CHARTER COMMUNICATIONS INC /MO/, S-1/A, 1999-09-28

CHARTER COMMUNICATIONS INC /MO/
S-1/A, 1999-09-28
CABLE & OTHER PAY TELEVISION SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1999

REGISTRATION NO. 333-83887
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2 TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

CHARTER COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 4841 43-1857213
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (FEDERAL EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

------------------------

12444 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
------------------------

CURTIS S. SHAW, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CHARTER COMMUNICATIONS, INC.
12444 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------

COPIES TO:

<TABLE>
<S> <C> <C>
DANIEL G. BERGSTEIN, ESQ. ALVIN G. SEGEL, ESQ. RICHARD D. BOHM, ESQ.
THOMAS R. POLLOCK, ESQ. IRELL & MANELLA LLP PETER J. LOUGHRAN, ESQ.
PATRICIA M. CARROLL, ESQ. 1800 AVENUE OF THE STARS, SUITE 900 DEBEVOISE & PLIMPTON
PAUL, HASTINGS, LOS ANGELES, CALIFORNIA 90067-4276 875 THIRD AVENUE
JANOFSKY & WALKER LLP (310) 277-1010 NEW YORK, NEW YORK 10022
399 PARK AVENUE (212) 909-6000
NEW YORK, NEW YORK 10022
(212) 318-6000
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.

If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(1)(2) REGISTRATION FEE(3)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A common stock, par
value $.001 per share...... 195,500,000 $19.00 $3,714,500,000 $1,032,631
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes shares that the underwriters may purchase to cover over-allotments,
if any. Also includes shares that are to be offered outside the United
States but that may be resold from time to time in the United States. Such
shares are not being registered hereby for the purpose of sales outside the
United States.

(2) Estimated solely for purpose of calculating the registration fee pursuant to
Rule 457(a) under the Securities Act.

(3) Of this amount, the registrant previously paid $959,100.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION. DATED SEPTEMBER 28, 1999.

[CHARTER COMMUNICATIONS LOGO]

170,000,000 Shares

CHARTER COMMUNICATIONS, INC.

Class A Common Stock
----------------------

This is an initial public offering of shares of Class A common stock of
Charter Communications, Inc. This prospectus relates to an offering of
144,500,000 shares in the United States and Canada. In addition, 25,500,000
shares are being offered outside the United States and Canada. All of the shares
of Class A common stock are being sold by Charter Communications, Inc.

Prior to the offering, there has been no public market for the Class A
common stock. It is currently estimated that the initial public offering price
per share will be between $17 and $19. We have applied to have the Class A
common stock included for quotation on the Nasdaq National Market under the
symbol "CHTR".

See "Risk Factors" beginning on page 15 to read about factors you should
consider before buying shares of the Class A common stock.

----------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

----------------------

<TABLE>
<CAPTION>
Per
Share Total
----- -----
<S> <C> <C>
Initial public offering price........................... $ $
Underwriting discount................................... $ $
Proceeds, before expenses, to us........................ $ $
</TABLE>

To the extent that the underwriters sell more than 170,000,000 shares of
Class A common stock, the underwriters have the option to purchase up to an
additional 25,500,000 shares from Charter Communications, Inc. at the initial
public offering price less the underwriting discount.

----------------------

The underwriters expect to deliver shares in New York, New York on
, 1999.

GOLDMAN, SACHS & CO. BEAR, STEARNS & CO. INC. MORGAN STANLEY DEAN WITTER

DONALDSON, LUFKIN & JENRETTE MERRILL LYNCH & CO. SALOMON SMITH BARNEY

A.G. EDWARDS & SONS, INC. M.R. BEAL & COMPANY
----------------------

Prospectus dated , 1999.
<PAGE> 3

[INSIDE FRONT COVER]

[Map of the United States with locations of cable systems marked with dots]

[Text:] Imagine a time when television, computers, the Internet, and
telecommunications converge, and the world of entertainment and information
comes into the home and the workplace through a single cable.

a Wired World

The map above shows the locations of Charter Communications' cable systems,
after giving effect to our pending acquisitions.

<PAGE> 4

PROSPECTUS SUMMARY

The following summary contains a general discussion of our business, the
offering of Class A common stock and summary financial information. It likely
does not contain all the information that is important to you in making a
decision to purchase shares of the Class A common stock. For a more complete
understanding of the offering, you should read this entire prospectus and other
documents to which we refer. The discussion of our business in this prospectus
includes Charter Communications, Inc., Charter Communications Holding Company,
LLC and the direct and indirect subsidiaries of Charter Communications Holding
Company, unless we indicate otherwise. Unless otherwise stated, the information
in this prospectus assumes that the underwriters do not exercise their option to
purchase additional shares in the offering.

OUR BUSINESS

We are a holding company whose sole asset after completion of the offering
will be an approximate 31.0% equity interest and a 100% voting interest in
Charter Communications Holding Company. The only business of Charter
Communications, Inc. will be to act as the sole manager of Charter
Communications Holding Company. Charter Communications Holding Company is also a
holding company and is the indirect owner of all of our cable systems. To manage
Charter Communications Holding Company and its subsidiaries, Charter
Communications, Inc. will initially have thirteen executive officers and will
receive other necessary personnel and services from Charter Investment, Inc., an
affiliated company.

We offer a full range of traditional cable television services and have
begun to offer digital cable television services to customers in some of our
systems. Digital cable television is cable television service provided through
digital technology. Digital technology enables cable operators to increase the
channel capacity of cable systems by permitting a significantly increased number
of video signals to be transmitted over a cable system's existing bandwidth.
Channel capacity is the number of channels that can be simultaneously carried on
the cable system and is generally defined in terms of the number of analog
channels. Analog channels refer to communication channels on which the
information is transmitted in a non-digital format, which means data is
transmitted in a manner similar to the original signals. Bandwidth is a measure
of the information-carrying capacity of a communication channel. It is the range
of usable frequencies that can be carried by a cable system.

We have also started to introduce a number of other new products and
services, including interactive video programming, which allows information to
flow in both directions, and high-speed Internet access to the World Wide Web.
1
<PAGE> 5

We are also exploring opportunities in telephony, which will integrate telephone
services with the Internet through the use of cable. The introduction of these
new services represents an important step toward the realization of our Wired
World(tm) vision, where cable's ability to transmit voice, video and data at
high speeds will enable it to serve as the primary platform for the delivery of
new services to the home and workplace. We are accelerating the upgrade of our
systems to more quickly provide these new services.

We have grown rapidly over the past five years. During this period, our
management team has successfully completed 27 acquisitions, including seven
acquisitions closed in 1999. We have also expanded our customer base through
significant internal growth. In 1998, our internal customer growth, without
giving effect to the cable systems we acquired in that year, was 4.8%, more than
twice the national industry average of 1.7%.

Paul G. Allen, through his ownership of Charter Communications, Inc.'s high
vote Class B common stock and his indirect ownership of Charter Communications
Holding Company membership units, will control approximately 93.0% of the voting
power of all of Charter Communications, Inc.'s capital stock immediately
following the offering. As a result, Mr. Allen will control Charter
Communications, Inc. and, accordingly, Charter Communications Holding Company
and its direct and indirect subsidiaries.

For the next several years, losses and profits, as determined for tax
accounting purposes, of Charter Communications Holding Company will not be
allocated to all of its members, including Charter Communications, Inc., in
proportion to their respective percentage equity interests. In certain specific
situations, the special tax allocations could result in Charter Communications,
Inc. having to pay taxes in an amount that is more or less than if Charter
Communications Holding Company had allocated losses and profits to Charter
Communications, Inc. in proportion to its percentage equity interest. See
"Description of Capital Stock and Membership Units -- Special Allocation of
Losses".

Our principal executive offices are located at 12444 Powerscourt Drive, St.
Louis, Missouri 63131. Our telephone number is (314) 965-0555 and our web site
is located at www.chartercom.com. The information on our web site is not part of
this prospectus.

2
<PAGE> 6

BUSINESS STRATEGY

Our objective is to increase our operating cash flow by increasing our
customer base and the amount of cash flow per customer. To achieve this
objective, we are pursuing the following strategies:

- rapidly integrate acquired cable systems and apply our core operating
strategies to raise the financial and operating performance of these
acquired systems;

- expand the array of services we offer to our customers through the
implementation of our Wired World(tm) vision;

- upgrade the bandwidth capacity of our systems to 550 megahertz or greater
to enable greater channel capacity and add two-way capability to
facilitate interactive communication. Two-way capability is the ability
to have bandwidth available for upstream or two-way communication;

- maximize customer satisfaction by providing reliable, high-quality
service offerings, superior customer service and attractive programming
choices at reasonable rates;

- employ innovative marketing programs tailored to local customer
preferences to generate additional revenues;

- emphasize local management autonomy to better serve our customers while
providing support from regional and corporate offices and maintaining
centralized financial controls; and

- improve the geographic clustering of our cable systems by selectively
trading or acquiring systems to increase operating efficiencies and
improve operating margins. Clusters refer to cable systems under common
ownership which are located within geographic proximity to each other.

3
<PAGE> 7

ORGANIZATION

The chart on the following page sets forth our corporate structure as of
the date of the completion of the offering and assumes that:

- Mr. Allen, through Vulcan Cable III Inc., has purchased a total of
43,402,778 membership units from Charter Communications Holding Company
for $750 million at a price per membership unit equal to the net initial
public offering price per share;

- Mr. Allen and our founders, Jerald L. Kent, Barry L. Babcock and Howard
L. Wood, have purchased a total of 50,000 shares of high vote Class B
common stock of Charter Communications, Inc. at a price per share equal
to the initial public offering price per share;

- all of our pending acquisitions have been completed;

- specified sellers in our pending Falcon and Bresnan acquisitions have
received $425 million and $1.0 billion, respectively, of their purchase
price in Charter Communications Holding Company membership units rather
than in cash;

- the preferred membership units of Charter Communications Holding Company
issued to Rifkin sellers remain outstanding, have not been exchanged for
shares of Class A common stock of Charter Communications, Inc. and have
not been treated as equity;

- the underwriters have not exercised their over-allotment option;

- none of the options to purchase membership units that have been granted
under the Charter Communications Holding Company option plan or granted
to our chief executive officer have been exercised; and

- the initial public offering price per share is $18.00, which is the
mid-point of the range appearing on the cover page of this prospectus.

4
<PAGE> 8

[STRUCTURAL CONSIDERATIONS FLOW CHART]

For a more detailed description of each entity and how it relates to us,
see "Business -- Organizational Structure".

5
<PAGE> 9

RECENT EVENTS

We have completed, and are in the process of completing, the acquisitions
described below.

RECENT ACQUISITIONS

In the second and third quarters of 1999, we completed seven transactions
in which we acquired cable systems serving a total of approximately 1.0 million
customers. The total purchase price for these acquisitions was approximately
$3.4 billion, including assumed debt. For the year ended December 31, 1998,
these systems had revenues of approximately $352 million. The following table is
a breakdown of our recent acquisitions:

<TABLE>
<CAPTION>
AS OF AND FOR
THE SIX MONTHS ENDED
JUNE 30, 1999
PURCHASE ----------------------------
ACQUISITION PRICE BASIC REVENUE
RECENT ACQUISITIONS CLOSING DATE (IN MILLIONS) SUBSCRIBERS (IN THOUSANDS)
------------------- ------------- ------------- ----------- --------------
<S> <C> <C> <C> <C>
Renaissance Media Group LLC ........ 4/99 $ 459 129,000 $ 30,807
American Cable Entertainment, LLC .. 5/99 240 69,000 17,958
Cable systems of Greater Media
Cablevision, Inc. ................ 6/99 500 175,000 42,348
Helicon Partners I, L.P. and
affiliates........................ 7/99 550 173,000 42,956
Vista Broadband Communications,
L.L.C............................. 7/99 126 28,000 7,101
Cable system of Cable Satellite of
South Miami, Inc.................. 8/99 22 9,000 2,056
Rifkin Acquisition Partners,
L.L.L.P.
and InterLink Communications
Partners, LLLP.................... 9/99 1,460 461,000 105,592
------ ---------- --------
Total............................. $3,357 1,044,000 $248,818
====== ========== ========
</TABLE>

PENDING ACQUISITIONS

In addition to the recent acquisitions described above, since the beginning
of 1999, we have entered into agreements to acquire additional cable systems.
The total purchase price for these acquisitions will be approximately $10.8
billion, including assumed debt. This includes the exchange with another cable
service provider of certain of our cable television systems with a fair market
value of $0.4 billion for cable systems that we can operate more efficiently
because of their geographic proximity to our other systems. As of June 30, 1999,
the systems to be acquired by us, net of systems to be exchanged, served a total
of approximately 2.7 million customers. For the year ended December 31, 1998,

6
<PAGE> 10

these systems had revenues of approximately $905 million. The following table is
a breakdown of our pending acquisitions:

PENDING ACQUISITIONS

<TABLE>
<CAPTION>
AS OF AND FOR THE SIX
MONTHS ENDED JUNE 30, 1999
PURCHASE ----------------------------
PENDING ANTICIPATED PRICE BASIC REVENUES
ACQUISITIONS ACQUISITION CLOSING DATE (IN MILLIONS) SUBSCRIBERS (IN THOUSANDS)
- ------------------------------ ------------------------ ------------- ----------- --------------
<S> <C> <C> <C> <C>
Cable systems of InterMedia
Capital Partners IV, L.P., 412,000
InterMedia Partners $873 + (144,000)
----------
and affiliates.............. 3rd Quarter 1999 systems swap 268,000 $100,644
Avalon Cable LLC.............. 4th Quarter 1999 859 260,000 51,769
Cable systems of Fanch
Cablevision L.P. and
affiliates.................. 4th Quarter 1999 2,400 537,000 98,931
Falcon Communications, L.P. .. 4th Quarter 1999 3,606 1,008,000 212,205
Bresnan Communications Company
Limited Partnership......... 1st Quarter 2000 3,100 656,000 137,291
---------- ---------- --------
Total.................... $10,838 2,729,000 $600,840
---------- ========== ========
----------
</TABLE>

We expect to finance these pending acquisitions with the proceeds of this
offering, Mr. Allen's equity contributions, through Vulcan Cable III Inc., to
Charter Communications Holding Company, borrowings under our credit facilities,
excess cash and additional debt and equity, including equity issued to specified
sellers in our pending Falcon and Bresnan acquisitions. Not all of this funding
has been arranged.

MERGER WITH MARCUS HOLDINGS

On April 23, 1998, Mr. Allen acquired approximately 99% of the non-voting
economic interests in Marcus Cable Company, L.L.C., and agreed to acquire the
remaining interests in Marcus Cable. The aggregate purchase price was
approximately $1.4 billion, excluding $1.8 billion in assumed debt. On February
22, 1999, Marcus Holdings was formed, and all of Mr. Allen's interests in Marcus
Cable were transferred to Marcus Holdings on March 15, 1999. On March 31, 1999,
Mr. Allen completed the acquisition of all remaining interests of Marcus Cable.
On April 7, 1999, Mr. Allen merged Marcus Holdings into Charter Communications
Holdings, L.L.C. Charter Holdings survived the merger. The operating
subsidiaries of Marcus Holdings became subsidiaries of Charter Operating.

7
<PAGE> 11

THE OFFERING

<TABLE>
<S> <C>
Total Class A common stock offered:
U.S. offering............................................ 144,500,000
International offering................................... 25,500,000
-----------
Total................................................. 170,000,000
===========
Shares of common stock to be outstanding after the offering:
Class A common stock..................................... 170,000,000
Class B common stock..................................... 50,000
</TABLE>

If the underwriters exercise their over-allotment option in full, the total
number of shares of Class A common stock offered and the total number of shares
of Class A common stock outstanding after the offering will be 195,500,000.
After the offering, there will be 324,905,052 outstanding Charter Communications
Holding Company common membership units owned by persons or entities other than
Charter Communications, Inc. and excluding membership units to be issued in
connection with the Falcon and Bresnan acquisitions.

In this prospectus, in calculating the number of shares of each class of
Charter Communications, Inc. common stock and the membership units in Charter
Communications Holding Company that will be outstanding after the offering and
ownership and voting percentages, we have made the same assumptions described on
page 4 with respect to our organizational chart, unless we otherwise indicate.

Shares of Class B common stock are convertible into, and membership units
of Charter Communications Holding Company not owned by Charter Communications,
Inc., Vulcan Cable III Inc. or Charter Investment, Inc. are exchangeable for,
shares of Class A common stock at any time on a one-for-one basis. Charter
Communications Holding Company membership units held by Vulcan Cable III Inc.
and Charter Investment, Inc. are exchangeable for shares of Class B common stock
at any time on a one-for-one basis. If, immediately following the offering, Mr.
Allen converted his Class B common stock into Class A common stock, and Vulcan
Cable III Inc. and Charter Investment, Inc. exchanged their membership units for
Class B common stock and converted the shares of Class B common stock so
received into Class A common stock, they together would own approximately 65.7%
of our Class A common stock or 62.4% if the underwriters exercise their
over-allotment option in full (58.4% and 55.8%, respectively, assuming that all
acquisition-related equity holders exchange their membership units for Class A
common stock). See "Description of Capital Stock and Membership Units".

----------------------

8
<PAGE> 12

Use of Proceeds............... By Charter Communications, Inc.: To acquire
170,000,000 membership units in Charter
Communications Holding Company at a price per
membership unit equal to the net initial public
offering price per share.

By Charter Communications Holding Company: To
partially fund, together with the proceeds from
the $750 million equity contribution from
Vulcan Cable III Inc., a number of our pending
acquisitions. See "Use of Proceeds".

Voting Rights................. Each holder of Class A common stock is entitled
to one vote per share. Each holder of Class B
common stock is entitled to the number of votes
for each share held by such holder equal to:

- ten multiplied by the sum of:

(1) the total number of shares of Class B
common stock outstanding; and

(2) the number of shares of Class B common
stock into which the Charter
Communications Holding Company
membership units are exchangeable;
divided by

- the number of shares of Class B common stock
outstanding.

The outstanding shares of Class B common stock
will represent less than 0.1% of the capital
stock of Charter Communications, Inc. and 95.0%
of the voting power of all of Charter
Communications, Inc.'s capital stock following
the offering or 94.3% if the underwriters
exercise their over-allotment option in full.

Control by Paul G. Allen...... Mr. Allen will own 96.8% of the outstanding
shares of Charter Communications, Inc.'s Class
B common stock following the offering. Through
his ownership of Charter Communications, Inc.'s
Class B common stock and his 57.9% equity
interest, through Vulcan Cable III Inc. and
Charter Investment, Inc., in Charter
Communications Holding Company, Mr. Allen will
control approximately 93.0% of the total voting
power of all of Charter Communications, Inc.'s

9
<PAGE> 13

capital stock after the offering or 92.3% if
the underwriters exercise their over-allotment
option in full. In addition, as the owner of
approximately 96.8% of the Class B common
stock, Mr. Allen will be able to elect all
members of Charter Communications, Inc.'s board
of directors and will have the sole power to
amend the provisions of Charter Communications,
Inc.'s certificate of incorporation relating to
the activities in which we may engage and the
exchange ratio of common stock to membership
units. See "Description of Capital Stock and
Membership Units".

Proposed Nasdaq National
Market Symbol.............. "CHTR".

RISK FACTORS

You should carefully consider all of the information in this prospectus. In
particular, you should evaluate the specific risk factors under "Risk Factors"
for a discussion of risks associated with purchasing the Class A common stock
offered in this prospectus.

10
<PAGE> 14

UNAUDITED SUMMARY PRO FORMA FINANCIAL DATA

You should read the following unaudited summary pro forma financial data of
Charter Communications, Inc. in conjunction with the historical financial
statements and other financial information appearing elsewhere in this
prospectus, including "Capitalization", "Unaudited Pro Forma Financial
Statements" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

<TABLE>
<CAPTION>
UNAUDITED SUMMARY PRO FORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999
-----------------------------------------------------------------------------------------------------
CHARTER
COMMUNICATIONS RECENT PENDING REFINANCING OFFERING
HOLDING COMPANY ACQUISITIONS SUBTOTAL ACQUISITIONS ADJUSTMENTS ADJUSTMENTS TOTAL
--------------- ------------ ----------- ------------ ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.................. $ 594,173 $ 240,641 $ 834,814 $ 597,234 $ -- $ -- $ 1,432,048
---------- ---------- ----------- ----------- -------- ----------- -----------
Operating expenses:
Operating, general and
administrative......... 310,325 119,953 430,278 307,736 -- -- 738,014
Depreciation and
amortization........... 313,621 122,155 435,776 402,300 -- -- 838,076
Stock option compensation
expense................ 38,194 -- 38,194 -- 38,194
Corporate expense
charges(a)............. 11,073 17,943 29,016 18,711 -- -- 47,727
Management fees.......... -- 4,891 4,891 3,849 -- -- 8,740
---------- ---------- ----------- ----------- -------- ----------- -----------
Total operating
expenses............. 673,213 264,942 938,155 732,596 -- -- 1,670,751
---------- ---------- ----------- ----------- -------- ----------- -----------
Loss from operations...... (79,040) (24,301) (103,341) (135,362) -- -- (238,703)
Interest expense.......... (183,869) (76,753) (260,622) (234,567) 4,300 -- (490,889)
Interest income........... 10,189 293 10,482 951 -- -- 11,433
Other income (expense).... 2,682 (894) 1,788 (26) -- -- 1,762
---------- ---------- ----------- ----------- -------- ----------- -----------
Loss before minority
interest................. (250,038) (101,655) (351,693) (369,004) 4,300 -- (716,397)
Minority interest......... -- -- -- -- -- 492,864 492,864
---------- ---------- ----------- ----------- -------- ----------- -----------
Loss before extraordinary
item..................... (250,038) (101,655) (351,693) (369,004) 4,300 492,864 (223,533)
Preferred dividends....... -- (5,332) (5,332) -- -- 5,332 --
---------- ---------- ----------- ----------- -------- ----------- -----------
Loss applicable to equity
holders.................. $ (250,038) $ (106,987) $ (357,025) $ (369,004) $ 4,300 $ 498,196 $ (223,533)
========== ========== =========== =========== ======== =========== ===========
Basic loss per share(b)... $ (1.31)
===========
Diluted loss per
share(b)................. $ (1.31)
===========
Weighted average shares
outstanding:.............
Basic.................... 170,050,000
Diluted.................. 170,050,000
OTHER FINANCIAL DATA:
EBITDA(c)................. $ 237,263 $ 96,960 $ 334,223 $ 266,912 $ 601,135
EBITDA margin(d).......... 39.9% 40.3% 40.0% 44.7% 42.0%
Adjusted EBITDA(e)........ $ 283,848 $ 120,688 $ 404,536 $ 289,498 $ 694,034
Cash flows from operating
activities............... 172,770 44,321 217,091 233,959 451,050
Cash flows used in
investing activities..... (271,191) (43,464) (314,655) (182,321) (496,976)
Cash flows from financing
activities............... 207,131 85,508 292,639 448,714 741,353
Cash interest expense..... 404,732
Capital expenditures...... 262,507 63,027 325,534 154,368 479,902
</TABLE>

11
<PAGE> 15

12
<PAGE> 16

<TABLE>
<CAPTION>
UNAUDITED SUMMARY PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------------
CHARTER
COMMUNICATIONS RECENT
HOLDING COMPANY MARCUS ACQUISITIONS SUBTOTAL
--------------- ---------- ------------ -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenues................................ $ 601,953 $ 457,929 $ 478,821 $ 1,538,703
---------- ---------- ---------- -----------
Operating expenses:
Operating, general and
administrative....................... 304,555 236,595 248,915 790,065
Depreciation and amortization.......... 370,406 258,348 259,290 888,044
Stock option compensation expense...... 845 -- -- 845
Corporate expense charges(a)........... 16,493 17,042 6,759 40,294
Management fees........................ -- -- 12,107 12,107
---------- ---------- ---------- -----------
Total operating expenses............. 692,299 511,985 527,071 1,731,355
---------- ---------- ---------- -----------
Loss from operations.................... (90,346) (54,056) (48,250) (192,652)
Interest expense........................ (204,770) (140,651) (194,529) (539,950)
Other income (expense).................. 518 -- (3,310) (2,792)
---------- ---------- ---------- -----------
Loss before minority interest........... (294,598) (194,707) (246,089) (735,394)
Minority interest....................... -- -- -- --
---------- ---------- ---------- -----------
Loss before extraordinary item.......... (294,598) (194,707) (246,089) (735,394)
Preferred dividends..................... -- -- (10,665) (10,665)
---------- ---------- ---------- -----------
Loss applicable to equity holders....... $ (294,598) $ (194,707) $ (256,754) $ (746,059)
========== ========== ========== ===========
Basic loss per share(b).................
Diluted loss per share(b)...............
Weighted average shares outstanding:
Basic..................................
Diluted................................
OTHER FINANCIAL DATA:
EBITDA(c)............................... $ 280,578 $ 204,292 $ 207,730 $ 692,600
EBITDA margin(d)........................ 46.6% 44.6% 43.4% 45.0%
Adjusted EBITDA(e)...................... $ 297,398 $ 221,334 $ 229,906 $ 748,638
Cash flows from operating activities.... 141,602 135,466 78,612 355,680
Cash flows used in investing
activities............................. (387,633) (217,729) (171,296) (776,658)
Cash flows from financing activities.... 210,306 109,924 32,985 353,215
Cash interest expense...................
Capital expenditures.................... 213,353 224,723 58,107 496,183
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets............................ $4,335,527 $2,900,129 $3,462,977 $10,698,633
Total debt.............................. 2,002,206 1,520,995 3,228,277 6,751,478
Minority interest....................... -- -- -- --
Members' equity......................... 2,147,379 1,281,912 -- 3,429,291
Stockholders' equity.................... -- -- -- --
OPERATING DATA (AT END OF PERIOD, EXCEPT
FOR AVERAGES):
Homes passed(f)......................... 2,149,000 1,743,000 1,506,000 5,398,000
Basic customers(g)...................... 1,255,000 1,061,000 1,038,000 3,354,000
Basic penetration(h).................... 58.4% 60.9% 68.9% 62.1%
Premium units(i)........................ 845,000 411,000 558,000 1,814,000
Premium
penetration(j)......................... 67.3% 38.7% 53.8% 54.1%
Average monthly revenue per basic
customer(k)............................

<CAPTION>
UNAUDITED SUMMARY PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
------------------------------------------------------

PENDING REFINANCING OFFERING
ACQUISITIONS ADJUSTMENTS ADJUSTMENTS TOTAL
------------ ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenues................................ $ 1,152,801 $ -- $ -- $ 2,691,504
----------- -------- ---------- -----------
Operating expenses:
Operating, general and
administrative....................... 569,650 -- -- 1,359,715
Depreciation and amortization.......... 822,000 -- -- 1,710,044
Stock option compensation expense...... -- -- -- 845
Corporate expense charges(a)........... 41,322 -- -- 81,616
Management fees........................ 8,696 -- -- 20,803
----------- -------- ---------- -----------
Total operating expenses............. 1,441,668 -- -- 3,173,023
----------- -------- ---------- -----------
Loss from operations.................... (288,867) -- -- (481,519)
Interest expense........................ (427,911) 7,000 -- (960,861)
Other income (expense).................. (8,152) -- -- (10,944)
----------- -------- ---------- -----------
Loss before minority interest........... (724,930) 7,000 -- (1,453,324)
Minority interest....................... -- -- 999,900 999,900
----------- -------- ---------- -----------
Loss before extraordinary item.......... (724,930) 7,000 999,900 (453,424)
Preferred dividends..................... -- -- 10,665 --
----------- -------- ---------- -----------
Loss applicable to equity holders....... $ (724,930) $ 7,000 $1,010,565 $ (453,424)
=========== ======== ========== ===========
Basic loss per share(b)................. $(2.67)
Diluted loss per share(b)............... $(2.67)
Weighted average shares outstanding:
Basic.................................. 170,050,000
Diluted................................ 170,050,000
OTHER FINANCIAL DATA:
EBITDA(c)............................... $ 524,981 $ 1,217,581
EBITDA margin(d)........................ 45.5% 45.2%
Adjusted EBITDA(e)...................... $ 583,151 $ 1,331,789
Cash flows from operating activities.... 233,844 589,524
Cash flows used in investing
activities............................. (517,611) (1,294,269)
Cash flows from financing activities.... 203,487 556,702
Cash interest expense................... 790,129
Capital expenditures.................... 254,045 750,228
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets............................ $11,028,799 $125,000 $ -- $21,852,432
Total debt.............................. 4,450,118 128,604 -- 11,330,200
Minority interest....................... -- -- 6,914,836 6,914,836
Members' equity......................... 3,500,000 (3,604) (6,925,687) --
Stockholders' equity.................... -- -- 3,042,763 3,042,763
OPERATING DATA (AT END OF PERIOD, EXCEPT
FOR AVERAGES):
Homes passed(f)......................... 4,203,000 9,601,000
Basic customers(g)...................... 2,740,000 6,094,000
Basic penetration(h).................... 65.2% 63.5%
Premium units(i)........................ 1,081,000 2,895,000
Premium
penetration(j)......................... 39.5% 47.5%
Average monthly revenue per basic
customer(k)............................ $ 36.81
</TABLE>

- -------------------------

(a) Charter Investment, Inc. provided corporate management and consulting
services to subsidiaries of Charter Operating during 1998 and 1999 and to
subsidiaries of Marcus Holdings beginning in October 1998. See "Certain
Relationships and Related Transactions".

13
<PAGE> 17

(b) Basic loss per share assumes none of the membership units of Charter
Communications Holding Company are exchanged for Charter Communications,
Inc. common stock and none of the outstanding options to purchase membership
units of Charter Communications Holding Company that are automatically
exchanged for Charter Communications, Inc. common stock are exercised. Basic
loss per share equals loss applicable to equity holders divided by weighted
average shares outstanding. If the membership units were exchanged or
options exercised, the effects would be antidilutive.

(c) EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable television company's ability to
service indebtedness. However, EBITDA should not be considered as an
alternative to income from operations or to cash flows from operating,
investing or financing activities, as determined in accordance with
generally accepted accounting principles. EBITDA should also not be
construed as an indication of a company's operating performance or as a
measure of liquidity. Management's discretionary use of funds depicted by
EBITDA may be limited by working capital, debt service and capital
expenditure requirements and by restrictions related to legal requirements,
commitments and uncertainties.

(d) EBITDA margin represents EBITDA as a percentage of revenues.

(e) Adjusted EBITDA means EBITDA before stock option compensation expense,
corporate expenses, management fees and other income (expense). Adjusted
EBITDA is presented because it is a widely accepted financial indicator of a
cable company's ability to service its indebtedness. However, Adjusted
EBITDA should not be considered as an alternative to income from operations
or to cash flows from operating, investing or financing activities, as
determined in accordance with generally accepted accounting principles.
Adjusted EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because
Adjusted EBITDA is not calculated identically by all companies, the
presentation here may not be comparable to other similarly titled measures
of other companies. Management's discretionary use of funds depicted by
Adjusted EBITDA may be limited by working capital, debt service and capital
expenditure requirements and by restrictions related to legal requirements,
commitments and uncertainties.

(f) Homes passed are the number of living units, such as single residence homes,
apartments and condominium units, passed by the cable television
distribution network in a given cable system service area.

(g) Basic customers are customers who receive basic cable service.

(h) Basic penetration represents basic customers as a percentage of homes
passed.

(i) Premium units represent the total number of subscriptions to premium
channels.

(j) Premium penetration represents premium units as a percentage of basic
customers.

(k) Average monthly revenue per basic customer represents revenues divided by
the number of months in the period divided by the number of basic customers
at period end.

14
<PAGE> 18

RISK FACTORS

An investment in our Class A common stock entails the following risks. You
should carefully consider these risk factors, as well as the other information
in this prospectus.

OUR STRUCTURE

MR. ALLEN HAS THE ABILITY TO CONTROL MATTERS ON WHICH ALL OF CHARTER
COMMUNICATIONS, INC.'S STOCKHOLDERS MAY VOTE.

Following the offering, Mr. Allen will own high vote Class B common stock
representing approximately 93.0% of the voting power of all of Charter
Communications, Inc.'s capital stock, making the same assumptions described on
page 4 above with respect to our organizational chart. Charter Communications,
Inc., as the sole manager and owner of 100% of the voting power of Charter
Communications Holding Company, will control Charter Communications Holding
Company. Accordingly, Mr. Allen will have the ability to control fundamental
corporate transactions requiring equity holder approval, including, without
limitation, the election of all of our directors and approval of merger
transactions involving us and sales of all or substantially all of our assets.
As the owner of approximately 96.8% of the Class B common stock, Mr. Allen will
be entitled under the terms of Charter Communications, Inc.'s certificate of
incorporation to elect all but one member of Charter Communications, Inc.'s
board of directors and will have the sole power to amend the provisions of
Charter Communications, Inc.'s certificate of incorporation relating to the
activities in which we may engage and the exchange ratio of common stock to
membership units. Mr. Allen's control may continue in the future through the
high vote Class B common stock even if Mr. Allen, through his direct and
indirect ownership of Class B common stock and membership units, owns a minority
economic interest in our business. Control by Mr. Allen may have the effect of
preventing or discouraging transactions involving an actual or potential change
of control. This may include a transaction in which holders of Class A common
stock might otherwise receive a premium for their shares over the then-current
market price.

As investors in Charter Communications, Inc., holders of Class A common
stock will have only a very limited voting interest, 5.0% at the closing of the
offering, in a holding company, despite having an economic interest in Charter
Communications, Inc. in excess of 99.9%.

MR. ALLEN MAY HAVE INTERESTS THAT CONFLICT WITH YOUR INTERESTS.

Through his direct ownership of shares of our high vote Class B common
stock, indirect ownership of membership units in Charter Communications Holding
Company and his service as Chairman of our board of directors, Mr. Allen has the
ability to control management and fundamental corporate transactions requiring
equity holder approval, including without limitation, election of directors,
approval of potential acquisitions of businesses, merger transactions involving
us, sales of all or substantially all of our assets or the assets of

15
<PAGE> 19

Charter, the disposition of securities and the payment of dividends. His control
position could create conflicts of interest if he is faced with decisions that
could have implications both for him personally or other entities in which he
has an interest and for us and the holders of Class A common stock. Further,
through his effective control of our management and affairs, Mr. Allen could
cause us to enter into contracts with another corporation in which he owns an
interest or cause us to decline a transaction that he or an entity in which he
owns an interest ultimately enters into.

Mr. Allen may engage in other businesses involving the operation of cable
television systems, video programming, high-speed Internet access or electronic
commerce, which is business and financial transactions conducted through
broadband interactivity and Internet services. Mr. Allen may also engage through
one or more of his affiliates in other businesses that compete or may in the
future compete with us. In addition, Mr. Allen currently engages and may engage
in the future in businesses that are complementary to our cable television
business. Accordingly, conflicts could arise with respect to the allocation of
corporate opportunities between us and Mr. Allen's affiliates. Current or future
agreements between us and Mr. Allen or his affiliates may not be the result of
arm's-length negotiations. Consequently, such agreements may be less favorable
to us than agreements that we could otherwise have entered into with
unaffiliated third parties. Further, many past and future transactions with Mr.
Allen or his affiliates are informal in nature. As a result, there inevitably
will be some discretion left to the parties, who are subject to the potentially
conflicting interests described above. We have not instituted any formal plans
to address conflicts of interest that may arise.

WE ARE NOT PERMITTED TO ENGAGE IN ANY BUSINESS ACTIVITY OTHER THAN THE CABLE
TRANSMISSION OF VIDEO, AUDIO AND DATA UNLESS MR. ALLEN FIRST DETERMINES NOT TO
PURSUE THAT PARTICULAR BUSINESS ACTIVITY. THIS COULD ADVERSELY AFFECT OUR
ABILITY TO OFFER NEW PRODUCTS AND SERVICES OUTSIDE OF THE CABLE TRANSMISSION
BUSINESS AND ENTER INTO NEW BUSINESSES, WHICH COULD ADVERSELY AFFECT OUR GROWTH,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Charter Communications, Inc.'s certificate of incorporation and Charter
Communications Holding Company's operating agreement will provide that, until
all of the shares of Class B common stock held by Mr. Allen have automatically
converted into shares of Class A common stock in accordance with Charter
Communications, Inc.'s certificate of incorporation, Charter Communications,
Inc. and Charter Communications Holding Company, including their subsidiaries,
cannot engage in any business activity outside the cable transmission business,
unless the opportunity to pursue the particular business activity is first
offered to Mr. Allen, he decides not to pursue it and he consents to our
engaging in the business activity. The cable transmission business means the
business of transmitting video, audio, including telephone services, and data on
television systems owned, operated or managed by us from time to time. These
provisions may limit our ability and the ability of Charter Communications
Holding Company

16
<PAGE> 20

and its subsidiaries to take advantage of attractive business opportunities.
Consequently, our ability to offer new products and services outside of the
cable transmission business and enter into new businesses could be adversely
affected, resulting in an adverse effect on our growth, financial condition and
results of operations. See "Certain Relationships and Related Transactions --
Allocation of Business Opportunities with Mr. Allen".

MR. ALLEN'S CONTROL AND CHARTER COMMUNICATIONS, INC.'S ORGANIZATIONAL DOCUMENTS
MAY INHIBIT OR PREVENT A TAKEOVER THAT STOCKHOLDERS MAY CONSIDER FAVORABLE.

Mr. Allen will have the ability to delay or prevent a change of control or
changes in our management that stockholders may consider favorable or
beneficial. Provisions in our organizational documents may also have the effect
of delaying or preventing these changes, including provisions authorizing
issuance of "blank check" preferred stock, restricting the calling of special
meetings of stockholders and requiring advanced notice for proposals for
stockholder meetings. If a change of control or change in management is delayed
or prevented, the market price of our Class A common stock could suffer or
holders may not receive a premium over the then-current market price of the
Class A common stock.

CHARTER COMMUNICATIONS, INC. IS A HOLDING COMPANY WHICH HAS NO OPERATIONS AND
WILL DEPEND ON ITS OPERATING SUBSIDIARIES FOR CASH. OUR SUBSIDIARIES MAY BE
LIMITED IN THEIR ABILITY TO MAKE FUNDS AVAILABLE FOR THE PAYMENT OF OUR DEBT AND
OTHER OBLIGATIONS.

We are a holding company whose sole asset after the closing of the offering
will be an approximate 31.0% equity interest and a 100% voting interest in
Charter Communications Holding Company. Charter Communications Holding Company
is also a holding company whose operations are conducted through its direct and
indirect subsidiaries. As holding companies, Charter Communications, Inc. and
Charter Communications Holding Company do not hold any assets other than their
direct and indirect interests in their operating subsidiaries through their
respective equity ownership. Charter Communications Holding Company's direct and
indirect subsidiaries conduct all of our operations and own substantially all of
our assets. In addition, Charter Communications, Inc. must use any proceeds
received from any equity offering to purchase membership units in Charter
Communications Holding Company. As a result, Charter Communications, Inc.'s and
Charter Communications Holding Company's cash flow and ability to meet their
obligations, including any tax obligations, obligations under employment
agreements, and obligations under the management services agreements, will
depend upon the cash flow of Charter Communications Holding Company's
subsidiaries and the payment of funds by these subsidiaries to Charter
Communications Holding Company and Charter Communications, Inc. in the form of
loans, distributions or otherwise. Our subsidiaries are not obligated to make
funds available for payment of these obligations, except pursuant to the

17
<PAGE> 21

management agreements that will go into effect at the closing of this offering.
In addition, our subsidiaries' ability to make any such loans, distributions or
other payments to Charter Communications Holding Company or to Charter
Communications, Inc. will depend on their earnings, business and tax
considerations and legal restrictions. Covenants in the indentures and credit
agreements governing the indebtedness of Charter Communications Holding
Company's subsidiaries restrict their ability to make loans, distributions or
other payments to Charter Communications Holding Company or to us.

WE COULD BE DEEMED AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF
1940. THIS WOULD IMPOSE SIGNIFICANT RESTRICTIONS ON US AND COULD LIKELY HAVE A
MATERIAL ADVERSE IMPACT ON OUR GROWTH, FINANCIAL CONDITION AND RESULTS OF
OPERATION.

Because our membership interest in Charter Communications Holding Company
constitutes 50% or more of the voting securities issued by Charter
Communications Holding Company and Charter Communications Holding Company is not
an investment company or relying on an exception from the definition of
investment company in Section 3(c)(i) or Section 3(c)(vii) of the Investment
Company Act, our membership interest in Charter Communications Holding Company
is not an "investment security" as that term is used in the Investment Company
Act. If our membership interest in Charter Communications Holding Company were
to constitute less than 50% of the voting securities issued by Charter
Communications Holding Company and we were to retain less than a primary
controlling interest in this company, then our interest in Charter
Communications Holding Company could be deemed an "investment security" for
purposes of the Investment Company Act. This may occur, for example, if for any
reason our Class B common stock no longer is high vote common stock and, in
accordance with the terms of the Charter Communications Holding Company
operating agreement, our membership interest in this company were to lose its
special voting privileges. See "Description of Capital Stock and Membership
Units -- Membership Units."

Generally, a person is an "investment company" if it owns investment
securities having a value exceeding 40% of the value of its total assets
(exclusive of U.S. government securities and cash items). Following the
offering, our sole asset will be our equity interest in Charter Communications
Holding Company. A determination that such investment was an investment security
could cause us to be deemed to be an investment company under the Investment
Company Act and become subject to the registration and substantive requirements
of the Investment Company Act. We and Charter Communications Holding Company
intend to conduct our operations so that we are not deemed to be an investment
company under the Investment Company Act. However, if anything were to happen
which would cause us to be deemed an investment company, the Investment Company
Act would impose significant restrictions on us, including severe limitations on
our ability to borrow money, to issue

18
<PAGE> 22

additional capital stock, and to transact business with affiliates. In addition,
because our operations are very different from those of the typical registered
investment company, regulation under the Investment Company Act could affect us
in other ways that are extremely difficult to predict. In sum, if we were deemed
to be an investment company it could become impractical for us to continue our
business as currently conducted and our growth, our financial condition and our
results of operations could suffer materially.

IF FOR ANY REASON THE HIGH VOTE CLASS B COMMON STOCK NO LONGER HAS MORE VOTES
PER SHARE THAN THE CLASS A COMMON STOCK, CHARTER COMMUNICATIONS, INC. WOULD NO
LONGER HAVE SPECIAL VOTING PRIVILEGES IN, AND WOULD LOSE ITS RIGHTS TO MANAGE,
CHARTER COMMUNICATIONS HOLDING COMPANY. IN ADDITION TO THE INVESTMENT COMPANY
RISKS DISCUSSED ABOVE, THIS COULD MATERIALLY IMPACT THE VALUE OF YOUR INVESTMENT
IN THE CLASS A COMMON STOCK.

If the Class B common stock loses its high voting rights, pursuant to our
organizational documents, Charter Communications, Inc. would no longer have a
controlling voting interest in, and would lose its right to manage, Charter
Communications Holding Company. If this were to occur, Charter Communications,
Inc., which is a holding company, would retain its proportional equity interest
in Charter Communications Holding Company but would lose all of its powers to
direct the management and affairs of Charter Communications Holding Company and
its subsidiaries. As a result, Class A common stockholders would lose any right
they had at that time or could have had in the future to direct, through Charter
Communications, Inc., the management and affairs of Charter Communications
Holding Company. Accordingly, Charter Communications, Inc. would become strictly
a passive investment vehicle. This result, as well the impact of being treated
by investors as an investment company, could materially adversely impact the
liquidity of the Class A common stock, how it trades in the marketplace and the
price that purchasers would be willing to pay for the Class A common stock in a
change of control transaction or otherwise. The market price of your Class A
common stock could experience a significant decline as a result. Uncertainties
that may arise with respect to the nature of Charter Communications, Inc.'s
management role and voting power and organizational documents, including legal
actions or proceedings relating thereto, may also materially adversely impact
the value of the Class A common stock.

OUR BUSINESS

WE HAVE SUBSTANTIAL EXISTING DEBT AND WILL INCUR SUBSTANTIAL ADDITIONAL DEBT,
WHICH COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND AFFECT OUR ABILITY TO
OBTAIN FINANCING IN THE FUTURE AND REACT TO CHANGES IN OUR BUSINESS.

We have a significant amount of debt. As of June 30, 1999, pro forma for
our pending acquisitions and recent acquisitions completed since that date, our
total debt was approximately $11.5 billion and our total stockholders' equity
was

19
<PAGE> 23

approximately $3.0 billion. Our significant amount of debt could have important
consequences to you. For example, it could:

- make it more difficult for us to satisfy our obligations under our credit
facilities and to our noteholders;

- increase our vulnerability to general adverse economic and cable industry
conditions, including interest rate fluctuations, because much of our
borrowings are and will continue to be at variable rates of interest;

- require us to dedicate a substantial portion of our cash flow from
operations to payments on our debt, which will reduce our funds available
for working capital, capital expenditures, acquisitions of additional
systems and other general corporate expenses;

- limit our flexibility in planning for, or reacting to, changes in our
business and the cable industry generally;

- place us at a disadvantage compared to our competitors that have
proportionately less debt; and

- limit our ability to borrow additional funds in the future, if we need
them, due to applicable financial and restrictive covenants in such debt.

We anticipate incurring significant additional debt in the future to fund
the expansion, maintenance and upgrade of our systems. We may also incur debt to
finance pending or additional acquisitions. If new debt is added to our current
debt levels, the related risks that we and you now face could intensify.

THE AGREEMENTS AND INSTRUMENTS GOVERNING OUR DEBT CONTAIN RESTRICTIONS AND
LIMITATIONS WHICH COULD SIGNIFICANTLY IMPACT OUR ABILITY TO OPERATE OUR
BUSINESS.

Our credit facilities and the indentures governing our notes contain a
number of significant covenants that could adversely impact our business. These
covenants, among other things, restrict the ability of our subsidiaries to:

- pay dividends;

- pledge assets;

- dispose of assets or merge;

- incur additional debt;

- issue equity;

- repurchase or redeem equity interests and debt;

- create liens; and

- make certain investments or acquisitions.

Furthermore, in accordance with our credit facilities, we are required to
maintain specified financial ratios and meet financial tests. The ability to
comply with these provisions may be affected by events beyond our control. The
breach of any of

20
<PAGE> 24

these covenants will result in a default under the applicable debt agreement or
instrument.

OUR ABILITY TO GENERATE THE SIGNIFICANT AMOUNT OF CASH NEEDED TO SERVICE OUR
DEBT AND GROW OUR BUSINESS DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

Our ability to make payments on our debt and to fund our planned capital
expenditures for upgrading our cable systems and for other purposes will depend
on our ability to generate cash and secure financing in the future. This, to a
certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control. If our
business does not generate sufficient cash flow from operations, and sufficient
future borrowings are not available to us under our credit facilities or from
other sources of financing, we may not be able to repay our debt, to grow our
business or to fund our other liquidity needs.

WE HAVE GROWN RAPIDLY AND HAVE A LIMITED HISTORY OF OPERATING OUR CURRENT
SYSTEMS. THIS MAKES IT DIFFICULT FOR YOU TO COMPLETELY EVALUATE OUR PERFORMANCE.

We commenced active operations in 1994 and have grown rapidly since then
through acquisitions of cable systems. As of June 30, 1999, giving effect to
pending acquisitions and recent acquisitions closed since June 30, 1999, our
systems served approximately 392% more customers than were served as of December
31, 1998. As a result, historical financial information about us may not be
indicative of the future or of results that we can achieve with the cable
systems which will be under our control. Our recent growth in revenue and growth
in EBITDA over our short operating history is not necessarily indicative of
future performance.

WE HAVE A HISTORY OF NET LOSSES AND EXPECT TO CONTINUE TO EXPERIENCE NET LOSSES.
CONSEQUENTLY, WE MAY NOT HAVE THE ABILITY TO FINANCE FUTURE OPERATIONS.

We have had a history of net losses and expect to continue to report net
losses for the foreseeable future. We reported net losses from continuing
operations before extraordinary items of $5 million for 1997, $23 million for
1998 and $216 million for the six months ended June 30, 1999. On a pro forma
basis, giving effect to the merger of Charter Holdings and Marcus Holdings and
our recent and pending acquisitions, we had net losses from continuing
operations before extraordinary item and minority interest of $1.5 billion for
1998. For the six months ended June 30, 1999, on the same pro forma basis, we
had net losses from continuing operations before extraordinary item and minority
interest of $716 million. We expect our net losses to increase as a result of
the merger of Charter Holdings with Marcus Holdings and our recent and pending
acquisitions. We cannot predict what impact, if any, continued losses will have
on our ability to finance our operations in the future.

21
<PAGE> 25

IF WE ARE UNSUCCESSFUL IN IMPLEMENTING OUR GROWTH STRATEGY, OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED.

We expect that a substantial portion of our future growth will be achieved
through revenues from new products and services and the acquisition of
additional cable systems. We may not be able to offer these new products and
services successfully to our customers and these new products and services may
not generate adequate revenues. In addition, we cannot predict the success of
our acquisition strategy. In the past year, the cable television industry has
undergone dramatic consolidation which has reduced the number of future
acquisition prospects. This consolidation may increase the purchase price of
future acquisitions, and we may not be successful in identifying attractive
acquisition targets in the future. Additionally, those acquisitions we do
complete are not likely to have a positive net impact on our operating results
in the near future. If we are unable to grow our cash flow sufficiently, we may
be unable to repay our debt, to grow our business or to fund our other liquidity
needs.

OUR PROGRAMMING COSTS ARE INCREASING. WE MAY NOT HAVE THE ABILITY TO PASS THESE
INCREASES ON TO OUR CUSTOMERS, WHICH WOULD ADVERSELY AFFECT OUR CASH FLOW AND
OPERATING MARGINS.

Programming has been, and is expected to continue to be, our largest single
expense item. In recent years, the cable industry has experienced a rapid
escalation in the cost of programming, particularly sports programming. This
escalation may continue, and we may not be able to pass programming cost
increases on to our customers. In addition, as we upgrade the channel capacity
of our systems, add programming to our basic and expanded basic programming
tiers, and reposition premium services to the basic tier, we may face additional
market constraints on our ability to pass programming costs on to our customers.
Basic programming includes a variety of entertainment and local programming.
Expanded basic programming offers more services than basic programming. Premium
service includes unedited, commercial-free movies, sports and other special
event entertainment programming. The inability to pass these programming cost
increases on to our customers will have an adverse impact on our cash flow and
operating margins.

WE MAY NOT BE ABLE TO OBTAIN CAPITAL SUFFICIENT TO FUND OUR PLANNED UPGRADES AND
OTHER CAPITAL EXPENDITURES. THIS COULD ADVERSELY AFFECT OUR ABILITY TO OFFER NEW
PRODUCTS AND SERVICES, WHICH COULD ADVERSELY AFFECT OUR GROWTH, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

We intend to upgrade a significant portion of our cable systems over the
coming years and make other capital investments. For the three years ending
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 and
rebuild our systems to bandwidth capacity of 550 megahertz or greater and add
two-way capability so that we may offer advanced services. The remaining $2.6

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billion will be used to maintain and expand the systems we own and the systems
we will acquire. We cannot assure you that these amounts will be sufficient to
accomplish our planned system upgrades, maintenance and expansion. If we cannot
obtain the necessary funds from increases in our operating cash flow, additional
borrowings or other sources, we may not be able to fund our planned upgrades and
expansion and offer new products and services on a timely basis. Consequently,
our growth, our financial condition and the results of our operations could
suffer materially.

WE MAY NOT BE ABLE TO FUND THE CAPITAL EXPENDITURES NECESSARY TO KEEP PACE WITH
TECHNOLOGICAL DEVELOPMENTS OR OUR CUSTOMERS' DEMAND FOR NEW PRODUCTS AND
SERVICES. THIS COULD LIMIT OUR ABILITY TO COMPETE EFFECTIVELY.

The cable business is characterized by rapid technological change and the
introduction of new products and services. We cannot assure you that we will be
able to fund the capital expenditures necessary to keep pace with technological
developments, or that we will successfully anticipate the demand of our
customers for products and services requiring new technology. This type of rapid
technological change could adversely affect our plans to upgrade or expand our
systems and respond to competitive pressures. Our inability to upgrade, maintain
and expand our systems and provide enhanced services in a timely manner, or to
anticipate the demands of the market place, could adversely affect our ability
to compete. Consequently, our growth, results of operations and financial
condition could suffer materially.

WE MAY BE UNABLE TO NEGOTIATE CONSTRUCTION CONTRACTS ON FAVORABLE TERMS AND OUR
CONSTRUCTION COSTS MAY INCREASE SIGNIFICANTLY. THIS COULD ADVERSELY AFFECT OUR
GROWTH, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The expansion and upgrade of our existing systems and the systems we plan
to acquire in our pending acquisitions will require us to hire contractors and
enter into a number of construction agreements. We may have difficulty hiring
civil contractors, and the contractors we hire may encounter cost overruns or
delays in construction. Our construction costs may increase significantly over
the next few years as existing contracts expire and as demand for cable
construction services continues to grow. We cannot assure you that we will be
able to construct new systems or expand or upgrade existing or acquired systems
in a timely manner or at a reasonable cost. This may adversely affect our
growth, financial condition and results of operations.

WE MAY NOT HAVE THE ABILITY TO INTEGRATE THE NEW SYSTEMS THAT WE ACQUIRE AND THE
CUSTOMERS THEY SERVE WITH OUR EXISTING SYSTEMS. THIS COULD ADVERSELY AFFECT OUR
OPERATING RESULTS AND GROWTH STRATEGY.

Upon the completion of our pending acquisitions, we will own and operate
cable systems serving approximately 6.2 million customers, as compared to the
cable systems we currently own which served approximately 3.4 million customers.
In addition, we may acquire more cable systems in the future,

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through system swaps or otherwise. The integration of our new cable systems
poses a number of significant risks, including:

- our acquisitions may not have a positive impact on our cash flows from
operations;

- the integration of these new systems and customers will place significant
demands on our management and our operations, information services, and
financial, legal and marketing resources. Our current operating and
financial systems and controls and information services may not be
adequate, and any steps taken to improve these systems and controls may
not be sufficient;

- our current information systems may be incompatible with the information
systems we have acquired or plan to acquire. We may be unable to
integrate these information systems at a reasonable cost or in a timely
manner;

- acquired businesses sometimes result in unexpected liabilities and
contingencies which could be significant; and

- our continued growth will also increase our need for qualified personnel.
We may not be able to hire such additional qualified personnel.

We cannot assure you that we will successfully integrate any acquired
systems into our operations.

WE MAY BE UNABLE TO OBTAIN CAPITAL SUFFICIENT TO CONSUMMATE OUR PENDING
ACQUISITIONS.

Our subsidiaries have entered into five agreements to acquire the equity
and/or assets of other cable operators for a total purchase price of
approximately $10.8 billion, including $2.1 billion in assumed debt. The cash
component of the total purchase price will be reduced by equity, valued between
$1.4 billion and $1.6 billion, in Charter Communications Holding Company issued
to specified sellers in the Falcon and Bresnan acquisitions. The proceeds of the
offering, Mr. Allen's equity contributions through Vulcan Cable III Inc., to
Charter Communications Holding Company, borrowings under our credit facilities
and excess cash will not be sufficient to consummate these acquisitions.
Accordingly, we will require additional funds in connection with the
acquisitions. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources". We also may
require additional funds for any or all of the following reasons:

- Specified sellers in the Falcon acquisition may elect to receive more of
the purchase price in membership units than the minimum number of
membership units they are required to receive under the acquisition
agreement. If the Falcon sellers do not make this election, the amount of
cash we will need to consummate the Falcon acquisition will increase by
up to $125 million.

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- As we discuss in the next risk factor, we may be required to repurchase
or repay outstanding debt of the cable operators that we are acquiring.

- We may complete additional acquisitions.

If we fail to consummate any of these acquisitions because we cannot obtain
financing, we would likely be subject to breach of contract and other claims
that could materially adversely affect our operating results.

WE MAY BE UNABLE TO OBTAIN SUFFICIENT CAPITAL TO REPURCHASE OR REPAY OUTSTANDING
DEBT OF THE CABLE OPERATORS THAT WE ARE ACQUIRING.

Following the closings of the Falcon, Avalon and Bresnan acquisitions, we
will be required to make offers to repurchase notes issued by Falcon, Avalon and
Bresnan under the terms of the indentures governing these notes.

The total principal amount and accreted value of these notes as of June 30,
1999 was $1.3 billion. If we were required to repurchase all of these notes, the
total repurchase price would be $1.3 billion, as of June 30, 1999. Further, our
acquisitions of Avalon and Bresnan will constitute a change of control under
Avalon's and Bresnan's respective credit facilities. In each case, this will
trigger an event of default under each of these credit facilities, permitting
the lenders to declare all amounts outstanding to be due and payable. As a
result, if we are unable to obtain waivers of these events of defaults from the
respective lenders or refinance these credit facilities with new credit
facilities, we will be required to repay all amounts outstanding under the
Avalon and Bresnan credit facilities. As of June 30, 1999, there were $177.4
million and $500.0 million in borrowings outstanding under the Avalon and
Bresnan credit facilities, respectively. We cannot assure you that we will be
able to obtain capital sufficient to fulfill all of these repurchase and
repayment obligations, or be able to obtain necessary waivers from the Avalon
and Bresnan lenders or refinance the debt outstanding under the Avalon and
Bresnan credit facilities.

SPECIFIED ACQUISITION-RELATED EQUITY HOLDERS ARE OR MAY BE ENTITLED TO CAUSE US

TO REPURCHASE THEIR EQUITY INTERESTS.

A number of holders of membership units of Charter Communications Holding
Company and/or shares of Class A common stock of Charter Communications, Inc.
have or may have the right to cause us to repurchase these securities.

- The Rifkin sellers who have received and continue to hold preferred
membership units have the right to cause Charter Communications Holding
Company to repurchase these preferred membership units at any time. The
Rifkin sellers may also have rescission rights against Charter
Communications, Inc. and Charter Communications Holding Company arising
out of a possible violation of Section 5 of the Securities Act of 1933 in
connection with the offer and sale of the preferred membership units to
the Rifkin sellers. If Charter Communications, Inc. or Charter
Communications Holding Company becomes obligated to repurchase all of

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<PAGE> 29

the Rifkin sellers' equity interests pursuant to these rescission rights,
Charter Communications, Inc. or Charter Communications Holding Company
would be obligated to repurchase these equity interests for $133.3
million.

- The Falcon sellers that will acquire membership units may have rescission
rights against Charter Communications, Inc. and Charter Communications
Holding Company arising out of a possible violation of Section 5 of the
Securities Act of 1933 in connection with the offer and sale of these
membership units to the Falcon sellers. If Charter Communications, Inc.
or Charter Communications Holding Company becomes obligated to repurchase
all of the Falcon sellers' membership units pursuant to these rescission
rights, Charter Communications, Inc. or Charter Communications Holding
Company would be obligated to repurchase these membership units for up to
$125.0 million.

We cannot guarantee that any or all of these acquisition-related equity holders
will not exercise any put or rescission rights that they may have. We cannot
assure you that we would be able to obtain capital sufficient to fund any
required repurchase or liability. See "Business--Acquisitions" for a description
of the issuance of membership units of Charter Communications Holding Company as
part of the consideration for our recent and pending acquisitions and repurchase
obligations that we may have.

THERE SHOULD BE NO EXPECTATION THAT MR. ALLEN WILL FUND OUR OPERATIONS OR
OBLIGATIONS IN THE FUTURE.

In the past, Mr. Allen and/or his affiliates have contributed equity to
Charter Investment, Inc. and Charter Communications Holding Company. Pursuant to
a membership interests purchase agreement, as amended, Mr. Allen, through Vulcan
Cable III Inc., contributed to Charter Communications Holding Company $500
million in cash in August 1999 and an additional $825 million in September 1999.
In addition, Mr. Allen, through Vulcan Cable III Inc., has also agreed to
purchase an additional $750 million of membership units of Charter
Communications Holding Company at the closing of the offering. Other than as
described in this prospectus, there should be no expectation that Mr. Allen or
his affiliates will contribute funds to us or to our subsidiaries in the future.

A SALE BY MR. ALLEN OF HIS DIRECT OR INDIRECT EQUITY INTERESTS COULD ADVERSELY
AFFECT OUR ABILITY TO MANAGE OUR BUSINESS.

Mr. Allen is not prohibited by any agreement from selling his shares of
Class B common stock of Charter Communications, Inc. or causing Charter
Investment, Inc. or Vulcan Cable III Inc. to sell their membership units in
Charter Communications Holding Company after the lapse of a 180-day lock-up
period following completion of this offering. We cannot assure you that Mr.
Allen will maintain all or any portion of his direct or indirect ownership
interest in us. In the event he sells all or any portion of his direct or
indirect ownership interest in

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Charter Communications, Inc. or Charter Communications Holding Company, we
cannot assure you that he would continue as Chairman of Charter Communications,
Inc.'s board of directors or otherwise participate in our management. The
disposition by Mr. Allen or any of his affiliates of their equity interests or
the loss of his services could adversely affect our growth, financial condition
and results of operations, or adversely impact the market price of the Class A
common stock.

THE FAILURE TO OBTAIN NECESSARY REGULATORY APPROVALS, OR TO SATISFY OTHER
CLOSING CONDITIONS, COULD IMPEDE THE CONSUMMATION OF A PENDING ACQUISITION. THIS
WOULD PREVENT OR DELAY OUR STRATEGY TO EXPAND OUR BUSINESS AND INCREASE
REVENUES.

Our pending acquisitions are subject to federal, state and local regulatory
approvals. We cannot assure you that we will be able to obtain any necessary
approvals. These pending acquisitions are also subject to a number of other
closing conditions. We cannot assure you as to when, or if, each such
acquisition will be consummated. Any delay, prohibition or modification could
adversely affect the terms of a pending acquisition or could require us to
abandon an otherwise attractive opportunity and possibly forfeit earnest money.

OUR PENDING ACQUISITIONS MAY NOT BE CONSUMMATED AND IF NOT CONSUMMATED, OUR
MANAGEMENT WILL HAVE BROAD DISCRETION WITH RESPECT TO THE USE OF THE PROCEEDS
ALLOCATED TO SUCH ACQUISITIONS.

The consummation of each of our pending acquisitions is subject to a number
of conditions. If these conditions are not materially met, the relevant
acquisition may not be consummated. We cannot assure you that any or all of
these acquisitions will be consummated on the terms described in this
prospectus, or at all. This offering is not contingent or in any way dependent
on the consummation of any or all of these acquisitions. If any of these
acquisitions is not consummated, a significant portion of the net proceeds from
the offering will not be designated for a specific use. In these circumstances,
our management will have broad discretion with respect to the use of the
proceeds of the offering and you will not have the opportunity, as part of your
investment decision, to assess whether the proceeds are being used
appropriately.

WE OPERATE IN A VERY COMPETITIVE BUSINESS ENVIRONMENT WHICH CAN ADVERSELY AFFECT
OUR BUSINESS AND OPERATIONS.

The industry in which we operate is highly competitive. In some instances,
we compete against companies with fewer regulatory burdens, easier access to
financing, greater personnel resources, greater brand name recognition and
long-standing relationships with regulatory authorities. Mergers, joint ventures
and alliances among cable television operators, regional telephone companies,
long distance telephone service providers, electric utilities, local exchange
carriers, which are local phone companies that provide local area telephone
services and access to long distance services to customers, providers of
cellular

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and other wireless communications services, Internet service providers and
others may result in providers capable of offering cable television and other
telecommunications services in direct competition with us.

We face competition within the subscription television industry, which
includes providers of paid television service employing technologies other than
cable, and excludes broadcast companies that transmit their signal to customers
without assessing a subscription fee. We also face competition from broadcast
companies distributing television broadcast signals without assessing a
subscription fee and from other communications and entertainment media,
including conventional off-air television and radio broadcasting services,
newspapers, movie theaters, the Internet, live sports events and home video
products. We cannot assure you that upgrading our cable systems will allow us to
compete effectively. Additionally, as we expand and introduce new and enhanced
services, including Internet and telecommunications services, we will be subject
to competition from telecommunications providers and Internet service providers.
We cannot predict the extent to which this competition may affect our business
and operations in the future.

DATA PROCESSING FAILURES AFTER DECEMBER 31, 1999 COULD SIGNIFICANTLY DISRUPT OUR
OPERATIONS, CAUSING A DECLINE IN CASH FLOW AND REVENUES AND OTHER DIFFICULTIES.

The year 2000 problem affects our owned and licensed computer systems and
equipment used in connection with internal operations. It also affects our
non-information technology systems, including embedded systems in our buildings
and other infrastructure. Additionally, since we rely directly and indirectly,
in the regular course of business, on the proper operation and compatibility of
third-party systems, the year 2000 problem could cause these systems to fail,
err or become incompatible with our systems.

Much of our assessment efforts regarding the year 2000 problem have
involved, and depend on, inquiries to third party service providers. Some of
these third parties that have certified the readiness of their products will not
certify that such products have operating compatibility with our systems. If we,
or a significant third party with whom we communicate and do business through
computers, fails to become year 2000 ready, or if the year 2000 problem causes
our systems to become internally incompatible or incompatible with key third
party systems, our business could suffer material disruptions. We could also
face disruptions if the year 2000 problem causes general widespread problems or
an economic crisis. We cannot now estimate the extent of these potential
disruptions. We cannot assure you that our efforts to date and our ongoing
efforts to prepare for the year 2000 problem will be sufficient to prevent a
material disruption of our operations, particularly with respect to systems we
may acquire prior to December 31, 1999. As a result of any such disruption, our
growth, financial condition and results of operations could suffer materially.

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THE LOSS OF KEY EXECUTIVES COULD ADVERSELY AFFECT OUR ABILITY TO MANAGE OUR
BUSINESS.

Our success is substantially dependent upon the retention, and the
continued performance of the Chairman of our board of directors, Mr. Allen, and
our Chief Executive Officer, Jerald L. Kent. The loss of the services of Mr.
Allen or Mr. Kent could adversely affect our financial condition and results of
operations.

REGULATORY AND LEGISLATIVE MATTERS

OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL LEGISLATION AND REGULATION.
THE APPLICABLE LEGISLATION AND REGULATIONS, AND CHANGES TO THEM, COULD ADVERSELY
AFFECT OUR BUSINESS BY INCREASING OUR EXPENSES.

Regulation of the cable industry has increased the administrative and
operational expenses and limited the revenues of cable systems. Cable operators
are subject to, among other things:

- limited rate regulation;

- requirements that, under specified circumstances, a cable system carry a
local broadcast station or obtain consent to carry a local or distant
broadcast station;

- rules for franchise renewals and transfers; and

- other requirements covering a variety of operational areas such as equal
employment opportunity, technical standards and customer service
requirements.

Additionally, many aspects of these regulations are currently the subject
of judicial proceedings and administrative or legislative proposals. There are
also ongoing efforts to amend or expand the state and local regulation of some
of our cable systems, which may compound the regulatory risks we already face.
We expect further efforts of this type, but cannot predict whether any of the
states or localities in which we now operate will expand regulation of our cable
systems in the future or how they will do so.

WE MAY BE REQUIRED TO PROVIDE ACCESS TO OUR NETWORKS TO OTHER INTERNET SERVICE
PROVIDERS. THIS COULD SIGNIFICANTLY INCREASE OUR COMPETITION AND ADVERSELY
AFFECT THE UPGRADE OF OUR SYSTEMS OR OUR ABILITY TO PROVIDE NEW PRODUCTS AND
SERVICES.

There are proposals before the United States Congress and the Federal
Communications Commission to require all cable operators to make a portion of
their cable systems' bandwidth available to other Internet service providers,
such as telephone companies. Certain local franchising authorities are
considering or have already approved such "open access" requirements. A federal
district court in Portland, Oregon upheld the legality of an open access
requirement. Recently,

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a number of companies, including telephone companies and Internet service
providers, have requested local authorities and the Federal Communications
Commission to require cable operators to provide access to cable's broadband
infrastructure, which allows cable to deliver a multitude of channels and/or
services, so that these companies may deliver Internet services directly to
customers over cable facilities. Broward County, Florida granted open access to
an Internet service provider as a condition to a cable operator's transfer of
its franchise for cable service. The cable operator has commenced legal action
at the federal district court level. Allocating a portion of our bandwidth
capacity to other Internet service providers would impair our ability to use our
bandwidth in ways that would generate maximum revenues. In addition, our
Internet service provider competitors would be strengthened. We may also decide
not to upgrade our systems which would prevent us from introducing our planned
new products and services. In addition, we cannot assure you that if we were
required to provide access in this manner, it would not adversely impact our
profitability in many ways, including any or all of the following:

- significantly increasing competition;

- increasing the expenses we incur to maintain our systems; and

- increasing the expense of upgrading and/or expanding our systems.

OUR CABLE SYSTEMS ARE OPERATED UNDER FRANCHISES WHICH ARE SUBJECT TO NON-
RENEWAL OR TERMINATION. THE FAILURE TO RENEW A FRANCHISE COULD ADVERSELY AFFECT
OUR BUSINESS IN A KEY MARKET.

Our cable systems generally operate pursuant to non-exclusive franchises,
permits or licenses typically granted by a municipality or other state or local
government controlling the public rights-of-way. Many franchises establish
comprehensive facilities and service requirements, as well as specific customer
service standards and establish monetary penalties for non-compliance. In many
cases, franchises are terminable if the franchisee fails to comply with material
provisions set forth in the franchise agreement governing system operations.
Franchises are generally granted for fixed terms and must be periodically
renewed. Local franchising authorities may resist granting a renewal if either
past performance or the prospective operating proposal is considered inadequate.
Franchise authorities often demand concessions or other commitments as a
condition to renewal, which have been and may continue to be costly to us. In
some instances, franchises have not been renewed at expiration, and we have
operated under either temporary operating agreements or without a license while
negotiating renewal terms with the local franchising authorities. We cannot
assure you that we will be able to renew these franchises in the future, and a
sustained failure to renew a franchise could adversely affect our business in
the affected geographic area.

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WE OPERATE OUR CABLE SYSTEMS UNDER FRANCHISES WHICH ARE NON-EXCLUSIVE. LOCAL
FRANCHISING AUTHORITIES CAN GRANT ADDITIONAL FRANCHISES AND CREATE COMPETITION
IN MARKET AREAS WHERE NONE EXISTED PREVIOUSLY.

Our cable systems are operated under franchises granted by local
franchising authorities. These franchises are non-exclusive. Consequently, such
local franchising authorities can grant additional franchises to competitors in
the same geographic area. As a result, competing operators may build systems in
areas in which we hold franchises. In some cases municipal utilities may legally
compete with us without obtaining a franchise from the local franchising
authority. The existence of more than one cable system operating in the same
territory is referred to as an overbuild. These overbuilds could adversely
affect our growth, financial condition and results of operations.

LOCAL FRANCHISE AUTHORITIES HAVE THE ABILITY TO IMPOSE ADDITIONAL REGULATORY
CONSTRAINTS ON OUR BUSINESS. THIS CAN FURTHER INCREASE OUR EXPENSES.

In addition to the franchise document, cable authorities have also adopted
in some jurisdictions cable regulatory ordinances that further regulate the
operation of cable systems. This additional regulation increases our expenses in
operating our business. We cannot assure you that the local franchising
authorities will not impose new and more restrictive requirements.

Local franchising authorities also have the power to reduce rates and order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. Basic service tier
rates are the prices charged for basic programming services. As of June 30,
1999, we have refunded an aggregate amount of approximately $50,000 since our
inception. We may be required to refund additional amounts in the future.

DESPITE RECENT DEREGULATION OF EXPANDED BASIC CABLE PROGRAMMING PACKAGES, WE ARE
CONCERNED THAT CABLE RATE INCREASES COULD GIVE RISE TO FURTHER REGULATION. THIS
COULD IMPAIR OUR ABILITY TO RAISE RATES TO COVER OUR INCREASING COSTS OR CAUSE
US TO DELAY OR CANCEL SERVICE OR PROGRAMMING ENHANCEMENTS.

On March 31, 1999, the pricing guidelines of expanded basic cable
programming packages were deregulated, permitting cable operators to set their
own rates. This deregulation was not applicable to basic services. However, the
Federal Communications Commission and the United States Congress continue to be
concerned that cable rate increases are exceeding inflation. It is possible that
either the Federal Communications Commission or the United States Congress will
again restrict the ability of cable television operators to implement rate
increases. Should this occur, it would impede our ability to raise our rates. If
we are unable to raise our rates in response to increasing costs, our financial
condition and results of operations could be materially adversely affected.

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IF WE OFFER TELECOMMUNICATIONS SERVICES, WE MAY BE SUBJECT TO ADDITIONAL
REGULATORY BURDENS CAUSING US TO INCUR ADDITIONAL COSTS.

If we enter the business of offering telecommunications services, we may be
required to obtain federal, state and local licenses or other authorizations to
offer these services. We may not be able to obtain such authorizations in a
timely manner, if at all, and conditions could be imposed upon such licenses or
authorizations that may not be favorable to us. Furthermore, telecommunications
companies, including Internet protocol telephony companies, which are companies
that have the ability to offer telephone services over the Internet, generally
are subject to significant regulation as well as higher fees for pole
attachments. Pole attachments are cable wires that are attached to poles. In
particular, cable operators who provide telecommunications services and cannot
reach agreement with local utilities over pole attachment rates in states that
do not regulate pole attachment rates will be subject to a methodology
prescribed by the Federal Communications Commission for determining the rates.
These rates may be higher than those paid by cable operators who do not provide
telecommunications services. The rate increases are to be phased in over a
five-year period beginning on February 8, 2001. If we become subject to
telecommunications regulation or higher pole attachment rates, we may incur
additional costs which may be material to our business.

THE OFFERING

RISKS OF EXTREME VOLATILITY OF MARKET PRICE OF CLASS A COMMON STOCK.

The initial public offering price that we determine, with the assistance of
the underwriters, may have no relation to the price at which the Class A common
stock trades after completion of the offering. Among the factors considered in
determining the initial public offering price of the shares, in addition to
prevailing market conditions, will be our historical performance, estimates of
our business potential and our earnings prospects, an assessment of our
management and the consideration of the above factors in relation to market
valuation of companies in related businesses. The market price of the Class A
common stock may be extremely volatile for many reasons, including:

- actual or anticipated variations in our revenues and operating results;

- a public market for the Class A common stock may not develop;

- announcements of the development of improved or competitive technologies;

- the use of new products or promotions by us or our competitors;

- the offer and sale by us in the future of additional shares of Class A
common stock or other securities;

- changes in financial forecasts by securities analysts;

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- new conditions or trends in the cable industry; and

- market conditions.

THE MARKET PRICE FOR OUR CLASS A COMMON STOCK COULD BE ADVERSELY AFFECTED BY THE
LARGE NUMBER OF ADDITIONAL SHARES ELIGIBLE FOR ISSUANCE IN THE FUTURE.

Immediately following the offering, 170,000,000 shares of Class A common
stock will be issued and outstanding. An additional 402,990,815 shares of Class
A common stock will be issuable under the circumstances described in the section
"Shares Eligible for Future Sale". Substantially all of the shares of Class A
common stock issuable upon exchange of Charter Communications Holding Company
membership units and all shares of Class A common stock issuable upon conversion
of shares of our Class B common stock will have "demand" and/or "piggyback"
registration rights attached to them, including those issuable to Mr. Allen
through Charter Investment, Inc. and Vulcan Cable III Inc. "Demand" rights
enable the holders to demand that their shares be registered and may require us
to file a registration statement under the Securities Act of 1933 at our
expense. "Piggyback" rights provide for notice to the relevant holders if we
propose to register any of our securities under the Securities Act, and such
holders may include their shares in the registration statement. Shares of Class
A common stock not held by our affiliates will be freely saleable at the end of
the relevant restricted period pursuant to Rule 144.

The sale of a substantial number of shares of Class A common stock, or the
perception that such sales could occur, could adversely affect prevailing market
prices for the Class A common stock. In addition, any such sale or perception
that such sale could occur could make it more difficult for us to sell equity
securities or equity-related securities in the future at a time and price that
we deem appropriate. See "Shares Eligible For Future Sale".

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION RESULTING IN YOUR STOCK
BEING WORTH LESS ON A NET TANGIBLE BOOK VALUE BASIS THAN THE AMOUNT YOU
INVESTED.

Purchasers of the Class A common stock offered hereby will experience an
immediate dilution in net tangible book value of $0.51 per share of Class A
common stock purchased. Accordingly, in the event we are liquidated, investors
may not receive the full amount of their investment. See "Dilution".

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FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements regarding, among other
things, our plans, strategies and prospects, both business and financial.
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. Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this prospectus are
set forth under the caption "Risk Factors" and elsewhere in this prospectus and
include, but are not limited to:

- our plans to achieve growth by offering new products and services and
through acquisitions;

- our anticipated capital expenditures for our planned upgrades and the
ability to fund these expenditures;

- our beliefs regarding the effects of governmental regulation on our
business;

- our ability to effectively compete in a highly competitive environment;
and

- our expectations to be ready for any year 2000 problem.

All forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by those cautionary statements.

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USE OF PROCEEDS

We estimate that the net proceeds from our sale of 170,000,000 shares of
Class A common stock will be $2.94 billion, after deducting underwriting
discounts. The estimated offering expenses of $40.0 million will be paid by
Charter Communications Holding Company. This assumes an initial public offering
price of $18.00 per share, which is the mid-point of the range appearing on the
cover page of this prospectus. If the underwriters exercise their over-allotment
option in full, we estimate that the net proceeds from our sale of 195,500,000
shares will be $3.38 billion. In addition, concurrently with the closing of the
offering, Charter Communications Holding Company will receive proceeds of $750
million from an equity purchase by Mr. Allen, through Vulcan Cable III Inc., for
membership units at a purchase price per membership unit equal to the net
initial public offering price per share, which is the initial public offering
price less the underwriting discount.

The membership units of Charter Communications Holding Company acquired by
Charter Communications, Inc. will represent an approximate 34% equity interest
in Charter Communications Holding Company as of the closing of the offering, or
an approximate 31% equity interest making all of the assumptions described on
page 4 with respect to our organizational chart. If the underwriters exercise
their over-allotment option in full, those percentages would be 38% and 34%,
respectively. The price per membership unit to be acquired by Charter
Communications, Inc. will be equal to the net initial public offering price per
share.

Charter Communications Holding Company will use the cash proceeds from the
sale of the membership units to Charter Communications, Inc., together with the
proceeds from the $750 million equity purchase described above, to pay a portion
of the cash purchase prices of the pending acquisitions. These sources, together
with other currently available sources, will not be sufficient to consummate
these acquisitions, and we will require additional financing. See

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"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources -- Acquisitions" and the
accompanying sources and uses table for more information. We expect, but cannot
guarantee, that these acquisitions will be completed by the end of the first
quarter of 2000. See "Business -- Acquisitions" for further information on these
acquisitions.

Pending Charter Communications Holding Company's use of the net proceeds of
this offering as described above, we may invest the funds in appropriate
short-term investments as determined by us or repay any amounts outstanding
under Charter Operating's revolving credit facilities.

36
<PAGE> 40

DIVIDEND POLICY

We do not expect to pay any cash dividends on our Class A common stock in
the foreseeable future. Charter Communications Holding Company is required under
certain circumstances to pay distributions pro rata to all its common members to
the extent necessary for any common member to pay taxes incurred with respect to
its share of taxable income attributed to Charter Communications Holding
Company. Covenants in the indentures and credit agreements governing the
indebtedness of Charter Communications Holding Company's subsidiaries restrict
their ability to make distributions to us and, accordingly, limit our ability to
declare or pay cash dividends. We intend to cause Charter Communications Holding
Company and its subsidiaries to retain future earnings, if any, to finance the
expansion of the business of Charter Communications Holding Company and its
subsidiaries.

37
<PAGE> 41

CAPITALIZATION

The following table sets forth as of June 30, 1999 on a consolidated basis:

- the actual capitalization of Charter Communications Holding Company;

- the pro forma capitalization of Charter Communications, Inc. to reflect:

(1) the issuance and sale by Charter Communications, Inc. of the shares
of Class A common stock offered in this prospectus for net proceeds
of $2.90 billion, after deducting underwriting discounts and
estimated offering expenses totaling $162 million, of which $40
million will be paid by Charter Communications Holding Company;

(2) an initial public offering price per share of $18.00, which is the
mid-point of the range appearing on the cover page of this
prospectus;

(3) the issuance and sale by Charter Communications, Inc. of 50,000
shares of high vote Class B common stock to Mr. Allen and our three
founders for proceeds of $.9 million;

(4) the purchase by Charter Communications, Inc. of 170.05 million
membership units in Charter Communications Holding Company
resulting in the consolidation of Charter Communications Holding
Company by Charter Communications, Inc.; and

- the pro forma as adjusted capitalization of Charter Communications, Inc.
assuming that as of June 30, 1999:

(1) Mr. Allen, through Vulcan Cable III Inc., had made a total equity
contribution of $1.325 billion to Charter Communications Holding
Company for membership units at a price per membership unit of
$20.73;

(2) Mr. Allen, through Vulcan Cable III Inc., had purchased membership
units from Charter Communications Holding Company for $750 million
at a price per membership unit equal to the net initial public
offering price per share;

(3) all acquisitions closed since June 30, 1999 and all of our pending
acquisitions had been completed;

(4) all of the Helicon and Rifkin notes had been repurchased through
tender offers;

(5) the credit facilities at Avalon and Bresnan that we are assuming
had remained in place on terms similar to the existing credit
facilities, and we had arranged new credit facilities at Fanch;

(6) the Falcon, Avalon and Bresnan notes and debentures had not been
put to us as permitted under the change of control provisions in
the indentures for these notes and debentures;

38
<PAGE> 42

(7) $425 million of the Falcon acquisition purchase price had been
paid in the form of membership units in Charter Communications
Holding Company. Up to $550 million of the purchase price may be
payable in the form of membership units;

(8) no membership units in Charter Communications Holding Company had
been exchanged for Class A or Class B common stock of Charter
Communications, Inc.;

(9) pending acquisitions had been funded with additional long-term
debt of $1.4 billion, which is not arranged at this time;

(10) the underwriters had not exercised their over-allotment option;
and

(11) none of the options to purchase membership units granted under the
Charter Communications Holding Company option plan or granted to
our chief executive officer had been exercised.

This table should be read in conjunction with the "Unaudited Pro Forma
Financial Statements" and the accompanying notes included elsewhere in this
prospectus. See also "Use of Proceeds".

39
<PAGE> 43

<TABLE>
<CAPTION>
AS OF JUNE 30, 1999
----------------------------------------------
CHARTER
COMMUNICATIONS CHARTER COMMUNICATIONS, INC.
HOLDING ----------------------------
COMPANY PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Long-term debt:
Credit facilities(a)......................... $2,025,000 $ 2,025,000 $ 5,735,000
8.250% senior notes -- Charter Holdings...... 600,000 600,000 600,000
8.625% senior notes -- Charter Holdings...... 1,500,000 1,500,000 1,500,000
9.920% senior discount notes -- Charter
Holdings.................................. 1,475,000 1,475,000 1,475,000
10% senior discount notes -- Renaissance..... 114,413 114,413 114,413
Notes and debentures -- Falcon(b)............ -- -- 825,250
Notes -- Avalon(c)........................... -- -- 346,000
Notes -- Bresnan(d).......................... -- -- 445,000
Other(e)..................................... 1,010 1,010 1,388,198
---------- ----------- -----------
5,715,423 5,715,423 12,428,861
Net unamortized discount..................... (581,113) (581,113) (945,742)
---------- ----------- -----------
Total long-term debt................. 5,134,310 5,134,310 11,483,119
---------- ----------- -----------
Members' equity(f)............................. 3,204,122 -- --
---------- ----------- -----------
Minority interest(f)(g)........................ -- 3,425,546 6,761,825
---------- ----------- -----------
Stockholders' equity:
Class A common stock; $.001 par value;
1.5 billion shares authorized; 170 million
shares issued and outstanding on a pro
forma basis............................... -- 170 170
Class B common stock; $.001 par value;
1 billion shares authorized; 50,000 shares
issued and outstanding on a pro forma
basis..................................... -- -- --
Preferred stock; $.001 par value; 250 million
shares authorized; no shares issued and
outstanding............................... -- -- --
Additional paid-in capital................... 2,677,006 2,973,939
---------- ----------- -----------
Total stockholders' equity(g)(h).......... -- 2,677,176 2,974,109
---------- ----------- -----------
Total capitalization................. $8,338,432 $11,237,032 $21,219,053
========== =========== ===========
</TABLE>

- ---------------

(a) Pro forma as adjusted credit facilities consist of $3.0 billion of existing
credit facilities at Charter Operating, $1.0 billion of committed credit
facilities at Falcon, $0.8 billion of credit facilities at Avalon and
Bresnan that we expect to arrange on terms similar to the existing credit
facilities at those companies and a $0.9 billion credit facility at Fanch
that we expect to arrange. If we are unable to arrange this new $1.7
billion in bank financing, the amount of debt needed to be raised prior to
closing of our pending acquisitions would increase, as discussed in (e)
below. Additional interest expense that would be incurred as a result of
less favorable terms is discussed in the "Unaudited Pro Forma Financial
Statements".

(b) Consists of 8.375% senior debentures of $375 million, 9.285% senior
discount debentures of $435.25 million, and 11.56% subordinated notes of
$15 million.

40
<PAGE> 44

(d) Consists of 8.0% senior notes of $170 million and 9.25% senior discount
notes of $275 million.

(e) Pro forma as adjusted includes $1.4 billion of additional long-term debt
that we expect to raise prior to the closing of the pending acquisitions to
fund a portion of these acquisitions, including the Bresnan acquisition.
This amount would increase to $4.4 billion (representing the estimated $1.4
billion shortfall, $1.7 billion of credit facilities, $1.3 billion of notes
and debentures) to the extent we have to repay notes, debentures and credit
facility borrowings of our pending acquisitions that are put to us or we
will need to repurchase upon a change of control of the acquired entities.
Additionally, should Rifkin sellers choose to redeem their preferred
membership units the estimated shortfall would increase to $4.5 billion.
Although we have shown the $1.4 billion amount as debt in the above table,
we intend to finance $1.1 billion of this amount by issuing convertible
debt, convertible preferred or privately-placed equity securities. We can
give no assurance that additional debt or equity financing will be
available to us.

(f) Minority interest represents total member's equity of Charter
Communications Holding Company multiplied by 56% (pro forma) and 69% (pro
forma as adjusted), the estimated ownership percentages of Charter
Communications Holding Company not held by Charter Communications, Inc. See
"Unaudited Pro Forma Financial Statements". Pro forma as adjusted minority
interest includes additional equity contributions into Charter
Communications Holding Company by Mr. Allen, through Vulcan Cable III Inc.,
of $2.075 billion, additional equity interests in Charter Communications
Holding Company membership units issued to sellers of Falcon and Bresnan
recorded at $1.425 billion and $133.3 million of additional preferred
equity interests in Charter Communications Holding Company issued to the
sellers in the Rifkin acquisition. Gains (losses) arising from issuances by
Charter Communications Holding Company of its membership units will be
recorded as capital transactions in our consolidated financial statements
thereby increasing (decreasing) our total stockholders' equity.

(g) Approximately 10% and 59% of the membership units of Charter Communications
Holding Company are exchangeable for Class A and Class B common stock,
respectively, of Charter Communications, Inc., at the option of the equity
holders. We assume in this table that none of these membership units are
exchanged for Charter Communications, Inc. common stock. If all equity
holders in Charter Communications Holding Company exchanged all of their
membership units for common stock, total stockholders' equity would
increase by $6.8 billion and minority interest would decrease by $6.8
billion.

(h) Assuming the underwriters' option to purchase additional shares of Class A
common stock is exercised and the net proceeds are used to purchase
approximately an additional 3% of the membership units of Charter
Communications Holding Company, total stockholders' equity would increase
by $444.2 million.

41
<PAGE> 45

DILUTION

The following table illustrates the dilution in pro forma net tangible book
value (total assets less total liabilities) on a per share basis. In calculating
the dilution, we have made the same assumptions described on the following page
with respect to our unaudited pro forma financial statements. We have also
assumed the issuance of 170 million shares of Class A common stock offered in
this prospectus.

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share..................... $18.00
Pro forma net tangible book value per share at June 30,
1999................................................... 17.95
Decrease in pro forma net tangible book value per share
attributable to new investors purchasing shares in the
offering............................................... (0.46)
------
Pro forma net tangible book value per share after the offering...... 17.49
------
Pro forma dilution per share to new investors(a).................... $ 0.51
======
</TABLE>

- ---------------

(a) Assuming the exercise of the underwriters' over-allotment option, pro forma
dilution per share to new investors would be $0.45. Assuming $550 million
rather than $425 million of Falcon's purchase price is paid in the form of
Charter Communications Holding Company membership units and assuming no
exercise of the underwriters' over-allotment option, pro forma dilution per
share to new investors would be $0.43. Assuming $425 million of Falcon's
purchase price is paid in the form of membership units, the underwriters'
over-allotment option is not exercised and the membership units of Charter
Communications Holding Company issued to the Falcon and Bresnan sellers were
based on $18 per unit instead of the assumed $26.34 per unit and, therefore,
more units would be issued to the Falcon and Bresnan sellers, pro forma
dilution per share to new investors would be $1.27.

The table above and related discussion assumes no exercise of any stock
options outstanding. At June 30, 1999, there were options outstanding to
purchase 16,538,208 Charter Communications Holding Company membership units at
exercise prices ranging from $20.00 to $20.73 per unit. Membership units
received upon exercise of these options will be automatically exchanged for
shares of Class A common stock on a one-for-one basis, except for membership
units received by our chief executive officer which are exchangeable for Class A
common stock. To the extent that all of these options are exercised, pro forma
dilution per share to the new investors would be $0.44.

42
<PAGE> 46

The following table summarizes the relative investment in Charter
Communications Holding Company of the existing holders of Charter Communications
Holding Company membership units and Charter Communications, Inc., giving pro
forma effect to the purchase of Charter Communications Holding Company
membership units by Charter Communications, Inc. with the net proceeds of the
offering. This information is presented because it more accurately describes the
percentage ownership of the business of Charter Communications Holding Company
represented by the Class A common stock.

<TABLE>
<CAPTION>
MEMBERSHIP UNITS AVERAGE
PURCHASED CONSIDERATION PRICE PER
--------------------- -------------------- MEMBERSHIP
NUMBER PERCENT PAID PERCENT UNIT
----------- ------- ---------- ------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Existing holders of membership
units............................ 324,955,052 66% $5,633,300 66% $17.34
Charter Communications, Inc........ 170,000,000 34 2,897,500 34 17.04
----------- --- ---------- ---
Total.................... 494,955,052 100% $8,530,800 100%
=========== === ========== ===
</TABLE>

43
<PAGE> 47

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.
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 recent 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 of Operations:

(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., located in California and Utah, 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;
and

(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 units granted under the Charter Communications
Holding Company option plan or granted to our chief executive officer have been

44
<PAGE> 48

exercised. We have assumed the net proceeds would purchase 170 million common
membership units in Charter Communications Holding Company, representing a 44%
economic interest and a 100% voting interest, prior to the equity contributions
from Mr. Allen and the closing of any of the pending acquisitions. Prior to the
initial public offering, Charter Investment, Inc. owned approximately 217.6
million common membership units of Charter Communications Holding Company.

After considering additional membership units issued by Charter
Communications Holding Company to Mr. Allen, through Vulcan Cable III Inc., and
to the sellers of Falcon and Bresnan, the economic interest held by Charter
Communications, Inc. in Charter Communications Holding Company is reduced to
31%. Based on the terms of the agreements with the sellers of Falcon and
Bresnan, we estimate they will receive 54.1 million membership units at a price
per unit of $26.34. The number of units could vary based on the value of Charter
Communications Holding Company at the closing of the acquisitions, however, we
believe the effects would not have a material impact on the unaudited pro forma
financial statements. Mr. Allen will receive 43.4 million membership units for
his $750 million equity investment. Prior to the initial public offering Mr.
Allen contributed $1.325 billion and received 63.9 million membership units. As
such, the consolidated pro forma financial statements of Charter Communications,
Inc. reflect a minority interest equal to 69% of the equity of Charter
Communications Holding Company after the investment by Charter Communications,
Inc. and depict 69% of the net losses applicable to the common members of
Charter Communications Holding Company being allocated to the minority interest.

The Unaudited Pro Forma Financial Statements reflect the application of the
principles of purchase accounting to the transactions listed in items (1)
through (5) above. The allocation of purchase price is based, in part, on
preliminary information which is subject to adjustment upon obtaining complete
valuation information of intangible assets. We believe that finalization of the
purchase price will not have a material impact on the results of operations or
financial position of Charter Communications, Inc. or Charter Communications
Holding Company.

The unaudited pro forma adjustments are based upon available information
and certain assumptions that we believe are reasonable. In particular, the pro
forma adjustments assume the following:

- We will repurchase the Helicon notes at a price equal to 103% of their
aggregate principal amount, plus accrued interest. The call price of 103%
is not permitted until November 1, 1999. The Helicon notes are currently
callable at 106%.

- We will repurchase the Rifkin notes at a price in excess of their
principal amount, plus accrued interest as of June 30, 1999.

- We will arrange new credit facilities at Avalon and Bresnan on terms
similar to the existing credit facilities at those companies, and we will
arrange new credit facilities at Fanch.

45
<PAGE> 49

- The holders of the public notes and debentures of Falcon, Avalon and
Bresnan will not require us to repurchase these notes as required by
change of control provisions in the indentures for these notes and
debentures.

- We will pay $425 million of Falcon's purchase price in the form of
membership units in Charter Communications Holding Company. A portion of
the purchase price, ranging from $425 to $550 million, may, at the option
of specified Falcon sellers, be payable in the form of membership units
in Charter Communications Holdings Company. The exact amount of purchase
price payable in membership units will be determined by reference to a
formula in the Falcon acquisition purchase agreement.

- As of the closing of the offering, approximately 69% of the membership
units of Charter Communications Holding Company will be exchangeable for
Class A and Class B common stock of Charter Communications, Inc. at the
option of the holders. We assume none of these membership units are
exchanged for Charter Communications, Inc. common stock.

- We will fund certain pending acquisitions prior to closing with
additional long-term debt of $1.4 billion with an assumed interest rate
of 10%. The 10% rate is a current market rate approximating the rate on
debt similar to our 9.92% senior discount notes issued in March 1999.
These additional funds have not been arranged at this time.

The estimated impacts of alternative outcomes are disclosed in the notes to
the Unaudited Pro Forma Financial Statements.

The Unaudited Pro Forma Financial Statements of Charter Communications,
Inc. do not purport to be indicative of what our financial position or results
of operations would actually have been had the transactions described above been
completed on the dates indicated or to project our results of operations for any
future date.

46
<PAGE> 50

<TABLE>
<CAPTION>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999
--------------------------------------------------------------------------------------------------------
CHARTER
COMMUNICATIONS
HOLDING RECENT PENDING REFINANCING OFFERING
COMPANY ACQUISITIONS ACQUISITIONS ADJUSTMENTS ADJUSTMENTS
(NOTE A) (NOTE B) SUBTOTAL (NOTE B) (NOTE C) (NOTE D) TOTAL
-------------- ------------ ---------- ---------------- ----------- ----------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $ 594,173 $ 240,641 $ 834,814 $ 597,234 $ -- $ -- $ 1,432,048
---------- --------- ---------- ---------- -------- -------- ------------
Operating expenses:
Operating, general and
administrative...... 310,325 119,953 430,278 307,736 -- -- 738,014
Depreciation and
amortization........ 313,621 122,155 435,776 402,300 -- -- 838,076
Stock option
compensation
expense............. 38,194 -- 38,194 -- -- -- 38,194
Corporate expense
charges
(Note E)............ 11,073 17,943 29,016 18,711 -- -- 47,727
Management fees....... -- 4,891 4,891 3,849 -- -- 8,740
---------- --------- ---------- ---------- -------- -------- ------------
Total operating
expenses.......... 673,213 264,942 938,155 732,596 -- -- 1,670,751
---------- --------- ---------- ---------- -------- -------- ------------
Loss from operations.... (79,040) (24,301) (103,341) (135,362) -- -- (238,703)
Interest expense........ (183,869) (76,753) (260,622) (234,567) 4,300 -- (490,889)
Interest income......... 10,189 293 10,482 951 -- -- 11,433
Other income (expense).. 2,682 (894) 1,788 (26) -- -- 1,762
---------- --------- ---------- ---------- -------- -------- ------------
Income (loss) before
minority interest..... (250,038) (101,655) (351,693) (369,004) 4,300 -- (716,397)
Minority interest....... -- -- -- -- -- 492,864 492,864
---------- --------- ---------- ---------- -------- -------- ------------
Loss before
extraordinary item.... (250,038) (101,655) (351,693) (369,004) 4,300 492,864 (223,533)
Preferred dividends..... -- (5,332) (5,332) -- -- 5,332 --
---------- --------- ---------- ---------- -------- -------- ------------
Loss applicable to
equity holders........ $ (250,038) $(106,987) $ (357,025) $ (369,004) $ 4,300 $498,196 $ (223,533)
========== ========= ========== ========== ======== ======== ============
Basic loss per share
(Note F).............. $(1.31)
============
Diluted loss per share
(Note F).............. $(1.31)
============
Weighted average shares
outstanding:
Basic................. 170,050,000
Diluted............... 170,050,000
</TABLE>

47
<PAGE> 51

OPERATING DATA (AT END
OF PERIOD, EXCEPT FOR
AVERAGES):
Homes passed
(Note J).............. 4,509,000 1,020,000 5,529,000 4,220,000 9,749,000
Basic customers
(Note K).............. 2,734,000 670,000 3,404,000 2,761,000 6,165,000
Basic penetration (Note
L).................... 60.6% 65.7% 61.6% 65.4% 63.2%
Premium units (Note M).. 1,676,000 317,000 1,993,000 1,081,000 3,074,000
Premium penetration
(Note N).............. 61.3% 47.3% 58.5% 39.2% 49.9%
Average monthly revenue
per basic customer
(Note O).............. $ 38.71
</TABLE>

48
<PAGE> 52

NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

NOTE A: Pro forma operating results for Charter Communications Holding
Company consist of the following (dollars in thousands):

<TABLE>
<CAPTION>
HISTORICAL
------------------------------
1/1/99
THROUGH 1/1/99
6/30/99 THROUGH
CHARTER 3/31/99
COMMUNICATIONS MARCUS PRO FORMA
HOLDING COMPANY HOLDINGS(A) ADJUSTMENTS TOTAL
--------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues.............................................. $ 468,993 $125,180 $ -- $ 594,173
--------- -------- ------- ---------
Operating expenses:
Operating, general and administrative............... 241,341 68,984 -- 310,325
Depreciation and amortization....................... 249,952 51,688 11,981(b) 313,621
Stock option compensation expense................... 38,194 -- -- 38,194
Corporate expense charges........................... 11,073 -- -- 11,073
Management fees..................................... -- 4,381 (4,381)(c) --
--------- -------- ------- ---------
Total operating expenses.......................... 540,560 125,053 7,600 673,213
--------- -------- ------- ---------
Income (loss) from operations......................... (71,567) 127 (7,600) (79,040)
Interest expense...................................... (157,669) (27,067) 867(d) (183,869)
Interest income....................................... 10,085 104 -- 10,189
Other income (expense)................................ 2,840 (158) -- 2,682
--------- -------- ------- ---------
Loss before extraordinary item........................ $(216,311) $(26,994) $(6,733) $(250,038)
========= ======== ======= =========
</TABLE>

- ---------------

(a) Marcus Holdings represents the results of operations of Marcus Holdings
through March 31, 1999, the date of its merger with Charter Holdings.

(b) As a result of Mr. Allen acquiring a controlling interest in Marcus Cable, a
large portion of the purchase price was recorded as franchises ($2.5
billion) that are amortized over 15 years. This resulted in additional
amortization for the period from January 1, 1999 through March 31, 1999. The
adjustment to depreciation and amortization expense consists of the
following (dollars in millions):

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
USEFUL LIFE DEPRECIATION/
FAIR VALUE (IN YEARS) AMORTIZATION
---------- ---------------- -------------
<S> <C> <C> <C>
Franchises.................................................. $2,500.0 15 $ 40.8
Cable distribution systems.................................. 720.0 8 21.2
Land, buildings and improvements............................ 28.3 10 0.7
Vehicles and equipment...................................... 13.6 3 1.0
------
Total depreciation and amortization....................... 63.7
Less -- historical depreciation and amortization of Marcus
Cable................................................... (51.7)
------
Adjustment.............................................. $ 12.0
======
</TABLE>

(d) As a result of the acquisition of Marcus Cable by Mr. Allen, the carrying
value of outstanding debt was recorded at estimated fair value, resulting in
a debt premium that is to be amortized as an offset to interest expense over
the term of the debt. This resulted in a reduction of interest expense.

49
<PAGE> 53

NOTE B: Pro forma operating results for our recent acquisitions and
pending acquisitions consist of the following (dollars in thousands):

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
RECENT ACQUISITIONS -- HISTORICAL
-------------------------------------------------------------------------------
GREATER
AMERICAN MEDIA TOTAL
RENAISSANCE(A) CABLE(A) SYSTEMS HELICON RIFKIN(A) OTHER RECENT
-------------- -------- ------- -------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues........................................ $20,396 $12,311 $42,348 $ 42,956 $105,592 $ 9,157 $232,760
------- ------- ------- -------- -------- ------- --------
Operating expenses:
Operating, general and administrative......... 9,382 6,465 26,067 26,927 59,987 4,921 133,749
Depreciation and amortization................. 8,912 5,537 5,195 13,584 54,250 2,919 90,397
Management fees............................... -- 369 -- 2,148 1,701 298 4,516
------- ------- ------- -------- -------- ------- --------
Total operating expenses.................... 18,294 12,371 31,262 42,659 115,938 8,138 228,662
------- ------- ------- -------- -------- ------- --------
Income (loss) from operations................... 2,102 (60) 11,086 297 (10,346) 1,019 4,098
Interest expense................................ (6,321) (3,218) (565) (15,831) (23,781) (1,653) (51,369)
Interest income................................. 122 32 -- 105 -- -- 259
Other income (expense).......................... -- 2 (398) -- (471) (30) (897)
------- ------- ------- -------- -------- ------- --------
Income (loss) before income tax expense......... (4,097) (3,244) 10,123 (15,429) (34,598) (664) (47,909)
Income tax expense.............................. (65) 5 4,535 -- (1,239) -- 3,236
------- ------- ------- -------- -------- ------- --------
Income (loss) before extraordinary item......... $(4,032) $(3,249) $5,588 $(15,429) $(33,359) $ (664) $(51,145)
======= ======= ======= ======== ======== ======= ========
</TABLE>

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
PENDING ACQUISITIONS -- HISTORICAL
-------------------------------------------------------------------
INTERMEDIA TOTAL
SYSTEMS AVALON FALCON FANCH(B) BRESNAN PENDING
---------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues.................................................... $100,644 $ 51,769 $ 212,205 $98,931 $137,291 $ 600,840
-------- -------- --------- ------- -------- ---------
Operating expenses:
Operating, general and administrative..................... 55,248 29,442 112,557 44,758 84,256 326,261
Depreciation and amortization............................. 52,309 22,096 110,048 32,303 26,035 242,791
Equity-based deferred compensation........................ -- -- 44,600 -- -- 44,600
Management fees........................................... 1,566 -- -- 2,644 -- 4,210
-------- -------- --------- ------- -------- ---------
Total operating expenses................................ 109,123 51,538 267,205 79,705 110,291 617,862
-------- -------- --------- ------- -------- ---------
Income (loss) from operations............................... (8,479) 231 (55,000) 19,226 27,000 (17,022)
Interest expense............................................ (11,757) (23,246) (64,852) (666) (31,941) (132,462)
Interest income............................................. 163 708 -- 6 -- 877
Other income (expense)...................................... (6) -- 9,970 89 (607) 9,446
-------- -------- --------- ------- -------- ---------
Income (loss) before income tax expense (benefit)........... (20,079) (22,307) (109,882) 18,655 (5,548) (139,161)
Income tax expense (benefit)................................ (2,690) (1,362) (2,459) 118 -- (6,393)
-------- -------- --------- ------- -------- ---------
Income (loss) before extraordinary item..................... $(17,389) $(20,945) $(107,423) $18,537 $ (5,548) $(132,768)
======== ======== ========= ======= ======== =========
</TABLE>

50
<PAGE> 54

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
---------------------------------------------------------------------------------------
RECENT ACQUISITIONS PENDING ACQUISITIONS
-------------------------------------------------------- ----------------------------
PRO FORMA PRO FORMA
------------------------------------------- ---------------
HISTORICAL ACQUISITIONS(C) ADJUSTMENTS TOTAL HISTORICAL ACQUISITIONS(C)
---------- --------------- ----------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Revenues................ $232,760 $ 7,881 $ -- $ 240,641 $ 600,840 $29,378
-------- ------- -------- --------- --------- -------
Operating expenses:
Operating, general and
administrative...... 133,749 4,147 (17,943)(e) 119,953 326,261 16,317
Depreciation and
amortization........ 90,397 1,075 30,683(f) 122,155 242,791 6,444
Equity-based deferred
compensation........ -- -- -- -- 44,600 --
Corporate expense
charges............. -- -- 17,943(e) 17,943 -- --
Management fees....... 4,516 375 -- 4,891 4,210 757
-------- ------- -------- --------- --------- -------
Total operating
expenses............ 228,662 5,597 30,683 264,942 617,862 23,518
-------- ------- -------- --------- --------- -------
Income (loss) from
operations............ 4,098 2,284 (30,683) (24,301) (17,022) 5,860
Interest expense........ (51,369) (1,361) (24,023)(h) (76,753) (132,462) (567)
Interest income......... 259 34 -- 293 877 74
Other income
(expense)............. (897) 5 (2)(i) (894) 9,446 48,844
-------- ------- -------- --------- --------- -------
Income (loss) before
income tax expense
(benefit)............. (47,909) 962 (54,708) (101,655) (139,161) 54,211
Income tax (benefit)
expense............... 3,236 (114) (3,122)(j) -- (6,393) 97
-------- ------- -------- --------- --------- -------
Income (loss) before
extraordinary item.... (51,145) 1,076 (51,586) (101,655) (132,768) 54,114
Preferred dividends..... -- -- (5,332)(k) (5,332) -- --
-------- ------- -------- --------- --------- -------
Loss applicable to
equity holders........ $(51,145) $ 1,076 $(56,918) $(106,987) $(132,768) $54,114
======== ======= ======== ========= ========= =======

<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
-------------------------------------------
PENDING ACQUISITIONS
-------------------------------------------
PRO FORMA
-------------------------------------------
DISPOSITIONS(D) ADJUSTMENTS TOTAL
--------------- ----------- ---------
<S> <C> <C> <C>
Revenues................ $(32,984) $ -- $ 597,234
-------- --------- ---------
Operating expenses:
Operating, general and
administrative...... (16,131) (18,711)(e) 307,736
Depreciation and
amortization........ (13,659) 166,724(f) 402,300
Equity-based deferred
compensation........ -- (44,600)(g) --
Corporate expense
charges............. -- 18,711(e) 18,711
Management fees....... (1,118) -- 3,849
-------- --------- ---------
Total operating
expenses............ (30,908) 122,124 732,596
-------- --------- ---------
Income (loss) from
operations............ (2,076) (122,124) (135,362)
Interest expense........ 31 (101,569)(h) (234,567)
Interest income......... -- -- 951
Other income
(expense)............. (2,560) (55,756)(i) (26)
-------- --------- ---------
Income (loss) before
income tax expense
(benefit)............. (4,605) (279,449) (369,004)
Income tax (benefit)
expense............... -- 6,296(j) --
-------- --------- ---------
Income (loss) before
extraordinary item.... (4,605) (285,745) (369,004)
Preferred dividends..... -- -- --
-------- --------- ---------
Loss applicable to
equity holders........ $ (4,605) $(285,745) $(369,004)
======== ========= =========
</TABLE>

- ---------------

(a) Renaissance represents the results of operations of Renaissance through
April 30, 1999, the date of acquisition by Charter Communications Holding
Company. American Cable represents the results of operations of American
Cable through May 7, 1999, the date of acquisition by Charter Communications
Holding Company. Rifkin includes the results of operations for the six
months ended June 30, 1999 of Rifkin Acquisition Partners, L.L.L.P., Rifkin
Cable Income Partners L.P., Indiana Cable Associates, Ltd. and R/N South
Florida Cable Management Limited Partnership, all under common ownership as
follows (dollars in thousands):

<TABLE>
<CAPTION>
RIFKIN RIFKIN INDIANA SOUTH
ACQUISITION CABLE INCOME CABLE FLORIDA OTHER TOTAL
----------- ------------ ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues........................ $ 48,584 $2,708 $ 4,251 $ 12,274 $37,775 $105,592
Income (loss) from operations... (2,602) 166 (668) (9,214) 1,972 (10,346)
Income (loss) before
extraordinary item............ (13,197) 69 (1,072) (10,449) (8,710) (33,359)
</TABLE>

(b) Fanch includes the results of operations for the six months ended June 30,
1999, of Fanch Cable Systems as follows (dollars in thousands):

<TABLE>
<CAPTION>
FANCH CABLE OTHER TOTAL
----------- ------ -------
<S> <C> <C> <C>
Revenues.................................................... $90,357 $8,574 $98,931
Income from operations...................................... 17,825 1,401 19,226
Income before extraordinary item............................ 17,929 608 18,537
</TABLE>

(c) Represents the historical results of operations for the period from January
1, 1999 through the date of purchase for acquisitions completed by Rifkin,
Fanch and Bresnan.

51
<PAGE> 55

These acquisitions will be accounted for using the purchase method of
accounting. The purchase price in millions and closing dates for significant
acquisitions are as follows:

<TABLE>
<CAPTION>
RIFKIN FANCH BRESNAN
ACQUISITIONS ACQUISITIONS ACQUISITIONS
------------- ------------- ------------
<S> <C> <C> <C>
Purchase price............................. $165.0 $42.2 $40.0
Closing date............................... February 1999 February 1999 January 1999
Purchase price............................. $53.8 $248.0 $27.0
Closing date............................... July 1999 February 1999 March 1999
Purchase price............................. $70.5
Closing date............................... March 1999
Purchase price............................. $50.0
Closing date............................... June 1999
</TABLE>

(d) Represents the elimination of the operating results primarily related to the
cable systems to be transferred to InterMedia as part of a swap of cable
systems and to the sale of several smaller cable systems. A definitive
written agreement exists for the disposition on these systems. The fair
value of our systems to be transferred to InterMedia is $420 million. No
material gain or loss is anticipated on the disposition as these systems
were recently acquired and recorded at fair value at that time. It is
anticipated that this transfer to InterMedia will close during the third
quarter of 1999.

(e) Reflects a reclassification of expenses representing corporate expenses that
would have occurred at Charter Investment, Inc.

(f) Represents additional amortization of franchises as a result of our recent
and pending acquisitions. A large portion of the purchase price was
allocated to franchises ($12.2 billion) that are amortized over 15 years.
The adjustment to depreciation and amortization expense consists of the
following (dollars in millions):

<TABLE>
<CAPTION>
WEIGHTED AVERAGE DEPRECIATION/
FAIR VALUE USEFUL LIFE AMORTIZATION
---------- ---------------- -------------
<S> <C> <C> <C>
Franchises......................................... $12,178.4 15 $400.8
Cable distribution systems......................... 1,729.1 8 108.3
Land, buildings and improvements................... 53.9 10 2.6
Vehicles and equipment............................. 89.1 3 12.7
------
Total depreciation and amortization........................................... 524.4
Less-historical depreciation and amortization................................. (327.0)
------
Adjustment............................................................... $197.4
======
</TABLE>

(g) Reflects the elimination of an estimated $44.6 million of change in control
payments under the terms of Falcon's equity-based compensation plans that
are triggered by the acquisition of Falcon. These plans will be terminated
by us and the employees will participate in our stock option plan. As such,
these costs will not recur.

(h) Reflects additional interest expense on borrowings, which will be used to
finance the acquisitions as follows (dollars in millions):

<TABLE>
<S> <C>
$109.6 million of credit facilities at composite current
rate of 7.4% drawn down in March 1999, included in Charter
Holdings' historical cash................................. $ 4.1
$1.0 billion credit facilities at composite current rate of
7.4%...................................................... 36.0
$114.4 million 10.0% senior discount notes ($82.6 million
carrying value) -- Renaissance............................ 4.2
$375.0 million 8.375% senior debentures -- Falcon........... 15.7
$435.3 million 9.285% senior discount debentures ($304.7
million carrying value) -- Falcon......................... 13.7
$15.0 million 11.56% subordinated notes -- Falcon........... 0.9
$150.0 million 9.375% senior subordinated notes -- Avalon... 7.0
$196.0 million 11.875% senior discount notes ($128.6 million
carrying value) -- Avalon................................. 6.6
$170.0 million 8.0% senior notes -- Bresnan................. 6.8
</TABLE>

52
<PAGE> 56

<TABLE>
<S> <C>
$275.0 million 9.25% senior discount notes ($178.8 million
carrying value) -- Bresnan................................ 8.1
$2,690.0 million credit facilities of acquisitions (at
composite current rate of 7.9%)........................... 106.3
$1,363.4 million anticipated long-term debt (at 10.0%)...... 68.1
Interest expense prior to acquisition:
$381.1 million of credit facilities for Renaissance
acquisition (acquired April 30, 1999) at composite
current rate of 7.4%................................... 9.4
$240.0 million of credit facilities for American Cable
acquisition (acquired May 7, 1999) at composite current
rate of 7.4%........................................... 5.9
$500.0 million of credit facilities for Greater Media
acquisition (acquired June 30, 1999) at composite
current rate of 7.4%................................... 18.5
-------
Total pro forma interest expense....................... 311.3
Less-historical interest expense from acquired
companies............................................. (185.7)
-------
Adjustment........................................ $ 125.6
=======
</TABLE>

We have assumed that the Rifkin notes will be tendered. Should we be unable
to purchase all or a portion of the Rifkin notes, interest expense will
increase by up to $2.3 million. The Falcon sellers may take up to an
additional $125 million in equity instead of cash. This would reduce
interest expense by up to $4.6 million. We have assumed we will fund
certain pending acquisitions prior to closing with additional long-term
debt of $1.4 billion. An interest rate of 10% reflects the anticipated
borrowing rate available to Charter Communications Holding Company. An
increase in the interest rate of 0.125% on this assumed debt would result
in an increase in interest expense of $0.9 million. Should the estimated
shortfall of $1.4 billion increase to $4.4 billion, based on $1.7 billion
of credit facilities to be arranged and $1.3 billion of debt which may be
put to us based on change of control provisions, interest expense will
increase by up to $23.0 million. Additionally, should Rifkin sellers choose
to redeem their preferred membership units, the estimated shortfall would
increase to $4.5 billion and interest expense will increase by $6.7 million
while preferred equity dividends will decrease by $5.3 million. Principal
approximates carrying value for all undiscounted debt.

(i) Represents the elimination of gain (loss) on sale of cable television
systems whose results of operations have been eliminated in (d) above.

(j) Reflects the elimination of income tax expense (benefit) as a result of
expected recurring future losses. The losses will not be tax benefited and
no net deferred tax assets will be recorded.

(k) Represents dividends of 8% on the preferred equity interests issued to the
Rifkin sellers.

NOTE C: In March 1999, we extinguished substantially all of our long-term
debt, excluding borrowings of our previous credit facilities, and refinanced all
previous credit facilities. See "Capitalization". The refinancing adjustment of
lower interest expense consists of the following (dollars in millions):

<TABLE>
<CAPTION>
INTEREST
DESCRIPTION EXPENSE
----------- --------
<S> <C>
$600 million 8.25% senior notes............................. $ 24.8
$1.5 billion 8.625% senior notes............................ 64.7
$1.475 billion ($932 million carrying value) 9.92% senior
discount notes............................................ 45.4
Credit facilities ($652 million at composite current rate of
7.4%)..................................................... 24.9
Amortization of debt issuance costs......................... 7.8
Commitment fee on unused portion of our credit facilities
($1.6 billion at 0.375%).................................. 3.0
-------
Total pro forma interest expense.......................... 170.6
Less -- historical interest expense (net of Renaissance
and American Cable interest expense consolidated in
Charter Holdings)...................................... (174.9)
-------
Adjustment............................................. $ (4.3)
=======
</TABLE>

An increase in the interest rate of 0.125% on all variable rate debt would
result in an increase in interest expense of $3.6 million.

53
<PAGE> 57

NOTE D: Represents the allocation of 69% of the net loss applicable to
common members of Charter Communications Holding Company to the minority
interest and the reclassification of preferred dividends of $5.3 million to
minority interest.

NOTE E: Charter Investment, Inc. has provided corporate management and
consulting services to Charter Operating. In connection with the offering, the
existing management agreement will be assigned to Charter Communications, Inc.
and Charter Communications, Inc. will enter into a new management agreement with
Charter Communications Holding Company. See "Certain Relationships and Related
Transactions".

NOTE F: Basic loss per share assumes none of the membership units of
Charter Communications Holding Company are exchanged for Charter Communications,
Inc. common stock and none of the outstanding options to purchase membership
units of Charter Communications Holding Company that will be automatically
exchanged for Charter Communications, Inc. common stock are exercised. Basic
loss per share equals the loss applicable to common equity holders divided by
weighted average shares outstanding. If all of the membership units were
exchanged or options exercised, the effects would be antidilutive.

NOTE G: EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable television company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other companies. Management's
discretionary use of funds depicted by EBITDA may be limited by working capital,
debt service and capital expenditure requirements and by restrictions related to
legal requirements, commitments and uncertainties.

NOTE H: EBITDA margin represents EBITDA as a percentage of revenues.

NOTE I: Adjusted EBITDA means EBITDA before stock option compensation
expense, corporate expenses, management fees and other income (expense).
Adjusted EBITDA is presented because it is a widely accepted financial indicator
of a cable company's ability to service indebtedness. However, Adjusted EBITDA
should not be considered as an alternative to income from operations or to cash
flows from operating, investing or financing activities, as determined in
accordance with generally accepted accounting principles. Adjusted EBITDA should
also not be construed as an indication of a company's operating performance or
as a measure of liquidity. In addition, because Adjusted EBITDA is not
calculated identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other companies. Management's
discretionary use of funds depicted by Adjusted EBITDA may be limited by working
capital, debt service and capital expenditure requirements and by restrictions
related to legal requirements, commitments and uncertainties.

NOTE J: Homes passed are the number of living units, such as single
residence homes, apartments and condominium units, passed by the cable
television distribution network in a given cable system service area.

NOTE K: Basic customers are customers who receive basic cable service.

NOTE L: Basic penetration represents basic customers as a percentage of
homes passed.

NOTE M: Premium units represent the total number of subscriptions to
premium channels.

NOTE N: Premium penetration represents premium units as a percentage of
basic customers.

NOTE O: Average monthly revenue per basic customer represents revenues
divided by the number of months in the period divided by the number of basic
customers at June 30, 1999.

54
<PAGE> 58

<TABLE>
<CAPTION>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
-----------------------------------------------------
CHARTER
COMMUNI-
CATIONS
HOLDING RECENT
COMPANY MARCUS ACQUISITIONS
(NOTE A) (NOTE B) (NOTE C) SUBTOTAL
----------- ----------- ------------ ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C>
Revenues........................... $ 601,953 $ 457,929 $ 478,821 $1,538,703
----------- ----------- --------- ----------
Operating expenses:
Operating, general and
administrative.................. 304,555 236,595 248,915 790,065
Depreciation and amortization..... 370,406 258,348 259,290 888,044
Stock option compensation
expense......................... 845 -- -- 845
Corporate expense charges (Note
F).............................. 16,493 17,042 6,759 40,294
Management fees................... -- -- 12,107 12,107
----------- ----------- --------- ----------
Total operating expenses....... 692,299 511,985 527,071 1,731,355
----------- ----------- --------- ----------
Loss from operations............... (90,346) (54,056) (48,250) (192,652)
Interest expense................... (204,770) (140,651) (194,529) (539,950)
Other income (expense)............. 518 -- (3,310) (2,792)
----------- ----------- --------- ----------
Income (loss) before minority
interest......................... (294,598) (194,707) (246,089) (735,394)
Minority interest.................. -- -- -- --
----------- ----------- --------- ----------
Loss before extraordinary item..... (294,598) (194,707) (246,089) (735,394)
Preferred dividends................ -- -- (10,665) (10,665)
----------- ----------- --------- ----------
Loss applicable to equity
holders.......................... $ (294,598) $ (194,707) $(256,754) $ (746,059)
=========== =========== ========= ==========
Basic loss per share (Note G)......
Diluted loss per share (Note G)....
Weighted average shares
outstanding:
Basic............................
Diluted..........................
OTHER FINANCIAL DATA:
EBITDA (Note H).................... $ 280,578 $ 204,292 $ 207,730 $ 692,600
EBITDA margin (Note I)............. 46.6% 44.6% 43.4% 45.0%
Adjusted EBITDA (Note J)........... $ 297,398 $ 221,334 $ 229,906 $ 748,638
Cash flows from operating
activities....................... 141,602 135,466 78,612 355,680
Cash flows used in investing
activities....................... (387,633) (217,729) (171,296) (776,658)
Cash flows from (used in) financing
activities....................... 210,306 109,924 32,985 353,215
Cash interest expense..............
Capital expenditures............... 213,353 224,723 58,107 496,183
OPERATING DATA (AT END OF PERIOD,
EXCEPT FOR AVERAGES):
Homes passed (Note K).............. 2,149,000 1,743,000 1,506,000 5,398,000
Basic customers (Note L)........... 1,255,000 1,061,000 1,038,000 3,354,000
Basic penetration (Note M)......... 58.4% 60.9% 68.9% 62.1%
Premium units (Note N)............. 845,000 411,000 558,000 1,814,000
Premium penetration (Note O)....... 67.3% 38.7% 53.8% 54.1%
Average monthly revenue per basic
customer (Note P)................

<CAPTION>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
-------------------------------------------------------

PENDING REFINANCING OFFERING
ACQUISITIONS ADJUSTMENTS ADJUSTMENTS
(NOTE C) (NOTE D) (NOTE E) TOTAL
------------ ----------- ----------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C>
Revenues........................... $1,152,801 $ -- $ -- $ 2,691,504
---------- ------ ---------- ------------
Operating expenses:
Operating, general and
administrative.................. 569,650 -- -- 1,359,715
Depreciation and amortization..... 822,000 -- -- 1,710,044
Stock option compensation
expense......................... -- -- -- 845
Corporate expense charges (Note
F).............................. 41,322 -- -- 81,616
Management fees................... 8,696 -- -- 20,803
---------- ------ ---------- ------------
Total operating expenses....... 1,441,668 -- -- 3,173,023
---------- ------ ---------- ------------
Loss from operations............... (288,867) -- -- (481,519)
Interest expense................... (427,911) 7,000 -- (960,861)
Other income (expense)............. (8,152) -- -- (10,944)
---------- ------ ---------- ------------
Income (loss) before minority
interest......................... (724,930) 7,000 -- (1,453,324)
Minority interest.................. -- 999,900 999,900
---------- ------ ---------- ------------
Loss before extraordinary item..... (724,930) 7,000 999,900 (453,424)
Preferred dividends................ -- -- 10,665 --
---------- ------ ---------- ------------
Loss applicable to equity
holders.......................... $ (724,930) $7,000 $1,010,565 $ (453,424)
========== ====== ========== ============
Basic loss per share (Note G)...... $ (2.67)
============
Diluted loss per share (Note G).... $ (2.67)
============
Weighted average shares
outstanding:
Basic............................ 170,050,000
Diluted.......................... 170,050,000
OTHER FINANCIAL DATA:
EBITDA (Note H).................... 524,981 $ 1,217,581
EBITDA margin (Note I)............. 45.5% 45.2%
Adjusted EBITDA (Note J)........... $ 583,151 $ 1,331,789
Cash flows from operating
activities....................... 233,844 589,524
Cash flows used in investing
activities....................... (517,611) (1,294,269)
Cash flows from (used in) financing
activities....................... 203,487 556,702
Cash interest expense.............. 790,129
Capital expenditures............... 254,045 750,228
OPERATING DATA (AT END OF PERIOD,
EXCEPT FOR AVERAGES):
Homes passed (Note K).............. 4,203,000 9,601,000
Basic customers (Note L)........... 2,740,000 6,094,000
Basic penetration (Note M)......... 65.2% 63.5%
Premium units (Note N)............. 1,081,000 2,895,000
Premium penetration (Note O)....... 39.5% 47.5%
Average monthly revenue per basic
customer (Note P)................ $ 36.81
</TABLE>

55
<PAGE> 59

NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

NOTE A: Pro forma operating results for Charter Communications Holding
Company, including the acquisition of us on December 23, 1998 by Mr. Allen and
the acquisition of Sonic, consist of the following (dollars in thousands):

<TABLE>
<CAPTION>
12/24/98 1/1/98
THROUGH THROUGH
1/1/98 THROUGH 12/23/98 12/31/98 5/20/98
------------------------------------ ---------- -------
CCA CHARTERCOMM CHARTER COMMUNICATIONS
GROUP HOLDINGS HOLDING COMPANY SONIC ELIMINATIONS SUBTOTAL
--------- ----------- ----------------------- ------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............... $ 324,432 $196,801 $ 49,731 $13,713 $17,276 $ -- $ 601,953
--------- -------- -------- ------- ------- ------- ---------
Operating expenses:
Operating, general
and
administrative..... 164,145 98,331 25,952 7,134 8,993 -- 304,555
Depreciation and
amortization....... 136,689 86,741 16,864 8,318 2,279 -- 250,891
Stock option
compensation
expense............ -- -- -- 845 -- -- 845
Management
fees/corporate
expense charges.... 17,392 14,780 6,176 473 -- -- 38,821
--------- -------- -------- ------- ------- ------- ---------
Total operating
expenses......... 318,226 199,852 48,992 16,770 11,272 -- 595,112
--------- -------- -------- ------- ------- ------- ---------
Income (loss) from
operations........... 6,206 (3,051) 739 (3,057) 6,004 -- 6,841
Interest expense....... (113,824) (66,121) (17,277) (2,353) (2,624) 1,900(c) (200,299)
Other income
(expense)............ 4,668 (1,684) (684) 133 (15) (1,900)(c) 518
--------- -------- -------- ------- ------- ------- ---------
Income (loss) before
income taxes......... (102,950) (70,856) (17,222) (5,277) 3,365 -- (192,940)
Provision for income
taxes................ -- -- -- -- 1,346 -- 1,346
--------- -------- -------- ------- ------- ------- ---------
Income (loss) before
extraordinary item... $(102,950) $(70,856) $(17,222) $(5,277) $ 2,019 $ -- $(194,286)
========= ======== ======== ======= ======= ======= =========

PRO FORMA
--------------------------

ADJUSTMENTS TOTAL
----------- ---------
<S> <C> <C>
Revenues............... $ -- $ 601,953
--------- ---------
Operating expenses:
Operating, general
and
administrative..... -- 304,555
Depreciation and
amortization....... 119,515(a) 370,406
Stock option
compensation
expense............ -- 845
Management
fees/corporate
expense charges.... (22,328)(b) 16,493
--------- ---------
Total operating
expenses......... 97,187 692,299
--------- ---------
Income (loss) from
operations........... (97,187) (90,346)
Interest expense....... (4,471)(d) (204,770)
Other income
(expense)............ -- 518
--------- ---------
Income (loss) before
income taxes......... (101,658) (294,598)
Provision for income
taxes................ (1,346)(e) --
--------- ---------
Income (loss) before
extraordinary item... $(100,312) $(294,598)
========= =========
</TABLE>

- -------------------------

(a) Represents additional amortization of franchises as a result of the
acquisition of us by Mr. Allen. A large portion of the purchase price was
allocated to franchises ($3.6 billion) that are amortized over 15 years. The
adjustment to depreciation and amortization expense consists of the
following (dollars in millions):

<TABLE>
<CAPTION>
WEIGHTED AVERAGE DEPRECIATION/
FAIR VALUE USEFUL LIFE (IN YEARS) AMORTIZATION
---------- ---------------------- -------------
<S> <C> <C> <C>
Franchises...................................... $3,600.0 15 $240.0
Cable distribution systems...................... 1,439.2 12 115.3
Land, buildings and improvements................ 41.3 11 3.5
Vehicles and equipment.......................... 61.2 5 11.6
------
Total depreciation and amortization........... 370.4
Less-historical depreciation and (250.9)
amortization...............................
------
Adjustment................................. $119.5
======
</TABLE>

(b) Reflects the reduction in corporate expense charges of approximately $8.2
million to reflect the actual costs incurred. Management fees charged to CCA
Group and CharterComm Holdings, companies not controlled by Charter
Investment, Inc. at that time, exceeded the allocated costs incurred by
Charter Investment, Inc. on behalf of those companies by $8.2 million. Also
reflects the elimination of approximately $14.4 million of change of control
payments under the terms of then-existing equity

56
<PAGE> 60

appreciation rights plans. Such payments were triggered by the acquisition
of us by Mr. Allen. Such payments were made by Charter Investment, Inc. and
were not subject to reimbursement by us, but were allocated to us for
financial reporting purposes. The equity appreciation rights plans were
terminated in connection with the acquisition of us by Mr. Allen, and these
costs will not recur.

(c) Represents the elimination of intercompany interest on a note payable from
Charter Communications Holding Company to CCA Group.

(d) Reflects additional interest expense on $228.4 million of borrowings under
our previous credit facilities used to finance the Sonic acquisition by us
using a composite current rate of 7.4% as follows (dollars in millions):

<TABLE>
<S> <C>
$228.4 million under previous credit facilities............. $ 7.1
Less-historical Sonic interest expense...................... (2.6)
-----
Adjustment................................................ $ 4.5
=====
</TABLE>

(e) Reflects the elimination of provision for income taxes, as a result of
expected recurring future losses. The losses will not be tax benefited and
no net deferred tax assets will be recorded.

57
<PAGE> 61

NOTE B: Pro forma operating results for Marcus Holdings consist of the
following (dollars in thousands):

<TABLE>
<CAPTION>
YEAR ENDED PRO FORMA
DECEMBER 31, -------------------------------------------------------------
1998 ACQUISITIONS(A) DISPOSITIONS(B) ADJUSTMENTS TOTAL
------------ --------------- --------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues.......................................... $ 499,820 $2,620 $ (44,511) $ -- $ 457,929
--------- ------ --------- --------- ---------
Operating expenses:
Operating, general and administrative........... 271,638 1,225 (20,971) (15,297)(c) 236,595
Depreciation and amortization................... 215,789 -- -- 42,559(d) 258,348
Corporate expense charges....................... -- -- -- 17,042(c) 17,042
Management fees................................. 3,341 -- -- (3,341)(c) --
Transaction and severance costs................. 135,379 -- -- (135,379)(e) --
--------- ------ --------- --------- ---------
Total operating expenses...................... 626,147 1,225 (20,971) (94,416) 511,985
--------- ------ --------- --------- ---------
Income (loss) from operations..................... (126,327) 1,395 (23,540) 94,416 (54,056)
Interest expense.................................. (159,985) -- -- 19,334(d) (140,651)
Other income (expense)............................ 201,278 -- (201,278) -- --
--------- ------ --------- --------- ---------
Income (loss) before extraordinary item........... $ (85,034) $1,395 $(224,818) $ 113,750 $(194,707)
========= ====== ========= ========= =========
</TABLE>

- -------------------------
(a) Represents the results of operations of acquired cable systems prior to
their acquisition in 1998 by Marcus Holdings.

(b) Represents the elimination of the operating results and corresponding gain
on sale of cable systems sold by Marcus Holdings during 1998.

(c) Represents a reclassification to reflect the expenses totaling $15.3 million
from operating, general and administrative to corporate expenses. Also
reflects the elimination of management fees and the addition of corporate
expense charges of $1.7 million for actual costs incurred by Charter
Investment, Inc. on behalf of Marcus Holdings. Management fees charged to
Marcus Holdings exceeded the costs incurred by Charter Investment, Inc. by
$1.3 million.

(d) As a result of the acquisition of Marcus Holdings by Mr. Allen, a large
portion of the purchase price was recorded as franchises ($2.5 billion) that
are amortized over 15 years. This resulted in additional amortization for
year ended December 31, 1998. The adjustment to depreciation and
amortization expense consists of the following (dollars in millions):

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
USEFUL LIFE DEPRECIATION/
FAIR VALUE (IN YEARS) AMORTIZATION
---------- ---------------- -------------
<S> <C> <C> <C>
Franchises................................. $2,500.0 15 $ 167.2
Cable distribution systems................. 720.0 8 84.5
Land, buildings and improvements........... 28.3 10 2.7
Vehicles and equipment..................... 13.6 3 4.0
-------
Total depreciation and amortization... 258.4
Less-historical depreciation and
amortization........................ (215.8)
-------
Adjustment.......................... $ 42.6
=======
</TABLE>

Additionally, the carrying value of outstanding debt was recorded at
estimated fair value, resulting in a debt premium that is to be amortized
as an offset to interest expense over the term of the debt. This resulted
in a reduction in interest expense for the year ended December 31, 1998.

(e) As a result of the acquisition of Marcus Holdings by Mr. Allen, Marcus
Holdings recorded transaction costs of approximately $135.4 million. These
costs were primarily comprised of approximately $90.2 million in
compensation paid to employees of Marcus Holdings in settlement of specially
designated Class B membership units approximately $24.0 million of
transaction fees paid to certain equity partners for investment banking
services and $5.2 million of transaction fees paid primarily for
professional fees. In addition, Marcus Holdings recorded costs related to
employee and officer stay-bonus and severance arrangements of approximately
$16.0 million.

58
<PAGE> 62

NOTE C: Pro forma operating results for our recently completed and pending
acquisitions consist of the following (dollars in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
----------------------------------------------------------------------------
RECENT ACQUISITIONS -- HISTORICAL
----------------------------------------------------------------------------
GREATER
AMERICAN MEDIA TOTAL
RENAISSANCE CABLE SYSTEMS HELICON RIFKIN(A) OTHER RECENT
----------- -------- ------- -------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues........................................... $ 41,524 $15,685 $78,635 $ 75,577 $124,382 $15,812 $351,615
-------- ------- ------- -------- -------- ------- --------
Operating expenses:
Operating, general and administrative............ 21,037 7,441 48,852 40,179 63,815 7,821 189,145
Depreciation and amortization.................... 19,107 6,784 8,612 24,290 47,657 4,732 111,182
Corporate expense charges........................ -- -- -- -- -- -- --
Management fees.................................. -- 471 -- 3,496 4,106 -- 8,073
-------- ------- ------- -------- -------- ------- --------
Total operating expenses....................... 40,144 14,696 57,464 67,965 115,578 12,553 308,400
-------- ------- ------- -------- -------- ------- --------
Income from operations............................. 1,380 989 21,171 7,612 8,804 3,259 43,215
Interest expense................................... (14,358) (4,501) (535) (27,634) (30,482) (4,023) (81,533)
Interest income.................................... 158 122 -- 93 -- -- 373
Other income (expense)............................. -- -- (493) -- 36,279 5 35,791
-------- ------- ------- -------- -------- ------- --------
Income (loss) before income tax
expense.......................................... (12,820) (3,390) 20,143 (19,929) 14,601 (759) (2,154)
Income tax expense................................. 135 -- 7,956 -- (4,178) 3,913
-------- ------- ------- -------- -------- ------- --------
Income (loss) before extraordinary item............ $(12,955) $(3,390) $12,187 $(19,929) $ 18,779 $ (759) $ (6,067)
======== ======= ======= ======== ======== ======= ========
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
-------------------------------------------------------------------
PENDING ACQUISITIONS -- HISTORICAL
-------------------------------------------------------------------
INTERMEDIA TOTAL
SYSTEMS AVALON FALCON FANCH(B) BRESNAN PENDING
---------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues.................................................... $176,062 $ 18,187 $ 307,558 $141,104 $261,964 $ 904,875
-------- -------- --------- -------- -------- ---------
Operating expenses:.........................................
Operating, general and administrative..................... 86,753 10,067 161,233 62,977 150,750 471,780
Depreciation and amortization............................. 85,982 8,183 152,585 45,886 54,308 346,944
Corporate expense charges................................. -- 655 -- 105 -- 760
Management fees........................................... 3,147 -- -- 3,998 -- 7,145
-------- -------- --------- -------- -------- ---------
Total operating expenses............................ 175,882 18,905 313,818 112,966 205,058 826,629
-------- -------- --------- -------- -------- ---------
Income (loss) from operations............................... 180 (718) (6,260) 28,138 56,906 78,246
Interest expense............................................ (25,449) (8,223) (102,591) (1,873) (18,296) (156,432)
Interest income............................................. 341 173 -- 17 -- 531
Other income (expense)...................................... 23,030 (463) (3,093) (6,628) 26,754 39,600
-------- -------- --------- -------- -------- ---------
Income (loss) before income tax expense (benefit)........... (1,898) (9,231) (111,944) 19,654 65,364 (38,055)
Income tax expense (benefit)................................ 1,623 186 1,897 286 -- 3,992
-------- -------- --------- -------- -------- ---------
Income (loss) before extraordinary item..................... $ (3,521) $ (9,417) $(113,841) $ 19,368 $ 65,364 $ (42,047)
======== ======== ========= ======== ======== =========
</TABLE>

59
<PAGE> 63

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
----------------------------------------------------------------------
RECENT ACQUISITIONS
----------------------------------------------------------------------
PRO FORMA
---------------------------------------------------------
TOTAL
HISTORICAL ACQUISITIONS(C) DISPOSITIONS ADJUSTMENTS RECENT
---------- --------------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues........................ $351,615 $127,429 $(223) $ -- $ 478,821
-------- -------- ----- --------- ---------
Operating expenses:
Operating, general and
administrative............... 189,145 66,641 (112) (6,759)(e) 248,915
Depreciation and
amortization................. 111,182 31,262 (92) 116,938(f) 259,290
Corporate expense charges...... -- -- -- 6,759(e) 6,759
Management fees................ 8,073 4,042 (8) -- 12,107
-------- -------- ----- --------- ---------
Total operating expenses..... 308,400 101,945 (212) 116,938 527,071
-------- -------- ----- --------- ---------
Income (loss) from operations... 43,215 25,484 (11) (116,938) (48,250)
Interest expense................ (81,533) (30,354) 59 (82,701)(g) (194,529)
Interest income................. 373 323 -- -- 696
Other income (expense).......... 35,791 (178) (97) (39,522)(h) (4,006)
-------- -------- ----- --------- ---------
Income (loss) before income tax
expense (benefit).............. (2,154) (4,725) (49) (239,161) (246,089)
Income tax expense (benefit).... 3,913 2,431 10 (6,354)(i) --
-------- -------- ----- --------- ---------
Income (loss) before
extraordinary item............. (6,067) (7,156) (59) (232,807) (246,089)
Preferred dividends............. -- -- -- (10,665)(j) (10,665)
-------- -------- ----- --------- ---------
Loss applicable to equity
holders........................ $ (6,067) $ (7,156) $ (59) $(243,472) $(256,754)
======== ======== ===== ========= =========

<CAPTION>
YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------
PENDING ACQUISITIONS
--------------------------------------------------------------------------
PRO FORMA
-------------------------------------------------------------
TOTAL
HISTORICAL ACQUISITIONS(C) DISPOSITIONS(D) ADJUSTMENTS PENDING
---------- --------------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Revenues........................ $ 904,875 $319,072 $ (71,146) $ -- $1,152,801
---------- -------- --------- --------- ----------
Operating expenses:
Operating, general and
administrative............... 471,780 160,438 (36,968) (25,600)(e) 569,650
Depreciation and
amortization................. 346,944 88,436 (39,035) 425,655(f) 822,000
Corporate expense charges...... 760 14,962 -- 25,600(e) 41,322
Management fees................ 7,145 2,175 (624) -- 8,696
---------- -------- --------- --------- ----------
Total operating expenses..... 826,629 266,011 (76,627) 425,655 1,441,668
---------- -------- --------- --------- ----------
Income (loss) from operations... 78,246 53,061 5,481 (425,655) (288,867)
Interest expense................ (156,432) (23,667) 17,606 (265,418)(g) (427,911)
Interest income................. 531 801 -- -- 1,332
Other income (expense).......... 39,600 4,446 (748) (52,782)(h) (9,484)
---------- -------- --------- --------- ----------
Income (loss) before income tax
expense (benefit).............. (38,055) 34,641 22,339 (743,855) (724,930)
Income tax expense (benefit).... 3,992 (1,762) -- (2,230)(i) --
---------- -------- --------- --------- ----------
Income (loss) before
extraordinary item............. (42,047) 36,403 22,339 (741,625) (724,930)
Preferred dividends............. -- -- -- -- --
---------- -------- --------- --------- ----------
Loss applicable to equity
holders........................ $ (42,047) $ 36,403 $ 22,339 $(741,625) $ (724,930)
========== ======== ========= ========= ==========
</TABLE>

- -------------------------
(a) Rifkin includes the results of operations of Rifkin Acquisition Partners,
L.L.L.P., as follows (dollars in thousands):

<TABLE>
<CAPTION>
RIFKIN
ACQUISITION OTHER TOTAL
----------- ------- --------
<S> <C> <C> <C>
Revenues........................................... $89,921 $34,461 $124,382
Income from operations............................. 1,040 7,764 8,804
Income before extraordinary item................... 24,419 (5,640) 18,779
</TABLE>

(b) Fanch includes the results of operations of Fanch Cable Systems as follows
(dollars in thousands):

<TABLE>
<CAPTION>
FANCH CABLE OTHERS TOTAL
----------- ------- --------
<S> <C> <C> <C>
Revenues.......................................... $124,555 $16,549 $141,104
Income from operations............................ 25,241 2,897 28,138
Income before extraordinary item.................. 18,814 554 19,368
</TABLE>

(c) Represents the historical results of operations for the period from January
1, 1998 through the date of purchase for acquisitions completed by
Renaissance, the InterMedia systems, Helicon, Rifkin, Avalon, Falcon, Fanch
and Bresnan and for the period from January 1, 1998 through December 31,
1998 for acquisitions to be completed in 1999.

60
<PAGE> 64

These acquisitions will be accounted for using the purchase method of
accounting. Definitive written agreements exist for all acquisitions that
have not yet closed. Purchase prices and the closing dates or anticipated
closing dates for significant acquisitions are as follows (dollars in
millions):

<TABLE>
<CAPTION>
RENAISSANCE INTERMEDIA HELICON RIFKIN AVALON FALCON
------------- ------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Purchase price............... $309.5 $29.1 $26.1 $165.0 $30.5 $86.2
Closing date................. April 1998 December 1998 December 1998 February 1999 July 1998 July 1998
Purchase price............... $53.8 $431.6 $158.6
Closing date................. July 1999 November 1998 September 1998
Purchase price............... $513.3
Closing date................. September 1998
Purchase price...............
Closing date.................
Purchase price...............
Closing date.................

<CAPTION>
FANCH BRESNAN
-------------- -------------
<S> <C> <C>
Purchase price............... $42.2 $17.0
Closing date................. February 1999 February 1998
Purchase price............... $248.0 $11.8
Closing date................. February 1999 October 1998
Purchase price............... $70.5 $40.0
Closing date................. March 1999 January 1999
Purchase price............... $50.0 $27.0
Closing date................. June 1999 March 1999
Purchase price...............
Closing date.................
</TABLE>

The InterMedia acquisition above is part of a "swap".

(d) Represents the elimination of the operating results primarily related to the
cable systems to be transferred to InterMedia as part of a swap of cable
systems and related to the sale of several smaller cable systems. A
definitive written agreement exists for the disposition on these systems.
The fair value of the systems to be transferred to InterMedia is $420
million. No material gain or loss is anticipated on the disposition as these
systems were recently acquired and recorded at fair value at that time. It
is anticipated that this transfer to InterMedia will close during the third
quarter of 1999.

(e) Reflects a reclassification of expenses representing corporate expenses that
would have occurred at Charter Investment, Inc.

(f) Represents additional amortization of franchises as a result of our recently
completed and pending acquisitions. A large portion of the purchase price
was allocated to franchises ($12.2 billion) that are amortized over 15
years. The adjustments to depreciation and amortization expense consists of
the following (dollars in millions):

<TABLE>
<CAPTION>
FAIR WEIGHTED AVERAGE DEPRECIATION/
VALUE USEFUL LIFE AMORTIZATION
--------- ---------------- -------------
<S> <C> <C> <C>
Franchises.................................. $12,178.4 15 $ 812.3
Cable distribution systems.................. 1,729.1 8 230.5
Land, building and improvements............. 53.9 10 5.6
Vehicles and equipment...................... 89.1 3 32.9
--------
Total depreciation and amortization....... 1,081.3
Less-historical depreciation and
amortization........................... (538.7)
--------
Adjustment............................. $ 542.6
========
</TABLE>

61
<PAGE> 65

(g) Reflects additional interest expense on borrowings which will be used to
finance the acquisitions as follows (dollars in millions):

<TABLE>
<S> <C>
$1,059.9 million of credit facilities at composite current $ 79.1
rate of 7.4% drawn down in March 1999 included in Charter
Holdings' historical cash.................................
$1,333.1 million of credit facilities at composite current 96.7
rate of 7.4%..............................................
$114.4 million 10% senior discount notes ($78.1 million 8.0
carrying value) -- Renaissance............................
$375.0 million 8.375% senior debentures -- Falcon........... 31.4
$435.3 million 9.285% senior discount debentures ($302.5 27.0
million carrying value) -- Falcon.........................
$15.0 million 11.56% subordinated notes -- Falcon........... 1.7
$150.0 million 9.375% senior subordinated notes -- Avalon... 14.1
$196.0 million 11.875% senior discount notes ($123.5 million 13.6
carrying value) -- Avalon.................................
$170.0 million 8.0% senior notes -- Bresnan................. 13.6
$275.0 million 9.25% senior discount notes ($185.6 million 16.2
carrying value) -- Bresnan................................
Credit facilities of acquisitions (at composite current rate 199.7
of 7.4%)..................................................
Anticipated long-term debt (at 10%)......................... 121.3
-------
Total pro forma interest expenses......................... 622.4
Less-historical interest expense from acquired (274.3)
companies..............................................
-------
Adjustment............................................. $ 348.1
=======
</TABLE>

We have assumed that the Rifkin notes will be tendered. Should we be unable
to purchase all or a portion of the Rifkin notes, interest expense will
increase by up to $4.7 million. The Falcon sellers may take up to an
additional $125 million in equity instead of cash. This would reduce
interest expense by up to $9.2 million. We have assumed we will fund
certain pending acquisitions prior to closing with additional long-term
debt of $1.4 billion. An interest rate of 10% reflects the anticipated
borrowing rate available to Charter Communications Holding Company. An
increase in the interest rate of 0.125% on this assumed debt would result
in an increase in interest expense of $1.9 million. Should the estimated
shortfall of $1.4 billion increase to $4.4 billion, based on $1.7 billion
of credit facilities to be arranged and $1.3 billion of debt which may be
put to us based on change of control provisions, interest expense will
increase by up to $45.9 million. Additionally, should the Rifkin sellers
choose to redeem their preferred membership units, the estimated shortfall
would increase to $4.5 billion and interest expense will increase by an
additional $13.3 million while preferred equity dividends will decrease by
$10.7 million. Principal approximates carrying value for all undiscounted
debt.

(h) Represents the elimination of gain (loss) on the sale of cable television
systems whose results of operations have been eliminated in (c) above.

(i) Reflects the elimination of income tax expense (benefit) as a result of
expected recurring future losses. The losses will not be tax benefited and
no net deferred tax assets will be recorded.

(j) Represents dividends of 8% on the preferred equity interests issued to the
Rifkin Sellers.

NOTE D: In March 1999, we extinguished substantially all of our long-term
debt, excluding borrowings of our previous credit facilities, and refinanced all
previous credit facilities. In addition, we incurred and plan to incur
additional debt in connection with our pending and recently completed
acquisitions. See

62
<PAGE> 66

"Capitalization". The refinancing adjustment to interest expense consists of the
following (dollars in millions):

<TABLE>
<CAPTION>
INTEREST
DESCRIPTION EXPENSE
- ----------- ---------
<S> <C>
$600 million 8.25% senior notes............................. $ 49.6
$1.5 billion 8.625% senior notes............................ 129.4
$1.475 billion ($906 carrying value) 9.92% senior discount
notes..................................................... 90.0
Credit facilities ($652 at composite current rate of
7.4%)..................................................... 48.2
Amortization of debt issuance costs......................... 16.0
Commitment fee on unused portion of credit facilities ($1.4
billion at 0.375%)........................................ 5.2
---------
Total pro forma interest expense.......................... 338.4
Less -- interest expense (including Marcus Cable)......... (345.4)
---------
Adjustment............................................. $ (7.0)
=========
</TABLE>

An increase in the interest rate on all variable rate debt of 0.125% would
result in an increase in interest expense of $7.2 million.

NOTE E: Represents the allocation of 69% of the net loss of Charter
Communications Holding Company to the minority interest and the reclassification
of preferred dividends of $10.7 million to minority interest.

NOTE F: Charter Investment, Inc. provided corporate management and
consulting services to Charter Operating in 1998 and to Marcus Holdings
beginning in October 1998. See "Certain Relationships and Related Transactions".

NOTE G: Basic loss per share assumes none of the membership units of
Charter Communications Holding Company are exchanged for Charter Communications,
Inc. common stock and none of the outstanding options to purchase membership
units of Charter Communications Holding Company that are automatically exchanged
for Charter Communications, Inc. common stock are exercised. Basic loss per
share equals the loss applicable to common equity holders divided by weighted
average shares outstanding. If all of the membership units were exchanged or
options exercised, the effects would be antidilutive.

NOTE H: EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable television company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other companies. Management's
discretionary use of funds depicted by EBITDA may be limited by working capital,
debt service and capital expenditure requirements and by restrictions related to
legal requirements, commitments and uncertainties.

NOTE I: EBITDA margin represents EBITDA as a percentage of revenues.

NOTE J: Adjusted EBITDA means EBITDA before stock option compensation
expense, corporate expenses, management fees and other income (expense).
Adjusted EBITDA is presented because it is a widely accepted financial indicator
of a cable company's ability to service indebtedness. However, Adjusted EBITDA
should not be considered as an alternative to income from operations or to cash
flows from operating, investing or financing activities, as determined in
accordance with generally accepted accounting principles. Adjusted EBITDA should
also not be construed as an indication of a company's operating

63
<PAGE> 67

performance or as a measure of liquidity. In addition, because Adjusted EBITDA
is not calculated identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other companies. Management's
discretionary use of funds depicted by Adjusted EBITDA may be limited by working
capital, debt service and capital expenditure requirements and by restrictions
related to legal requirements, commitments and uncertainties.

NOTE K: Homes passed are the number of living units, such as single
residence homes, apartments and condominium units, passed by the cable
television distribution network in a given cable system service area.

NOTE L: Basic customers are customers who receive basic cable service.

NOTE M: Basic penetration represents basic customers as a percentage of
homes passed.

NOTE N: Premium units represent the total number of subscriptions to
premium channels.

NOTE O: Premium penetration represents premium units as a percentage of
basic customers.

NOTE P: Average monthly revenue per basic customer represents revenues
divided by the number of months in the period divided by the number of basic
customers at December 31, 1998.

64
<PAGE> 68

<TABLE>
<CAPTION>
UNAUDITED PRO FORMA BALANCE SHEET
AS OF JUNE 30, 1999
-------------------------------------------------------------------------
CHARTER RECENT PENDING OFFERING
COMMUNICATIONS ACQUISITIONS ACQUISITIONS ADJUSTMENTS PRO FORMA
HOLDING COMPANY (NOTE A) SUBTOTAL (NOTE A) (NOTE B) TOTAL
--------------- ------------ ----------- ------------ ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents........ $ 109,626 $ (95,449) $ 14,177 $ 10,868 $ -- $ 25,045
Accounts receivable,
net................ 32,487 17,426 49,913 41,754 -- 91,667
Prepaid expenses and
other.............. 10,181 4,946 15,127 37,389 -- 52,516
---------- ---------- ----------- ----------- ----------- -----------
Total current
assets........ 152,294 (73,077) 79,217 90,011 -- 169,228
Property, plant and
equipment.......... 1,764,499 410,388 2,174,887 1,367,970 -- 3,542,857
Franchises........... 6,591,972 1,774,273 8,366,245 9,613,677 -- 17,979,922
Other assets......... 178,709 -- 178,709 7,865 -- 186,574
---------- ---------- ----------- ----------- ----------- -----------
Total assets.... $8,687,474 $2,111,584 $10,799,058 $11,079,523 $ -- $21,878,581
========== ========== =========== =========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and
accrued expenses... $ 273,987 $ 63,560 $ 337,547 $ 244,574 $ -- $ 582,121
Current deferred
revenue............ -- -- -- 2,352 -- 2,352
Payables to manager
of cable television
systems............ 21,745 -- 21,745 -- -- 21,745
---------- ---------- ----------- ----------- ----------- -----------
Total current
liabilities... 295,732 63,560 359,292 246,926 -- 606,218
Pending acquisition
payable............ -- -- -- 2,898,500 (2,898,500) --
Long-term debt....... 5,134,310 1,914,712 7,049,022 4,434,097 -- 11,483,119
Other long-term
liabilities........ 53,310 133,312 186,622 -- (133,312) 53,310
Minority interest.... -- -- -- -- 6,761,825 6,761,825
Member's equity...... 3,204,122 -- 3,204,122 3,500,000 (6,704,122) --
---------- ---------- ----------- ----------- ----------- -----------
Common stock......... -- -- -- -- 170 170
Additional paid-in
capital............ -- -- -- -- 2,973,939 2,973,939
---------- ---------- ----------- ----------- ----------- -----------
Total
stockholders'
equity........ -- -- -- -- 2,974,109 2,974,109
---------- ---------- ----------- ----------- ----------- -----------
Total
liabilities
and
stockholders'
equity........ $8,687,474 $2,111,584 $10,799,058 $11,079,523 $ -- $21,878,581
========== ========== =========== =========== =========== ===========
</TABLE>

65
<PAGE> 69

NOTES TO THE UNAUDITED PRO FORMA BALANCE SHEET

NOTE A: Pro forma balance sheet for our recently completed acquisitions
and pending acquisitions consists of the following (dollars in thousands):

<TABLE>
<CAPTION>
AS OF JUNE 30, 1999
-------------------------------------------
RECENT ACQUISITIONS -- HISTORICAL
-------------------------------------------
TOTAL
HELICON RIFKIN OTHER RECENT
--------- -------- ------- ----------
<S> <C> <C> <C> <C>
Cash and cash equivalents................................... $ 6,894 $ 7,156 $ 73 $ 14,123
Accounts receivable, net.................................... 1,859 13,118 1,619 16,596
Receivable from related party............................... 6 -- -- 6
Prepaid expenses and other.................................. 2,172 2,271 155 4,598
--------- -------- ------- ----------
Total current assets...................................... 10,931 22,545 1,847 35,323
Property, plant and equipment............................... 88,252 297,318 20,610 406,180
Deferred income taxes....................................... -- -- -- --
Franchises.................................................. 5,610 437,479 54,956 498,045
Other assets................................................ 87,165 -- 126 87,291
--------- -------- ------- ----------
Total assets.............................................. $ 191,958 $757,342 $77,539 $1,026,839
========= ======== ======= ==========
Current maturities of long-term debt........................ $ -- $ -- $ -- $ --
Accounts payable and accrued expenses....................... 14,288 46,777 1,699 62,764
Current deferred revenue.................................... -- -- 1,076 1,076
--------- -------- ------- ----------
Total current liabilities................................. 14,288 46,777 2,775 63,840
Deferred income taxes....................................... -- 6,703 -- 6,703
Long-term debt.............................................. 299,076 546,575 40,687 886,338
Note payable to related party, including accrued interest... 5,000 -- -- 5,000
Other long-term liabilities, including redeemable preferred
shares.................................................... 21,162 -- -- 21,162
Equity...................................................... (147,568) 157,287 34,077 43,796
--------- -------- ------- ----------
Total liabilities and equity.............................. $ 191,958 $757,342 $77,539 $1,026,839
========= ======== ======= ==========
</TABLE>

66
<PAGE> 70

<TABLE>
<CAPTION>
AS OF JUNE 30, 1999
---------------------------------------------------------------------
PENDING ACQUISITIONS -- HISTORICAL
---------------------------------------------------------------------
INTERMEDIA TOTAL
SYSTEMS AVALON FALCON FANCH BRESNAN PENDING
---------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents................................. $ -- $ 3,457 $ 11,852 $ 785 $ 2,826 $ 18,920
Accounts receivable, net.................................. 16,009 6,158 19,102 2,814 8,917 53,000
Receivable from related party............................. 5,250 -- 6,949 -- -- 12,199
Prepaid expenses and other................................ 719 415 35,007 1,249 -- 37,390
-------- -------- ---------- -------- -------- ----------
Total current assets.................................... 21,978 10,030 72,910 4,848 11,743 121,509
Property, plant and equipment............................. 231,382 116,587 522,587 241,169 330,876 1,442,601
Franchises................................................ 226,040 470,041 384,197 4,602 324,990 1,409,870
Deferred income taxes..................................... 15,288 -- -- -- -- 15,288
Other assets.............................................. 5,535 32 457,148 606,851 23,515 1,093,081
-------- -------- ---------- -------- -------- ----------
Total assets............................................ $500,223 $596,690 $1,436,842 $857,470 $691,124 $4,082,349
======== ======== ========== ======== ======== ==========
Current maturities of long-term debt...................... $ -- $ 25 $ -- $ 754 $ -- $ 779
Accounts payable and accrued expenses..................... 19,874 13,983 144,892 27,156 43,518 249,423
Current deferred revenue.................................. 11,778 3,136 2,630 -- -- 17,544
Note payable to related party............................. 4,607 -- -- -- -- 4,607
Other current liabilities................................. -- 3,160 -- -- 3,698 6,858
-------- -------- ---------- -------- -------- ----------
Total current liabilities............................... 36,259 20,304 147,522 27,910 47,216 279,211
Deferred income taxes..................................... -- -- 2,287 -- -- 2,287
Long-term debt............................................ -- 446,079 1,665,676 12,728 846,364 2,970,847
Note payable to related party, including accrued
interest................................................ 414,493 -- -- 1,457 -- 415,950
Other long-term liabilities, including redeemable
preferred shares........................................ 18,168 -- -- 197 6,015 24,380
Equity.................................................... 31,303 130,307 (378,643) 815,178 (208,471) 389,674
-------- -------- ---------- -------- -------- ----------
Total liabilities and equity............................ $500,223 $596,690 $1,436,842 $857,470 $691,124 $4,082,349
======== ======== ========== ======== ======== ==========
</TABLE>

67
<PAGE> 71

<TABLE>
<CAPTION>
AS OF JUNE 30, 1999
--------------------------------------------------------------------------------------------------------
RECENT ACQUISITIONS PENDING ACQUISITIONS
------------------------------------------------------- ----------------------------------------------
PRO FORMA PRO FORMA
----------------------------- ----------------------------------------------
HISTORICAL ACQUISITIONS(A) ADJUSTMENTS TOTAL HISTORICAL ACQUISITIONS(A) DISPOSITIONS(B)
---------- --------------- ----------- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents............. $ 14,123 $ 54 $ (109,626)(c) $ (95,449) $ 18,920 $ 755 $ (8,807)
Accounts receivable,
net..................... 16,596 830 -- 17,426 53,000 55 (1,879)
Receivable from related
party................... 6 3 (9)(e) -- 12,199 591 --
Prepaid expenses and
other................... 4,598 348 -- 4,946 37,390 196 (197)
---------- ------ ---------- ---------- ---------- ------- ---------
Total current assets.... 35,323 1,235 (109,635) (73,077) 121,509 1,597 (10,883)
Property, plant and
equipment............... 406,180 4,208 -- 410,388 1,442,601 7,188 (81,819)
Franchises............... 498,045 6 1,276,222(f) 1,774,273 1,409,870 359 (332,143)
Deferred income taxes.... -- -- -- -- 15,288 -- --
Other assets............. 87,291 90 (87,381)(h) -- 1,093,081 1,242 (469)
---------- ------ ---------- ---------- ---------- ------- ---------
Total assets............ $1,026,839 $5,539 $1,079,206 $2,111,584 $4,082,349 $10,386 $(425,314)
========== ====== ========== ========== ========== ======= =========
Current maturities of
long-term debt.......... $ -- $ -- $ -- $ -- $ 779 $ -- $ --
Accounts payable and
accrued expenses........ 62,764 796 -- 63,560 249,423 465 (5,314)
Current deferred
revenue................. 1,076 -- (1,076)(d) -- 17,544 259 --
Note payable to related
party................... -- -- -- -- 4,607 (2,561) --
Other current
liabilities............. -- -- -- -- 6,858 -- --
---------- ------ ---------- ---------- ---------- ------- ---------
Total current
liabilities........... 63,840 796 (1,076) 63,560 279,211 (1,837) (5,314)
Deferred revenue......... -- 170 (170)(d) -- -- -- --
Deferred income taxes.... 6,703 -- (6,703)(g) -- 2,287 359 --
Pending acquisition
payable................. -- -- -- -- -- -- --
Long-term debt........... 886,338 1,063 1,027,311(j) 1,914,712 2,970,847 2,815 (420,000)
Note payable to related
party, including accrued
interest................ 5,000 -- (5,000)(i) -- 415,950 -- --
Other long-term
liabilities including
redeemable preferred
shares.................. 21,162 -- 112,150(k) 133,312 24,380(k) 10 --
Equity................... 43,796 3,510 (47,306)(l) -- 389,674 9,039 --
---------- ------ ---------- ---------- ---------- ------- ---------
Total liabilities and
equity................ $1,026,839 $5,539 $1,079,206 $2,111,584 $4,082,349 $10,386 $(425,314)
========== ====== ========== ========== ========== ======= =========

<CAPTION>
AS OF JUNE 30, 1999
----------------------------
PENDING ACQUISITIONS
----------------------------
PRO FORMA
-----------
ADJUSTMENTS TOTAL
----------- -----------
<S> <C> <C>
Cash and cash
equivalents............. $ -- $ 10,868
Accounts receivable,
net..................... (9,422)(d) 41,754
Receivable from related
party................... (12,790)(e) --
Prepaid expenses and
other................... -- 37,389
----------- -----------
Total current assets.... (22,212) 90,011
Property, plant and
equipment............... -- 1,367,970
Franchises............... 8,535,591(f) 9,613,677
Deferred income taxes.... (15,288)(g) --
Other assets............. (1,085,989)(h) 7,865
----------- -----------
Total assets............ $ 7,412,102 $11,079,523
=========== ===========
Current maturities of
long-term debt.......... $ (779)(j) $ --
Accounts payable and
accrued expenses........ -- 244,574
Current deferred
revenue................. (15,451)(d) 2,352
Note payable to related
party................... (2,046)(i) --
Other current
liabilities............. (6,858)(i) --
----------- -----------
Total current
liabilities........... (25,134) 246,926
Deferred revenue......... -- --
Deferred income taxes.... (2,646)(g) --
Pending acquisition
payable................. 2,898,500(j) 2,898,500
Long-term debt........... 1,880,435(j) 4,434,097
Note payable to related
party, including accrued
interest................ (415,950)(i) --
Other long-term
liabilities including
redeemable preferred
shares.................. (24,390)(k) --
Equity................... 3,101,287(l) 3,500,000
----------- -----------
Total liabilities and
equity................ $ 7,412,102 $11,079,523
=========== ===========
</TABLE>

68
<PAGE> 72

- -------------------------

(a) Represents the historical balance sheets as of June 30, 1999 for
acquisitions to be completed subsequent to June 30, 1999.

(b) Represents the historical assets and liabilities as of June 30, 1999 of the
cable systems to be transferred to InterMedia as part of a swap of cable
systems. The cable systems being swapped will be accounted for at fair
value. No material gain or loss is anticipated in conjunction with the swap.
See the "Business" section.

(c) Represents the use of Charter Communications Holding Company cash for the
recent and pending acquisitions. The sources of cash for the recent and
pending acquisitions are as follows (dollars in millions):

<TABLE>
<S> <C> <C>
Charter Communications Holding Company's historical cash.... $ 109.6
Funded or expected equity contributions:
Rifkin preferred equity................................ $ 133.3
Falcon equity.......................................... 425.0
Bresnan equity......................................... 1,000.0
Mr. Allen equity contributions......................... 1,325.0
Mr. Allen committed equity contribution................ 750.0
Net proceeds from initial public offering.............. 2,897.6 6,530.9
--------
Expected credit facilities draw down:
Charter Operatings' credit facilities.................. 958.2
Credit facilities of acquisitions...................... 2,690.0 3,648.2
--------
Anticipated long-term debt.................................. 1,363.4
Publicly held debt, at fair market value:
8.375% senior debentures -- Falcon........................ 375.0
9.285% senior discount debentures -- Falcon............... 304.7
11.56% subordinated notes -- Falcon....................... 15.0
8.0% senior notes -- Bresnan.............................. 170.0
9.25% senior discount notes -- Bresnan.................... 178.8
9.375% senior subordinated notes -- Avalon................ 150.0
11.875% senior discount notes -- Avalon................... 119.6 1,313.1
--------

Helicon preferred limited liability company interest........ 25.0
---------
$12,990.2
=========
</TABLE>

(d) Represents the offset of advance billings against deferred revenue to be
consistent with Charter Communications Holding Company accounting policy and
the elimination of deferred revenue.

(e) Reflects assets retained by the seller.

69
<PAGE> 73

(f) Substantial amounts of the purchase price in (c) above have been allocated
to franchises based on estimated fair values. This results in an allocation
of purchase price as follows (dollars in thousands):

<TABLE>
<CAPTION>
INTERMEDIA
SYSTEMS HELICON RIFKIN
---------- -------- ----------
<S> <C> <C> <C>
Working capital............................................. $(20,493) $ (3,363) $ (23,796)
Property, plant and equipment............................... 149,563 88,252 301,526
Franchises.................................................. 744,099 465,111 1,182,270
Other....................................................... (469) -- --
-------- -------- ----------
$872,700 $550,000 $1,460,000
======== ======== ==========
</TABLE>

<TABLE>
<CAPTION>
AVALON FALCON FANCH BRESNAN OTHER TOTAL
----------- ---------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Working capital........... $ (3,396) $ (78,943) $ (22,308) $ (31,775) $ 148 $ (183,926)
Property, plant and
equipment............... 121,470 524,892 241,169 330,876 20,610 1,778,358
Franchises................ 741,101 3,151,581 2,181,139 2,795,757 126,892 11,387,950
Other..................... -- 8,334 -- -- -- 7,865
-------- ---------- ---------- ---------- -------- -----------
$859,175 $3,605,864 $2,400,000 $3,094,858 $147,650 $12,990,247
======== ========== ========== ========== ======== ===========
</TABLE>

Working capital is adjusted for Charter Communications Holding Company's
historical cash of $109.6 million that was used to finance recent acquisitions.

(g) Represents the elimination of deferred income tax assets and liabilities.

(h) Represents the elimination of the unamortized historical cost of various
assets based on the allocation of purchase price (see (f) above) as follows
(dollars in thousands):

<TABLE>
<S> <C>
Subscriber lists............................................ $ (528,890)
Noncompete agreements....................................... (14,871)
Deferred financing costs.................................... (59,746)
Goodwill.................................................... (738,127)
Other assets................................................ (94,268)
-----------
(1,435,902)
Less-accumulated amortization............................... 262,532
-----------
$(1,173,370)
===========
</TABLE>

(i) Represents liabilities retained by the seller.

(j) Represents the following (dollars in millions):

<TABLE>
<S> <C>
Long-term debt not assumed.................................. $ (1,889.7)
Helicon notes (to be called)................................ (115.0)
Rifkin notes (to be tendered)............................... (125.0)
----------
Total pro forma debt not assumed....................... (2,129.7)
Additional borrowings....................................... 5,011.7
Payable to be financed by equity............................ 2,898.5
Helicon preferred limited liability company interests....... 25.0
----------
$ 5,805.5
==========
</TABLE>

(k) Represents the elimination of historical liabilities retained by the seller
and the addition of redeemable preferred membership interests of $133.3 million
issued to the Rifkin sellers.

70
<PAGE> 74

(l) Represents the following (dollars in thousands):

<TABLE>
<S> <C>
Elimination of historical equity............................ $ (446,019)
Additional contributions into Charter Communications
Holding Company:
Falcon equity.......................................... 425,000
Bresnan equity......................................... 1,000,000
Mr. Allen's equity contribution........................ 1,325,000
Mr. Allen's committed equity contribution.............. 750,000
----------
$3,053,981
==========
</TABLE>

NOTE B: Offering adjustments include the issuance and sale by Charter
Communications, Inc. of Class A common stock for net proceeds of $2.90 billion,
after deducting underwriting discounts and commissions and estimated offering
expenses, and proceeds of $.9 million from the sale of Class B common stock, all
applied to reduce the pending acquisition payable. Also included as an offering
adjustment is the effect of consolidating Charter Communications Holding Company
into Charter Communications, Inc. based on Charter Communications, Inc.'s
purchase of membership units, including voting control, in Charter
Communications Holding Company. This results in the $6.8 billion of member's
equity in Charter Communications Holding Company becoming minority interest in
the consolidated balance sheet of Charter Communications, Inc. Also included in
minority interest is $133.3 million of preferred equity interests of Charter
Communications Holding Company issued to the Rifkin sellers.

Minority interest is calculated as follows (dollars in thousands):

<TABLE>
<S> <C>
Historical member's equity.................................. $3,204,122
Expected equity contributions............................... 6,398,500
----------
Pro forma members' equity.............................. 9,602,622
Minority interest percentage........................... 69%
----------
Minority interest excluding preferred interests............. 6,628,513
Rifkin preferred equity interests........................... 133,312
----------
$6,761,825
==========
</TABLE>

Total stockholders' equity is calculated as follows (dollars in thousands):

<TABLE>
<S> <C>
Net proceeds from sale of common stock...................... $2,898,500
Additional net equity allocated from minority interest...... 75,609
----------
$2,974,109
==========
</TABLE>

Certain equity interests in Charter Communications Holding Company are
exchangeable into Class A and Class B common stock of Charter Communications,
Inc. We assume no such equity interests are exchanged. If all equity holders in
Charter Communications Holding Company exchanged all of their units for common
stock, total stockholders' equity would increase by $6.8 billion and minority
interest would decrease by $6.8 billion.

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<PAGE> 75

SELECTED HISTORICAL FINANCIAL DATA

On July 22, 1999, Charter Communications, Inc. was formed. Charter
Communications, Inc. will be a holding company whose sole asset, upon closing of
the offering and before the closing of the Falcon and Bresnan acquisitions, will
be an approximate 34% economic interest and a 100% voting interest in Charter
Communications Holding Company. This results in the consolidation of Charter
Communications Holding Company and Charter Communications, Inc. We have included
below selected historical financial data for Charter Communications Holding
Company.

The selected historical financial data below for the years ended December
31, 1996 and 1997, for the periods from January 1, 1998 through December 23,
1998, from December 24, 1998 through December 31, 1998, and January 1, 1999
through June 30, 1999 are derived from the consolidated financial statements of
Charter Communications Holding Company. The consolidated financial statements of
Charter Communications Holding Company for the years ended December 31, 1996 and
1997, for the periods from January 1, 1998 through December 23, 1998 and from
December 24, 1998 through December 31, 1998, have been audited by Arthur
Andersen LLP, independent public accountants, and are included elsewhere in this
prospectus. The selected historical financial data for the period from October
1, 1995 through December 31, 1995, are derived from the predecessor of Charter
Communications Holding Company's unaudited financial statements and are not
included elsewhere in this prospectus. The selected historical financial data
for the year ended December 31, 1994 and for the period from January 1, 1995
through September 30, 1995 are derived from the unaudited financial statements
of Charter Communications Holding Company's predecessor business and are not
included elsewhere in this prospectus. The information presented below should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the historical financial statements of
Charter Communications Holding Company and related notes included elsewhere in
this prospectus.

72
<PAGE> 76

<TABLE>
<CAPTION>
PREDECESSOR OF
CHARTER
COMMUNICATIONS
HOLDING COMPANY CHARTER COMMUNICATIONS HOLDING COMPANY
---------------------- ----------------------------------------------------
YEAR ENDED
YEAR ENDED 1/1/95 10/1/95 DECEMBER 31, 1/1/98 12/24/98 1/1/99
DECEMBER 31, THROUGH THROUGH ----------------- THROUGH THROUGH THROUGH
1994 9/30/95 12/31/95 1996 1997 12/23/98 12/31/98 6/30/99
------------ ------- -------- ------- ------- -------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Revenues............................. $ 6,584 $ 5,324 $ 1,788 $14,881 $18,867 $49,731 $ 13,713 $ 468,993
-------- ------- ------- ------- ------- -------- ---------- ----------
Operating expenses:
Operating, general and
administrative................... 3,247 2,581 931 8,123 11,767 25,952 7,134 241,341
Depreciation and amortization...... 2,508 2,137 648 4,593 6,103 16,864 8,318 249,952
Stock option compensation expense.. -- -- -- -- -- -- 845 38,194
Management fees/corporate expense
charges.......................... 106 224 54 446 566 6,176 473 11,073
-------- ------- ------- ------- ------- -------- ---------- ----------
Total operating expenses......... 5,861 4,942 1,633 13,162 18,436 48,992 16,770 540,560
-------- ------- ------- ------- ------- -------- ---------- ----------
Income (loss) from operations........ 723 382 155 1,719 431 739 (3,057) (71,567)
Interest expense..................... -- -- (691) (4,415) (5,120) (17,277) (2,353) (157,669)
Interest income...................... 26 -- 5 20 41 44 133 10,085
Other income (expense)............... -- 38 -- (47) 25 (728) -- 2,840
-------- ------- ------- ------- ------- -------- ---------- ----------
Income (loss) before extraordinary
item............................... $ 749 $ 420 $ (531) $(2,723) $(4,623) $(17,222) $ (5,277) $ (216,311)
======== ======= ======= ======= ======= ======== ========== ==========
BALANCE SHEET DATA (AT END OF
PERIOD):
Total assets......................... $ 25,511 $26,342 $31,572 $67,994 $55,811 $281,969 $4,335,527 $8,687,474
Total debt........................... 10,194 10,480 28,847 59,222 41,500 274,698 2,002,206 5,134,310
Member's equity (deficit)............ 14,822 15,311 971 2,648 (1,975) (8,397) 2,147,379 3,204,122
</TABLE>

73
<PAGE> 77

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.

INTRODUCTION

We do not believe that the historical financial condition and results of
operations are accurate indicators of future results because of recent and
pending 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 Holdings with and into Charter Holdings;

(3) the recent and pending acquisitions of Charter Communications Holding
Company 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 Communications Holding
Company.

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 and pending acquisitions of Charter Communications Holding
Company 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 on
April 7, 1999, the cable 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.

74
<PAGE> 78

The following is an explanation of how:

(1) Charter Communications Properties; the operating companies that
formerly comprised CCA Group; CharterComm Holdings; and the Marcus
companies became wholly owned subsidiaries of Charter Operating;

(2) Charter Operating became a wholly owned subsidiary of Charter Holdings;

(3) Charter Holdings became a wholly owned subsidiary of Charter
Communications Holding Company; and

(4) Charter Communications Holding Company became a wholly owned subsidiary
of Charter Investment, Inc.

THE CHARTER COMPANIES

Prior to Charter Investment, Inc. acquiring the remaining interests that it
did not previously own in two of the three groups of Charter companies, namely
CCA Group and CharterComm Holdings, as described below, the operating
subsidiaries of the three groups of Charter companies were parties to separate
management agreements with Charter Investment, Inc. pursuant to which Charter
Investment, Inc. provided management and consulting services. Prior to our
acquisition by Mr. Allen, the Charter companies were as follows:

(1) Charter Communications Properties Holdings, LLC

Charter Communications Properties Holdings, LLC was a wholly owned
subsidiary of Charter Investment, Inc. The primary subsidiary of Charter
Communications Properties Holdings, which owned the cable systems, was
Charter Communications Properties. In connection with Mr. Allen's
acquisition on December 23, 1998, Charter Communications Properties
Holdings was merged out of existence. Charter Communications Properties
became a direct, wholly owned subsidiary of Charter Investment, Inc. In May
1998, Charter Communications Properties acquired certain cable systems from
Sonic Communications, Inc. for a total purchase price, net of cash
acquired, of $224.4 million, including $60.9 million of assumed debt.

(2) CCA Group

The controlling interests in CCA Group were held by affiliates of Kelso
& Co. Charter Investment, Inc. had only a minority interest. On December
21, 1998, prior to Mr. Allen's acquisition, the remaining interests it did
not previously own in CCA Group were acquired by Charter Investment, Inc.
from the Kelso affiliates. Consequently, the companies comprising CCA Group
became wholly owned subsidiaries of Charter Investment, Inc.

75
<PAGE> 79

CCA Group consisted of the following three sister companies:

(a) CCT Holdings, LLC,

(b) CCA Holdings, LLC, and

The cable systems were owned by the various subsidiaries of these three
sister companies. The financial statements for these three sister companies
historically were combined and the term "CCA Group" was assigned to these
combined entities. In connection with Mr. Allen's acquisition on December
23, 1998, the three sister companies and some of the non-operating
subsidiaries were merged out of existence, leaving certain of the operating
subsidiaries owning all of the cable systems under this former group. These
operating subsidiaries became indirect, wholly owned subsidiaries of
Charter Investment, Inc.

(3) CharterComm Holdings, LLC

The controlling interests in CharterComm Holdings were held by
affiliates of Charterhouse Group International Inc. Charter Investment,
Inc. had only a minority interest. On December 21, 1998, prior to Mr.
Allen's acquisition, the remaining interests it did not previously own in
CharterComm Holdings were acquired by Charter Investment, Inc. from the
Charterhouse affiliates. Consequently, CharterComm Holdings became a wholly
owned subsidiary of Charter Investment, Inc.

The cable systems were owned by the various subsidiaries of CharterComm
Holdings. In connection with Mr. Allen's acquisition on December 23, 1998,
some of the non-operating subsidiaries were merged out of existence,
leaving certain of the operating subsidiaries owning all of the cable
systems under this former group. CharterComm Holdings was merged out of
existence. Charter Communications, LLC became a direct, wholly owned
subsidiary of Charter Investment, Inc.

In February 1999, Charter Holdings was formed as a wholly owned subsidiary
of Charter Investment, Inc., and Charter Operating was formed as a wholly owned
subsidiary of Charter Holdings. All of Charter Investment, Inc.'s direct
interests in the entities described above were transferred to Charter Operating.
All of the prior management agreements were terminated and a new management
agreement was entered into between Charter Investment, Inc. and Charter
Operating.

In May 1999, Charter Communications Holding Company was formed as a wholly
owned subsidiary of Charter Investment, Inc. All of Charter Investment, Inc.'s
interests in Charter Holdings were transferred to Charter Communications Holding
Company.

The acquisition by Mr. Allen became effective on December 23, 1998, through
a series of transactions in which Mr. Allen acquired approximately 94%

76
<PAGE> 80

of the equity interests of Charter Investment, Inc. for an aggregate purchase
price of $2.2 billion, excluding $2.0 billion in assumed debt. Charter
Communications Properties, the operating companies that formerly comprised CCA
Group and CharterComm Holdings were contributed to Charter Operating subsequent
to Mr. Allen's acquisition. Charter Communications Properties is deemed to be
our predecessor. Consequently, the contribution of Charter Communications
Properties was accounted for as a reorganization under common control.
Accordingly, the accompanying financial statements for periods prior to December
24, 1998 include the accounts of Charter Communications Properties. The
contributions of the operating companies that formerly comprised CCA Group and
CharterComm Holdings were accounted for in accordance with purchase accounting.
Accordingly, the financial statements for periods after December 23, 1998
include the accounts of Charter Communications Properties, CCA Group and
CharterComm Holdings.

MARCUS COMPANIES

In April 1998, Mr. Allen acquired approximately 99% of the non-voting
economic interests in Marcus Cable, and agreed to acquire the remaining
interests. The owner of the remaining partnership interests retained voting
control of Marcus Cable. In October 1998, Marcus Cable entered into a management
consulting agreement with Charter Investment, Inc., pursuant to which Charter
Investment, Inc. provided management and consulting services to Marcus Cable and
its subsidiaries which own the cable systems. This agreement placed the Marcus
cable systems under common management with the cable systems of the Charter
companies acquired by Mr. Allen in December 1998.

In February 1999, Marcus Holdings was formed and all of Mr. Allen's
interests in Marcus Cable were transferred to Marcus Holdings. In March 1999,
Mr. Allen acquired the remaining interests in Marcus Cable, including voting
control, which interests were transferred to Marcus Holdings. In April 1999, Mr.
Allen merged Marcus Holdings into Charter Holdings, and the operating
subsidiaries of Marcus Holdings and all of the cable systems they owned came
under the ownership of Charter Holdings and, in turn, Charter Operating. For
financial reporting purposes, the merger of Marcus Holdings with and into
Charter Holdings was accounted for as an acquisition of Marcus Holdings
effective March 31, 1999, and accordingly, the results of operations of Marcus
Holdings have been included in the financial statements of Charter
Communications Holding Company since that date.

ACQUISITIONS

In the second and third quarters of 1999, direct or indirect subsidiaries
of Charter Holdings acquired Renaissance, American Cable, Greater Media systems,
Helicon, Vista, a certain cable system of Cable Satellite and Rifkin for a total
purchase price of approximately $2.0 billion which included assumed debt of $351
million. See "Business -- Acquisitions" and "Description of Certain

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<PAGE> 81

Indebtedness". These acquisitions were funded through excess cash from the
issuance by Charter Holdings of senior notes, borrowings under our credit
facilities, capital contributions to Charter Communications Holding Company by
Mr. Allen and the assumption of the outstanding Renaissance, Helicon and Rifkin
notes.

In addition to these acquisitions, since the beginning of 1999,
subsidiaries of Charter Holdings have entered into definitive agreements to
acquire the InterMedia cable systems and Charter Communications Holding Company
and its subsidiaries have entered into definitive agreements to acquire the
Avalon, Fanch, Falcon and Bresnan cable systems. All of these acquisitions are
set forth in the table below. These acquisitions are expected to be funded
through the net proceeds of this offering, borrowings under credit facilities,
cash, additional equity and debt financings, and the assumption of outstanding
notes issued by Avalon, Falcon and Bresnan. Not all of the funding necessary to
complete these acquisitions has been arranged. We may be required to repay the
Avalon and Bresnan credit facilities. We have offered to repurchase the Rifkin
notes, are required to offer to repurchase the Helicon notes, and will be
required to offer to repurchase the Avalon notes, the Falcon debentures and the
Bresnan notes following the closing of the these acquisitions, respectively. See
"-- Liquidity and Capital Resources" and "Description of Certain Indebtedness".

Under the Falcon purchase agreement, specified Falcon sellers have agreed
to receive at least $425 million and, at their election, up to $550 million of
the Falcon purchase price in the form of membership units in Charter
Communications Holding Company. Under the Bresnan purchase agreement, the
Bresnan sellers have agreed to receive $1.0 billion of the Bresnan purchase
price in the form of membership units in Charter Communications Holding Company,
which, as of the closing of the offering, would equal approximately 6.9% of the
total membership units in Charter Communications Holding Company. See
"Business -- Acquisitions". In addition, certain Rifkin sellers elected to
receive $133.3 million of the purchase price in the form of preferred equity of
Charter Communications Holding Company. Under the Helicon purchase agreement,
$25 million of the purchase price was paid in the form of preferred limited
liability company interests of Charter-Helicon, LLC, a direct wholly owned
subsidiary of Charter Communications, LLC, itself an indirect subsidiary of
Charter Communications Holding Company.

As part of the transaction with InterMedia, we will "swap" some of our non-
strategic cable systems located in Indiana, Montana, Utah and northern Kentucky,
representing 144,000 basic customers, and pay cash of $873 million. The
InterMedia systems serve approximately 412,000 customers in Georgia, North
Carolina, South Carolina and Tennessee.

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<PAGE> 82

<TABLE>
<CAPTION>
AS OF AND FOR
THE SIX MONTHS ENDED
JUNE 30, 1999
ACTUAL OR ----------------------------
ANTICIPATED PURCHASE
ACQUISITION PRICE BASIC REVENUE
ACQUISITION DATE (IN MILLIONS) SUBSCRIBERS (IN THOUSANDS)
- ----------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C>
Renaissance..................... 4/99 $ 459 129,000 $ 30,807
American Cable.................. 5/99 240 69,000 17,958
Greater Media systems........... 6/99 500 175,000 42,348
Helicon......................... 7/99 550 173,000 42,956
Vista........................... 7/99 126 28,000 7,101
Cable Satellite................. 8/89 22 9,000 2,056
Rifkin.......................... 9/99 1,460 461,000 105,592
InterMedia systems.............. 3rd Quarter 1999 873+ 412,000 100,644
systems swap (144,000)
---------
268,000
Avalon.......................... 4th Quarter 1999 859 260,000 51,769
Fanch........................... 4th Quarter 1999 2,400 537,000 98,931
Falcon.......................... 4th Quarter 1999 3,606 1,008,000 212,205
Bresnan......................... 1st Quarter 2000 3,100 656,000 137,291
--------------- --------- --------
Total...................... $ 14,195 3,773,000 $849,658
=============== ========= ========
</TABLE>

The systems acquired pursuant to these recent and pending acquisitions
served, in the aggregate, approximately 3.8 million customers as of June 30,
1999. In addition, we are negotiating with several other potential acquisition
candidates whose systems would further complement our regional operating
clusters.

CHARTER COMMUNICATIONS, INC.

Charter Communications, Inc. was formed as a holding company in July 1999.
In connection with the offering, Charter Communications, Inc. will issue:

- 170,000,000 shares of Class A common stock in the offering, and an
additional 25,500,000 shares of Class A common stock if the underwriters
exercise their over-allotment option in full; and

- 50,000 shares of high vote Class B common stock to Messrs. Allen, Kent,
Babcock and Wood.

Charter Communications, Inc. will use all of the proceeds of the offering
and the sale of shares of Class B common stock to purchase Charter
Communications Holding Company membership units. Immediately following the
offering, Mr. Allen will control approximately 93.0% of the total voting power
of Charter Communications, Inc.'s outstanding capital stock and will control
Charter Communications Holding Company and its direct and indirect subsidiaries.

The sale of shares of Class A common stock in the offering and the sale of
the shares of Class B common stock as described above will affect us in many
ways, including the following:

- Our Management. The current management agreement between Charter
Operating and Charter Investment, Inc. will be amended and assigned

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<PAGE> 83

from Charter Investment, Inc. to Charter Communications, Inc. Charter
Communications, Inc. and Charter Communications Holding Company will
enter into a new agreement relating to the management of the cable
systems of the subsidiaries of Charter Communications Holding Company. In
addition, Charter Investment, Inc. and Charter Communications, Inc. will
enter into a mutual services agreement. These agreements are described
under the heading "Certain Relationships and Related Transactions".

- Option Plan. After the offering, each membership unit in Charter
Communications Holding Company received as a result of an exercise of an
option issued under the Charter Communications Holding Company option
plan will automatically be exchanged for one share of Class A common
stock of Charter Communications, Inc. See "Management -- Option Plan" for
additional information regarding the option plan.

- Business Activities. Upon the completion of the offering, we will not
be permitted to engage in any business activity other than the cable
transmission of video, audio and data unless Mr. Allen first consents to
our pursuing that particular business activity. See "Risk Factors -- We
will not be able to engage in any business other than the cable
transmission of video, audio and data unless Mr. Allen first determines
not to pursue that particular business activity" and "Certain
Relationships and Related Transactions -- Allocation of Business
Opportunities with Mr. Allen".

- Special Loss Allocation. After the offering, Charter Communications
Holding Company's operating agreement will provide that through the end
of 2003, book losses and the corresponding tax losses (as determined for
tax accounting purposes) of Charter Communications Holding Company that
would otherwise have been allocated to Charter Communications, Inc. will
instead be allocated to membership units held by Vulcan Cable III Inc.
and Charter Investment, Inc.

At the time that Charter Communications Holding Company first has book
profits (as determined for tax accounting purposes) that would otherwise
have been allocated to Charter Communications, Inc., (generally based on
the percentage of membership units in Charter Communications Holding
Company held by it), certain of such profits, or items thereof, and the
tax profits corresponding thereto, will instead be allocated to the
membership units held by Vulcan Cable III Inc. and Charter Investment,
Inc. until the amount of book profits so allocated is equal to the amount
of book losses previously specially allocated to each such membership
unit. See "Description of Capital Stock and Membership Units -- Special
Allocation of Losses".

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<PAGE> 84

OVERVIEW

Approximately 85% of our historical revenues for the six months ended June
30, 1999 are attributable to monthly subscription fees charged to customers for
our basic, expanded basic and premium cable television programming services,
equipment rental and ancillary services provided by our cable television
systems. In addition, we derive other revenues from installation and
reconnection fees charged to customers to commence or reinstate service,
pay-per-view programming, where users are charged a fee for individual programs
requested, advertising revenues and commissions related to the sale of
merchandise by home shopping services. We have generated increased revenues in
each of the past three fiscal years, primarily through internal customer growth,
basic and expanded tier rate increases and acquisitions as well as innovative
marketing, such as our MVP package of premium services. The MVP package entitles
customers to receive a substantial discount on bundled premium services of HBO,
Showtime, Cinemax and The Movie Channel. The MVP package has increased premium
revenue by 3.4% and premium cash flow by 5.5% in the initial nine months of this
program. We are beginning to offer our customers several other services, which
are expected to significantly contribute to our revenues. One of these services
is digital cable, which provides subscribers with additional programming
options. We are also offering high speed Internet access to the World Wide Web
through cable modems. Cable modems can be attached to personal computers so that
users can send and receive data over cable systems. Our television based
Internet access allows us to offer the services provided by WorldGate
Communications, Inc., which provides users with TV based e-mail and other
Internet access.

Our expenses primarily consist of operating costs, general and
administrative expenses, depreciation and amortization expense and management
fees/corporate expense charges. Operating costs primarily include programming
costs, cable service related expenses, marketing and advertising costs,
franchise fees and expenses related to customer billings. Programming costs
account for approximately 46% of our operating costs. Programming costs have
increased in recent years and are expected to continue to increase due to
additional programming being provided to customers, increased cost to produce or
purchase cable programming, inflation and other factors affecting the cable
television industry. In each year we have operated, our costs to acquire
programming have exceeded customary inflationary increases. A significant factor
with respect to increased programming costs is the rate increases and surcharges
imposed by national and regional sports networks directly tied to escalating
costs to acquire programming for professional sports packages in a competitive
market. We have benefited in the past from our membership in an industry
cooperative that provides members with volume discounts from programming
networks. We believe our membership has minimized increases in our programming
costs relative to what the increases would otherwise have been. We also believe
that we should derive additional discounts from

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<PAGE> 85

programming networks due to our increased size. Finally, we were able to
negotiate favorable terms with premium networks in conjunction with the premium
packages, which minimized the impact on margins and provided substantial volume
incentives to grow the premium category. Although we believe that we will be
able to pass future increases in programming costs through to customers, there
can be no assurance that we will be able to do so.

General and administrative expenses primarily include accounting and
administrative personnel and professional fees. Depreciation and amortization
expense relates to the depreciation of our tangible assets and the amortization
of our franchise costs. Management fees/corporate expense charges are fees paid
to or charges from Charter Investment, Inc. for corporate management and
consulting services. Charter Holdings records actual corporate expense charges
incurred by Charter Investment, Inc. on behalf of Charter Holdings. Prior to the
acquisition of us by Mr. Allen, the CCA Group and CharterComm Holdings recorded
management fees payable to Charter Investment, Inc. equal to 3.0% to 5.0% of
gross revenues plus certain expenses. In October 1998, Charter Investment, Inc.
began managing the cable operations of Marcus Holdings under a management
agreement, which was terminated in February 1999 and replaced by a master
management fee arrangement. The Charter Operating credit facilities limit
management fees to 3.5% of gross revenues.

In connection with the offering, the existing management agreement between
Charter Investment, Inc. and Charter Operating will be assigned to Charter
Communications, Inc. and Charter Communications, Inc. will enter into a new
management agreement with Charter Communications Holding Company. This
management agreement will be substantially similar to the existing management
agreement with Charter Operating except that Charter Communications, Inc. will
only be entitled to receive reimbursement of its expenses as consideration for
its providing management services. See "Certain Relationships and Related
Transactions".

We have had a history of net losses and expect to continue to report net
losses for the foreseeable future. The principal reasons for our prior and
anticipated net losses include depreciation and amortization expenses associated
with our acquisitions, capital expenditures related to construction and
upgrading of our systems, and interest costs on borrowed money. We cannot
predict what impact, if any, continued losses will have on our ability to
finance our operations in the future.

RESULTS OF OPERATIONS

The following discusses the results of operations for:

(1) Charter Communications Holding Company, comprised of Charter
Communications Properties, for the six months ended June 30, 1998, and

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(2) Charter Communications Holding Company, comprised of the following for
the six months ended June 30, 1999:

- Charter Communications Properties, CCA Group and CharterComm Holdings
for the entire period.

- Marcus Holdings for the period from March 31, 1999 (the date Mr.
Allen acquired voting control) through June 30, 1999.

- Renaissance for the period from May 1, 1999 (the acquisition date)
through June 30, 1999.

- American Cable for the period from May 8, 1999 (the acquisition date)
through June 30, 1999.

The following table sets forth the percentages of revenues that items in
the statements of operations constitute for the indicated periods.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------------------------
6/30/99 6/30/98
------------------ ------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
Revenues....................................... $ 468,993 100.0% $ 15,129 100.00%
--------- ------ -------- ------
Operating expenses:
Operating, general and administrative........ 241,341 51.5 8,378 55.4
Depreciation and amortization................ 249,952 53.3 5,312 35.1
Stock option compensation expense............ 38,194 8.1 -- --
Management fees/corporate expense charges.... 11,073 2.4 628 4.1
--------- ------ -------- ------
Total operating expenses............. 540,560 115.3 14,318 94.6
--------- ------ -------- ------
Income (loss) from operations.................. (71,567) (15.3) 811 5.4
Interest income................................ 10,085 2.2 14 0.1
Interest expense............................... (157,669) (33.6) (5,618) (37.1)
Other income................................... 2,840 0.6 3 --
--------- ------ -------- ------
Loss before extraordinary item................. (216,311) (46.1) (4,790) (31.6)
Extraordinary item-loss from early
extinguishment of debt....................... 7,794 1.7 -- --
--------- ------ -------- ------
Net loss............................. $(224,105) (47.8)% $ (4,790) (31.6)%
========= ====== ======== ======
</TABLE>

PERIOD FROM JANUARY 1, 1999 THROUGH JUNE 30, 1999
COMPARED TO PERIOD FROM JANUARY 1, 1998 THROUGH JUNE 30, 1998

REVENUES. Revenues increased by $453.9 million, or 3,000%, from $15.1
million for the period from January 1, 1998 through June 30, 1998 to $469.0
million for the period from January 1, 1999 through June 30, 1999. The increase
in revenues primarily resulted from the acquisitions of CCA Group, CharterComm
Holdings, Sonic, Marcus Holdings and Renaissance. Additional revenues from these
entities included for the period ended June 30, 1999 were $179.5 million, $108.9
million, $26.2 million, $128.1 million and $10.4 million, respectively.

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OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating, general and
administrative expenses increased by $232.9 million, or 2,781%, from $8.4
million for the period from January 1, 1998 through June 30, 1998 to $241.3
million for the period from January 1, 1999 through June 30, 1999. This increase
was due primarily to the acquisitions of the CCA Group, CharterComm Holdings,
Sonic, Marcus Holdings and Renaissance. Additional operating, general and
administrative expenses from these entities included for the period from January
1, 1999 through June 30, 1999 were $90.7 million, $54.2 million, $13.6 million,
$69.5 million and $4.9 million, respectively.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $244.7 million, or 4,605%, from $5.3 million for the period from
January 1, 1998 through June 30, 1998 to $250.0 million for the period from
January 1, 1999 through June 30, 1999. There was a significant increase in
amortization expense resulting from the acquisitions of the CCA Group,
CharterComm Holdings, Sonic, Marcus Holdings and Renaissance. Additional
depreciation and amortization expense from these entities included for the
period ended June 30, 1999 were $97.9 million, $67.4 million, $5.6 million,
$65.6 million and $5.8 million, respectively.

STOCK OPTION COMPENSATION EXPENSE. Stock option compensation expense for
the period from January 1, 1999 through June 30, 1999 was $38.2 million due to
the granting of options to employees in December 1998, February 1999 and April
1999. The exercise prices of the options are less than the estimated fair values
of the underlying membership units on the date of grant, resulting in
compensation expense accrued over the vesting period of each grant that varies
from four to five years.

MANAGEMENT FEES/CORPORATE EXPENSE CHARGES. Management fees/corporate
expense charges increased by $10.5 million, or 1,663%, from $0.6 million for the
period from January 1, 1998 through June 30, 1998 to $11.1 million for the
period from January 1, 1999 through June 30, 1999. The increase from the period
from January 1, 1998 through June 30, 1998 compared to the period from January
1, 1999 through June 30, 1999 was the result of the acquisitions of CCA Group,
CharterComm Holdings, Sonic, Marcus Holdings, Renaissance and American Cable.

INTEREST INCOME. Interest income increased by $10.1 million from $14,000
for the period from January 1, 1998 to June 30, 1998 to $10.1 million for the
period from January 1, 1999 to June 30, 1999. The increase was primarily due to
investing excess cash that resulted from required credit facilities draw downs.

INTEREST EXPENSE. Interest expense increased by $152.1 million, or
2,706%, from $5.6 million for the period from January 1, 1998 through June 30,
1998 to $157.7 million for the period from January 1, 1999 through June 30,
1999. This increase resulted primarily from interest on the notes at Charter
Holdings, the credit facilities at Charter Operating and the financing of the
acquisitions of CCA Group and CharterComm Holdings. The interest expenses
resulting from each of

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these transactions were $68.7 million, $44.9 million, $12.7 million and $11.3
million, respectively.

OTHER INCOME. Other income increased by $2.8 million from $3,000 for the
period from January 1, 1998 to June 30, 1998 to $2.8 million for the period from
January 1, 1999 to June 30, 1999. The increase was primarily due to the gain on
the sale of certain aircrafts.

NET LOSS. Net loss increased by $219.3 million, or 4,579%, from $4.8
million for the period from January 1, 1998 through June 30, 1998 to $224.1
million for the period from January 1, 1998 through June 30, 1999. The increase
in revenues that resulted from the acquisitions of CCA Group, CharterComm
Holdings, Sonic and Marcus Holdings was not sufficient to offset the operating
expenses associated with the acquired systems and loss from early extinguishment
of debt.

RESULTS OF OPERATIONS

The following discusses the results of operations for:

(1) Charter Communications Holding Company, comprised of Charter
Communications Properties, for the period from January 1, 1998 through
December 23, 1998 and for the years ended December 31, 1997 and 1996,
and

(2) Charter Communications Holding Company, comprised of Charter
Communications Properties, CCA Group and CharterComm Holdings, for the
period from December 24, 1998 through December 31, 1998.

The following table sets forth the percentages of revenues that items in
the statements of operations constitute for the indicated periods.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1/1/98 12/24/98
------------------------------------ THROUGH THROUGH
1996 1997 12/23/98 12/31/98
---------------- ---------------- ----------------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
Revenues.................................. $14,881 100.0% $18,867 100.0% $ 49,731 100.0% $13,713 100.0%
------- ----- ------- ----- -------- ----- ------- -----
Operating expenses:
Operating costs.......................... 5,888 39.5% 9,157 48.5% 18,751 37.7% 6,168 45.0%
General and administrative costs......... 2,235 15.0% 2,610 13.8% 7,201 14.5% 966 7.0%
Depreciation and amortization............ 4,593 30.9% 6,103 32.4% 16,864 33.9% 8,318 60.7%
Stock option compensation expense........ -- -- -- -- -- -- 845 6.2%
Management fees/corporate expense
charges................................ 446 3.0% 566 3.0% 6,176 12.4% 473 3.4%
------- ----- ------- ----- -------- ----- ------- -----
Total operating expenses................. 13,162 88.4% 18,436 97.7% 48,992 98.5% 16,770 122.3%
------- ----- ------- ----- -------- ----- ------- -----
Income (loss) from operations............. 1,719 11.6% 431 2.3% 739 1.5% (3,057) (22.3%)
Interest income........................... 20 0.1% 41 0.2% 44 0.1% 133 1.0%
Interest expense.......................... (4,415) (29.7%) (5,120) (27.1%) (17,277) (34.7%) (2,353) (17.2%)
Other income (expense).................... (47) (0.3%) 25 0.1% (728) (1.5%) -- --
------- ----- ------- ----- -------- ----- ------- -----
Net loss.................................. $(2,723) (18.3%) $(4,623) (24.5%) $(17,222) (34.6%) $(5,277) (38.5%)
======= ===== ======= ===== ======== ===== ======= =====
</TABLE>

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PERIOD FROM DECEMBER 24, 1998 THROUGH DECEMBER 31, 1998

This period is not comparable to any other period presented. The financial
statements represent eight days of operations. This period not only contains the
results of operations of Charter Communications Properties, but also the results
of operations of those entities purchased in the acquisition of the Charter
companies by Mr. Allen. As a result, no comparison of the operating results for
this eight-day period is presented.

PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998 COMPARED TO 1997

REVENUES. Revenues increased by $30.8 million, or 163.6%, from $18.9
million in 1997 to $49.7 million for the period from January 1, 1998 through
December 23, 1998. The increase in revenues primarily resulted from the
acquisition of Sonic whose revenues for that period were $30.5 million.

OPERATING EXPENSES. Operating expenses increased by $9.6 million, or
104.8%, from $9.2 million in 1997 to $18.8 million for the period from January
1, 1998 through December 23, 1998. This increase was due primarily to the
acquisition of Sonic, whose operating expenses for that period were $11.5
million, partially offset by the loss of $1.4 million on the sale of a cable
system in 1997.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased by $4.6 million, or 175.9%, from $2.6 million in 1997 to $7.2 million
for the period from January 1, 1998 through December 23, 1998. This increase was
due primarily to the acquisition of Sonic whose general and administrative
expenses for that period were $4.4 million.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $10.8 million, or 176.3%, from $6.1 million in 1997 to $16.9
million for the period from January 1, 1998 through December 23, 1998. There was
a significant increase in amortization resulting from the acquisition of Sonic.
Incremental depreciation and amortization expenses of the acquisition of Sonic
were $10.3 million.

MANAGEMENT FEES/CORPORATE EXPENSE CHARGES. Corporate expense charges
increased by $5.6 million, or 991.2% from $0.6 million in 1997 to $6.2 million
for the period from January 1, 1998 through December 23, 1998. The increase from
1997 compared to the period from January 1, 1998 through December 23, 1998 was
the result of additional Charter Investment, Inc. charges related to equity
appreciation rights plans of $3.8 million for the period from January 1, 1998
through December 23, 1998 and an increase of $1.5 million in management services
provided by Charter Investment, Inc. as a result of the acquisition of Sonic.

INTEREST EXPENSE. Interest expense increased by $12.2 million, or 237.4%,
from $5.1 million in 1997 to $17.3 million for the period from January 1, 1998
through December 23, 1998. This increase resulted primarily from the

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<PAGE> 90

indebtedness of $220.6 million, including a note payable for $60.7 million,
incurred in connection with the acquisition of Sonic resulting in $12.1 million
of additional interest expense.

NET LOSS. Net loss increased by $12.6 million, or 272.5%, from $4.6
million in 1997 to $17.2 million for the period from January 1, 1998 through
December 23, 1998. The increase in revenues that resulted from cable television
customer growth was not sufficient to offset the operating expenses related to
the acquisition of Sonic.

1997 COMPARED TO 1996

REVENUES. Revenues increased by $4.0 million, or 26.8%, from $14.9
million in 1996 to $18.9 million in 1997. The primary reason for this increase
is due to the acquisition of 5 cable systems in 1996 that increased customers by
58.9%.

Revenues of Charter Communications Properties, excluding the activity of
any other systems acquired during the periods, increased by $0.7 million, or
8.9%, from $7.9 million in 1996 to $8.6 million in 1997.

OPERATING EXPENSES. Operating expenses increased by $3.3 million, or
55.5%, from $5.9 million in 1996 to $9.2 million in 1997. This increase was
primarily due to the acquisitions of the cable systems in 1996 and the loss of
$1.4 million on the sale of a cable system in 1997.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased by $0.4 million, or 16.8%, from $2.2 million in 1996 to $2.6 million
in 1997. This increase was primarily due to the acquisitions of the cable
systems in 1996.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $1.5 million, or 32.9%, from $4.6 million in 1996 to $6.1 million
in 1997. There was a significant increase in amortization resulting from the
acquisitions of the cable systems in 1996.

MANAGEMENT FEES/CORPORATE EXPENSE CHARGES. Corporate expense charges
increased by $0.2 million, or 26.9%, from $0.4 million in 1996 to $0.6 million
in 1997. These fees were 3.0% of revenues in both 1996 and 1997.

INTEREST EXPENSE. Interest expense increased by $0.7 million, or 16.0%,
from $4.4 million in 1996 to $5.1 million in 1997. This increase resulted
primarily from the indebtedness incurred in connection with the acquisitions of
several cable systems in 1996.

NET LOSS. Net loss increased by $1.9 million, or 69.8%, from $2.7 million
in 1996 to $4.6 million in 1997. The increase in net loss is primarily related
to the $1.4 million loss on the sale of a cable system.

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OUTLOOK

Our business strategy emphasizes the increase of our operating cash flow by
increasing our customer base and the amount of cash flow per customer. We
believe that there are significant advantages in increasing the size and scope
of our operations, including:

- improved economies of scale in management, marketing, customer service,
billing and other administrative functions;

- reduced costs for our cable systems and our infrastructure in general;

- increased leverage for negotiating programming contracts; and

- increased influence on the evolution of important new technologies
affecting our business.

We seek to "cluster" cable systems in suburban and ex-urban areas
surrounding selected metropolitan markets. We believe that such "clustering"
offers significant opportunities to increase operating efficiencies and to
improve operating margins and cash flow by spreading fixed costs over an
expanding subscriber base. In addition, we believe that by concentrating
"clusters" in markets, we will be able to generate higher growth in revenues and
operating cash flow. Through strategic acquisitions and "swaps" of cable
systems, we seek to enlarge the coverage of our current areas of operations,
and, if feasible, develop "clusters" in new geographic areas within existing
regions. Swapping of cable systems allows us to trade systems that do not
coincide with our operating strategy while gaining systems that meet our
objectives. Several significant swaps have been announced. These swaps have
demonstrated the industry's trend to cluster operations. To date, Charter
Holdings has participated in one swap in connection with the transaction with
InterMedia. We are currently negotiating other possible swap transactions.

LIQUIDITY AND CAPITAL RESOURCES

Our business requires significant cash to fund acquisitions, capital
expenditures, debt service costs and ongoing operations. We have historically
funded and expect to fund future liquidity and capital requirements through cash
flows from operations, equity contributions, borrowings under our credit
facilities and debt and equity financings.

Our historical cash flows from operating activities for 1998 were $141.6
million, and for the six months ended June 30, 1999 were $172.8 million. Pro
forma for our recent and pending acquisitions and the merger of Marcus Holdings
with Charter Holdings, our cash flows from operating activities for 1998 were
$589.5 million, and for the six months ended June 30, 1999 were $451.1 million.

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<PAGE> 92

CAPITAL EXPENDITURES

We have substantial ongoing capital expenditure requirements. We make
capital expenditures primarily to upgrade, rebuild and expand our cable systems,
as well as for system maintenance, the development of new products and services,
and converters. Converters are set-top devices added in front of a subscriber's
television receiver to change the frequency of the cable television signals to a
suitable channel. The television receiver is then able to tune and to allow
access to premium service.

Upgrading our cable systems will enable us to offer new products and
services, including digital television, additional channels and tiers, expanded
pay-per-view options, high-speed Internet access and interactive services.

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 and rebuild our systems to bandwidth capacity
of 550 megahertz or greater and add two-way capability, so that we may offer
advanced services. The remaining $2.6 billion will be used for extensions of
systems, development of new products and services, converters and system
maintenance. Capital expenditures for 2000, 2001 and 2002 are expected to be
approximately $1.5 billion, $2.0 billion and $2.0 billion, respectively. We
currently expect to finance approximately 80% of the anticipated capital
expenditures with cash generated from operations and approximately 20% with
additional borrowings under credit facilities. We cannot assure you that these
amounts will be sufficient to accomplish our planned system upgrade, expansion
and maintenance. See "Risk Factors -- We may not be able to obtain capital
sufficient to fund our planned upgrades and other capital expenditures". This
could adversely affect our ability to offer new products and services and
compete effectively, and could adversely affect our growth, financial condition
and results of operations.

Capital expenditures for the third and fourth quarters of 1999 are expected
to be approximately $785 million and will be funded from cash flows from
operations and credit facilities borrowings. For the six months ended June 30,
1999, we made capital expenditures, excluding the acquisition of cable systems,
of $206 million. The majority of the capital expenditures related to rebuilding
existing cable systems.

FINANCING ACTIVITIES

CHARTER HOLDINGS NOTES. On March 17, 1999, Charter Holdings issued $3.6
billion principal amount of senior notes. The net proceeds of approximately
$2.99 billion, combined with the borrowings under our credit facilities, were
used to consummate tender offers for publicly held debt of several of our
subsidiaries, as described below, refinance borrowings under our previous credit
facilities and for working capital purposes and to finance a number of recent
acquisitions.

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<PAGE> 93

Semi-annual interest payments with respect to the 8.250% notes and the
8.625% notes will be approximately $89.4 million, commencing on October 1, 1999.
No interest on the 9.920% notes will be payable prior to April 1, 2004.
Thereafter, semi-annual interest payments on the three series of senior notes
will be approximately $162.6 million in the aggregate, commencing on October 1,
2004. Charter Holdings and its wholly owned subsidiary, Charter Communications
Capital Corporation, commenced an offer to exchange the senior notes they issued
in March 1999 for senior notes with substantially similar terms, except that the
new notes will be registered and will not be subject to restrictions on
transfer. The exchange offer is expected to expire on October 4, 1999. As of
June 30, 1999, $2.1 billion was outstanding under the 8.250% and 8.625% notes,
and the accreted value of the 9.920% notes was $931.6 million.

Concurrently with the issuance of the Charter Holdings notes, we refinanced
substantially all of our previous credit facilities and Marcus Cable Operating
Company, L.L.C.'s credit facilities with new credit facilities entered into by
Charter Operating. In February and March 1999, we commenced cash tender offers
to purchase the 14% senior discount notes issued by Charter Communications
Southeast Holdings, LLC, the 11.25% senior notes issued by Charter
Communications Southeast, LLC, the 13.50% senior subordinated discount notes
issued by Marcus Cable Operating Company, L.L.C., and the 14.25% senior discount
notes issued by Marcus Cable. All notes, except for $1.1 million in principal
amount, were paid off for an aggregate amount of $1.0 billion.

CHARTER OPERATING CREDIT FACILITIES. Charter Operating's credit
facilities provide for two term facilities, one with a principal amount of $1.0
billion that matures September 2008 (Term A), and the other with the principal
amount of $1.85 billion that matures on March 2009 (Term B). Our credit
facilities also provide for a $1.25 billion revolving credit facility with a
maturity date of September 2008. As of June 30, 1999, approximately $2.025
billion was outstanding and $2.075 billion was available for borrowing under
Charter Operating's credit facilities. In addition, an uncommitted incremental
term facility of up to $500 million with terms similar to the terms of Charter
Operating's credit facilities is permitted under these credit facilities, but
will be conditioned on receipt of additional new commitments from existing and
new lenders.

Amounts under Charter Operating's credit facilities bear interest at a base
rate or a eurodollar rate, plus a margin up to 2.75%. A quarterly commitment fee
of between 0.25% and 0.375% per annum is payable on the unborrowed balance of
Term A and the revolving credit facility. The weighted average interest rate for
outstanding debt on June 30, 1999 was 7.4%. Furthermore, Charter Operating has
entered into interest rate protection agreements to reduce the impact of changes
in interest rates on our debt outstanding under its credit facilities. See
"-- Interest Rate Risk".

RENAISSANCE NOTES. We acquired Renaissance in April 1999. The Renaissance
10% senior discount notes due 2008 had a $163.2 million principal

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<PAGE> 94

amount at maturity outstanding and $100.0 million accreted value upon issuance.
The Renaissance notes do not require the payment of interest until April 15,
2003. From and after April 15, 2003, the Renaissance notes bear interest,
payable semi-annually in cash, on each April 15 and October 15, commencing
October 15, 2003. The Renaissance notes are due on April 15, 2008. Due to the
change of control of Renaissance, an offer to purchase the Renaissance notes was
made at 101% of their accreted value, plus accrued and unpaid interest, on June
28, 1999. Of the $163.2 million face amount of Renaissance notes outstanding,
$48.8 million were repurchased. As of June 30, 1999, the accreted value of the
Renaissance notes was approximately $82.6 million.

HELICON NOTES. We acquired Helicon in July 1999. As of June 30, 1999,
Helicon had outstanding $115.0 million in principal amount of 11% senior secured
notes due 2003. As a result of the acquisition, we are required under the change
of control covenant contained in the indenture for these notes to make an offer
to purchase these notes at a price equal to 101% of their principal amount plus
accrued interest. The Helicon notes are currently callable at 106%. We
anticipate repurchasing the Helicon notes at a price equal to 103% of their
aggregate principal amount, plus accrued interest. The call price of 103% is not
permitted until November 1, 1999. We plan to use availability under Charter
Operating's credit facilities to repurchase the Helicon notes.

RIFKIN NOTES. We acquired Rifkin in September 1999. As of June 30, 1999,
Rifkin had outstanding $125.0 million in principal amount of 11 1/8% senior
subordinated notes due 2006. Interest on the Rifkin subordinated notes is
payable semi-annually on January 15 and July 15 of each year. Our acquisition of
Rifkin triggered change of control provisions under the Rifkin notes that
required us to offer to repurchase these notes at a purchase price equal to 101%
of their principal amount, plus accrued interest. We have made an offer to
repurchase the notes, which expires on October 18, 1999, unless extended. In
connection with this offer, we have solicited consents to amend the related
indenture and have offered to pay any note holder who consents and tenders on or
prior to October 1, 1999, an additional $30 per $1,000 principal amount of notes
tendered. We plan to use availability under Charter Operating's credit
facilities to repurchase these notes.

FALCON NOTES. Falcon has outstanding publicly held debt comprised of
8.375% senior debentures due 2010, 9.285% senior discount debentures due 2010
and 11.56% subordinated notes due 2001. As of June 30, 1999, $375.0 million
total principal amount of senior debentures and approximately $15.0 million
principal amount of subordinated notes were outstanding and the accreted value
of the Falcon senior discount debentures was approximately $308.7 million.
Interest on the Falcon senior debentures is payable semi-annually on April 15
and October 15 of each year. No interest on the Falcon senior discount
debentures will be payable prior to April 15, 2003. From and after April 15,
2003, the issuers of the senior discount debentures may elect to commence
accrual of cash interest payment on any date, and the interest will be

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payable semi-annually in cash on each April 15 and October 15 thereafter.
Interest on the subordinated notes is payable semi-annually on March 31 and
September 30 of each year. Our acquisition of Falcon will trigger change of
control provisions under the Falcon debentures that will require us to make
offers to repurchase these notes at prices equal to 101% of the outstanding
principal amounts, plus accrued interest. In addition, our acquisition of Falcon
will constitute an event of default under the terms of the Falcon subordinated
notes and will give rise, if written notice is given by holders of a majority in
outstanding principal amount, to an obligation to repay all outstanding
principal and accrued interest on the Falcon subordinated notes, plus accrued
interest and a make-whole premium, within 30 days of the receipt of the notice.

FALCON CREDIT FACILITIES. In connection with the Falcon acquisition, we
have amended and restated, effective upon the closing of the acquisition, the
existing Falcon credit facilities providing for available borrowing capacity of
$1.5 billion. As of June 30, 1999, $967.0 million was outstanding and $533.0
million was available for borrowing under these credit facilities. We are also
trying to raise additional commitments for a supplemental revolving credit
facility in the maximum amount of $350 million.

AVALON NOTES. Avalon has 11 7/8% senior discount notes due 2008 and
9 3/8% senior subordinated notes due 2008. As of June 30, 1999, the accreted
value of the Avalon 11 7/8% senior discount notes was $118.1 and $150.0 million
in total principal 9 3/8% senior subordinated notes remained outstanding. Before
December 1, 2003, there will be no payments of cash interest on the 11 7/8%
senior discount notes. After December 1, 2003, cash interest on the 11 7/8%
senior discount notes will be payable semi-annually on June 1 and December 1 of
each year, commencing June 1, 2004. Interest on the 9 3/8% senior subordinated
notes is payable semi-annually on June 1 and December 1 of each year. Our
acquisition of Avalon will trigger change of control provisions under the Avalon
notes that will require us to make an offer to repurchase them at a price equal
to 101% of the outstanding principal amounts, plus accrued interest.

AVALON CREDIT FACILITIES. Avalon has credit facilities providing for
borrowings of up to approximately $345.0 million. As of June 30, 1999,
approximately $177.4 million was outstanding and $167.6 million was available
for borrowing under these credit facilities. Because our acquisition of Avalon
will trigger the change of control provisions under the Avalon credit facilities
and the debt outstanding may become due and payable, we intend to amend or
refinance the Avalon credit facilities. If we are not able to amend these credit
facilities or arrange for their refinancing, we will be required to repay the
Avalon credit facilities.

BRESNAN NOTES. Bresnan has 8% senior notes due 2009 and 9 1/4% senior
discount notes due 2009. As of June 30, 1999, $170.0 million in total principal
8% Bresnan senior notes was outstanding and the accreted value of the Bresnan

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<PAGE> 96

9 1/4% senior discount notes was $181.8 million. Interest on the 8% senior notes
is payable semi-annually on February 1 and August 1 of each year. On and after
August 1, 2004, interest on the 9 1/4% senior discount notes will be payable
semi-annually in cash on February 1 and August 1 of each year. Our acquisition
of Bresnan will trigger change of control provisions under the Bresnan notes
that will require us to make an offer to repurchase these notes at a price equal
to 101% of the outstanding principal amounts plus accrued interest.

BRESNAN CREDIT FACILITIES. Bresnan has credit facilities providing for
borrowings of up to $650.0 million. As of June 30, 1999, $500.0 million was
outstanding and $150.0 million was available for borrowing under these credit
facilities. Because our acquisition of Bresnan will trigger change of control
and other provisions under the Bresnan credit facilities, we intend to amend or
refinance these credit facilities. If we cannot amend these facilities or
arrange for their refinancing, we will be required to repay the facilities.

FANCH CREDIT FACILITIES. We are not assuming debt in connection with the
Fanch acquisition. We expect to enter into new credit facilities for the Fanch
transaction providing for borrowings of up to $1.2 billion, of which we expect
to borrow $0.9 billion in connection with the closing of the Fanch acquisition.
The terms of the expected facilities are still under discussion with prospective
lenders.

As of June 30, 1999, pro forma for the pending acquisitions and
acquisitions completed since that date, our total debt was approximately $11.5
billion. Our significant amount of debt may adversely affect our ability to
obtain financing in the future and react to changes in our business. Our debt
and credit facilities contain and the credit facilities that we expect to enter
into and debt that we expect to assume in connection with the pending
acquisitions will contain, various financial and operating covenants that could
adversely impact our ability to operate our business, including restrictions on
the ability of operating subsidiaries to distribute cash to their parents. See
"-- Certain Trends and Uncertainties -- Restrictive Covenants" and "Description
of Indebtedness", for further information and a more detailed description of our
debt and the debt that we will assume or refinance in connection with our
pending acquisitions.

ACQUISITIONS

In the second and third quarters of 1999, we acquired the Renaissance,
American Cable, Greater Media, Helicon, Vista, Cable Satellite and Rifkin cable
systems. The total purchase price for these acquisitions was $3.4 billion,
including $351 million of assumed debt. We financed the cash portion of the
purchase prices for these acquisitions through excess cash from the issuance of
the Charter Operating senior notes, borrowings under our credit facilities and
capital contributions by Mr. Allen through Vulcan Cable III Inc.

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<PAGE> 97

We have agreed to purchase the InterMedia, Avalon, Fanch, Falcon and
Bresnan cable systems. The total purchase price for these acquisitions is $10.8
billion, including assumed debt of $2.1 billion. The aggregate purchase price
includes up to $1.3 billion aggregate principal amount of outstanding notes and
debentures that are subject to change of control provisions which will be
triggered by our acquisition of the notes and debentures issuers. We intend to
finance these acquisitions and debt repayments, as required, in part, with the
proceeds of the offering, Mr. Allen's equity contributions through Vulcan Cable
III Inc. to Charter Communications Holding Company, borrowings under our credit
facilities, cash and additional debt and equity financings.

In August 1999, Vulcan Cable III Inc. contributed to Charter Communications
Holding Company for membership units $500 million in cash and, in September
1999, an additional $825 million, of which approximately $644.3 million was in
cash and approximately $180.7 million was in the form of equity interests
acquired by Vulcan Cable III Inc. in connection with the Rifkin acquisition. In
addition, Mr. Allen has agreed to make a $750 million equity investment in
Charter Communications Holding Company at the closing of the offering for
membership units at the initial public offering price less the underwriting
discount.

These sources will not be sufficient to consummate all of our pending
acquisitions, and we will require additional financing. We currently anticipate
that we will need to raise an additional $1.4 billion in equity or debt
financing to fund the pending acquisitions. This amount could increase by up to
an additional $2.1 billion to the extent we have to repay notes, debentures or
credit facility borrowings of our pending acquisitions that are put to us or
that we may be required to repay upon a change of control of the acquired
entities. We are also negotiating a new $1.2 billion credit facility for Fanch,
of which we expect to borrow $0.9 billion in connection with the closing of the
Fanch acquisition. We expect to fund these amounts as follows:

- - We intend to finance $1.1 billion of the Bresnan acquisition purchase price
by issuing convertible debt, convertible preferred stock or privately-placed
equity securities. We expect to fund the remaining $300 million of the
anticipated $1.4 billion shortfall with additional debt financing that has
not yet been arranged. We can give no assurance that additional equity or
debt financing will be available.

- - Following the closing of the Avalon, Falcon and Bresnan acquisitions, we
will be required to make offers to repurchase debentures and notes in the
principal amounts and accreted value of $268 million, $699 million and $352
million, respectively, under the indentures governing these notes. We will
need to commence the offers to repurchase within 20, 30 and 30 days after
the completion of the Avalon, Falcon and Bresnan acquisitions, respectively.
We will be required to repurchase tendered Falcon notes and debentures and
Avalon notes within 80 days after completion of the acquisitions and
tendered

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<PAGE> 98

Bresnan notes within 90 days after completion of the Bresnan acquisition. We
expect to finance the repurchase of any notes and debentures tendered with
additional debt financing or credit facility borrowings that have not yet
been arranged. We can give no assurance that we will be able to raise these
funds.

- - Our acquisition of Avalon and Bresnan will constitute a change of control
and will also trigger an event of default under each of Avalon's and
Bresnan's credit facilities, permitting the lenders to declare all amounts
outstanding under the facilities due and payable. As of June 30, 1999, the
amount outstanding under the Avalon credit facilities was $177.4 million and
the amount outstanding under the Bresnan credit facilities was $500 million.
We intend to seek waivers of these events of default from the lenders or to
refinance these facilities at then-prevailing market terms prior to the
closing of these acquisitions. We also intend to enter into new credit
facilities at Fanch which has not yet been arranged. We can give no
assurance that we will obtain these waivers or will be able to refinance the
Bresnan and Avalon facilities, or that we will be able to arrange the Fanch
facility. If we cannot obtain the required waivers and refinance the Bresnan
and Avalon facilities, we will be required to repay all amounts outstanding
under these facilities. In any such case, we will need to obtain additional
debt financing. See "Risk Factors -- We may be unable to obtain sufficient
capital to repurchase and repay outstanding debt of the cable operators we
are acquiring".

For a description of our recently completed and pending acquisitions, see
"Business -- Acquisitions".

The following table sets forth the anticipated sources and uses of funds as
of June 30, 1999 for our pending acquisitions and acquisitions closed since that
date as if these acquisitions had closed as of that date based on the following
assumptions (in millions):

(1) Mr. Allen, through Vulcan Cable III Inc., had made a total equity
contribution of $1.325 billion to Charter Communications Holding
Company in exchange for membership units;

(2) Mr. Allen, through Vulcan Cable III Inc., had purchased membership
units from Charter Communications Holding Company for $750 million;

(3) the initial public offering price per share is $18.00, which is the
mid-point of the range appearing on the cover of the cover of this
prospectus;

(4) all of the Helicon and Rifkin notes had been purchased through
tender offers;

(5) the credit facilities at Avalon and Bresnan that we are assuming
had remained in place on terms similar to the existing credit
facilities, and we had arranged new credit facilities at Fanch;

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(6) the Falcon, Avalon and Bresnan notes and debentures had not been
put to us as permitted by the respective indentures pursuant to
change of control provisions;

(7) $425 million of Falcon's purchase price had been paid in the form
of membership units in Charter Communications Holding Company. Up
to $550 million of the purchase price may, at the option of
specified Falcon sellers, be paid in the form of membership units;

(8) pending acquisitions had been funded with additional long-term debt
of $1.4 billion, which is not arranged at this time; and

(9) the underwriters had not exercised their over-allotment option.

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<PAGE> 100

<TABLE>
<CAPTION>
SOURCES:
--------
<S> <C> <C>
Historical cash.......... $ 110

Borrowings under Charter
Operating's credit
facilities............. 958

Publicly held debt
(principal amount and
accreted value):
8.375% senior
debentures --
Falcon.............. $ 375
9.285% senior discount
debentures --
Falcon.............. 309
11.56% subordinated
notes -- Falcon..... 15
9.375% senior
subordinated
notes -- Avalon..... 150
11.875% senior discount
notes -- Avalon..... 118
8.0% senior notes --
Bresnan............. 170
9.25% senior discount
notes -- Bresnan.... 182 1,319
----- -------
Acquired companies'
refinanced or new
credit facilities:
Falcon................. 1,011
Avalon................. 169
Bresnan................ 635
Fanch.................. 875 2,690
-----
Gross proceeds from
offering............... 3,060

Anticipated long-term
debt................... 1,363

Helicon preferred limited
liability company
interest............... 25

Funded and expected
equity contributions:
Rifkin preferred
equity.............. 133
Falcon equity.......... 425
Bresnan equity......... 1,000
Mr. Allen equity
contributions....... 1,325
Mr. Allen committed
equity
contribution........ 750 3,633
----- -------
$13,158
=======
</TABLE>

<TABLE>
<CAPTION>
USES:
-----
<S> <C> <C>
Payments for pending
acquisitions and acquisitions
closed since June 30, 1999:
Helicon....................... $ 550
Vista and Cable Satellite..... 148
Rifkin........................ 1,460
InterMedia.................... 873
Avalon........................ 859
Fanch......................... 2,400
Falcon........................ 3,606
Bresnan....................... 3,100
Underwriting discounts and
estimated offering expenses... 162

-------
$13,158
=======
</TABLE>

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CERTAIN TRENDS AND UNCERTAINTIES

The following discussion highlights a number of trends and uncertainties,
in addition to those discussed elsewhere in this prospectus included in "Risk
Factors" and "Business" that could materially impact our business, results of
operations and financial condition.

SUBSTANTIAL LEVERAGE. As of June 30, 1999, pro forma for our pending
acquisitions and recent acquisitions completed since that date, our total debt
was approximately $11.5 billion and our total stockholders' equity was
approximately $3.0 billion. We anticipate incurring substantial additional debt
in the future to fund the expansion, maintenance and the upgrade of our systems.

Our ability to make payments on our debt and to fund our planned capital
expenditures for upgrading our cable systems, our pending acquisitions and our
ongoing operations will depend on our ability to generate cash and secure
financing in the future. This, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond our control. There can be no assurance that our business will
generate sufficient cash flow from operations, or that future borrowings will be
available to us under our existing credit facilities, new facilities or from
other sources of financing in an amount sufficient to enable us to repay our
debt, to grow our business or to fund our other liquidity and capital needs.

VARIABLE INTEREST RATES. A significant portion of our debt bears interest
at variable rates that are linked to short-term interest rates. In addition, a
significant portion of our assumed debt or debt we expect to arrange in
connection with our pending acquisitions will bear interest at variable rates.
If interest rates rise, our costs relative to those obligations would also rise.
See later discussion on "Interest Rate Risk".

RESTRICTIVE COVENANTS. Our debt and credit facilities contain and the
facilities that we expect to enter into and debt that we expect to assume in
connection with the pending acquisitions will contain a number of significant
covenants that, among other things, restrict the ability of our subsidiaries to:

- pay dividends;

- pledge assets;

- dispose of assets or merge;

- incur additional debt;

- issue equity;

- repurchase or redeem equity interests and debt;

- create liens; and

- make certain investments or acquisitions.

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<PAGE> 102

In addition, each of the credit facilities requires the particular borrower
to maintain specified financial ratios and meet financial tests. The ability to
comply with these provisions may be affected by events beyond our control. The
breach of any of these covenants will result in a default under the applicable
debt agreement or instrument, which could trigger acceleration of the debt. Any
default under our credit facilities or the indentures governing outstanding debt
securities may adversely affect our growth, our financial condition and Charter
Operating's results of operations.

IMPORTANCE OF GROWTH STRATEGY AND RELATED RISKS. We expect that a
substantial portion of any of our future growth will be achieved through
revenues from additional services and the acquisition of additional cable
systems. We cannot assure you that we will be able to offer new services
successfully to our customers or that those new services will generate revenues.
In addition, the acquisition of additional cable systems may not have a positive
net impact on our operating results. Acquisitions involve a number of special
risks, including diversion of management's attention, failure to retain key
acquired personnel, risks associated with unanticipated events or liabilities
and difficulties in assimilation of the operations of the acquired companies,
some or all of which could have a material adverse effect on our business,
results of operations and financial condition. If we are unable to grow our cash
flow sufficiently, we may be unable to fulfill our obligations or obtain
alternative financing.

MANAGEMENT OF GROWTH. As a result of the acquisition of the Charter
companies by Paul G. Allen, our merger with Marcus Holdings and our recent and
pending acquisitions, we have experienced and will continue to experience rapid
growth that has placed and is expected to continue to place a significant strain
on our management, operations and other resources. Our future success will
depend in part on our ability to successfully integrate the operations acquired
and to be acquired and to attract and retain qualified personnel. Historically,
acquired entities have had minimal employee benefit related costs and all
benefit plans have been terminated with acquired employees transferring to our
401(k) plan. No significant severance cost is expected in conjunction with the
recent and pending acquisitions. The failure to retain or obtain needed
personnel or to implement management, operating or financial systems necessary
to successfully integrate acquired operations or otherwise manage growth when
and as needed could have a material adverse effect on our business, results of
operations and financial condition.

In connection with our pending acquisitions, we have formed multi-
disciplinary teams to formulate plans for establishing customer service centers,
identifying property, plant and equipment requirements and possible reduction of
headends. Headends are the control centers of a cable television system, where
incoming signals are amplified, converted, processed and combined for
transmission to customer. These teams also determine market position and how to
attract "talented" personnel. Our goals include rapid transition in achieving
performance objectives and implementing "best practice" procedures.

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<PAGE> 103

REGULATION AND LEGISLATION. Cable systems are extensively regulated at
the federal, state, and local level. These regulations have increased the
administrative and operational expenses of cable television systems and affected
the development of cable competition. Rate regulation of cable systems has been
in place since passage of the Cable Television Consumer Protection and
Competition Act of 1992, although the scope of this regulation recently was
sharply contracted. Since March 31, 1999, rate regulation exists only with
respect to the lowest level of basic cable service and associated equipment.
Basic cable service is the service that cable customers receive for a threshold
fee. This service usually includes local television stations, some distant
signals and perhaps one or more non-broadcast services. This change affords
cable operators much greater pricing flexibility, although Congress could
revisit this issue if confronted with substantial rate increases.

Cable operators also face significant regulation of their channel capacity.
They currently can be required to devote substantial capacity to the carriage of
programming that they would not carry voluntarily, including certain local
broadcast signals, local public, educational and government access users, and
unaffiliated commercial leased access programmers. This carriage burden could
increase in the future, particularly if the Federal Communications Commission
were to require cable systems to carry both the analog and digital versions of
local broadcast signals or if it were to allow unaffiliated Internet service
providers seeking direct cable access to invoke commercial leased access rights
originally devised for video programmers. The Federal Communications Commission
is currently conducting proceedings in which it is considering both of these
channel usage possibilities.

There is also uncertainty whether local franchising authorities, the
Federal Communications Commission, or the U.S. Congress will impose obligations
on cable operators to provide unaffiliated Internet service providers with
access to cable plant on non-discriminatory terms. If they were to do so, and
the obligations were found to be lawful, it could complicate our operations in
general, and our Internet operations in particular, from a technical and
marketing standpoint. These access obligations could adversely impact our
profitability and discourage system upgrades and the introduction of new
products and services.

INTEREST RATE RISK

The use of interest rate risk management instruments, such as interest rate
exchange agreements, interest rate cap agreements and interest rate collar
agreements, is required under the terms of our credit facilities. Our policy is
to manage interest costs using a mix of fixed and variable rate debt. Using
interest rate swap agreements, we agree to exchange, at specified intervals, the
difference between fixed and variable interest amounts calculated by reference
to an agreed-upon notional principal amount. Interest rate cap agreements are
used to lock in a maximum interest rate should variable rates rise, but enable
us to otherwise pay lower market rates. Collars limit our exposure to and
benefits from interest rate fluctuations on variable rate debt to within a
certain range of rates.

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<PAGE> 104

The table set forth below summarizes the fair values and contract terms of
financial instruments subject to interest rate risk maintained by us as of
December 31, 1998 (dollars in thousands):

<TABLE>
<CAPTION>
EXPECTED MATURITY DATE FAIR VALUE AT
---------------------------------------------------- DECEMBER 31,
1999 2000 2001 2002 2003 THEREAFTER TOTAL 1998
-------- -------- -------- -------- -------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DEBT
Fixed Rate................... -- -- -- -- -- $ 271,799 $ 271,799 $ 271,799
Average Interest Rate....... -- -- -- -- -- 13.5% 13.5%
Variable Rate................ $ 10,450 $ 21,495 $ 42,700 $113,588 $157,250 $1,381,038 $1,726,521 $1,726,521
Average Interest Rate....... 6.0% 6.1% 6.3% 6.5% 7.2% 7.6% 7.2%
INTEREST RATE INSTRUMENTS
Variable to Fixed Swaps...... $130,000 $255,000 $180,000 $320,000 $370,000 $ 250,000 $1,505,000 $ (28,977)
Average Pay Rate............ 4.9% 6.0% 5.8% 5.5% 5.6% 5.6% 5.6%
Average Receive Rate........ 5.0% 5.0% 5.2% 5.2% 5.4% 5.4% 5.2%
Caps......................... $ 15,000 -- -- -- -- -- $ 15,000 --
Average Cap Rate............ 8.5% -- -- -- -- -- 8.5%
Collar....................... -- $195,000 $ 85,000 $ 30,000 -- -- $ 310,000 $ (4,174)
Average Cap Rate............ -- 7.0% 6.5% 6.5% -- -- 6.8%
Average Floor Rate.......... -- 5.0% 5.1% 5.2% -- -- 5.0%
</TABLE>

The notional amounts of interest rate instruments, as presented in the
above table, are used to measure interest to be paid or received and do not
represent the amount of exposure to credit loss. The estimated fair value
approximates the proceeds (costs) to settle the outstanding contracts. Interest
rates on variable debt are estimated using the average implied forward London
Interbank Offering Rate (LIBOR) rates for the year of maturity based on the
yield curve in effect at December 31, 1998. While swaps, caps and collars
represent an integral part of our interest rate risk management program, their
incremental effect on interest expense for the years ended December 31, 1998,
1997, and 1996 was not significant.

In March 1999, substantially all existing long-term debt, excluding
borrowings of our previous credit facilities, was extinguished, and all previous
credit facilities were refinanced with the credit facilities. The following
table sets forth the fair values and contract terms of the long-term debt
maintained by us as of June 30, 1999 (dollars in thousands):

<TABLE>
<CAPTION>
EXPECTED MATURITY DATE FAIR VALUE AT
-------------------------------------------------- JUNE 30,
1999 2000 2001 2002 2003 THEREAFTER TOTAL 1999
-------- -------- -------- ------- ------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DEBT
Fixed Rate..................... -- -- -- -- -- $3,109,310 $3,109,310 $3,010,000
Average Interest Rate......... -- -- -- -- -- 9.0% 9.0%
Variable Rate.................. -- -- -- $25,313 $39,375 $1,960,312 $2,025,000 $2,025,000
Average Interest Rate......... -- -- -- 6.5% 6.5% 6.8% 6.8%
</TABLE>

Interest rates on variable debt are estimated using the average implied
forward LIBOR rates for the year of maturity based on the yield curve in effect
at June 30, 1999.

We expect that the terms of the debt that we assume or expect to arrange in
connection with the pending acquisitions, primarily our expected new credit
facilities, will require us to use interest rate management instruments to
partially hedge our exposure to variable interest rates. We expect to use
interest rate

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exchange agreements, interest rate cap agreements and interest rate collar
agreements similar to those we currently use.

YEAR 2000 ISSUES

GENERAL. Many existing computer systems and applications, and other
control devices and embedded computer chips use only two digits, rather than
four, to identify a year in the date field, failing to consider the impact of
the upcoming change in the century. Computer chips are the physical structure
upon which integrated circuits are fabricated as components of systems, such as
telephone systems, computers and memory systems. As a result, such systems,
applications, devices, and chips could create erroneous results or might fail
altogether unless corrected to properly interpret data related to the year 2000
and beyond. These errors and failures may result, not only from a date
recognition problem in the particular part of a system failing, but may also
result as systems, applications, devices and chips receive erroneous or improper
data from third-parties suffering from the year 2000 problem. In addition, two
interacting systems, applications, devices or chips, each of which has
individually been fixed so that it will properly handle the year 2000 problem,
could nonetheless result in a failure because their method of dealing with the
problem is not compatible.

These problems are expected to increase in frequency and severity as the
year 2000 approaches. This issue impacts our owned or licensed computer systems
and equipment used in connection with internal operations, including:

- information processing and financial reporting systems;

- customer billing systems;

- customer service systems;

- telecommunication transmission and reception systems; and

- facility systems.

THIRD PARTIES. We also rely directly and indirectly, in the regular
course of business, on the proper operation and compatibility of third party
systems. The year 2000 problem could cause these systems to fail, err, or become
incompatible with our systems.

If we or a significant third party on which we rely fails to become year
2000 ready, or if the year 2000 problem causes our systems to become internally
incompatible or incompatible with such third party systems, our business could
suffer from material disruptions, including the inability to process
transactions, send invoices, accept customer orders or provide customers with
our cable services. We could also face similar disruptions if the year 2000
problem causes general widespread problems or an economic crisis. We cannot now
estimate the extent of these potential disruptions.

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<PAGE> 106

STATE OF READINESS. We are addressing the year 2000 problem with respect
to our internal operations in three stages:

(1) conducting an inventory and evaluation of our systems, components, and
other significant infrastructure to identify those elements that we
reasonably believe could be expected to be affected by the year 2000
problems. This initiative has been completed;

(2) remediating or replacing equipment that, based upon such inventory and
evaluation, we believe may fail to operate properly in the year 2000.
This stage is substantially complete, and we plan to be finished with
the remediation by November 5, 1999; and

(3) testing of the remediation and replacement conducted in stage two. This
stage is substantially complete, and we plan to complete all testing by
November 5, 1999.

Much of our assessment efforts in stage one have involved, and depend on,
inquiries to third party service providers, suppliers and vendors of various
parts or components of our systems. We have obtained certifications from third
party service providers, suppliers and vendors as to the readiness of mission
critical elements and we are in the process of obtaining certifications of
readiness as to non-mission critical elements. Certain of these third parties
that have certified the readiness of their products will not certify their
interoperability within our fully integrated systems. We cannot assure you that
these technologies of third parties, on which we rely, will be year 2000 ready
or timely converted into year 2000 compliant systems compatible with our
systems. Moreover, because a full test of our systems, on an integrated basis,
would require a complete shut down of our operations, it is not practicable to
conduct such testing. However, we have utilized a third party, in cooperation
with other cable operators, to test a "mock-up" of our major billing and plant
components, including pay-per-view systems, as an integrated system. We are
utilizing another third party to also conduct comprehensive testing on our
advertising related scheduling and billing systems. In addition, we have
evaluated the potential impact of third party failure and integration failure on
our systems in developing our contingency plans.

RISKS AND REASONABLY LIKELY WORST CASE SCENARIOS. The failure to correct
a material year 2000 problem could result in system failures leading to a
disruption in, or failure of certain normal business activities or operations,
for example, a failure of our major billing systems and plant components such as
our pay-per-view systems. Such failures could materially and adversely affect
our results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the year 2000 problem, resulting in part from the
uncertainty of the year 2000 readiness of third-party suppliers and customers,
we are unable to determine at this time whether the consequences of year 2000
failures will have a material impact on our results of operations, liquidity or
financial condition. However, the year 2000 taskforce has significantly reduced

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our level of uncertainty about the year 2000 problem and, in particular, about
the year 2000 compliance and readiness of our material vendors.

We are in the process of acquiring certain cable televisions systems, and
have negotiated certain contractual rights in the acquisition agreements
relating to the year 2000. We have included the acquired cable television
systems in our year 2000 taskforce's plan. We are monitoring the remediation
process for systems we are acquiring to ensure completion of remediation before
or as we acquire these systems. We have found that these companies are following
a three stage process similar to that outlined above and are on a similar time
line. We are not currently aware of any likely material system failures relating
to the year 2000 affecting the acquired systems.

CONTINGENCY AND BUSINESS CONTINUATION PLAN. The year 2000 plan calls for
suitable contingency planning for our at-risk business functions. We normally
make contingency plans in order to avoid interrupted service providing video,
voice and data products to our customers. Lastly, by mid-October, we plan to
distribute detailed guidelines outlining remedial actions for the failure of any
component of our systems which is critical to the transport of our signal. This
includes a communications plan for informing key personnel across the country in
the event of such a failure to accelerate remediation actions throughout the
company.

COST. We have incurred $5.6 million in costs to date directly related to
addressing the year 2000 problem. We have redeployed internal resources and have
selectively engaged outside vendors to meet the goals of our year 2000 program.
We currently estimate the total cost of our year 2000 remediation programs,
including pending acquisitions, to be approximately $9.8 million.

OPTIONS

In accordance with an employment agreement between Charter Investment, Inc.
and Jerald L. Kent, the President and Chief Executive Officer of Charter
Investment, Inc. and a related option agreement between Charter Communications
Holding Company and Mr. Kent, an option to purchase 3% of the equity value of
all cable systems managed by Charter Investment, Inc. on the date of the grant,
or 7,044,127 membership units, were issued to Mr. Kent. The option vests over a
four-year period from the date of grant and expires ten years from the date of
grant.

In February 1999, Charter Holdings adopted an option plan, which was
assumed by Charter Communications Holding Company in May 1999, providing for the
grant of options to purchase up to 25,009,798 Charter Communications Holding
Company membership units. The option plan provides for grants of options to
employees and consultants of Charter Communications Holding Company and its
affiliates. Options granted will be fully vested after five years from the date
of grant. Options not exercised accumulate and are exercisable, in

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<PAGE> 108

whole or in part, in any subsequent period, but not later than ten years from
the date of grant.

Following the closing of the offering, membership units received upon
exercise of the options will be automatically exchanged for shares of Class A
common stock of Charter Communications, Inc. on a one-for-one basis, except for
membership units received by the President and Chief Executive Officer of
Charter Communications, Inc., which are exchangeable for Class A common stock.

<TABLE>
<CAPTION>
OPTIONS
OPTIONS OUTSTANDING EXERCISABLE
----------------------------------------------------------- -----------
NUMBER OF EXERCISE TOTAL REMAINING CONTRACT NUMBER OF
OPTIONS PRICE DOLLARS LIFE (IN YEARS) OPTIONS
---------- -------- ------------ ------------------ -----------
<S> <C> <C> <C> <C> <C>
Outstanding as of January
1, 1999(1)............. 7,044,127 $20.00 $140,882,540 9.2 1,761,032
Granted:
February 9, 1999(2).... 9,050,881 20.00 181,017,620 9.3 --
April 5, 1999(2)....... 443,200 20.73 9,187,536 9.5 --
---------- ------ ------------ --- ---------
Outstanding as of
September 20, 1999..... 16,538,208 $20.02(3) $331,087,696 9.3(3) 1,761,032
========== ====== ============ === =========
</TABLE>

- ---------------
(1) Granted to Jerald L. Kent pursuant to his employment agreement and related
option agreement.

(2) Granted pursuant to the option plan.

(3) Weighted average.

We follow Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" to account for the option plans. We recorded stock option
compensation expense of $845,000 for the year ended December 31, 1998 and $38.2
million for the six months ended June 30, 1999 in the financial statements since
the exercise prices are less than the estimated fair values of the underlying
membership units on the date of grant. The estimated fair value was determined
using the valuation inherent in Mr. Allen's acquisition of Charter and
valuations of public companies in the cable television industry adjusted for
factors specific to us. Compensation expense is accrued over the vesting period
of each grant that varies from four to five years. As of June 30, 1999, deferred
compensation remaining to be recognized in future periods totalled $126 million.

ACCOUNTING STANDARD NOT YET IMPLEMENTED

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<PAGE> 109

losses to offset related results on the hedged item in the income statement, and
requires that a company must formally document, designate and assess the
effectiveness of transactions that receive hedge accounting. SFAS No. 137
"Accounting for Derivative Instruments and Hedging Activities -- Deferral of the
Effective Date of FASB Statement No. 133 -- An Amendment of FASB No. 133" has
delayed the effective date of SFAS No. 133 to fiscal years beginning after June
15, 2000. We have not yet quantified the impacts of adopting SFAS No. 133 on our
consolidated financial statements nor have we determined the timing or method of
our adoption of SFAS No. 133. However, SFAS No. 133 could increase volatility in
earnings (loss).

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<PAGE> 110

BUSINESS

OVERVIEW

We are the 4th largest operator of cable television systems in the United
States, serving approximately 6.2 million customers, after giving effect to our
pending acquisitions. We are currently the 7th largest operator of cable
television systems in the United States serving approximately 3.4 million
customers as of June 30, 1999.

We offer a full range of traditional cable services. Our service offerings
include the following programming packages.

- basic programming;

- expanded basic programming;

- premium service; and

- pay-per-view television programming.

As part of our "wired world" vision, we are also beginning to offer an
array of new services including:

- digital television;

- interactive video programming; and

- high-speed Internet access.

We are also exploring opportunities in telephony.

These new products and services will take advantage of the significant
bandwidth of our cable systems. We are accelerating the upgrade of our cable
systems to more quickly provide these products and services.

For the year ended December 31, 1998, pro forma for our merger with Marcus
Holdings and the acquisitions we completed during 1998 and 1999, our revenues
were approximately $1.5 billion. For the six months ended June 30, 1999, pro
forma for our merger with Marcus Holdings and the acquisitions we completed
during 1999, our revenues were approximately $834.8 million. Pro forma for our
merger with Marcus Holdings and our recent and pending acquisitions, for the
year ended December 31, 1998, our revenues would have been approximately $2.7
billion. Pro forma for our merger with Marcus Holdings and our recent and
pending acquisitions, for the six months ended June 30, 1999, our revenues would
have been approximately $1.4 billion.

Mr. Allen, the principal owner of our ultimate parent company and one of
the computer industry's visionaries, has long believed in a Wired World in which
cable technology will facilitate the convergence of television, computers and
telecommunications. We believe cable's ability to deliver voice, video and data
at high speeds will enable it to serve as the primary platform for the delivery
of new services to the home and workplace.

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BUSINESS STRATEGY

Our objective is to increase our operating cash flow by increasing our
customer base and the amount of cash flow per customer. To achieve this
objective, we are pursuing the following strategies:

INTEGRATE AND IMPROVE ACQUIRED CABLE SYSTEMS. We seek to rapidly integrate
acquired cable systems and apply our core operating strategies to raise the
financial and operating performance of these systems. Our integration process
occurs in three stages:

SYSTEM EVALUATION. We conduct an extensive evaluation of each system we
acquire. This process begins prior to reaching an agreement to purchase the
system and focuses on the system's:

- business plan;

- customer service standards;

- management capabilities; and

- technological capacity and compatibility.

We also evaluate opportunities to consolidate headends and billing and
other administrative functions. Based upon this evaluation, we formulate
plans for customer service centers, plant upgrades, market positioning, new
product and service launches and human resource requirements.

IMPLEMENTATION OF OUR CORE OPERATING STRATEGIES. To achieve Charter's
high standards for customer satisfaction and financial and operating
performance, we:

- attract and retain high quality local management;

- empower local managers with a high degree of day-to-day operational
autonomy;

- set key financial and operating benchmarks for management to meet,
such as revenue and cash flow per subscriber, subscriber growth,
customer service and technical standards; and

- provide incentives to all employees through grants of cash bonuses
and stock options.

ONGOING SUPPORT AND MONITORING. We provide local managers with regional
and corporate management guidance, marketing and other support for
implementation of their business plans. We monitor performance of our
acquired cable systems on a frequent basis to ensure that performance goals
can be met.

The turn-around in our Fort Worth system, which our management team began to
manage in October 1998, is an example of our success in integrating newly
acquired cable systems into our operations. We introduced a customer care team
that has worked closely with city governments to improve customer service
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and local government relations, and each of our customer service representatives
attended a training program. We also conducted extensive training programs for
our technical and engineering, dispatch, sales and support, and management
personnel. We held a series of sales events and service demonstrations to
increase customer awareness and enhance our community exposure and reputation.
We reduced the new employee hiring process from two to three weeks to three to
five days.

OFFER NEW PRODUCTS AND SERVICES. We intend to expand the array of products
and services we offer to our customers to implement our Wired World vision.
Using digital technology, we plan to offer additional channels on our existing
service tiers, create new service tiers, introduce multiple packages of premium
services and increase the number of pay-per-view channels. We also plan to add
digital music services and interactive program guides which are comprehensive
guides to television program listings that can be accessed by network, time,
date or genre. In addition, we have begun to roll out advanced services,
including interactive video programming and high speed Internet access, and we
are currently exploring opportunities in telephony. We have entered into
agreements with several providers of high speed Internet and other interactive
services, including EarthLink Network, Inc., High Speed Access Corp., WorldGate
Communications, Inc., Wink Communications, Inc. and Excite@Home Corporation.

UPGRADE THE BANDWIDTH CAPACITY OF OUR SYSTEMS. Over the next three years,
we plan to spend approximately $2.9 billion from 2000 to 2002 to upgrade to 550
megahertz or greater the bandwidth of our cable systems and the systems we
acquire through our pending acquisitions and to add two-way capability.
Upgrading to at least 550 megahertz of bandwidth capacity will allow us to:

- offer advanced services, such as digital television, Internet access and
other interactive services;

- increase channel capacity up to 82 channels, or even more programming
channels if some of our bandwidth is used for digital services; and

- permit two-way communication which will give our customers the ability to
send and receive signals over the cable system so that high speed cable
services, such as Internet access, will not require a separate telephone
line.

As of June 30, 1999, approximately 57% of our customers were served by
cable systems with at least 550 megahertz bandwidth capacity, and approximately
34% of our customers had two-way communication capability. By year-end 2003,
including all recent and pending acquisitions, we expect that approximately 94%
of our customers will be served by cable systems with at least 550 megahertz
bandwidth capacity and two-way communication capability.

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<PAGE> 113

Our planned upgrades are designed to reduce the number of headends from
1,243 in 1999 to 479 in 2003, including our pending acquisitions. Reducing the
number of headends will reduce headend equipment and maintenance expenditures
and, together with other upgrades, will provide enhanced picture quality and
system reliability. In addition by year-end 2003, including all pending
acquisitions, we expect that approximately 95% of our customers will be served
by headends serving at least 5,000 customers.

MAXIMIZE CUSTOMER SATISFACTION. To maximize customer satisfaction, we
operate our business to provide reliable, high-quality products and services,
superior customer service and attractive programming choices at reasonable
rates. We have implemented stringent internal customer service standards which
we believe meet or exceed those established by the National Cable Television
Association, which is the Washington, D.C.-based trade association for the cable
television industry. We believe that our customer service efforts have
contributed to our superior customer growth, and will strengthen the Charter
brand name and increase acceptance of our new products and services.

EMPLOY INNOVATIVE MARKETING. We have developed and successfully implemented
a variety of innovative marketing techniques to attract new customers and
increase revenue per customer. Our marketing efforts focus on tailoring Charter
branded entertainment and information services that provide value, choice,
convenience and quality to our customers. We use demographic "cluster codes" to
address messages to target audiences through direct mail and telemarketing.
Cluster codes identify customers by marketing type such as young professionals,
retirees or families. In addition, we promote our services on radio, in local
newspapers and by door-to-door selling. In many of our systems, we offer
discounts to customers who purchase multiple premium services such as Home Box
Office or Showtime. We also have a coordinated strategy for retaining customers
that includes televised retention advertising to reinforce the link between
quality service and the Charter brand name and to encourage customers to
purchase higher service levels. Successful implementation of these marketing
techniques has contributed to internal customer growth rates in excess of the
cable industry average in each year from 1996 through 1998 for the systems we
owned in each of those years. We have begun to implement our marketing programs
in all of the systems we have recently acquired.

EMPHASIZE LOCAL MANAGEMENT AUTONOMY WHILE PROVIDING REGIONAL AND CORPORATE
SUPPORT AND CENTRALIZED FINANCIAL CONTROLS. Our local cable systems are
organized into seven operating regions. A regional management team oversees
local system operations in each region. We believe that a strong management
presence at the local system level:

- improves our customer service;

- increases our ability to respond to customer needs and programming
preferences;

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<PAGE> 114

- reduces the need for a large centralized corporate staff;

- fosters good relations with local governmental authorities; and

- strengthens community relations.

Our regional management teams work closely with both local managers and
senior management in our corporate office to develop budgets and coordinate
marketing, programming, purchasing and engineering activities. Our centralized
financial management enables us to set financial and operating benchmarks and
monitor performance on an ongoing basis. In order to attract and retain high
quality managers at the local and regional operating levels, we provide a high
degree of operational autonomy and accountability and cash and equity-based
compensation. Charter Communications Holding Company has adopted a plan to
distribute to employees and consultants, including members of corporate
management and key regional and system-level management personnel, options
exercisable for up to 25,009,798 Charter Communications Holding Company
membership units.

CONCENTRATE OUR SYSTEMS IN TIGHTER GEOGRAPHICAL CLUSTERS. To improve
operating margins and increase operating efficiencies, we seek to improve the
geographic clustering of our cable systems by selectively swapping our cable
systems for systems of other cable operators or acquiring systems in close
proximity to our systems. We believe that by concentrating our systems in
clusters, we will be able to generate higher growth in revenues and operating
cash flow. Clustering enables us to consolidate headends and spread fixed costs
over a larger subscriber base.

ORGANIZATIONAL STRUCTURE

Each of the entities in our organizational structure and how it relates to
us is described below. In our discussion of the following entities, we make the
same assumptions as described on page 4 with respect to our organizational
chart.

CHARTER COMMUNICATIONS, INC. Charter Communications, Inc. is a holding
company whose sole asset after completion of the offering will be an approximate
31% equity interest and a 100% voting interest in Charter Communications Holding
Company. Charter Communications, Inc.'s only business will be acting as the sole
manager of Charter Communications Holding Company and its subsidiaries. As sole
manager of Charter Communications Holding Company, Charter Communications, Inc.
will control the affairs of Charter Communications Holding Company and its
subsidiaries. Immediately following the offering, the holders of the Class A
common stock will own more than 99.9% of Charter Communications, Inc.'s
outstanding capital stock. However, Mr. Allen, through his ownership of Charter
Communications, Inc.'s high vote Class B common stock and his indirect ownership
of Charter Communications Holding Company membership units, will control
approximately 93.0% of the voting power of all of Charter Communications, Inc.'s
capital stock

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<PAGE> 115

immediately following the offering. Accordingly, Mr. Allen will be able to elect
all of Charter Communications, Inc.'s directors.

VULCAN CABLE III INC. In August 1999, Mr. Allen, through Vulcan Cable III
Inc., contributed to Charter Communications Holding Company $500 million in cash
and, in September 1999, an additional $825 million, of which approximately
$644.3 million was in cash and approximately $180.7 million was in the form of
equity interests acquired by Vulcan Cable III Inc. in connection with the Rifkin
acquisition, in each case in exchange for membership units at a price per
membership unit of $20.73. In addition, Mr. Allen, through Vulcan Cable III
Inc., has agreed to make a $750 million equity contribution to Charter
Communications Holding Company at the closing of the offering. He will pay a
purchase price per membership unit equal to the net initial public offering
price per share. Mr. Allen owns 100% of the equity of Vulcan Cable III Inc.
Vulcan Cable III Inc. will have a 19.6% equity interest and no voting rights in
Charter Communications Holding Company.

CHARTER INVESTMENT, INC. Mr. Allen owns approximately 96.8% of the
outstanding stock of Charter Investment, Inc. The remaining equity is owned by
our founders, Jerald L. Kent, Barry L. Babcock and Howard L. Wood. Charter
Investment, Inc. will have a 39.6% equity interest and no voting rights in
Charter Communications Holding Company.

ACQUISITION-RELATED EQUITY HOLDERS. Under the terms of the pending Falcon
and Bresnan acquisitions, some of the sellers will receive or have the right to
receive a portion of their purchase price in Charter Communications Holding
Company membership units rather than in cash. To the extent they receive
membership units, they will be able to exchange these membership units for
shares of Class A common stock. The acquisition-related equity holders as a
group will have a 9.8% equity interest and no voting rights in Charter
Communications Holding Company. Certain sellers under the Rifkin acquisition
have received, at their election, preferred membership units of Charter
Communications Holding Company, with an approximate value of $133.3 million.

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC. Charter Communications Holding
Company is the indirect owner of all of our cable systems. It is the direct
parent of Charter Communications Holdings, LLC and will be the owner of the
cable systems to be acquired through four pending acquisitions: Avalon, Fanch,
Falcon and Bresnan, as described below. Charter Communications Holding Company
has an option plan permitting the issuance to employees and consultants of
Charter Communications Holding Company and its affiliates of options exercisable
for up to 25,009,798 Charter Communications Holding Company membership units of
which 9,494,081 have been granted. Membership units received upon exercise of
these options will be automatically exchanged for Class A common stock. None of
these options will vest prior to April 2000. In addition to options available
for grant to our employees under Charter Communications Holding Company's option
plan, our chief executive officer has

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<PAGE> 116

options to purchase 7,044,127 Charter Communications Holding Company membership
units. Membership units received upon exercise of these options will be
exchangeable for Class A common stock. Of the options granted to our chief
executive officer, 25% are immediately exercisable and the remaining 75% will
vest in 36 equal monthly installments commencing on January 1, 2000.

CHARTER COMMUNICATIONS HOLDING COMPANY'S PENDING ACQUISITIONS. Charter
Communications Holding Company is a party to agreements to acquire cable systems
or the companies owning cable systems from the owners of Avalon, Fanch, Falcon
and Bresnan.

CHARTER COMMUNICATIONS HOLDINGS, LLC. Charter Holdings is a co-issuer with
Charter Communications Holdings Capital Corporation of $3.6 billion in principal
amount of notes sold in March 1999. Charter Holdings owns 100% of Charter
Operating.

CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION. Charter Communications
Holdings Capital Corporation is a wholly-owned subsidiary of Charter Holdings.

CHARTER COMMUNICATIONS OPERATING, LLC. Charter Operating is a holding
company for all of the cable systems currently owned by Charter Holdings. As of
June 30, 1999, Charter Operating was the borrower under credit facilities with
total availability of $4.1 billion and had total outstanding borrowings of
$2.025 billion.

CHARTER OPERATING COMPANIES. These companies consist of the companies that
operate all of the cable systems currently owned by Charter Holdings. These
include all recent acquisitions, the systems obtained through the merger of
Marcus Holdings with Charter Holdings and the cable systems originally managed
by Charter Investment, Inc., namely Charter Communications Properties Holdings,
LLC, CCA Group and CharterComm Holdings. Historical financial information is
presented separately for these companies.

CHARTER OPERATING'S PENDING ACQUISITIONS. Two of Charter Operating's
subsidiaries have entered into an agreement to acquire cable systems or the
companies owning cable systems from the owners of InterMedia, as described
below.

ACQUISITIONS

Our primary criterion in considering acquisition and swapping opportunities
is the financial return that we expect to ultimately realize. We consider each
acquisition in the context of our overall existing and planned operations,
focusing particularly on the impact on our size and scope and the ability to
reinforce our clustering strategy, either directly or through future swaps or
acquisitions. Other specific factors we consider in acquiring a cable system
are:

- demographic profile of the market as well as the number of homes passed
and customers within the system;

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- per customer revenues and operating cash flow and opportunities to
increase these financial benchmarks;

- proximity to our existing cable systems or the potential for developing
new clusters of systems;

- the technological state of such system; and

- the level of competition within the local market.

We believe that there are significant advantages in increasing the size and
scope of our operations, including:

- improved economies of scale in management, marketing, customer service,
billing and other administrative functions;

- reduced costs for our cable plants and our infrastructure in general;

- increased leverage for negotiating programming contracts; and

- increased influence on the evolution of important new technologies
affecting our business.

See "Description of Certain Indebtedness" for a description of the material
debt that we have assumed or may assume in connection with our recent and
pending acquisitions. For a discussion of the risks associated with our funding
requirements resulting from our acquisitions, see:

- "Risk Factors -- We may be unable to obtain capital sufficient to
consummate our pending acquisitions";

- "Risk Factors -- We may be unable to obtain sufficient capital to
repurchase or repay outstanding debt of the cable operators that we are
acquiring";

- "Risk Factors -- Specified acquisition-related equity holders are or may
be entitled to cause us to repurchase their equity interests"; and

- "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Liquidity and Capital Resources".

MERGER WITH MARCUS HOLDINGS. On April 23, 1998, Mr. Allen acquired
approximately 99% of the non-voting economic interests in Marcus Cable Company,
L.L.C., and agreed to acquire the remaining interests in Marcus Cable. The
aggregate purchase price was approximately $1.4 billion, excluding $1.8 billion
in debt assumed. On February 22, 1999, Marcus Holdings was formed, and all of
Mr. Allen's interests in Marcus Cable were transferred to Marcus Holdings on
March 15, 1999. On March 31, 1999, Mr. Allen completed the acquisition of all
remaining interests of Marcus Cable. On April 7, 1999, the holding company
parent of the Marcus companies, Marcus Holdings, merged into Charter Holdings,
which was the surviving entity of the merger. The subsidiaries of Marcus
Holdings became subsidiaries of Charter Operating. During the period of
obtaining the requisite regulatory approvals for the

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transaction, the Marcus systems came under common management with our
subsidiaries in October 1998 pursuant to the terms of a management agreement
dated as of October 1998.

RECENTLY COMPLETED ACQUISITIONS

RENAISSANCE. In April 1999, one of Charter Holdings' subsidiaries purchased
Renaissance Media Group LLC for approximately $459 million, consisting of $348
million in cash and $111 million of assumed debt, consisting of the Renaissance
notes. As a result of our acquisition of Renaissance, we recently completed a
tender offer for this publicly held debt pursuant to the change of control
provisions under the Renaissance notes. Holders of notes representing 30% of the
total outstanding principal amount of the notes tendered their notes. See
"Description of Certain Indebtedness" for a description of the material
restrictive covenants and other terms under the Renaissance notes. Renaissance
owns cable systems located in Louisiana, Mississippi and Tennessee, has
approximately 129,000 customers and is being operated as part of our Southern
region. For the six months ended June 30, 1999, Renaissance had revenues of
approximately $30.8 million. For the year ended December 31, 1998, Renaissance
had revenues of approximately $41.5 million. Approximately 48% of Renaissance's
customers are currently served by systems with at least 550 megahertz bandwidth
capacity.

AMERICAN CABLE. In May 1999, one of Charter Holdings' subsidiaries
purchased American Cable Entertainment, LLC for approximately $240 million.
American Cable owns cable systems located in California serving approximately
69,000 customers and is being operated as part of our Western region. For the
six months ended June 30, 1999, American Cable had revenues of approximately
$18.0 million. For the year ended December 31, 1998, American Cable had revenues
of approximately $15.7 million. None of the American Cable systems' customers is
currently served by systems with at least 550 megahertz bandwidth capacity or
greater.

GREATER MEDIA SYSTEMS. In June 1999, one of Charter Holdings' subsidiaries
purchased certain cable systems of Greater Media Cablevision Inc. for
approximately $500 million. The Greater Media systems are located in
Massachusetts, have approximately 175,000 customers and are being operated as
part of our Northeast Region. For the six months ended June 30, 1999, the
Greater Media systems had revenues of approximately $42.3 million. For the year
ended December 31, 1998, the Greater Media systems had revenues of approximately
$78.6 million. Approximately 49% of the Greater Media systems' customers are
currently served by systems with at least 550 megahertz bandwidth capacity.

HELICON. In July 1999, one of Charter Holdings' subsidiaries acquired
Helicon Partners I, L.P. for approximately $550 million, consisting of $410
million in cash, $115 million of assumed debt, and $25 million in the form of
preferred limited

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liability company interest of Charter-Helicon LLC, a direct wholly owned
subsidiary of Charter Communications, LLC. The holders of the preferred interest
have the right to require Mr. Allen to purchase the interest until the fifth
anniversary of the closing of the Helicon acquisition. The preferred interest
will be redeemable at any time following the fifth anniversary of the Helicon
acquisition or upon a change of control, and it must be redeemed on the tenth
anniversary of the Helicon acquisition. Helicon owns cable systems located in
Alabama, Georgia, New Hampshire, North Carolina, West Virginia, South Carolina,
Tennessee, Pennsylvania, Louisiana and Vermont, and has approximately 173,000
customers. For the six months ended June 30, 1999, Helicon had revenues of
approximately $43.0 million. For the year ended December 31, 1998, Helicon had
revenues of approximately $75.6 million. Approximately 79% of Helicon's
customers are currently served by systems with at least 550 megahertz bandwidth
capacity. The debt we have assumed consists of the publicly held Helicon notes.
Our acquisition of Helicon triggered change of control provisions under the
Helicon notes that require us to make an offer to repurchase these notes at a
price equal to 101% of their principal amount plus accrued interest. We will
make such an offer to repurchase. We anticipate repurchasing the Helicon notes
at a price equal to 103% of their aggregate principal amount plus accrued
interest. The call price of 103% is not permitted until November 1, 1999. The
Helicon notes are currently callable at 106%. See "Description of Certain
Indebtedness" for a description of the material restrictive covenants and other
terms under the Helicon notes. In connection with the acquisition of Helicon,
Charter Investment, Inc. entered into separate agreements with Baum Investments,
Inc. and with Roberts Cable Corporation, GAK Cable, Inc. and Gimbel Cable Corp.,
pursuant to which Charter Investment, Inc. has agreed to cause the underwriters
to make $12 million worth of shares of our Class A common stock being sold in
this offering available for purchase by Baum Investments, Roberts Cable, GAK
Cable and Gimbel Cable, at the initial public offering price.

RIFKIN. In September 1999, Charter Operating acquired Rifkin Acquisition
Partners L.L.L.P. and Interlink Communications Partners, LLLP for a purchase
price of approximately $1.46 billion, consisting of $1.2 billion in cash, $133.3
million in equity and $125.0 million in assumed debt.

In accordance with the terms of the agreements, certain sellers elected to
receive a portion of the purchase price in the form of Class A preferred
membership units of Charter Communications Holding Company with the following
terms:

- Unless and until exchanged for Class A common stock, the value of the
preferred membership units will increase at a rate of 8.0% annually and
Charter Communications Holding Company must redeem the preferred
membership units fifteen years after the closing of the acquisition.

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- The preferred membership units are exchangeable at the option of the
holders only concurrently with this offering for shares of Charter
Communications, Inc. Class A common stock at the initial public
offering price. At issuance, the preferred membership units had an
estimated value of approximately $133.3 million.

- Following the exchange of preferred membership units for shares of
Charter Communications, Inc. Class A common stock, the preferred
membership units received by Charter Communications, Inc. will
automatically convert into Class B common membership units equal in
number to the number of shares of Class A common stock issued in
exchange for the preferred membership units.

Charter Communications, Inc. intends to register for resale the Class A
common stock issued in exchange for preferred membership units under a shelf
registration statement on Form S-1. Holders of the preferred membership units
have agreed to a lockup agreement restricting the sale of their Class A common
stock for 180 days after the date of the final prospectus for this offering.

Upon the exchange of any or all of the preferred membership units,
exchanging holders will enter into one of the following agreements:

- If no more than $13.5 million of the preferred membership units issued to
the Rifkin sellers remains outstanding at the closing of this offering,
Mr. Allen will grant the exchanging holders the right to put their shares
of Class A common stock to him at a price equal to the public offering
price plus interest at a rate of 4.5% per year. This put right terminates
on the second anniversary of this offering, or earlier in specified
circumstances.

- In all other instances, Mr. Allen will grant the exchanging holders the
right to put their Class A common stock to Mr. Allen for a price equal to
the prior day's closing price. This put right terminates thirty days
after the Class A common stock is free from the lockup restrictions, or
earlier in specified circumstances.

Charter Communications Holding Company granted to the holders of the
preferred membership units the right to require Charter Communication Holding
Company to redeem each such holder's preferred membership units in tranches of
at least $1 million in value for a price equal to the then current value of the
preferred membership units. This right will be exercisable until the earliest to
occur of:

- September 14, 2004; and

- the date of a business combination pursuant to which the preferred
membership units are converted into the right to receive consideration
other than securities of Charter Communications Holding Company or
securities of its successor.

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In the event Charter Communications Holding Company defaults upon this
obligation, Mr. Allen has granted the holders of the preferred membership
interests the right to require Mr. Allen to purchase their preferred units for
the then current value of the preferred membership units. These rights terminate
on September 14, 2004, or earlier in specified circumstances. If, as a result of
the exercise of any such rights, Mr. Allen or any of his affiliates owns or own
preferred membership units in Charter Communications Holding Company, these
preferred membership units will automatically convert into the number of common
membership units of Charter Communications Holding Company equal in value to the
then current value of the preferred membership units.

The debt assumed in the Rifkin acquisition consists of the publicly held
Rifkin notes. As a result of our acquisition of Rifkin, we have made an offer to
repurchase the Rifkin notes at a price equal to 101% of their principal amount,
plus accrued interest, due to the change of control provisions under the Rifkin
notes. In connection with this offer to repurchase the Rifkin notes, we have
solicited consents to amend the related indenture and have offered to pay any
holder of notes that consents and tenders on or prior to October 1, 1999 an
additional $30 for each $1,000 principal amount of notes tendered. See
"Description of Certain Indebtedness" for a description of the material
restrictive covenants and other terms of the Rifkin notes.

Rifkin owns cable systems primarily in Florida, Georgia, Illinois, Indiana,
Tennessee, Virginia and West Virginia, serving approximately 461,000 customers.
For the six months ended June 30, 1999, Rifkin had revenues of approximately
$105.6 million. For the year ended December 31, 1998, Rifkin had revenues of
approximately $124.4 million. Approximately 30% of the Rifkin systems' customers
are currently served by systems with at least 550 megahertz bandwidth capacity.

OTHER ACQUISITIONS. In July 1999, one of Charter Holdings' subsidiaries
acquired Vista Broadband Communications, LLC and a cable system of Cable
Satellite of South Miami, Inc. These cable systems are located in Georgia and
southern Florida and serve a total of approximately 37,000 customers. The total
purchase price for these other acquisitions was approximately $148 million in
cash. For the six months ended June 30, 1999, the systems acquired in connection
with these other acquisitions had revenues of approximately $9.2 million. For
the year ended December 31, 1998, these systems had revenues of approximately
$15.8 million. Approximately 76% of the Vista and South Miami systems' customers
are currently served by 550 megahertz bandwidth capacity.

PENDING ACQUISITIONS

INTERMEDIA SYSTEMS. In April 1999, three of our subsidiaries, Charter
Communications, LLC, Marcus Cable Associates, L.L.C. and Charter Communications
Properties, entered into agreements to purchase certain cable systems of
InterMedia Capital Partners IV, L.P., InterMedia Partners and their

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affiliates in exchange for approximately $873 million in cash and certain of our
cable systems. The InterMedia systems serve approximately 412,000 customers in
North Carolina, South Carolina, Georgia and Tennessee. As part of this
transaction, we will "swap" some of our non-strategic cable systems serving
approximately 144,000 customers located in Indiana, Montana, Utah and northern
Kentucky. This transaction will result in a net increase of 268,000 customers
concentrated in our Southeast and Southern regions. Approximately 84% of these
customers are currently served by systems with at least 550 megahertz bandwidth
capacity. For the six months ended June 30, 1999, the InterMedia systems had
revenues of approximately $100.6 million. For the year ended December 31, 1998,
the InterMedia systems had revenues of approximately $176.1 million. Following
regulatory approvals, we anticipate that the acquisition of the InterMedia
systems will close during the third quarter of 1999. Either we or the sellers
under the InterMedia acquisition agreement may terminate the agreement if the
acquisition does not close by January 20, 2000.

AVALON. In May 1999, Charter Investment, Inc. and Charter Communications
Holding Company entered into an agreement to purchase directly and indirectly
all of the equity interests of Avalon Cable LLC from Avalon Cable Holdings LLC
and Avalon Investors, L.L.C. for approximately $399.5 million in cash and $445.5
million in assumed notes and bank debt. In connection with the consummation of
this acquisition, Charter Communications, Inc. has agreed to assume the
obligation to acquire the stock of Avalon Cable of Michigan Holdings, Inc.
Avalon Cable operates primarily in Michigan and New England and serves
approximately 260,000 customers. For the six months ended June 30, 1999, Avalon
Cable had revenues of approximately $51.8 million. For the year ended December
31, 1998, Avalon Cable had revenues of approximately $18.2 million. As of June
30, 1999, there was $150.0 million, $118.1 million and $177.4 million total
principal outstanding under the Avalon 9 3/8% notes, the Avalon 11 7/8% notes
and the Avalon credit facilities, respectively. We will make an offer to
repurchase the Avalon 9 3/8% notes and the Avalon 11 7/8% notes and we may be
required to repay the Avalon credit facility. See "Description of Certain
Indebtedness" for a description of the material restrictive covenants and other
terms of the Avalon indebtedness. Approximately 15% of the Avalon systems'
customers are currently served by systems with at least 550 megahertz bandwidth
capacity. Following regulatory approvals, we anticipate that the transaction
will close during the fourth quarter of 1999. Either Avalon Cable Holdings, LLC
or we may terminate the agreement if the acquisition has not been completed on
or prior to March 31, 2000.

FANCH. In May 1999, Charter Investment, Inc. entered into an agreement to
purchase the partnership interests of Fanch Cablevision of Indiana, L.P.,
specified assets of Cooney Cable Associates of Ohio, Limited Partnership,
Fanch-JV2 Master Limited Partnership, Mark Twain Cablevision Limited
Partnership, Fanch-Narragansett CSI Limited Partnership, North Texas
Cablevision, Ltd., Post Cablevision of Texas, Limited Partnership and Spring

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Green Communications, L.P. and the stock of Tioga Cable Company, Inc. and Cable
Systems, Inc. for a total combined purchase price of approximately $2.4 billion
in cash. Charter Investment, Inc. has assigned its rights and obligations to
purchase stock interests under this agreement to Charter Communications Holding
Company and its rights and obligations to purchase partnership interests and
assets under this agreement to Charter Communications VI, LLC, an indirect
wholly-owned subsidiary of Charter Communications Holding Company. The cable
television systems to be acquired in this acquisition are located in Colorado,
Indiana, Kansas, Kentucky, Michigan, Mississippi, New Mexico, Oklahoma, Texas
and Wisconsin, and serve approximately 537,000 customers. For the six months
ended June 30, 1999, the cable systems to be acquired had revenues of
approximately $98.9 million. For the year ended December 31, 1998, the systems
to be acquired had revenues of approximately $141.1 million. Approximately 19%
of these systems' customers are currently served by systems with at least 550
megahertz bandwidth capacity. Following regulatory approvals, we anticipate that
this transaction will close during the last quarter of 1999. Either we or the
sellers may terminate the agreement if the acquisition is not completed on or
prior to March 31, 2000.

FALCON. In May 1999, Charter Investment, Inc. entered into an agreement
to purchase partnership interests in Falcon Communications, L.P. from Falcon
Holding Group, L.P. and TCI Falcon Holdings, LLC, interests in a number of
Falcon entities held by Falcon Cable Trust and Falcon Holding Group, Inc.,
specified interests in Enstar Communications Corporation and Enstar Finance
Company, LLC held by Falcon Holding Group, L.P., and specified interests in
Adlink held by DHN Inc. Charter Investment, Inc. assigned its rights under the
Falcon purchase agreement to Charter Communications Holding Company. The
purchase price for the transaction is approximately $3.6 billion, consisting of
cash, membership units in Charter Communications Holding Company and $1.67
billion in assumed debt. We will not be required to repay the Falcon credit
facilities but we will be required to make an offer to repurchase the Falcon
debentures. In addition, the Falcon acquisition will constitute a default under
the Falcon subordinated notes, and a majority of lenders acting together would
be entitled to require us to repay the Falcon subordinated notes. See
"Description of Certain Indebtedness" for a discussion of the material
restrictive covenants and other terms of the Falcon indebtedness.

Under the Falcon purchase agreement, Falcon Holding Group, L.P. has agreed
to contribute to Charter Communications Holding Company a portion of its
partnership interest in Falcon Communications, L.P. in exchange for membership
units in Charter Communications Holding Company on the following terms:

- From approximately $425 to $550 million of the purchase price will be
paid in the form of membership units in Charter Communications Holding
Company. The exact minimum amount of the purchase price payable in

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membership units will be determined by reference to a formula in the
purchase agreement.

- The exact number of membership units in Charter Communications Holding
Company to be issued will be determined according to a formula which
values Charter Communications Holding Company at the closing of the
acquisition at $11.3 billion, increased and decreased as follows:

(1) decreased by its liabilities;

(2) increased by the price or value of assets acquired from related
parties prior to completion of the acquisition; and

(3) increased by the projected cash flow of assets acquired or subject
to a definitive purchase agreement prior to completion.

- If the Falcon acquisition is consummated prior to or concurrently with
this offering, Falcon Holding has agreed to exercise its right to
exchange the membership units immediately prior to this offering, so long
as certain tax requirements are satisfied.

The membership units in Charter Communications Holding Company issued to
Falcon Holding will be exchangeable at any time for shares of Charter
Communications, Inc. Class A common stock on a one-for-one basis. While the
terms of the Falcon acquisition documents include provisions to adjust this
exchange ratio if Charter Communications, Inc. were to hold assets not
contributed to, or incur liabilities not offset by, Charter Communications
Holding Company, provisions in Charter Communications, Inc's certificate of
incorporation and Charter Communications Holding Company's operating agreement
provide that the exchange ratio will remain fixed at one-for-one. See
"Description of Capital Stock and Membership Units -- General" for further
information.

Under the terms of Falcon acquisition the holders of the Charter
Communications Holding Company membership units issued to Falcon Holding have
been granted the following additional rights:

- The holders of the membership units issued in the Falcon acquisition also
have the right to require Mr. Allen or his designee to purchase any
membership units in Charter Communications Holding Company acquired by
the sellers in connection with the Falcon acquisition or shares of Class
A common stock of Charter Communications, Inc. issued in exchange for
these membership units for a purchase price per unit or share equal to
the aggregate value of the membership units issued at the closing of the
Falcon acquisition divided by the number of membership units so issued,
plus interest of 4.5% per annum accrued to date. These rights terminate
upon the second anniversary of the closing of the acquisition, or earlier
in specified circumstances.

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- Falcon Holding and certain other Falcon parties will have "piggyback"
registration rights and, beginning 180 days after the offering, up to
four "demand" registration rights with respect to the Class A common
stock issued in exchange for the membership units in Charter
Communications Holding Company.

(1) The demand registration rights must be exercised with respect to
tranches of Class A common stock worth at least $40 million at the
time of notice of demand or at least $60 million at the initial
public offering price. A majority of the holders of Class A common
stock making a demand may also require us to satisfy our
registration obligations by filing a shelf-registration statement.

(2) We have the option to purchase the membership units if the issuance
of shares of our Class A common stock in exchange for these units
would require registration under the Securities Act. We intend to
register the shares of our Class A common stock issuable in
exchange for these units for resale pursuant to a shelf
registration statement on Form S-1 and we are seeking the agreement
by the Falcon sellers not to transfer the shares prior to 180 days
after the completion of this offering.

The Falcon cable systems to be acquired are located in California and the
Pacific Northwest, Missouri, North Carolina, Alabama and Georgia and serve
approximately 1,008,000 customers. For the six months ended June 30, 1999, the
cable systems to be acquired had revenues of approximately $212.2 million. For
the year ended December 31, 1998, the cable systems to be acquired had revenues
of approximately $307.6 million. As of June 30, 1999, $375.0 million total
principal amount of Falcon senior debentures and $15.0 million total principal
amount of Falcon subordinated notes were outstanding and the accreted value of
the Falcon senior discount debentures was $308.7. In addition, $967.0 million
was outstanding under the Falcon credit facilities. As of the date Approximately
7% of the customers of the systems to be acquired are currently served by
systems with at least 550 megahertz bandwidth capacity. Following regulatory
approvals, we anticipate that the transaction will close during the fourth
quarter of 1999. Either we or the sellers may terminate the agreement if the
acquisition is not completed on or prior to November 30, 2000. In connection
with the Falcon acquisition, Marc Nathanson will become a director of Charter
Communications, Inc.

BRESNAN. In June 1999, Charter Communications Holding Company entered into
an agreement to purchase Bresnan Communications Company Limited Partnership for
a purchase price of approximately $1.3 billion in cash and $1.0 billion in the
form of equity in Charter Communications Holding Company. We also agreed to
assume approximately $852 million in assumed debt as of June 30, 1999. The
assumed debt portion of the purchase price will consist of a credit facility and
publicly held notes. We will make an offer to repurchase the Bresnan notes and
we may be required to repay the Bresnan credit facility. See

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"Description of Certain Indebtedness" for a description of the material
restrictive covenants and other terms of the Bresnan indebtedness. The equity
portion of the purchase price will be membership units in Charter Communications
Holding Company, the total amount of which was calculated at the time the
agreements were executed to equal 6.14% of the total membership units in Charter
Communications Holding Company then outstanding. We calculated this percentage
interest based on a number of assumptions about Charter Communications Holding
Company and our pending acquisitions, including our debt, the value of our
pending acquisition targets and the enterprise value of Charter Communications
Holding Company. Accordingly, this percentage interest may change at or prior to
the closing of the Bresnan acquisition. The holders of the membership units may
exchange all or part of their units at any time for shares of our Class A common
stock.

The membership units in Charter Communications Holding Company issued to
the Bresnan sellers will be exchangeable at any time for shares of Charter
Communications, Inc. Class A common stock on a one-for-one basis. While the
terms of the Bresnan acquisition documents include adjustment provisions similar
to those in the Falcon acquisition documents, provisions in Charter
Communications, Inc.'s certificate of incorporation and Charter Communications
Holding Company's operating agreement provide that the exchange ratio will
remain fixed at one-for-one. See "Description of Capital Stock and Membership
Units -- General" for further information.

- Each of the sellers under the Bresnan acquisition agreement shall have
the right, during the sixty day period beginning with the second
anniversary of the closing of the Bresnan acquisition, to sell to Mr.
Allen their common membership units in Charter Communications Holding
Company or any securities into which these units are converted or for
which these securities are exchanged. The per unit purchase price for
these securities will equal the aggregate value of the common units
issued to the Bresnan sellers at the closing as increased or decreased
pursuant to post-closing adjustments, divided by the number of common
units so issued, plus interest of 4.5% per annum accrued to date. The
number of Charter Communications Holding Company membership units to be
issued to the Bresnan sellers at the closing of the Bresnan acquisition
will be determined according to a formula which values Charter
Communications Holding Company at $27,173,760:

(1) decreased by

(a) its liabilities as of the closing of the Bresnan acquisition;
and

(b) the estimated pro forma liabilities to be incurred in
connection with the Fanch, Falcon and Avalon acquisitions and
any other acquisition of cable systems subject to a definitive
agreement that has not closed as of the closing of the Bresnan
acquisition; and

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(2) increased by

(a) the projected earnings before interest, taxes, depreciation
and amortization of any other cable systems that are actually
acquired by, contributed to or subject to a definitive
acquisition agreement with Charter Communications Holding
Company as of the closing of the Bresnan acquisition,
multiplied by 17; and

(b) the fair market value of non-cable assets acquired by or
contributed to Charter Communications Holding Company as of
the closing of the Bresnan acquisition, as determined by a
third-party appraiser.

The post-closing adjustments would increase or decrease the number of
membership units issued to the Bresnan sellers by recalculating the value
of Charter Communications Holding Company taking into account:

(1) any termination of the Fanch, Falcon and Avalon acquisitions or any
other pending acquisitions as of the closing of the Bresnan
acquisition;

(2) the difference between the estimated pro forma liabilities to be
incurred in connection with pending acquisitions as of the closing
of the Bresnan acquisition and the actual liabilities incurred; and

(3) the difference between the projected earnings before interest,
taxes, depreciation and amortization of acquired cable systems or
cable systems of pending acquisitions as of the closing of the
Bresnan acquisition and the actual earnings before interest, taxes,
depreciation and amortization of such systems.

- Collectively, the Bresnan sellers will have "piggyback" registration
rights and, beginning 180 days after this offering, up to four "demand"
registration rights with respect to our Class A common stock issued in
exchange for the membership units in Charter Communications Holding
Company. The demand registration rights must be exercised with respect to
tranches of our Class A common stock worth at least $40 million at the
time of notice of demand or at least $60 million at the initial public
offering price. We intend to register the Class A common stock issuable
to the Bresnan sellers in exchange for membership units in Charter
Communications Holding Company for resale pursuant to a shelf
registration statement on Form S-1. We are seeking the agreement by the
Bresnan sellers not to transfer the shares of Class A common stock prior
to 180 days after the completion of this offering.

The Bresnan cable systems to be acquired in this acquisition are located in
Michigan, Minnesota, Wisconsin and Nebraska and serve approximately 656,000
customers. For the six months ended June 30, 1999, the Bresnan cable systems we
are buying had revenues of approximately $137.3 million. For the year ended
December 31, 1998, these systems had revenues of approximately $262.0 million.
Approximately 57% of these systems' customers are currently served by

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systems with at least 550 megahertz bandwidth capacity. Following regulatory
approvals, we anticipate that this transaction will close during the first
quarter of 2000. The agreement may be terminated if the acquisition has not been
completed on or prior to May 1, 2000.

PRODUCTS AND SERVICES

We offer our customers a full array of traditional cable television
services and programming and we have begun to offer new and advanced high
bandwidth services such as high-speed Internet access. We plan to continually
enhance and upgrade these services, including adding new programming and other
telecommunications services, and will continue to position cable television as
an essential service.

TRADITIONAL CABLE TELEVISION SERVICES. As of June 30, 1999, more than 87%
of our customers subscribe to both "basic" and "expanded basic" service and
generally receive a line-up of between 33 and 85 channels of television
programming, depending on the bandwidth capacity of the system. Customers who
pay additional amounts can also subscribe for additional channels, either
individually or in packages of several channels, as add-ons to the basic
channels. As of June 30, 1999, approximately 25% of our customers subscribe for
premium channels, with additional customers subscribing for other special add-on
packages. We tailor both our basic channel line-up and our additional channel
offerings to each system according to demographics, programming preferences,
competition, price sensitivity and local regulation.

Our traditional cable television service offerings include the following:

- BASIC CABLE. All of our customers receive basic cable services, which
generally consist of local broadcast television, local community
programming, including governmental and public access, and limited
satellite programming. As of June 30, 1999, the average monthly fee was
$10.59 for basic service.

- EXPANDED BASIC CABLE. This expanded tier includes a group of satellite-
delivered or non-broadcast channels, such as Entertainment and Sports
Programming Network (ESPN), Cable News Network (CNN) and Lifetime
Television, in addition to the basic channel line-up. As of June 30,
1999, the average monthly fee was $19.16 for expanded basic service.

- PREMIUM CHANNELS. These channels provide unedited, commercial-free
movies, sports and other special event entertainment programming. Home
Box Office, Cinemax and Showtime are typical examples. We offer
subscriptions to these channels either individually or in packages. As of
June 30, 1999, the average monthly fee was $6.35 per premium
subscription.

- PAY-PER-VIEW. These channels allow customers to pay to view a single
showing of a recently released movie, a one-time special sporting event
or music concerts on an unedited, commercial-free basis. We currently

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charge a fee that ranges from $2.95 to $8.95 for movies. For special
events, such as championship boxing matches, we have charged a fee of up
to $50.95.

We have employed a variety of targeted marketing techniques to attract new
customers by focusing on delivering value, choice, convenience and quality. We
employ direct mail and telemarketing, using demographic "cluster codes" to
target specific messages to target audiences. In many of our systems, we offer
discounts to customers who purchase premium services on a limited trial basis in
order to encourage a higher level of service subscription. We also have a
coordinated strategy for retaining customers that includes televised retention
advertising to reinforce the decision to subscribe and to encourage customers to
purchase higher service levels.

NEW PRODUCTS AND SERVICES. A variety of emerging technologies and the
rapid growth of Internet usage have presented us with substantial opportunities
to provide new or expanded products and services to our customers and to expand
our sources of revenue. The desire for such new technologies and the use of the
Internet by businesses in particular have triggered a significant increase in
our commercial market penetration. As a result, we are in the process of
introducing a variety of new or expanded products and services beyond the
traditional offerings of analog television programming for the benefit of both
our residential and commercial customers. These new products and services
include:

- digital television and its related enhancements;

- high-speed Internet access, through television set-top converter boxes,
cable modems installed in personal computers and traditional telephone
Internet access;

- interactive services, such as Wink, which adds interactivity and
electronic commerce opportunities to traditional programming and
advertising; and

- telephony and data transmission services, which are private network
services interconnecting locations for a customer.

We believe that we are well positioned to compete with other providers of
these services due to the high bandwidth of cable technology and our ability to
access homes and businesses.

DIGITAL TELEVISION. As part of upgrading our systems, we are installing
headend equipment capable of delivering digitally encoded cable transmissions to
a two-way digital-capable set-top converter box in the customer's home. This
digital connection offers significant advantages. For example, we can compress
the digital signal to allow the transmission of up to twelve digital channels in
the bandwidth normally used by one analog channel. This will allow us to
increase both programming and service offerings, including near video-on-demand
for pay-per-view customers. We expect to increase the amount of services
purchased by our customers.

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<PAGE> 130

Digital services customers may receive a mix of additional television
programming, an electronic program guide and up to 40 channels of digital music.
The additional programming falls into four categories which are targeted toward
specific markets:

- additional basic channels, which are marketed in systems primarily
serving rural communities;

- additional premium channels, which are marketed in systems serving both
rural and urban communities;

- "multiplexes" of premium channels to which a customer previously
subscribed, such as multiple channels of HBO or Showtime, which are
varied as to time of broadcast or varied based on programming content
theme which are marketed in systems serving both rural and urban
communities; and

- additional pay-per-view programming, such as more pay-per-view options
and/or frequent showings of the most popular films to provide near video-
on-demand, which are more heavily marketed in systems primarily serving
both rural and urban communities.

As part of our current pricing strategy for digital services, we have
established a retail rate of $4.95 to $8.95 per month for the digital set-top
converter and the delivery of "multiplexes" of premium services, additional pay-
per-view channels, digital music and an electronic programming guide. Some of
our systems also offer additional basic and expanded basic tiers of service.
These tiers of services retail for $6.95 per month. As of June 30, 1999, we had
in excess of 8,700 customers subscribing to digital services offered by 16 of
our cable systems, which serve approximately 330,000 basic cable customers. By
December 31, 1999, we anticipate that approximately 2.4 million of our customers
will be served by cable systems capable of delivering digital services.

INTERNET ACCESS. We currently provide Internet access to our customers by
two principal means:

- via cable modems attached to personal computers, either directly or
through an outsourcing contract with an Internet service provider; and

- through television access, via a service such as WorldGate.

We also provide Internet access in some markets through traditional dial-up
telephone modems, using a third party service provider.

The principal advantage of cable Internet connections is the high speed of
data transfer over a cable system. We currently offer these services to our
residential customers over coaxial cable at speeds that can range up to
approximately 50 times the speed of a conventional 28.8 kilobits per second
telephone modem. Furthermore, a two-way communication cable system using the
hybrid fiber optic/coaxial architecture referred to as HFC architecture can
support the entire connection at cable modem speeds without any need for a
separate telephone line. If the cable system only supports one-way signals from

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the headend to the customer, the customer must use a separate telephone line to
send signals to the provider, although such customer still receives the benefit
of high speed cable access when downloading information, which is the primary
reason for using cable as an Internet connection. In addition to Internet access
over our traditional coaxial system, we also provide our commercial customers
fiber optic cable access at a price that we believe is less than 25% of the
price offered by the telephone companies.

In the past, cable Internet connections have provided customers with widely
varying access speeds because each customer accessed the Internet by sending and
receiving data through a node. Users connecting simultaneously through a single
node share the bandwidth of that node, so that users' connection speeds may
diminish as additional users connect through the same node. To induce users to
switch to our Internet services, however, we guarantee our cable modem customers
the minimum access speed selected from several speed options we offer. We also
provide higher guaranteed access speeds for customers willing to pay an
additional cost. In order to meet these guarantees, we are increasing the
bandwidth of our systems and "splitting" nodes easily and cost-effectively to
reduce the number of customers per node.

- CABLE MODEM-BASED INTERNET ACCESS. We have deployed cable modem-based
Internet access services in 27 markets including: Los Angeles, California; St.
Louis, Missouri; and Fort Worth, Texas.

As of June 30, 1999, we provided Internet access service to approximately
13,460 homes and 160 commercial customers. The following table indicates the
historical and projected availability of cable modem Internet access services in
our systems, pro forma for our recent and pending acquisitions as of the dates
indicated. Only a small percentage of the homes passed currently subscribe to
these services.

<TABLE>
<CAPTION>
HOMES PASSED BY
ADVANCED DATA SERVICES
----------------------------------
JUNE 30, 1999 DECEMBER 31, 1999
------------- -----------------
(ACTUAL) (PROJECTED)
<S> <C> <C>
HIGH SPEED INTERNET ACCESS VIA CABLE MODEMS:
High Speed Access .................................. 644,600 1,561,700
EarthLink/Charter Pipeline.......................... 572,700 708,700
Excite@Home......................................... 233,400 738,200
Convergence.com..................................... -- 311,800
In-House/Other...................................... -- 652,000
--------- ---------
Total cable modems............................... 1,450,700 3,972,400
========= =========
Internet access via WorldGate....................... 245,200 499,900
========= =========
</TABLE>

We have an agreement with EarthLink, an independent Internet service
provider, to provide as a label service Charter Pipeline, which is a cable
modem-based, high-speed Internet access service we offer. We currently charge a

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monthly usage fee of between $24.95 and $34.95. Our customers have the option to
lease a cable modem for $10 to $15 a month or to purchase a modem for between
$300 and $400. As of June 30, 1999, we offered EarthLink Internet access to
approximately 573,000 of our homes passed and have approximately 7,200
customers.

We have a relationship with High Speed Access to offer Internet access in
some of our smaller systems. High Speed Access also provides Internet access
services to our customers under the Charter Pipeline(TM) brand name. Although
the Internet access service is provided by High Speed Access, the Internet
"domain name" of our customer's e-mail address and web site, if any, is
"Charter.net," allowing the customer to switch or expand to our other Internet
services without a change of e-mail address. High Speed Access provides three
different tiers of service to us. The base tier is similar to our arrangements
with EarthLink and Excite@Home. The turnkey tier bears all capital, operating
and marketing costs of providing the service, and seeks to build economies of
scale in our smaller systems that we cannot efficiently build ourselves by
simultaneously contracting to provide the same services to other small
geographically contiguous systems. The third tier allows for a la carte
selection of services between the base tier and the turnkey tier. As of June 30,
1999, High Speed Access offered Internet access to approximately 645,000 of our
homes passed, and approximately 5,700 customers have signed up for the service.
During the remaining 6 months of 1999, we, jointly with High Speed Access, plan
to launch service in an additional 21 systems, covering approximately 758,000
additional homes passed. Vulcan Ventures, Inc., a company controlled by Mr.
Allen, has an equity investment in High Speed Access. See "Certain Relationships
and Related Transactions".

We have a revenue sharing agreement with Excite@Home, under which
Excite@Home currently provides Internet service to customers in our systems
serving Fort Worth, University Park and Highland Park, Texas. The Excite@Home
network provides high-speed, cable modem-based Internet access using our cable
infrastructure. As of June 30, 1999, we offered Excite@Home Internet service to
approximately 233,000 of our homes passed and had approximately 3,000 customers.

We also have services agreements with Convergence.com, under which
Convergence.com currently provides Internet service to customers in systems
acquired from Rifkin. The Convergence.com network provides high-speed, cable
modem-based Internet access using our cable infrastructure. As of June 30, 1999,
Rifkin offered Convergence.com service to approximately 260,000 homes passed and
had approximately 5,400 customers.

We actively market our cable modem service to businesses in each one of our
systems where we have the capability to offer such service. Our marketing
efforts are often door-to-door, and we have established a separate division
whose function is to make businesses aware that this type of Internet access is

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available through us. We also provide several virtual local area networks for
municipal and educational facilities in our Los Angeles cluster including Cal
Tech, the City of Pasadena and the City of West Covina.

- TV-BASED INTERNET ACCESS. We have a non-exclusive agreement with
WorldGate to provide its TV-based e-mail and Internet access to our cable
customers. WorldGate's technology is only available to cable systems with two-
way capability. WorldGate offers easy, low-cost Internet access to customers at
connection speeds ranging up to 128 kilobits per second. For a monthly fee we
provide our customers with e-mail and Internet access that does not require the
use of a PC, an existing or additional telephone line, or any additional
equipment. Instead, the customer accesses the Internet through the set-top box,
which the customer already has on his television set, and a wireless keyboard,
that is provided with the service, which interfaces with the box. WorldGate
works on advanced analog and digital converters and, therefore, can be installed
utilizing advanced analog converters already deployed. In contrast, other
converter-based, non-PC Internet access products require a digital platform and
a digital converter prior to installation.

Customers who opt for television-based Internet access are generally first-
time users who prefer this more user-friendly interface. Of these users, 41% use
WorldGate at least once a day, and 77% use it at least once a week. Although the
WorldGate service bears the WorldGate brand name, the Internet domain name of
the customers who use this service is "Charter.net". This allows the customer to
switch or expand to our other Internet services without a change of e-mail
address.

We first offered WorldGate to customers on the upgraded portion of our
systems in St. Louis in April 1998. We are also currently offering this service
in our systems in Logan, Utah, Maryville, Illinois and Newtown, Connecticut, and
plan to introduce it in eight additional systems by December 31, 1999. Charter
Investment, Inc. owns a minority interest in WorldGate which will be contributed
to Charter Communications Holding Company. See "Certain Relationships and
Related Transactions". As of June 30, 1999, we provided WorldGate Internet
service to approximately 4,300 customers.

WINK-ENHANCED PROGRAMMING. We have formed a relationship with Wink, which
sells technology to embed interactive features, such as additional information
and statistics about a program or the option to order an advertised product,
into programming and advertisements. A customer with a Wink-enabled set-top box
and a Wink-enabled cable provider sees an icon flash on the screen when
additional Wink features are available to enhance a program or advertisement. By
pressing the select button on a standard remote control, a viewer of a
Wink-enhanced program is able to access additional information regarding such
program, including, for example, information on prior episodes or the program's
characters. A viewer watching an advertisement would be able to access
additional information regarding the advertised product and may also be

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able to utilize the two-way transmission features to order a product. We have
bundled Wink's services with our traditional cable services in both our advanced
analog and digital platforms. Wink's services are provided free of charge. A
company controlled by Mr. Allen has made an equity investment in Wink. See
"Certain Relationships and Related Transactions".

Various programming networks, including CNN, NBC, ESPN, HBO, Showtime,
Lifetime, VH1, the Weather Channel, and Nickelodeon, are currently producing
over 1,000 hours of Wink-enhanced programming per week. Under certain
revenue-sharing arrangements, we will modify our headend technology to allow
Wink-enabled programming to be offered on our systems. Each time one of our
customers uses Wink to request certain additional information or order an
advertised product, we receive fees from Wink.

TELEPHONE SERVICES. We expect to be able to offer cable telephony
services in the near future using our systems' direct, two-way connections to
homes and other buildings. We are exploring technologies using Internet protocol
telephony, as well as traditional switching technologies that are currently
available, to transmit digital voice signals over our systems. AT&T and other
telephone companies have already begun to pursue strategic partnering and other
programs which make it attractive for us to acquire and develop this alternative
Internet protocol technology. For the last two years, we have sold telephony
services as a competitive access provider in the state of Wisconsin through one
of our subsidiaries, and are currently looking to expand our services as a
competitive access provider into other states.

MISCELLANEOUS SERVICES. We also offer paging services to our customers in
certain markets. As of June 30, 1999, we had approximately 9,400 paging
customers. We also lease our fiber-optic cable plant and equipment to commercial
and non-commercial users of data and voice telecommunications services.

OUR SYSTEMS

As of June 30, 1999, our systems consisted of approximately 65,900 miles of
coaxial and approximately 10,600 sheath miles of fiber optic cable passing
approximately 4.5 million households and serving approximately 2.7 million
customers. Coaxial cable is a type of cable used for broadband data and cable
systems. This type of cable has excellent broadband frequency characteristics,
noise, immunity and physical durability. The cable is connected from each node
to individual homes or buildings. A node is a single connection to a cable
system's main high-capacity fiber optic cable that is shared by a number of
customers. A sheath mile is the actual length of cable in miles. Fiber optic
cable is a communication medium that uses hair-thin glass fibers to transmit
signals over long distances with minimum signal loss or distortion. As of June
30, 1999, approximately 14% of our customers were served by systems with at
least 550 megahertz bandwidth capacity, approximately 38% had at least 750
megahertz

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bandwidth capacity and approximately 35% were served by systems capable of
providing two-way interactive communication capability. Such two-way interactive
communication capability includes two-way Internet connections, services
provided by Wink Communications, Inc., which are interactive services that
provide additional information and statistics about programs or the option to
order an advertised product while customers are viewing such programs or
advertisement, and interactive program guides. These amounts do not reflect the
impact of our recent or pending acquisitions.

CORPORATE MANAGEMENT. We are managed from our corporate offices in St.
Louis, Missouri. As of the closing of the offering, Charter Communications, Inc.
will have thirteen employees, all of whom are senior management. Pursuant to a
services agreement between Charter Communications, Inc. and Charter Investment,
Inc., Charter Investment, Inc. will provide Charter Communications, Inc. with
the necessary personnel to manage Charter Communications Holding Company and its
subsidiaries. Management of Charter Communications, Inc. and Charter Investment,
Inc. consists of approximately 200 people led by our chief executive officer
Jerald L. Kent. They are responsible for coordinating and overseeing our
operations, including certain critical functions, such as marketing and
engineering, that are conducted by personnel at the regional and local system
level. The corporate office also performs certain financial control functions
such as accounting, finance and acquisitions, payroll and benefit
administration, internal audit, purchasing and programming contract
administration on a centralized basis.

OPERATING REGIONS. To manage and operate our systems, we have established
two divisions that contain a total of seven operating regions: Western; Central;
MetroPlex (Dallas/Fort Worth); North Central; Northeast; Southeast; and
Southern. Each of the two divisions is managed by a Senior Vice President who
reports directly to Mr. Kent and is responsible for overall supervision of the
operating regions within. Each region is managed by a team consisting of a
Senior Vice President or a Vice President, supported by operational, marketing
and engineering personnel. Within each region, certain groups of cable systems
are further organized into clusters. We believe that much of our success is
attributable to our operating philosophy which emphasizes decentralized
management, with decisions being made as close to the customer as possible. We
anticipate that we will reorganize into a total of eleven regions with the
closings of our pending acquisitions.

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The following table provides an overview of selected technical, operating
and financial data for each of our operating regions as of and for the six
months ended June 30, 1999. The following table does not reflect the impact of
our pending acquisitions or acquisitions closed since June 30, 1999. Upon
completion of the pending acquisitions, our systems will pass approximately 9.8
million homes serving approximately 6.2 million customers.

SELECTED TECHNICAL, OPERATING AND FINANCIAL DATA BY OPERATING REGION
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1999

<TABLE>
<CAPTION>
NORTH
WESTERN CENTRAL METROPLEX CENTRAL NORTHEAST SOUTHEAST SOUTHERN TOTAL
--------- ------- --------- ------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TECHNICAL DATA:
Miles of coaxial cable..... 7,500 8,800 5,700 10,000 4,600 16,700 12,600 65,900
Density(a)................. 147 68 85 61 79 40 54 68
Headends................... 23 34 16 86 18 60 79 316
Planned headend
eliminations............. 3 3 1 30 -- 11 8 56
Plant bandwidth(b):
450 megahertz or less...... 32.1% 53.7% 28.0% 41.9% 43.3% 37.9% 54.3% 43.3%
550 megahertz.............. 7.0% 10.2% 14.4% 9.5% 38.6% 24.0% 23.6% 19.1%
750 megahertz or greater... 60.9% 36.1% 57.6% 48.6% 18.1% 38.1% 22.1% 37.6%
Two-way capability......... 48.6% 49.0% 68.9% 64.3% 10.9% 16.8% 15.1% 33.8%
OPERATING DATA:
Homes passed............... 1,101,000 595,000 487,000 606,000 364,000 672,000 684,000 4,509,000
Basic customers............ 575,000 368,000 187,000 402,000 301,000 453,000 448,000 2,734,000
Basic penetration(c)....... 52.2% 61.8% 38.4% 66.3% 82.7% 67.4% 65.5% 60.6%
Premium units.............. 365,000 217,000 172,000 146,000 265,000 288,000 223,000 1,676,000
Premium penetration(d)..... 63.5% 59.0% 92.0% 36.3% 88.0% 63.6% 49.8% 61.3%
FINANCIAL DATA:
Revenues, in millions...... $122.8 $82.3 $25.9 $46.1 $32.0 $89.1 $70.8 $469.0
</TABLE>

- -------------------------

(a) Represents homes passed divided by miles of coaxial cable.

(b) Represents percentage of basic customers within a region served by the
indicated plant bandwidth.

(d) Represents premium units as a percentage of basic customers.

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WESTERN REGION. The Western region consists of cable systems serving
approximately 575,000 customers located entirely in the state of California,
with approximately 474,000 customers located within the Los Angeles metropolitan
area. These customers reside primarily in the communities of Pasadena, Alhambra,
Glendale, Long Beach and Riverside. We also have approximately 101,000 customers
in central California, principally located in the communities of San Luis
Obispo, West Sacramento and Turlock. The Western region will also be responsible
for managing approximately 69,000 customers associated with the recent
acquisition of American Cable and 190,000 customers associated with the pending
acquisition of Rifkin. According to National Decision Systems, the projected
median household growth in the counties currently served by this region's
systems is 5.2% for the period ending 2003, which is the projected U.S. median
household growth for the same period.

The Western region's cable systems have been significantly upgraded with
approximately 68% of the region's customers served by cable systems with at
least 550 megahertz bandwidth capacity as of June 30, 1999. The planned upgrade
of the Western region's cable systems will reduce the number of headends from 21
to 18 by December 31, 2001. We expect that by December 31, 2001, 99% of this
region's customers will be served by systems with at least 550 megahertz
bandwidth capacity and two-way communication capability.

CENTRAL REGION. The Central region consists of cable systems serving
approximately 368,000 customers of which approximately 250,000 customers reside
in and around St. Louis County or in adjacent areas in Illinois, and over 94%
are served by two headends. The remaining approximately 118,000 of these
customers reside in Indiana, and these systems are primarily classic cable
systems serving small to medium-sized communities. The Indiana systems will be
"swapped" as part of the InterMedia transaction. See "Business -- Acquisitions".
The Central region will also be responsible for managing approximately 112,000
customers associated with the pending acquisition of Rifkin. According to
National Decision Systems, the projected median household growth in the counties
currently served by this region's systems is 4.7% for the period ending 2003,
versus the projected U.S. median household growth of 5.2% for the same period.

At June 30, 1999, approximately 46% of the Central region's customers were
served by cable systems with at least 550 megahertz bandwidth capacity. The
majority of the cable plants in the Illinois systems have been upgraded to 750
megahertz bandwidth capacity. The planned upgrade of the Central region's cable
systems will reduce the number of headends from 34 to 31 by December 31, 2001.
We have begun a three-year project, scheduled for completion in 2001, to upgrade
the cable plant in St. Louis County, serving approximately 178,000 customers, to
870 megahertz bandwidth capability. We expect that by December 31, 2001,
approximately 89% of this region's customers will be served by cable systems
with at least 550 megahertz bandwidth capacity and two-way communication
capability.

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METROPLEX REGION. The MetroPlex region consists of cable systems serving
approximately 187,000 customers of which approximately 131,000 are served by the
Fort Worth system. The systems in this region serve one of the fastest growing
areas of Texas. The anticipated population growth combined with the existing low
basic penetration rate of approximately 43% offers significant potential to
increase the total number of customers and the associated revenue and cash flow
in this region. According to National Decision Systems, the projected median
household growth in the counties served by this region's systems is 8.4% for the
period ending 2003, versus the projected U.S. median household growth of 5.2%
for the same period.

The MetroPlex region's cable systems have been significantly upgraded with
approximately 72% of the region's customers served by cable systems with at
least 550 megahertz bandwidth capacity as of June 30, 1999. In 1997, we began to
upgrade the Fort Worth system to 870 megahertz of bandwidth capacity. We expect
to complete this project during 1999. The planned upgrade of the MetroPlex
region's cable systems will reduce the number of headends from 16 to 15 by
December 31, 2001. We expect that by December 31, 2001, approximately 98% of
this region's customers will be served by cable systems with at least 550
megahertz bandwidth capacity and two-way communication capability.

NORTH CENTRAL REGION. The North Central region consists of cable systems
serving approximately 402,000 customers. These customers are primarily located
throughout the state of Wisconsin, along with a small system of approximately
27,000 customers in Rosemont, Minnesota, a suburb of Minneapolis. Within the
state of Wisconsin, the four largest operating clusters are located in and
around Eau Claire, Fond du Lac, Janesville and Wausau. According to National
Decision Systems, the projected median household growth in the counties served
by this region's systems is 5.4% for the period ending 2003, versus the
projected U.S. median household growth of 5.2% for the same period.

At June 30, 1999, approximately 58% of the North Central region's customers
were served by cable systems with at least 550 megahertz bandwidth capacity. The
planned upgrade of the North Central region's cable systems will reduce the
number of headends from 86 to 56 by December 31, 2001. We plan to rebuild much
of the region's cable plant and expect that by December 31, 2001, approximately
93% of this region's customers will be served by cable systems with capacity
between 550 megahertz and 750 megahertz of bandwidth capacity and two-way
communication capability.

NORTHEAST REGION. The Northeast region consists of cable systems serving
approximately 301,000 customers residing in the states of Connecticut and
Massachusetts. These systems serve the communities of Newtown and Willimantic,
Connecticut, and areas in and around Pepperell, Massachusetts, and are included
in the New York, Hartford, and Boston areas of demographic influence. The
Northeast region will be responsible for managing the

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approximately 175,000 customers associated with the recent acquisition of cable
systems from Greater Media and approximately 56,000 customers associated with
the recent acquisition of Helicon. According to National Decision Systems, the
projected median household growth in the counties currently served by this
region's systems is 3.7% for the period ending 2003, versus the projected U.S.
median household growth of 5.2% for the same period.

At June 30, 1999, approximately 57% of the Northeast region's customers
were served by cable systems with at least 550 megahertz of bandwidth capacity.
We have begun to rebuild this region's cable plant, and expect that by December
31, 2001, all of this region's customers will be served by cable systems with at
least 750 megahertz bandwidth capacity and two-way communication capability.

SOUTHEAST REGION. The Southeast region consists of cable systems serving
approximately 453,000 customers residing primarily in small to medium-sized
communities in North Carolina, South Carolina, Georgia and eastern Tennessee.
There are significant clusters of cable systems in and around the cities and
counties of Greenville/Spartanburg, South Carolina; Hickory and Asheville, North
Carolina; Henry County, Georgia, a suburb of Atlanta; and Johnson City,
Tennessee. These areas have experienced rapid population growth over the past
few years, contributing to the high rate of internal customer growth for these
systems. According to National Decision 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 will be responsible for
managing an aggregate of 541,000 customers associated with the 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. The rebuild program for this
region is anticipated to result in approximately 94% of this region's customer
base being served by December 31, 2001 served by cable systems with at least 550
megahertz bandwidth capacity and two-way communication capability.

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

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same period. In addition, the Southern region will be responsible for managing
an aggregate of 335,000 customers associated with the 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. The rebuild program for this
region is anticipated to result in approximately 75% of this region's customer
base being served by cable systems with at least 550 megahertz bandwidth
capacity and two-way communication capability 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............... 47.3% 14.5% 38.2% 52.7%
December 31, 2000............... 30.1% 12.5% 57.4% 69.9%
December 31, 2001............... 13.6% 10.4% 76.0% 86.4%
</TABLE>

We have adopted HFC architecture, as the standard for our ongoing systems
upgrades. The HFC architecture combines the use of fiber optic cable, which can
carry hundreds of video, data and voice channels over extended distances, with
coaxial cable, which requires a more extensive signal amplification in order to
obtain the desired transmission levels for delivering channels. In most systems,
we connect fiber optic cable to individual nodes serving an average of 500 homes
or commercial buildings. We believe that this network design provides high
capacity and superior signal quality, and will enable us to provide the newest
forms of telecommunications services to our

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customers. The primary advantages of HFC architecture over traditional coaxial
cable networks include:

- increased channel capacity of cable systems;

- reduced number of amplifiers, which are devices to compensate for signal
loss caused by coaxial cable, needed to deliver signals from the headend
to the home, resulting in improved signal quality and reliability;

- reduced number of homes that need to be connected to an individual node,
improving the capacity of the network to provide high-speed Internet
access and reducing the number of households affected by disruptions in
the network; and

- sufficient dedicated bandwidth for two-way services, which avoids reverse
signal interference problems that can otherwise occur when you have two-
way communication capability.

The HFC architecture will enable us to offer new and enhanced services,
including:

- additional channels and tiers;

- expanded pay-per-view options;

- high-speed Internet access;

- wide area networks, which permit a network of computers to be connected
together beyond an area;

- point-to-point data services, which can switch data links from one point
to another; and

- digital advertising insertion, which is the insertion of local, regional
and national programming.

The upgrades will facilitate our new services in two primary ways:

- Greater bandwidth allows us to send more information through our systems.
This provides us with the capacity to provide new services in addition to
our current services. As a result, we will be able to roll out digital
cable programming in addition to existing analog channels offered to
customers who do not wish to subscribe to a package of digital services.

- Enhanced design configured for two-way communication with the customer
allows us to provide cable Internet services without telephone support
and other interactive services, such as an interactive program guide,
impulse pay-per-view, video-on-demand and Wink, that cannot be offered
without upgrading the bandwidth capacity of our systems.

This HFC architecture will also position us to offer cable telephony
services in the future, using either Internet protocol technology or
switch-based technology, another method of linking communications.

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CUSTOMER SERVICE AND COMMUNITY RELATIONS

Providing a high level of service to our customers has been a central
driver of our historical success. Our emphasis on system reliability,
engineering support and superior customer satisfaction is key to our management
philosophy. In support of our commitment to customer satisfaction, we operate a
24-hour customer service hotline in most systems and offer on-time installation
and service guarantees. It is our policy that if an installer is late for a
scheduled appointment the customer receives free installation, and if a service
technician is late for a service call the customer receives a $20 credit.

As of June 30, 1999, we maintained eight call centers located in our seven
regions, which are responsible for handling call volume for more than 55% of our
customers. They are staffed with dedicated personnel who provide service to our
customers 24 hours a day, seven days a week. We believe operating regional call
centers allows us to provide "localized" service, which also reduces overhead
costs and improves customer service. We have invested significantly in both
personnel and equipment to ensure that these call centers are professionally
managed and employ state-of-the-art technology. We also maintain approximately
170 field offices, and employ approximately 1,200 customer service
representatives throughout the systems. Our customer service representatives
receive extensive training to develop customer contact skills and product
knowledge critical to successful sales and high rates of customer retention. We
have approximately 2,300 technical employees who are encouraged to enroll in
courses and attend regularly scheduled on-site seminars conducted by equipment
manufacturers to keep pace with the latest technological developments in the
cable television industry. We utilize surveys, focus groups and other research
tools as part of our efforts to determine and respond to customer needs. We
believe that all of this improves the overall quality of our services and the
reliability of our systems, resulting in fewer service calls from customers.

We are also committed to fostering strong community relations in the towns
and cities our systems serve. We support many local charities and community
causes in various ways, including marketing promotions to raise money and
supplies for persons in need, and in-kind donations that include production
services and free air-time on major cable networks. Recent charity affiliations
include campaigns for "Toys for Tots," United Way, local theatre, children's
museums, local food banks and volunteer fire and ambulance corps. We also
participate in the "Cable in the Classroom" program, whereby cable television
companies throughout the United States provide schools with free cable
television service. In addition, we install and provide free basic cable service
to public schools, government buildings and non-profit hospitals in many of the
communities in which we operate. We also provide free cable modems and high-
speed Internet access to schools and public libraries in our franchise areas. We
place a special emphasis on education, and regularly award scholarships to
employees who intend to pursue courses of study in the communications field.

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SALES AND MARKETING

PERSONNEL RESOURCES. We have a centralized team responsible for
coordinating the marketing efforts of our individual systems. For most of our
systems with over 30,000 customers we have a dedicated marketing manager, while
smaller systems are handled regionally. We believe our success in marketing
comes in large part from new and innovative ideas and from good interaction
between our corporate office, which handles programs and administration, and our
field offices, which implement the various programs. We are also continually
monitoring the regulatory arena, customer perception, competition, pricing and
product preferences to increase our responsiveness to our customer base. Our
customer service representatives are given the incentive to use their daily
contacts with customers as opportunities to sell our new service offerings.

MARKETING STRATEGY. Our long-term marketing objective is to increase cash
flow through deeper market penetration and growth in revenue per household. To
achieve this objective and to position our service as an indispensable consumer
service, we are pursuing the following strategies:

- increase the number of rooms per household with cable;

- introduce new cable products and services;

- design product offerings to enable greater opportunity for customer
choices;

- utilize "tiered" packaging strategies to promote the sale of premium
services and niche programming;

- offer our customers more value through discounted bundling of products;

- increase the number of residential consumers who use our set-top box,
which enables them to obtain advanced digital services such as a greater
number of television stations and interactive services.

- target households based on demographic data;

- develop specialized programs to attract former customers, households that
have never subscribed and illegal users of the service; and

- employ Charter branding of products to promote customer awareness and
loyalty.

We have innovative marketing programs which utilize market research on
selected systems, compare the data to national research and tailor marketing
programs for individual markets. We gather detailed customer information through
our regional marketing representatives and use the Claritas geodemographic data
program and consulting services to create unique packages of services and
marketing programs. These marketing efforts and the follow-up analysis provide
consumer information down to the city block or

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suburban subdivision level, which allows us to create very targeted marketing
programs.

We seek to maximize our revenue per customer through the use of "tiered"
packaging strategies to market premium services and to develop and promote niche
programming services.

We regularly use targeted direct mail campaigns to sell these tiers and
services to our existing customer base. We are developing an in-depth profile
database that goes beyond existing and former customers to include all homes
passed. This database information is expected to improve our targeted direct
marketing efforts, bringing us closer toward our objective of increasing total
customers as well as sales per customer for both new and existing customers. For
example, using customer profile data currently available, we are able to
identify customers who have children under a specified age and do not currently
subscribe to The Disney Channel. We then target our marketing efforts with
respect to The Disney Channel to those households. In 1998, we were chosen by
Claritas Corporation, sponsor of a national marketing competition across all
industries, as the first place winner in their media division, which includes
cable systems operations, telecommunications and newspapers, for our national
segmenting and targeted marketing program.

Our marketing professionals have also received numerous industry awards
within the last two years, including the Cable and Telecommunication Association
of Marketers' awards for consumer research and best advertising and marketing
programs.

In 1998, we introduced a new package of premium services. Customers receive
a substantial discount on bundled premium services of HBO, Showtime, Cinemax and
The Movie Channel. We were able to negotiate favorable terms with premium
networks, which allowed minimal impact on margins and provided substantial
volume incentives to grow the premium category. The MVP package has increased
our premium household penetration, premium revenue and cash flow. As a result of
this package, HBO recognized us as a top performing customer. We are currently
introducing this same premium strategy in the systems we have recently acquired.

We expect to continue to invest significant amounts of time, effort and
financial resources in the marketing and promotion of new and existing services.
To increase customer penetration and increase the level of services used by our
customers, we use a coordinated array of marketing techniques, including door-
to-door solicitation, telemarketing, media advertising and direct mail
solicitation. We believe we have one of the cable television industry's highest
success rates in attracting and retaining customers who have never before
subscribed to cable television. Historically, these "nevers" are the most
difficult customers to attract and retain.

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PROGRAMMING SUPPLY

GENERAL. We believe that offering a wide variety of conveniently
scheduled programming is an important factor influencing a customer's decision
to subscribe to and retain our cable services. We devote considerable resources
to obtaining access to a wide range of programming that we believe will appeal
to both existing and potential customers of basic and premium services. We rely
on extensive market research, customer demographics and local programming
preferences to determine channel offerings in each of our markets. See "-- Sales
and Marketing".

PROGRAMMING SOURCES. We obtain basic and premium programming from a
number of suppliers, usually pursuant to a written contract. As of June 30,
1999, we obtain approximately 64% of our programming through contracts entered
into directly with a programming supplier. We obtain the rest of our programming
through TeleSynergy, Inc., which offers its partners contract benefits in buying
programming by virtue of volume discounts available to a larger buying base.
Programming tends to be made available to us for a flat fee per customer.
However, some channels are available without cost to us. In connection with the
launch of a new channel, we may receive a distribution fee to support the
channel launch, a portion of which is applied to marketing expenses associated
with the channel launch. The amounts we receive in distribution fees are not
significant.

Our programming contracts generally continue for a fixed period of time,
usually from three to ten years. Although longer contract terms are available,
we prefer to limit contracts to three years so that we retain flexibility to
change programming and include new channels as they become available. Some
program suppliers offer marketing support or volume discount pricing structures.
Some of our programming agreements with premium service suppliers offer cost
incentives under which premium service unit prices decline as certain premium
service growth thresholds are met.

For home shopping channels, we may receive a percentage of the amount spent
in home shopping purchases by our customers on channels we carry. In 1998, these
revenues totalled approximately $220,000.

PROGRAMMING COSTS. Our cable programming costs have increased in recent
years and are expected to continue to increase due to factors including:

- system acquisitions;

- additional programming being provided to customers;

- increased cost to produce or purchase cable programming; and

- inflationary increases.

In every year we have operated, our costs to acquire programming have exceeded
customary inflationary and cost-of-living type increases. Sports programming
costs have increased significantly over the past several years. In

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addition, contracts to purchase sports programming sometimes contain built-in
cost increases for programming added during the term of the contract which we
may or may not have the option to add to our service offerings.

Under rate regulation of the Federal Communications Commission, cable
operators may increase their rates to customers to cover increased costs for
programming, subject to certain limitations. See "Regulation and Legislation".
We now contract through TeleSynergy for approximately 36% of our programming. We
believe our partnership in TeleSynergy limited increases in our programming
costs relative to what the increases would otherwise have been. However, given
our increased size and purchasing ability, the effect may not be material. This
is because some programming suppliers offer advantageous pricing terms to cable
operators whose number of customers exceeds thresholds established by such
programming suppliers. Our increase in size as a result of our merger with
Marcus Holdings and our recent and pending acquisitions should provide increased
bargaining power, whether or not through TeleSynergy, resulting in an ability to
limit increases in programming costs. In addition, upon the close of the
InterMedia, Falcon and Bresnan acquisitions, the InterMedia, Falcon and Bresnan
cable systems will no longer be able to obtain certain of their programming
services through affiliates of AT&T/BIS, formerly TCI. We expect that the impact
of any programming cost increases associated with the termination of these
arrangements will be more than offset by cost savings generated from our other
recent and pending acquisitions. Management believes it will, as a general
matter, be able to pass increases in its programming costs through to customers,
although we cannot assure you that it will be possible.

RATES

Pursuant to the Federal Communications Commission's rules, we have set
rates for cable-related equipment, such as converter boxes and remote control
devices, and installation services. These rates are based on actual costs plus a
11.25% rate of return. We have unbundled these charges from the charges for the
provision of cable service.

Rates charged to customers vary based on the market served and service
selected, and are typically adjusted on an annual basis. As of June 30, 1999,
the average monthly fee was $10.59 for basic service and $19.16 for expanded
basic service. Regulation of the expanded basic service was eliminated by
federal law as of March 31, 1999 and such rates are now based on market
conditions. A one-time installation fee, which may be waived in part during
certain promotional periods, is charged to new customers. We believe our rate
practices are in accordance with Federal Communications Commission Guidelines
and are consistent with those prevailing in the industry generally. See
"Regulation and Legislation".

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THEFT PROTECTION

The unauthorized tapping of cable plant and the unauthorized receipt of
programming using cable converters purchased through unauthorized sources are
problems which continue to challenge the entire cable industry. We have adopted
specific measures to combat the unauthorized use of our plant to receive
programming. For instance, in several of our regions, we have instituted a
"perpetual audit" whereby each technician is required to check at least four
other nearby residences during each service call to determine if there are any
obvious signs of piracy, namely, a drop line leading from the main cable line
into other homes. Addresses where the technician observes drop lines are then
checked against our customer billing records. If the address is not found in the
billing records, a sales representative calls on the unauthorized user to
correct the "billing discrepancy" and persuade the user to become a formal
customer. In our experience, approximately 25% of unauthorized users who are
solicited in this manner become customers. Billing records are then closely
monitored to guard against these new customers reverting to their status as
unauthorized users. Unauthorized users who do not convert are promptly
disconnected and, in certain instances, flagrant violators are referred for
prosecution. In addition, we have prosecuted individuals who have sold cable
converters programmed to receive our signals without proper authorization.

FRANCHISES

As of June 30, 1999, our systems operated pursuant to an aggregate of 1,247
franchises, permits and similar authorizations issued by local and state
governmental authorities. As of June 30, 1999, on a pro forma basis, we held
approximately 4,250 franchises in the aggregate. Each franchise is awarded by a
governmental authority and is usually not transferable unless the granting
governmental authority consents. Most franchises are subject to termination
proceedings in the event of a material breach. In addition, most franchises
require us to pay the granting authority a franchise fee of up to 5.0% of gross
revenues generated by cable television services under the franchise (i.e., the
maximum amount that may be charged under the Communications Act).

Our franchises have terms which range from 4 years to more than 32 years.
Prior to the scheduled expiration of most franchises, we initiate renewal
proceedings with the granting authorities. This process usually takes three
years but can take a longer period of time and often involves substantial
expense. The Communications Act provides for an orderly franchise renewal
process in which granting authorities may not unreasonably withhold renewals. If
a renewal is withheld and the granting authority takes over operation of the
affected cable system or awards it to another party, the granting authority must
pay the existing cable operator the "fair market value" of the system. The
Communications Act also established comprehensive renewal procedures requiring
that an incumbent franchisee's renewal application be evaluated on its own merit
and not as part of a comparative process with competing applications. In
connection with the

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franchise renewal process, many governmental authorities require the cable
operator make certain commitments, such as technological upgrades to the system,
which may require substantial capital expenditures. We cannot assure you,
however, that any particular franchise will be renewed or that it can be renewed
on commercially favorable terms. Our failure to obtain renewals of our
franchises, especially those in major metropolitan areas where we have the most
customers, would have a material adverse effect on our business, results of
operations and financial condition. See "Risk Factors -- Regulatory and
Legislative Matters". The following table summarizes our systems' franchises by
year of expiration, and approximate number of basic customers as of June 30,
1999 and does not reflect pending acquisitions or acquisitions closed since that
date.

<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
NUMBER OF OF TOTAL TOTAL BASIC OF TOTAL
YEAR OF FRANCHISE EXPIRATION FRANCHISES FRANCHISES CUSTOMERS CUSTOMERS
- ---------------------------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Prior to December 31, 1999............ 109 9% 275,000 10%
2000 to 2002.......................... 239 19% 608,000 22%
2003 to 2005.......................... 267 21% 525,000 19%
2006 or after......................... 632 51% 1,326,000 49%
----- --- --------- ---
Total............................ 1,247 100% 2,734,000 100%
</TABLE>

Under the 1996 Telecom Act, cable operators are not required to obtain
franchises in order to provide telecommunications services, and granting
authorities are prohibited from limiting, restricting or conditioning the
provision of such services. In addition, granting authorities may not require a
cable operator to provide telecommunications services or facilities, other than
institutional networks, as a condition of an initial franchise grant, a
franchise renewal, or a franchise transfer. The 1996 Telecom Act also limits
franchise fees to an operator's cable-related revenues and clarifies that they
do not apply to revenues that a cable operator derives from providing new
telecommunications services.

We believe our relations with the franchising authorities under which our
systems are operated are generally good. Substantially all of the material
franchises relating to our systems which are eligible for renewal have been
renewed or extended at or prior to their stated expiration dates.

COMPETITION

We face competition in the areas of price, service offerings, and service
reliability. We compete with other providers of television signals and other
sources of home entertainment. In addition, as we expand into additional
services such as Internet access, interactive services and telephony, we will
face competition from other providers of each type of service. See "Risk
Factors -- We operate in a very competitive business environment which could
adversely affect our business and operations".

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To date, we believe that we have not lost a significant number of
customers, or a significant amount of revenue, to our competitors' systems.
However, competition from other providers of the technologies we expect to offer
in the future may have a negative impact on our business in the future.

Through mergers such as the recent merger of Tele-Communications, Inc. and
AT&T, customers will come to expect a variety of services from a single
provider. While the TCI/AT&T merger has no direct or immediate impact on our
business, it encourages providers of cable and telecommunications services to
expand their service offerings. It also encourages consolidation in the cable
industry as cable operators recognize the competitive benefits of a large
customer base and expanded financial resources.

Key competitors today include:

- BROADCAST TELEVISION. Cable television has long competed with broadcast
television, which consists of television signals that the viewer is able to
receive without charge using a traditional "off-air" antenna. The extent of such
competition is dependent upon the quality and quantity of broadcast signals
available through "off-air" reception compared to the services provided by the
local cable system. The recent licensing of digital spectrum by the Federal
Communications Commission will provide incumbent television licenses with the
ability to deliver high definition television pictures and multiple
digital-quality program streams, as well as advanced digital services such as
subscription video.

- DBS. Direct broadcast satellite, known as DBS, has emerged as
significant competition to cable systems. The DBS industry has grown rapidly
over the last several years, far exceeding the growth rate of the cable
television industry, and now serves approximately 10 million subscribers
nationwide. DBS service allows the subscriber to receive video services directly
via satellite using a relatively small dish antenna. Moreover, video compression
technology allows DBS providers to offer more than 100 digital channels, thereby
surpassing the typical cable system. DBS, however, is limited in the local
programming it can provide because of the current capacity limitations of
satellite technology. In addition, existing copyright rules restrict the ability
of DBS providers to offer local broadcast programming. Congress is now
considering legislation that would remove these legal obstacles. After recent
mergers, the two primary DBS providers are DIRECTV and EchoStar Communications
Corporation. America Online Inc., the nation's leading provider of Internet
services has recently announced a plan to invest $1.5 billion in Hughes
Electronics Corp., DIRECTV, Inc.'s parent company, and these companies intend to
jointly market America Online's prospective Internet television service to
DIRECTV's DBS customers.

- DSL. The deployment of digital subscriber line technology, known as
DSL, will allow Internet access to subscribers at data transmission speeds
greater than those of modems over conventional telephone lines. Several
telephone companies and other companies are introducing DSL service. The

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Federal Communications Commission has initiated an administrative proceeding to
consider its authority and the possibility of rules to facilitate the deployment
of advanced communications services, including high speed broadband services and
interactive online Internet services. We are unable to predict the ultimate
outcome of any Federal Communications Commission proceeding, the likelihood of
success of the Internet access offered by our competitors or the impact on our
business and operations of these competitive ventures.

- TRADITIONAL OVERBUILDS. Cable television systems are operated under
non-exclusive franchises granted by local authorities. More than one cable
system may legally be built in the same area. Although still relatively
uncommon, it is possible that a franchising authority might grant a second
franchise to another cable operator and that franchise might contain terms and
conditions more favorable than those afforded us. In addition, entities willing
to establish an open video system, under which they offer unaffiliated
programmers non-discriminatory access to a portion of the system's cable system
may be able to avoid local franchising requirements. Well financed businesses
from outside the cable industry, such as the public utilities which already
possess fiber optic and other transmission lines in the areas they serve may
over time become competitors. There has been a recent increase in the number of
cities that have constructed their own cable systems, in a manner similar to
city-provided utility services. Constructing a competing cable system is a
capital intensive process which involves a high degree of risk. We believe that
in order to be successful, a competitor's overbuild would need to be able to
serve the homes and businesses in the overbuilt area on a more cost-effective
basis than us. Any such overbuild operation would require either significant
access to capital or access to facilities already in place that are capable of
delivering cable television programming.

We are aware of overbuild situations in six of our systems located in
Newnan, Columbus and West Point, Georgia; Barron, Wisconsin; and Lanett and
Valley, Alabama. Approximately 44,000 basic customers, approximately 1.6% of our
total basic customers, are passed by these overbuilds. Additionally, we have
been notified that franchises have been awarded, and present potential overbuild
situations, in four of our systems located in Southlake, Roanoke and Keller,
Texas and Willimantic, Connecticut. These potential overbuild areas service an
aggregate of approximately 45,000 basic customers or approximately 1.6% of our
total basic customers. In response to such overbuilds, these systems have been
designated priorities for the upgrade of cable plant and the launch of new and
enhanced services. We have upgraded each of these systems to at least 750
megahertz two-way HFC architecture, with the exceptions of our systems in
Columbus, Georgia, and Willimantic, Connecticut. Upgrades to at least 750
megahertz two-way HFC architecture with respect to these two systems are
expected to be completed by December 31, 2000 and December 31, 2001,
respectively.

- TELEPHONE COMPANIES AND UTILITIES. The competitive environment has been
significantly affected by both technological developments and regulatory

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changes enacted in The Telecommunications Act of 1996, which were designed to
enhance competition in the cable television and local telephone markets. Federal
cross-ownership restrictions historically limited entry by local telephone
companies into the cable television business. The 1996 Telecom Act modified this
cross-ownership restriction, making it possible for local exchange carriers who
have considerable resources to provide a wide variety of video services
competitive with services offered by cable systems.

As we expand our offerings to include Internet and other telecommunications
services, we will be subject to competition from other telecommunications
providers. The telecommunications industry is highly competitive and includes
competitors with greater financial and personnel resources, who have brand name
recognition and long-standing relationships with regulatory authorities.
Moreover, mergers, joint ventures and alliances among franchise, wireless or
private cable television operators, local exchange carriers and others may
result in providers capable of offering cable television, Internet, and
telecommunications services in direct competition with us.

Several telephone companies have obtained or are seeking cable television
franchises from local governmental authorities and are constructing cable
systems. Cross-subsidization by local exchange carriers of video and telephony
services poses a strategic advantage over cable operators seeking to compete
with local exchange carriers that provide video services. Some local exchange
carriers may choose to make broadband services available under the open video
regulatory framework of the Federal Communications Commission. In addition,
local exchange carriers provide facilities for the transmission and distribution
of voice and data services, including Internet services, in competition with our
existing or potential interactive services ventures and businesses, including
Internet service, as well as data and other non-video services. We cannot
predict the likelihood of success of the broadband services offered by our
competitors or the impact on us of such competitive ventures. The entry of
telephone companies as direct competitors in the video marketplace, however, is
likely to become more widespread and could adversely affect the profitability
and valuation of the systems.

Additionally, we are subject to competition from utilities which possess
fiber optic transmission lines capable of transmitting signals with minimal
signal distortion.

- SMATV. Additional competition is posed by satellite master antenna
television systems known as "SMATV systems" serving multiple dwelling units,
referred to in the cable industry as "MDU's", such as condominiums, apartment
complexes, and private residential communities. These private cable systems may
enter into exclusive agreements with such MDUs, which may preclude operators of
franchise systems from serving residents of such private complexes. Such private
cable systems can offer both improved reception of local television stations and
many of the same satellite-delivered program

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services which are offered by cable systems. SMATV systems currently benefit
from operating advantages not available to franchised cable systems, including
fewer regulatory burdens and no requirement to service low density or
economically depressed communities. Exemption from regulation may provide a
competitive advantage to certain of our current and potential competitors.

- WIRELESS DISTRIBUTION. Cable television systems also compete with
wireless program distribution services such as multi-channel multipoint
distribution systems or "wireless cable", known as MMDS. MMDS uses low-power
microwave frequencies to transmit television programming over-the-air to paying
customers. Wireless distribution services generally provide many of the
programming services provided by cable systems, and digital compression
technology is likely to increase significantly the channel capacity of their
systems. Both analog and digital MMDS services require unobstructed "line of
sight" transmission paths. While no longer as significant a competitor, analog
MMDS has impacted our customer growth in Riverside and Sacramento, California
and Missoula, Montana. Digital MMDS is a more significant competitor, presenting
potential challenges to us in Los Angeles, California and Atlanta, Georgia.

PROPERTIES

Our principal physical assets consist of cable television plant and
equipment, including signal receiving, encoding and decoding devices, headend
reception facilities, distribution systems and customer drop equipment for each
of our cable television systems. Our cable television plant and related
equipment are generally attached to utility poles under pole rental agreements
with local public utilities and telephone companies, and in certain locations
are buried in underground ducts or trenches. The physical components of our
cable television systems require maintenance and periodic upgrading to keep pace
with technological advances. We own or lease real property for signal reception
sites and business offices in many of the communities served by our systems and
for our principal executive offices. We own most of our service vehicles.

Our subsidiaries own the real property housing our regional data center in
Town & Country, Missouri, as well as the regional office for the Northeast
Region in Newtown, Connecticut and additional owned real estate located in
Hickory, North Carolina; Hammond, Louisiana; and West Sacramento and San Luis
Obispo, California. Our subsidiaries lease space for our regional data center
located in Dallas, Texas and additional locations for business offices
throughout our operating regions. Our headend locations are generally located on
owned or leased parcels of land, and we generally own the towers on which our
equipment is located.

All of our properties and assets are subject to liens securing payment of
indebtedness under the existing credit facilities. We believe that our
properties are in good operating condition and are suitable and adequate for our
business operations.

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EMPLOYEES

As of the closing of the offering, Charter Communications, Inc. will have
thirteen employees, all of whom are senior management. Pursuant to a services
agreement between Charter Communications, Inc. and Charter Investment, Inc.,
Charter Investment, Inc. will provide Charter Communications, Inc. with the
necessary personnel to manage Charter Communications Holding Company and its
subsidiaries. As of June 30, 1999, Charter Communications Holding Company's
subsidiaries had approximately 4,980 full-time equivalent employees of which 280
were represented by the International Brotherhood of Electrical Workers. We
believe we have a good relationship with our employees and have never
experienced a work stoppage. See "Certain Relationships and Related
Transactions".

INSURANCE

We have insurance to cover risks incurred in the ordinary course of
business, including general liability, property coverage, business interruption
and workers' compensation insurance in amounts typical of similar operators in
the cable industry and with reputable insurance providers. As is typical in the
cable industry, we do not insure our underground plant. We believe our insurance
coverage is adequate.

LEGAL PROCEEDINGS

We are involved from time to time in routine legal matters incidental to
our business. We believe that the resolution of such matters will not have a
material adverse impact on our financial position or results of operations.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 to register the Class A common stock offered by this
prospectus. This prospectus, which forms a part of the registration statement,
does not contain all the information included in that registration statement.
For further information about us and the Class A common stock offered in this
prospectus, you should refer to the registration statement and its exhibits.
After completion of the offering, we will be required to file annual, quarterly
and other information with the SEC. You may read and copy any document we file
with the SEC at the public reference facilities maintained by the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices at 3475 Lenox Road, N.E., Suite 1000, Atlanta, Georgia 30326-1232.
Copies of such material may be obtained from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You
can also review such material by accessing the SEC's Internet web site at
http:// www.sec.gov. This site contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC.

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We intend to furnish to each holder of our Class A common stock annual
reports containing audited financial statements and quarterly reports containing
unaudited financial information for the first three quarters of each fiscal
year. We will also furnish to each holder of our Class A common stock such other
reports as may be required by law.

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REGULATION AND LEGISLATION

The following summary addresses the key regulatory developments and
legislation affecting the cable television industry.

The operation of a cable system is extensively regulated by the Federal
Communications Commission, some state governments and most local governments.
The 1996 Telecom Act has altered the regulatory structure governing the nation's
communications providers. It removes barriers to competition in both the cable
television market and the local telephone market. Among other things, it also
reduces the scope of cable rate regulation and encourages additional competition
in the video programming industry by allowing local telephone companies to
provide video programming in their own telephone service areas.

The 1996 Telecom Act requires the Federal Communications Commission to
undertake a host of implementing rulemakings. Moreover, Congress and the Federal
Communications Commission have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect our
operations, and there have been calls in Congress and at the Federal
Communications Commission to maintain or even tighten cable regulation in the
absence of widespread effective competition.

CABLE RATE REGULATION. The 1992 Cable Act imposed an extensive rate
regulation regime on the cable television industry, which limited the ability of
cable companies to increase subscriber fees. Under that regime, all cable
systems are subject to rate regulation, unless they face "effective competition"
in their local franchise area. Federal law now defines "effective competition"
on a community-specific basis as requiring satisfaction of conditions rarely
satisfied in the current marketplace.

Although the Federal Communications Commission has established the
underlying regulatory scheme, local government units, commonly referred to as
local franchising authorities, are primarily responsible for administering the
regulation of the lowest level of cable -- the basic service tier, which
typically contains local broadcast stations and public, educational, and
government access channels. Before a local franchising authority begins basic
service rate regulation, it must certify to the Federal Communications
Commission that it will follow applicable federal rules. Many local franchising
authorities have voluntarily declined to exercise their authority to regulate
basic service rates. Local franchising authorities also have primary
responsibility for regulating cable equipment rates. Under federal law, charges
for various types of cable equipment must be unbundled from each other and from
monthly charges for programming services.

As of June 30, 1999, approximately 21% of our local franchising authorities
were certified to regulate basic tier rates. The 1992 Cable Act permits
communities to certify and regulate rates at any time, so that it is possible
that

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additional localities served by the systems may choose to certify and regulate
rates in the future.

The Federal Communications Commission itself directly administers rate
regulation of cable programming service tiers, which is expanded basic
programming offering more services than basic programming, which typically
contain satellite-delivered programming. Under the 1996 Telecom Act, the Federal
Communications Commission can regulate cable programming service tier rates only
if a local franchising authority first receives at least two rate complaints
from local subscribers and then files a formal complaint with the Federal
Communications Commission. When new cable programming service tier rate
complaints are filed, the Federal Communications Commission considers only
whether the incremental increase is justified and it will not reduce the
previously established cable programming service tier rate. We currently have
rate complaints relating to approximately 240,000 subscribers pending at the
Federal Communications Commission. Significantly, the Federal Communications
Commission's authority to regulate cable programming service tier rates expired
on March 31, 1999. The Federal Communications Commission has taken the position
that it will still adjudicate cable programming service tier complaints filed
after this sunset date, but no later than 180 days after the last cable
programming service tier rate increase imposed prior to March 31, 1999, and will
strictly limit its review, and possibly refund orders, to the time period
predating the sunset date. We do not believe any adjudications regarding these
pre-sunset complaints will have a material adverse effect on our business. The
elimination of cable programming service tier regulation, which is the rate
regulation of a particular level of packaged programming services, typically
referring to the expanded basic level of service, on a prospective basis affords
us substantially greater pricing flexibility.

Under the rate regulations of the Federal Communication Commission, most
cable systems were required to reduce their basic service tier and cable
programming service tier rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price cap scheme that allows for the
recovery of inflation and certain increased costs, as well as providing some
incentive for expanding channel carriage. The Federal Communications Commission
has modified its rate adjustment regulations to allow for annual rate increases
and to minimize previous problems associated with regulatory lag. Operators also
have the opportunity to bypass this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable. Cost of service regulation is a traditional form of rate
regulation, under which a utility is allowed to recover its costs of providing
the regulated service, plus a reasonable profit. The Federal Communications
Commission and Congress have provided various forms of rate relief for smaller
cable systems owned by smaller operations. Premium cable services offered on a
per-channel or per-program basis remain unregulated, as do affirmatively
marketed packages consisting entirely of new programming

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product. However, federal law requires that the basic service tier be offered to
all cable subscribers and limits the ability of operators to require purchase of
any cable programming service tier if a customer seeks to purchase premium
services offered on a per-channel or per-program basis, subject to a technology
exception which sunsets in 2002.

As noted above, Federal Communications Commission regulation of cable
programming service tier rates for all systems, regardless of size, sunset
pursuant to the 1996 Telecom Act on March 31, 1999. Certain legislators,
however, have called for new rate regulations if unregulated cost rates increase
dramatically. The 1996 Telecom Act also relaxes existing "uniform rate"
requirements by specifying that uniform rate requirements do not apply where the
operator faces "effective competition," and by exempting bulk discounts to
multiple dwelling units, although complaints about predatory pricing still may
be made to the Federal Communications Commission.

CABLE ENTRY INTO TELECOMMUNICATIONS. The 1996 Telecom Act creates a more
favorable environment for us to provide telecommunication services beyond
traditional video delivery. It provides that no state or local laws or
regulations may prohibit or have the effect of prohibiting any entity from
providing any interstate or intrastate telecommunications service. A cable
operator is authorized under the 1996 Telecom Act to provide telecommunication
services without obtaining a separate local franchise. States are authorized,
however, to impose "competitively neutral" requirements regarding universal
service, public safety and welfare, service quality, and consumer protection.
State and local governments also retain their authority to manage the public
rights-of-way and may require reasonable, competitively neutral compensation for
management of the public rights-of-way when cable operators provide
telecommunications service. The favorable pole attachment rates afforded cable
operators under federal law can be gradually increased by utility companies
owning the poles, beginning in 2001, if the operator provides telecommunications
service, as well as cable service, over its plant. The Federal Communications
Commission recently clarified that a cable operator's favorable pole rates are
not endangered by the provision of Internet access.

Cable entry into telecommunications will be affected by the regulatory
landscape now being developed by the Federal Communications Commission and state
regulators. One critical component of the 1996 Telecom Act to facilitate the
entry of new telecommunications providers, including cable operators, is the
interconnection obligation imposed on all telecommunications carriers. In July
1997, the Eighth Circuit Court of Appeals vacated certain aspects of the Federal
Communications Commission initial interconnection order but most of that
decision was reversed by the U.S. Supreme Court in January 1999. The Supreme
Court effectively upheld most of the Federal Communications Commission
interconnection regulations. Although these regulations should enable new
telecommunications entrants to reach viable interconnection agreements with
incumbent carriers, many issues, including whether the Federal

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Communications Commission ultimately can mandate that incumbent carriers make
available specific network elements, remains subject to further Federal
Communications Commission review. Aggressive regulation by the Federal
Communications Commission in this area, if upheld by the courts, would make it
easier for us to provide telecommunications service.

INTERNET SERVICE. Although there is at present no significant federal
regulation of cable system delivery of Internet services, and the Federal
Communications Commission recently issued a report to Congress finding no
immediate need to impose such regulation, this situation may change as cable
systems expand their broadband delivery of Internet services. In particular,
proposals have been advanced at the Federal Communications Commission and
Congress that would require cable operators to provide access to unaffiliated
Internet service providers and online service providers. Certain Internet
service providers also are attempting to use existing modes of access that are
commercially leased to gain access to cable system delivery. A petition on this
issue is now pending before the Federal Communications Commission. Finally, some
local franchising authorities are considering the imposition of mandatory
Internet access requirements as part of cable franchise renewals or transfers. A
federal district court in Portland, Oregon recently upheld the legal ability of
local franchising authority to impose such conditions, but an appeal has been
filed. Other local authorities have imposed or may impose mandatory Internet
access requirements on cable operators. These developments could, if they become
widespread, burden the capacity of cable systems and complicate our own plans
for providing Internet service.

TELEPHONE COMPANY ENTRY INTO CABLE TELEVISION. The 1996 Telecom Act
allows telephone companies to compete directly with cable operators by repealing
the historic telephone company/cable cross-ownership ban. Local exchange
carriers, including the regional telephone companies, can now compete with cable
operators both inside and outside their telephone service areas with certain
regulatory safeguards. Because of their resources, local exchange carriers could
be formidable competitors to traditional cable operators, and certain local
exchange carriers have begun offering cable service.

Various local exchange carriers currently are seeking to provide video
programming services within their telephone service areas through a variety of
distribution methods, including both the deployment of broadband wire facilities
and the use of wireless transmission.

Under the 1996 Telecom Act, local exchange carriers or any other cable
competitor providing video programming to subscribers through broadband wire
should be regulated as a traditional cable operator, subject to local
franchising and federal regulatory requirements, unless the local exchange
carrier or other cable competitor elects to deploy its broadband plant as an
open video system. To qualify for favorable open video system status, the
competitor must reserve two-thirds of the system's activated channels for
unaffiliated entities. The Fifth

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Circuit Court of Appeals recently reversed certain of the Federal Communications
Commission's open video system rules, including its preemption of local
franchising. That decision may be subject to further appeal. It is unclear what
effect this ruling will have on the entities pursuing open video system
operation.

Although local exchange carriers and cable operators can now expand their
offerings across traditional service boundaries, the general prohibition remains
on local exchange carrier buyouts of co-located cable systems. Co-located cable
systems are cable systems serving an overlapping territory. Cable operator
buyouts of co-located local exchange carrier systems, and joint ventures between
cable operators and local exchange carriers in the same market. The 1996 Telecom
Act provides a few limited exceptions to this buyout prohibition, including a
carefully circumscribed "rural exemption." The 1996 Telecom Act also provides
the Federal Communications Commission with the limited authority to grant
waivers of the buyout prohibition.

ELECTRIC UTILITY ENTRY INTO TELECOMMUNICATIONS/CABLE TELEVISION. The 1996
Telecom Act provides that registered utility holding companies and subsidiaries
may provide telecommunications services, including cable television,
notwithstanding the Public Utility Holding Company Act. Electric utilities must
establish separate subsidiaries, known as "exempt telecommunications companies"
and must apply to the Federal Communications Commission for operating authority.
Like telephone companies, electric utilities have substantial resources at their
disposal, and could be formidable competitors to traditional cable systems.
Several such utilities have been granted broad authority by the Federal
Communications Commission to engage in activities which could include the
provision of video programming.

ADDITIONAL OWNERSHIP RESTRICTIONS. The 1996 Telecom Act eliminates
statutory restrictions on broadcast/cable cross-ownership, including broadcast
network/cable restrictions, but leaves in place existing Federal Communications
Commission regulations prohibiting local cross-ownership between co-located
television stations and cable systems.

Pursuant to the 1992 Cable Act, the Federal Communications Commission
adopted rules precluding a cable system from devoting more than 40% of its
activated channel capacity to the carriage of affiliated national video program
services. Although the 1992 Cable Act also precluded any cable operator from
serving more than 30% of all U.S. domestic cable subscribers, this provision has
been stayed pending further judicial review and Federal Communications
Commission rulemaking.

MUST CARRY/RETRANSMISSION CONSENT. The 1992 Cable Act contains broadcast
signal carriage requirements. Broadcast signal carriage is the transmission of
broadcast television signals over a cable system to cable customers. These
requirements, among other things, allow local commercial television broadcast
stations to elect once every three years between a "must carry" status or a
"retransmission consent" status. Less popular stations

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typically elect must carry, which is the broadcast signal carriage requirement
that allows local commercial television broadcast stations to require a cable
system to carry the station. More popular stations, such as those affiliated
with a national network, typically elect retransmission consent which is the
broadcast signal carriage requirement that allows local commercial television
broadcast stations to negotiate for payments for granting permission to the
cable operator to carry the stations. Must carry requests can dilute the appeal
of a cable system's programming offerings because a cable system with limited
channel capacity may be required to forego carriage of popular channels in favor
of less popular broadcast stations electing must carry. Retransmission consent
demands may require substantial payments or other concessions. Either option has
a potentially adverse effect on our business. The burden associated with must
carry may increase substantially if broadcasters proceed with planned conversion
to digital transmission and the Federal Communications Commission determines
that cable systems must carry all analog and digital broadcasts in their
entirety. This burden would reduce capacity available for more popular video
programming and new internet and telecommunication offerings. A rulemaking is
now pending at the Federal Communications Commission regarding the imposition of
dual digital and analog must carry.

ACCESS CHANNELS. Local franchising authorities can include franchise
provisions requiring cable operators to set aside certain channels for public,
educational and governmental access programming. Federal law also requires cable
systems to designate a portion of their channel capacity, up to 15% in some
cases, for commercial leased access by unaffiliated third parties. The Federal
Communications Commission has adopted rules regulating the terms, conditions and
maximum rates a cable operator may charge for commercial leased access use. We
believe that requests for commercial leased access carriages have been
relatively limited. A new request has been forwarded to the Federal
Communications Commission, however, requesting that unaffiliated Internet
service providers be found eligible for commercial leased access. Although we do
not believe such use is in accord with the governing statute, a contrary ruling
could lead to substantial leased activity by Internet service providers and
disrupt our own plans for Internet service.

ACCESS TO PROGRAMMING. To spur the development of independent cable
programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers. Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring their cable operators over new competitors and requires such
programmers to sell their programming to other multichannel video distributors.
This provision limits the ability of vertically integrated cable programmers to
offer exclusive programming arrangements to cable companies. Recently, there has
been increased interest in further restricting the marketing practices of cable
programmers, including subjecting programmers who are not affiliated with cable

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operators to all of the existing program access requirements, and subjecting
terrestrially delivered programming to the program access requirements.
Terrestrially delivered programming is programming delivered other than by
satellite. These changes should not have a dramatic impact on us, but would
limit potential competitive advantages we now enjoy.

INSIDE WIRING; SUBSCRIBER ACCESS. In an order issued in 1997, the Federal
Communications Commission established rules that require an incumbent cable
operator upon expiration of a multiple dwelling unit service contract to sell,
abandon, or remove "home run" wiring that was installed by the cable operator in
a multiple dwelling unit building. These inside wiring rules are expected to
assist building owners in their attempts to replace existing cable operators
with new programming providers who are willing to pay the building owner a
higher fee, where such a fee is permissible. The Federal Communications
Commission has also proposed abrogating all exclusive multiple dwelling unit
service agreements held by incumbent operators, but allowing such contracts when
held by new entrants. In another proceeding, the Federal Communications
Commission has preempted restrictions on the deployment of private antenna on
rental property within the exclusive use of a tenant, such as balconies and
patios. This Federal Communications Commission ruling may limit the extent to
which we along with multiple dwelling unit owners may enforce certain aspects of
multiple dwelling unit agreements which otherwise prohibit, for example,
placement of digital broadcast satellite receiver antennae in multiple dwelling
unit areas under the exclusive occupancy of a renter. These developments may
make it even more difficult for us to provide service in multiple dwelling unit
complexes.

OTHER REGULATIONS OF THE FEDERAL COMMUNICATIONS COMMISSION. In addition
to the Federal Communications Commission regulations noted above, there are
other regulations of the Federal Communications Commission covering such areas
as:

- equal employment opportunity,

- subscriber privacy,

- programming practices, including, among other things,

(1) syndicated program exclusivity, which is a Federal Communications
Commission rule which requires a cable system to delete particular
programming offered by a distant broadcast signal carried on the
system which duplicates the programming for which a local broadcast
station has secured exclusive distribution rights,

(2) network program nonduplication,

(3) local sports blackouts,

(4) indecent programming,

(5) lottery programming,

(6) political programming,

(7) sponsorship identification,

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(8) children's programming advertisements, and

(9) closed captioning,

- registration of cable systems and facilities licensing,

- maintenance of various records and public inspection files,

- aeronautical frequency usage,

- lockbox availability,

- antenna structure notification,

- tower marking and lighting,

- consumer protection and customer service standards,

- technical standards,

- consumer electronics equipment compatibility, and

- emergency alert systems.

The Federal Communications Commission recently ruled that cable customers
must be allowed to purchase cable converters from third parties and established
a multi-year phase-in during which security functions, which would remain in the
operator's exclusive control, would be unbundled from basic converter functions,
which could then be satisfied by third party vendors. The Federal Communications
Commission has the authority to enforce its regulations through the imposition
of substantial fines, the issuance of cease and desist orders and/or the
imposition of other administrative sanctions, such as the revocation of Federal
Communications Commission licenses needed to operate certain transmission
facilities used in connection with cable operations.

COPYRIGHT. Cable television systems are subject to federal copyright
licensing covering carriage of television and radio broadcast signals. In
exchange for filing certain reports and contributing a percentage of their
revenues to a federal copyright royalty pool, that varies depending on the size
of the system, the number of distant broadcast television signals carried, and
the location of the cable system, cable operators can obtain blanket permission
to retransmit copyrighted material included in broadcast signals. The possible
modification or elimination of this compulsory copyright license is the subject
of continuing legislative review and could adversely affect our ability to
obtain desired broadcast programming. We cannot predict the outcome of this
legislative activity. Copyright clearances for nonbroadcast programming services
are arranged through private negotiations.

Cable operators distribute locally originated programming and advertising
that use music controlled by the two principal major music performing rights
organizations, the Association of Songwriters, Composers, Artists and Producers
and Broadcast Music, Inc. The cable industry and Broadcast Music have reached a
standard licensing agreement, and negotiations with the Association of
Songwriters are ongoing. Although we cannot predict the ultimate outcome of
these industry negotiations or the amount of any license fees we may be

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required to pay for past and future use of association-controlled music, we do
not believe such license fees will be significant to our business and
operations.

STATE AND LOCAL REGULATION. Cable television systems generally are
operated pursuant to nonexclusive franchises granted by a municipality or other
state or local government entity in order to cross public rights-of-way. Federal
law now prohibits local franchising authorities from granting exclusive
franchises or from unreasonably refusing to award additional franchises. Cable
franchises generally are granted for fixed terms and in many cases include
monetary penalties for non-compliance and may be terminable if the franchisee
failed to comply with material provisions.

The specific terms and conditions of franchises vary materially between
jurisdictions. Each franchise generally contains provisions governing cable
operations, service rates, franchising fees, system construction and maintenance
obligations, system channel capacity, design and technical performance, customer
service standards, and indemnification protections. A number of states,
including Connecticut, subject cable systems to the jurisdiction of centralized
state governmental agencies, some of which impose regulation of a character
similar to that of a public utility. Although local franchising authorities have
considerable discretion in establishing franchise terms, there are certain
federal limitations. For example, local franchising authorities cannot insist on
franchise fees exceeding 5% of the system's gross cable-related revenues, cannot
dictate the particular technology used by the system, and cannot specify video
programming other than identifying broad categories of programming.

Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the local franchising authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and service or increased
franchise fees as a condition of renewal. Similarly, if a local franchising
authority's consent is required for the purchase or sale of a cable system or
franchise, such local franchising authority may attempt to impose more
burdensome or onerous franchise requirements in connection with a request for
consent. Historically, most franchises have been renewed for and consents
granted to cable operators that have provided satisfactory services and have
complied with the terms of their franchise.

Under the 1996 Telecom Act, cable operators are not required to obtain
franchises for the provision of telecommunications services, and local
franchising authorities are prohibited from limiting, restricting, or
conditioning the provision of such services. In addition, local franchising
authorities may not require a cable operator to provide any telecommunications
service or facilities, other than institutional networks under certain
circumstances, as a condition of an initial franchise grant, a franchise
renewal, or a franchise transfer. The 1996 Telecom Act also provides that
franchising fees are limited to an operator's cable-related revenues and do not
apply to revenues that a cable operator derives from providing new
telecommunications services.

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

As of the completion of the offering, the following will be the executive
officers and directors of Charter Communications, Inc. As of the date of this
prospectus, there are three directors of Charter Communications, Inc. Upon the
closing of the offering, two independent directors will be appointed to the
board. After the offering, one additional director will be appointed to the
board. All directors will serve until Charter Communications, Inc.'s next annual
meeting. Holders of Class B common stock are entitled to elect all but one of
the directors. The remaining director is elected by the holders of Class B
common stock and Class A common stock voting together as a class.

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS AS OF THE
DATE OF THIS PROSPECTUS AGE POSITION
- ------------------------------------------ --- --------
<S> <C> <C>
Paul G. Allen................................ 46 Chairman of the Board of Directors
William D. Savoy............................. 35 Director
Jerald L. Kent............................... 43 President, Chief Executive Officer and Director
Barry L. Babcock............................. 52 Vice Chairman
Howard L. Wood............................... 60 Vice Chairman
David G. Barford............................. 41 Senior Vice President of Operations -- Western
Division
Mary Pat Blake............................... 44 Senior Vice President -- Marketing and
Programming
Eric A. Freesmeier........................... 46 Senior Vice President -- Administration
Thomas R. Jokerst............................ 50 Senior Vice President -- Advanced Technology
Development
Kent D. Kalkwarf............................. 39 Senior Vice President and Chief Financial
Officer
Ralph G. Kelly............................... 42 Senior Vice President -- Treasurer
David L. McCall.............................. 44 Senior Vice President of Operations -- Eastern
Division
John C. Pietri............................... 49 Senior Vice President -- Engineering
Steven A. Schumm............................. 46 Executive Vice President, Assistant to the
President
Curtis S. Shaw............................... 50 Senior Vice President, General Counsel and
Secretary
Stephen E. Silva............................. 39 Senior Vice President -- Corporate Development
and Technology
DIRECTORS TO BE APPOINTED UPON OR AFTER
CLOSING OF THE OFFERING
- ---------------------------------------------
Nancy B. Peretsman........................... 45 Director
DIRECTOR TO BE APPOINTED AFTER THE OFFERING
- ---------------------------------------------
Marc B. Nathanson............................ 53 Director
</TABLE>

The following sets forth certain biographical information with respect to
our executive officers, directors and director nominees.

PAUL G. ALLEN is the Chairman of the board of directors of Charter
Communications, Inc. and of the board of directors of Charter Investment, Inc.
Mr. Allen has been a private investor for more than five years, with interests
in a

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wide variety of companies, many of which focus on multimedia digital
communications. Such companies include Interval Research Corporation, of which
Mr. Allen is a director, Vulcan Ventures, Inc., of which Mr. Allen is the
President, Chief Executive Officer and Chairman of the board of directors,
Vulcan Northwest, Inc., of which Mr. Allen is the Chairman of the board, Vulcan
Programming, Inc. and Vulcan Cable III Inc. In addition, Mr. Allen is the owner
and the Chairman of the board of directors of the Portland Trail Blazers of the
National Basketball Association, and is the owner and the Chairman of the board
of directors of the Seattle Seahawks of the National Football League. Mr. Allen
currently serves as a director of Microsoft Corporation and USA Networks, Inc.
and also serves as a director of various private corporations.

WILLIAM D. SAVOY is a director of Charter Communications, Inc., Charter
Holdings and Charter Investment, Inc. Since 1990, Mr. Savoy has been an officer
and a director for many affiliates of Mr. Allen, including Vice President and a
director of Vulcan Ventures, President of Vulcan Northwest, President and a
director of Vulcan Programming and President and director of Vulcan Cable III
Inc. From 1987 until November 1990, Mr. Savoy was employed by Layered, Inc. and
became its President in 1988. Mr. Savoy serves on the Advisory Board of
DreamWorks SKG and also serves as director of CNET, Inc., Go2Net, Inc.,
Harbinger Corporation, High Speed Access Corp., Metricom, Inc., Telescan, Inc.,
Ticketmaster Online -- CitySearch, Inc., USA Networks, Inc. and Value America,
Inc. Mr. Savoy holds a B.S. in computer science, accounting and finance from
Atlantic Union College.

JERALD L. KENT is the President, Chief Executive Officer and director of
Charter Communications, Inc., Charter Holdings, Charter Communications Holdings
Capital Corporation and Charter Investment, Inc. and has previously held the
position of Chief Financial Officer of Charter Investment, Inc. Prior to co-
founding Charter Investment, Inc. in 1994, Mr. Kent was associated with Cencom
Cable Associates, Inc., where he served as Executive Vice President and Chief
Financial Officer. Mr. Kent also served Cencom as Senior Vice President of
Finance from May 1987, Senior Vice President of Acquisitions and Finance from
July 1988, and Senior Vice President and Chief Financial Officer from January
1989. Mr. Kent is a member of the board of directors of High Speed Access Corp.,
Cable Television Laboratories, Inc. and Com21 Inc. Prior to that time, Mr. Kent
was employed by Arthur Andersen LLP, certified public accountants, where he
attained the position of tax manager. Mr. Kent, a certified public accountant,
received his undergraduate and M.B.A. degrees with honors from Washington
University (St. Louis).

BARRY L. BABCOCK is Vice Chairman of Charter Communications, Inc. and is a
co-founder and Vice Chairman of Charter Investment, Inc. and has been involved
in the cable industry since 1979. Prior to founding Charter Investment, Inc. in
1994, Mr. Babcock was associated with Cencom Cable Associates, Inc., where he
served as the Executive Vice President from February 1986 to September 1991, and
was named Chief Operating Officer in May of 1986.

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Mr. Babcock was one of the founders of Cencom and, prior to the duties he
assumed in early 1986, was responsible for all of Cencom's in-house legal work,
contracts and governmental relations. Mr. Babcock serves as the Chairman of the
board of directors of Community Telecommunications Association. He also serves
as a director of the National Cable Television Association, Cable in the
Classroom and Mercantile Bank -- St. Louis. Mr. Babcock, an attorney, received
his undergraduate and J.D. degrees from the University of Oklahoma.

HOWARD L. WOOD is Vice Chairman of Charter Communications, Inc. and Charter
Investment, Inc. and is a co-founder of Charter Investment, Inc. Prior to
founding Charter Investment, Inc. in 1994, Mr. Wood was associated with Cencom
Cable Associates, Inc. Mr. Wood joined Cencom as President, Chief Financial
Officer and director and assumed the additional position of Chief Executive
Officer effective January 1, 1989. Prior to that time, Mr. Wood was a partner in
Arthur Andersen LLP, certified public accountants, where he served as
Partner-in-Charge of the St. Louis Tax Division from 1973 until joining Cencom.
Mr. Wood is a certified public accountant and a member of the American Institute
of Certified Public Accountants. He also serves as a director of VanLiner Group,
Inc., First State Bank and Gaylord Entertainment Company. Mr. Wood serves as
Commissioner for the Missouri Department of Conservation. He is also a past
Chairman of the board of directors and former director of the St. Louis College
of Pharmacy. Mr. Wood graduated with honors from Washington University (St.
Louis) School of Business.

DAVID G. BARFORD is Senior Vice President of Operations -- Western Division
of Charter Communications, Inc. and Charter Investment, Inc. where he has
primary responsibility for all cable operations in the Central, Western, North
Central and MetroPlex Regions. Prior to joining Charter Investment, Inc. in July
1995, he served as Vice President of Operations and New Business Development for
Comcast Cable Communications, Inc., where he held various senior marketing and
operating roles since November 1986. Mr. Barford received a B.A. degree from
California State University, Fullerton and an M.B.A. from National University in
La Jolla, California.

MARY PAT BLAKE is Senior Vice President -- Marketing and Programming of
Charter Communications, Inc. and Charter Investment, Inc. and is responsible for
all aspects of marketing, sales and programming and advertising sales. Prior to
joining Charter Investment, Inc. in August 1995, Ms. Blake was active in the
emerging business sector, and formed Blake Investments, Inc. in September 1993,
which created, operated and sold a branded coffeehouse and bakery. From
September 1990 to August 1993, Ms. Blake served as Director -- Marketing for
Brown Shoe Company. Ms. Blake has 18 years of experience with senior management
responsibilities in marketing, sales, finance, systems, and general management
with companies such as The West Coast Group, Pepsico Inc.-Taco Bell Division,
General Mills, Inc. and ADP Network Services, Inc. Ms. Blake received a B.S.
degree from the University of Minnesota, and an M.B.A. degree from the Harvard
Business School.

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ERIC A. FREESMEIER is Senior Vice President -- Administration of Charter
Communications, Inc. and Charter Investment, Inc. and is responsible for human
resources, public relations and communications, corporate facilities and
aviation. From 1986 until joining Charter Investment, Inc. in April 1998, he
served in various executive management positions at Edison Brothers Stores,
Inc., a specialty retail company where his most recent position was Executive
Vice President -- Human Resources and Administration. From 1974 to 1986, Mr.
Freesmeier held management and executive positions with Montgomery Ward, a
national mass merchandise retailer, and its various subsidiaries. Mr. Freesmeier
holds Bachelor of Business degrees in marketing and industrial relations from
the University of Iowa and a Masters of Management degree in finance from
Northwestern University's Kellogg Graduate School of Management.

THOMAS R. JOKERST is Senior Vice President -- Advanced Technology
Development of Charter Communications, Inc. and Charter Investment, Inc. Prior
to his appointment to this position, Mr. Jokerst held the position of Senior
Vice President -- Engineering since December 1993. Prior to joining Charter
Investment, Inc., from March 1991 to March 1993, Mr. Jokerst served as Vice
President -- Office of Science and Technology for Cable Television Laboratories
in Boulder, Colorado. From June 1976 to March 1993, Mr. Jokerst was Director of
Engineering for the midwest region of Continental Cablevision. Mr. Jokerst
participates in professional activities with the National Cable Television
Association, SCTE and Cable Television Laboratories. Mr. Jokerst is a graduate
of Ranken Technical Institute in St. Louis with a degree in communications
electronics and computer technology and of Southern Illinois University in
Carbondale, Illinois with a degree in electronics technology.

KENT D. KALKWARF is Senior Vice President and Chief Financial Officer of
Charter Communications, Inc., Charter Holdings, Charter Communications Holdings
Capital Corporation and Charter Investment, Inc. Prior to joining Charter
Investment, Inc. in 1995, Mr. Kalkwarf was a senior tax manager for Arthur
Andersen LLP, from 1982 to July 1995. Mr. Kalkwarf has extensive experience in
cable, real estate and international tax issues. Mr. Kalkwarf has a B.S. degree
from Illinois Wesleyan University and is a certified public accountant.

RALPH G. KELLY is Senior Vice President -- Treasurer of Charter
Communications, Inc., Charter Holdings, Charter Communications Holdings Capital
Corporation and Charter Investment, Inc. Mr. Kelly joined Charter Investment
Inc. in 1993 as Vice President -- Finance, a position he held until early 1994
when he became Chief Financial Officer of CableMaxx, Inc., a wireless cable
television operator. Mr. Kelly returned to Charter Investment, Inc. as Senior
Vice President -- Treasurer in February 1996, and has responsibility for
treasury operations, investor relations and financial reporting. From 1984 to
1993, Mr. Kelly was associated with Cencom Cable Associates, Inc. where he held
the positions of Controller from 1984 to 1989 and Treasurer from 1990 to 1993.
Mr. Kelly is a certified public accountant and was in the audit division of
Arthur Andersen LLP from 1979 to 1984. Mr. Kelly received his undergraduate

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<PAGE> 168

degree in accounting from the University of Missouri -- Columbia and his M.B.A.
from Saint Louis University.

DAVID L. MCCALL is Senior Vice President of Operations -- Eastern Division
of Charter Communications, Inc. and Charter Investment, Inc. Mr. McCall joined
Charter Investment, Inc. in January 1995 as Regional Vice President Operations
and has primary responsibility for all cable system operations managed by
Charter Investment, Inc. in the Southeast, Southern and Northeast Regions of the
United States. Prior to joining Charter Investment, Inc., Mr. McCall was
associated with Crown Cable and its predecessor company, Cencom Cable
Associates, Inc., from 1983 to 1994. As a Regional Manager of Cencom, Mr.
McCall's responsibilities included supervising all aspects of operations for
systems located in North Carolina, South Carolina and Georgia, consisting of
over 142,000 customers. From 1977 to 1982, Mr. McCall was System Manager of
Coaxial Cable Developers (known as Teleview Cablevision) in Simpsonville, South
Carolina. Mr. McCall has served as a director of the South Carolina Cable
Television Association for the past ten years.

JOHN C. PIETRI is Senior Vice President -- Engineering of Charter
Communications, Inc. and Charter Investment, Inc. since November 1998. Prior to
joining Charter Investment, Inc. Mr. Pietri was with Marcus in Dallas, Texas for
eight years, most recently serving as Senior Vice President and Chief Technical
Officer. Prior to Marcus, Mr. Pietri served as Regional Technical Operations
Manager for West Marc Communications in Denver, Colorado, and before that he
served as Operations Manager with Minnesota Utility Contracting. Mr. Pietri
attended the University of Wisconsin-Oshkosh.

STEVEN A. SCHUMM is Executive Vice President and Assistant to the President
of Charter Communications, Inc., Charter Holdings, Charter Communications
Holdings Capital Corporation and Charter Investment, Inc. Mr. Schumm joined
Charter Investment, Inc. in December 1998 and currently directs the MIS
Regulatory and Financial Controls Groups. Prior to joining Charter Investment,
Inc., Mr. Schumm was managing partner of the St. Louis office of Ernst & Young
LLP. Mr. Schumm was with Ernst & Young LLP for 24 years and was a partner of the
firm for 14 of those years. Mr. Schumm held various management positions with
Ernst & Young LLP, including the Director of Tax Services for the three-city
area of St. Louis, Kansas City and Wichita and then National Director of
Industry Tax Services. He served as one of 10 members comprising the firm's
National Tax Committee. Mr. Schumm earned a B.S. degree from Saint Louis
University with a major in accounting.

CURTIS S. SHAW is Senior Vice President, General Counsel and Secretary of
Charter Communications, Inc., Charter Holdings, Charter Communications Holdings
Capital Corporation and Charter Investment, Inc. and is responsible for all
legal aspects of their businesses, government relations and the duties of the
corporate secretary. Prior to joining Charter Investment, Inc. in February 1997,
Mr. Shaw served as Corporate Counsel to NYNEX since 1988. From 1983 until

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<PAGE> 169

1988, Mr. Shaw served as Associate General Counsel for Occidental Chemical
Corporation, and, from 1986 until 1988, as Vice President and General Counsel of
its largest operating division. Mr. Shaw has 25 years of experience as a
corporate lawyer, specializing in mergers and acquisitions, joint ventures,
public offerings, financings, and federal securities and antitrust law. Mr. Shaw
received a B.A. with honors from Trinity College and a J.D. from Columbia
University School of Law.

STEPHEN E. SILVA is Senior Vice President -- Corporate Development and
Technology of Charter Communications, Inc. and Charter Investment, Inc. and is
responsible for strategic development, testing and initial rollout of new
products and services. From 1983 until joining Charter Investment, Inc. in May
1995, Mr. Silva served in various management positions at U.S. Computer
Services, Inc. (doing business as CableData), a service bureau organization
engaged in customer billing services. Mr. Silva joined Charter Investment, Inc.
as Director of Billing Services, and was promoted to Vice
President -- Information Services in December 1996. Mr. Silva became Vice
President -- Corporate Development and Technology in March 1998, and was
promoted to Senior Vice President -- Corporate Development and Technology in
August 1999. Mr. Silva is a member of the board of directors of High Speed
Access Corp.

DIRECTORS TO BE APPOINTED UPON CLOSING OF THE OFFERING

NANCY B. PERETSMAN has agreed to join the board of Charter Communications,
Inc. in September 1999 and has been a managing director and executive vice
president of Allen & Company Incorporated, an investment bank, since June 1995.
Prior to joining Allen & Company Incorporated, Ms. Peretsman had been an
investment banker since 1983 at Salomon Brothers Inc, where she was a managing
director since 1990. She served for fourteen years on the Board of Trustees of
Princeton University and is currently an emerita trustee. Ms. Peretsman also is
vice chairman of the board of The New School and serves on the board of Oxygen
Media, Inc., an Internet and cable television enterprise. Ms. Peretsman also
serves on the board of NewSub Services, Inc. and Priceline.com Incorporated.

We intend to name an additional outside director prior to the offering who
will be appointed upon the closing of the offering.

DIRECTOR TO BE APPOINTED AFTER THE OFFERING

MARC B. NATHANSON has been Chairman of the board and chief executive
officer of Falcon Holding Group, Inc. and its predecessors since 1975, and prior
to September 1995 also served as president. Upon the closing of the Falcon
acquisition, Mr. Nathanson will be employed by Charter Communications, Inc. in a
non-executive position as Vice Chairman. Prior to 1975, Mr. Nathanson was vice
president of marketing for Teleprompter Corporation, then the largest cable
operator in the United States. He also held executive positions with Warner
Cable and Cypress Communications Corporation. He is a former president of the

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<PAGE> 170

California Cable Television Association and a member of Cable Pioneers. He is
currently a director of the National Cable Television Association. Mr. Nathanson
has served as Chairman of the board, chief executive officer and president of
Enstar Communications Corporation since October 1988, and is an Advisory Board
member of TVA, (Brazil). Mr. Nathanson was appointed by President Clinton on
November 1, 1998 as Chair of the Board of Governors for the International Bureau
of Broadcasting, which oversees Voice of America, Radio/TV Marti, Radio Free
Asia, Radio Free Europe and Radio Liberty. Mr. Nathanson is a trustee of the
Annenburg School of Communications at the University of Southern California and
a member of the Board of Visitors of the Anderson School of Management at UCLA.
In addition, he serves on the Board of the UCLA Foundation and the UCLA Center
for Communications Policy and is on the Board of Governors of AIDS Project Los
Angeles and Cable Positive.

MUTUAL SERVICES AGREEMENT

Charter Communications, Inc. and Charter Investment, Inc. will enter into a
mutual services agreement to be effective upon the closing of the offering.
Pursuant to the mutual services agreement, each entity agrees to provide
services to the other as may be reasonably requested in order to manage Charter
Communications Holding Company and to manage and operate our cable systems. In
addition, officers of Charter Investment, Inc. will also serve as officers of
Charter Communications, Inc. The officers and employees of each entity will be
available to the other to provide the services described above. All expenses and
costs incurred with respect to the services provided will be paid by Charter
Communications, Inc.

COMMITTEES OF THE BOARD OF DIRECTORS

At the same time Charter Communications, Inc. completes this offering, it
will establish an audit committee and a compensation committee, each composed of
two outside directors. The audit committee will recommend the annual appointment
of Charter Communications, Inc.'s auditors with whom the audit committee will
review the scope of audit and non-audit assignments and related fees, accounting
principles used in Charter Communications, Inc.'s financial reporting, internal
auditing procedures and the adequacy of Charter Communications, Inc.'s internal
control procedures. The compensation committee will make recommendations to the
board regarding compensation for Charter Communications, Inc.'s executive
officers.

DIRECTOR COMPENSATION

The employee directors of Charter Communications, Inc. are not entitled to
any compensation for serving as a director, nor are they paid any fees for
attendance at any meeting of the board of directors. Non-employee directors will
be compensated in a manner to be determined. Directors may be reimbursed for

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<PAGE> 171

the actual reasonable costs incurred in connection with attendance at board
meetings.

EMPLOYMENT AGREEMENTS

Effective as of December 23, 1998, Jerald L. Kent entered into an
employment agreement with Paul G. Allen for a three-year term with automatic
one-year renewals. The employment agreement was assigned from Mr. Allen to
Charter Investment, Inc. as of December 23, 1998. Under this agreement, Mr. Kent
agrees to serve as President and Chief Executive Officer of Charter Investment,
Inc., with responsibility for the nationwide general management, administration
and operation of all present and future business of Charter Investment, Inc. and
its subsidiaries. During the initial term of the agreement, Mr. Kent will
receive an annual base salary of $1,250,000, or such higher rate as may from
time to time be determined by the board of directors in its discretion. In
addition, Mr. Kent will be eligible to receive an annual bonus in an aggregate
amount not to exceed $625,000, to be determined by the board based on an
assessment of the performance of Mr. Kent as well as the achievement of certain
financial targets.

Under the agreement, Mr. Kent is entitled to participate in any disability
insurance, pension, or other benefit plan afforded to employees generally or
executives of Charter Investment, Inc. Mr. Kent will be reimbursed by Charter
Investment, Inc. for life insurance premiums up to $30,000 per year, and is
granted personal use of Charter Investment's airplane. Mr. Kent was also granted
a car valued at up to $100,000 and membership fees and dues for his membership
in a country club of his choice, but has not exercised either of these benefits.
He may exercise them in the future. Also under this agreement and a related
agreement with Charter Communications Holding Company, Mr. Kent received options
to purchase three percent (3%) of the equity value of all cable systems managed
by Charter Investment, Inc. on the date of the grant, or 7,044,127 Charter
Communications Holding Company membership units. The options have a term of ten
years and vested twenty-five percent (25%) on December 23, 1998. The remaining
seventy-five percent (75%) will vest 1/36 on the first day of each of 36 months
commencing on the first day of the thirteenth month following December 23, 1998.

Charter Investment, Inc. agrees to indemnify and hold harmless Mr. Kent to
the maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses in connection with or arising out of the
performance by Mr. Kent of his duties.

In the event of the termination of the agreement by Charter Investment,
Inc. without cause or by Mr. Babcock for good reason:

- Charter Investment, Inc. will pay to Mr. Babcock an amount equal to the
aggregate base salary due to Mr. Babcock for the remainder of the term of
the agreement; and

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<PAGE> 172

- vested options, if any, of Mr. Babcock, will be redeemed for cash for
their then-current intrinsic value.

Unvested options will be treated as set forth in the option plan to be adopted
as discussed above.

Charter Investment, Inc. will assign Mr. Babcock's employment agreement to
Charter Communications, Inc. and Charter Communications, Inc. will assume all
rights and obligations of Charter Investment, Inc. under the agreement.

Effective as of December 23, 1998, Howard L. Wood entered into an
employment agreement with Paul G. Allen for a one-year term with automatic
one-year renewals. The employment agreement was assigned from Mr. Allen to
Charter Investment, Inc. as of December 23, 1998. Under this agreement, Mr. Wood
agrees to serve as an officer of Charter Investment, Inc. During the initial
term of the agreement, Mr. Wood will receive a base salary of $312,500, or such
higher rate as may be determined by the Chief Executive Officer in his
discretion. In addition, Mr. Wood will be eligible to receive an annual bonus to
be determined by the board of directors in its discretion. Mr. Wood received a
one-time payment as part of his employment agreement of $250,000.

Under the agreement, Mr. Wood is entitled to participate in any disability
insurance, pension or other benefit plan afforded to employees generally or
executives of Charter Investment, Inc. Charter Investment, Inc. also agreed to
make available to Mr. Wood for his personal use Charter Investment, Inc.'s
airplane.

Charter Investment, Inc. agrees to indemnify and hold harmless Mr. Wood to
the maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses in connection with or arising out of the
performance by Mr. Wood of his duties.

In the event of the termination of the agreement by Charter Investment,
Inc. without cause or by Mr. Wood for good reason, Charter Investment, Inc. will
pay to Mr. Wood an amount equal to the aggregate base salary due to Mr. Wood for
the remainder of the term of the agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Upon completion of the offering, Charter Communications, Inc. will appoint
two outside directors who will form Charter Communications, Inc.'s compensation
committee.

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<PAGE> 173

EXECUTIVE COMPENSATION

Charter Communications, Inc. has not paid any compensation to its executive
officers. Immediately prior to the offering, the executive officers will no
longer be paid by Charter Investment, Inc. and will become paid employees of
Charter Communications, Inc. These employees will remain as unpaid officers of
Charter Investment, Inc. The employment agreements of Messrs. Kent, Babcock and
Wood will be assigned from Charter Investment, Inc. to Charter Communications,
Inc. Pursuant to a mutual services agreement between Charter Communications,
Inc. and Charter Investment, Inc., to be effective upon closing of the offering,
each of those entities agrees to provide services to each other, including the
knowledge and expertise of their respective officers. See "-- Mutual Services
Agreement".

The following table sets forth information regarding the compensation paid
by Charter Investment, Inc. during its last completed fiscal year to the
President and Chief Executive Officer and each of the other four most highly
compensated executive officers as of December 31, 1998. This compensation was
paid to these executive officers by certain of our subsidiaries and affiliates
for their services to these entities.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARD
--------------------------------------- ------------
YEAR OTHER SECURITIES
ENDED ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION DEC. 31 SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)
- --------------------------- ------- --------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Jerald L. Kent............... 1998 790,481 641,353 -- 7,044,127(1) 18,821(2)
President and Chief
Executive Officer
Barry L. Babcock............. 1998 575,000 925,000(3) -- -- 41,866(4)
Vice Chairman
Howard L. Wood............... 1998 575,000 675,000(5) -- -- 15,604(6)
Vice Chairman
David G. Barford............. 1998 220,000 225,000(7) -- -- 8,395,235(8)
Senior Vice President of
Operations -- Western
Division
Curtis S. Shaw............... 1998 190,000 80,000 -- -- 8,182,303(9)
Senior Vice President,
General Counsel and
Secretary
</TABLE>

- ---------------

(1) Options for membership units in Charter Communications Holding Company
granted pursuant to an employment agreement and a related option agreement.

(2) Includes $4,000 in 401(k) plan matching contribution, $918 in life
insurance premiums, $418 in gasoline reimbursement and $13,485 attributed
to personal use of Charter Investment, Inc.'s airplane.

(3) Includes $500,000 earned as a one-time bonus upon signing of an employment
agreement.

(4) Includes $4,000 in 401(k) plan matching contributions, $2,493 in life
insurance premiums, $970 in gasoline reimbursement and $34,403 attributed
to personal use of Charter Investment, Inc.'s airplane.

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<PAGE> 174

(5) Includes $250,000 earned as a one-time bonus upon signing of an employment
agreement.

(6) Includes $4,000 in 401(k) plan matching contributions, $4,050 in life
insurance premiums, $1,242 in gasoline reimbursement and $6,312 attributed
to personal use of Charter Investment, Inc.'s airplane.

(7) Includes $150,000 received as a one-time bonus after completion of three
years of employment.

(8) Includes $4,000 in 401(k) plan matching contribution, $347 in life
insurance premiums, and $8,390,888 received in March 1999, in connection
with a one-time change of control payment under the terms of a previous
equity appreciation rights plan. Such payment was triggered by the
acquisition of us by Mr. Allen on December 23, 1998, but is income for
1999.

(9) Includes $2,529 in 401(k) plan matching contribution, $807 in life
insurance premiums, and $8,178,967 received in March 1999, in connection
with a one-time change of control payment under the terms of a previous
equity appreciation rights plan. Such payment was triggered by the
acquisition of us by Mr. Allen on December 23, 1998, but is income for
1999.

1998 OPTION GRANTS

The following table shows individual grants of options made to certain
executive officers during the fiscal year ended December 31, 1998.

<TABLE>
<CAPTION>
NUMBER OF POTENTIAL REALIZABLE VALUE AT
MEMBERSHIP % OF TOTAL ASSUMED ANNUAL RATES OF
UNITS OPTIONS MEMBERSHIP UNIT PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(1)
OPTIONS EMPLOYEES EXERCISE EXPIRATION ----------------------------------
NAME GRANTED IN 1998 PRICE DATE 5% 10%
- ---- ---------- ------------ --------- ---------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Jerald L. Kent....... 7,044,127(2) 100% $20.00 12/22/08 $88,600,272 $224,530,486
Barry L. Babcock..... -- -- -- -- -- --
Howard L. Wood....... -- -- -- -- -- --
David G. Barford..... -- -- -- -- -- --
Curtis S. Shaw....... -- -- -- -- -- --
</TABLE>

- ---------------

(1) This column shows the hypothetical gains on the options granted based on
assumed annual compound price appreciation of 5% and 10% over the full
ten-year term of the options. The assumed rates of appreciation are mandated
by the SEC and do not represent our estimate or projection of future prices.

(2) Options for membership units in Charter Communications Holding Company
granted pursuant to an employment agreement and a related option agreement
which amends the options granted under the employment agreement. The
agreements provide that Mr. Kent receive an option to purchase 3% of the net
equity value of all of the cable systems managed by Charter Investment, Inc.
on the date of the grant. The option has a term of 10 years and vested one
fourth on December 23, 1998, with the remaining portion vesting monthly at a
rate of 1/36th on the first of each month for months 13 through 48. Upon the
exercise of an option, each membership unit received will automatically be
exchanged on a one-for-one basis for shares of Class A common stock.

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<PAGE> 175

1998 AGGREGATED OPTION EXERCISES AND OPTION VALUE TABLE

The following table sets forth for certain executive officers information
concerning the options granted during the fiscal year ended December 31, 1998,
and the value of unexercised options as of December 31, 1998.

<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT
AT DECEMBER 31, 1998 DECEMBER 31, 1998(1)
---------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Jerald L. Kent....................... 1,761,032 5,283,095 -- --
Barry L. Babcock..................... -- -- -- --
Howard L. Wood....................... -- -- -- --
David G. Barford..................... -- -- -- --
Curtis S. Shaw....................... -- -- -- --
</TABLE>

- ---------------
(1) No options were in-the-money as of December 31, 1998.

1999 OPTION GRANTS

The following table shows individual grants of options made to certain
executive officers during 1999, as of June 30, 1999. All such grants were made
under the option plan.

<TABLE>
<CAPTION>
NUMBER OF AGGREGATE VALUE OF OPTIONS TO HOLDER IF
MEMBERSHIP CHARTER COMMUNICATIONS, INC.'S
UNITS COMMON STOCK PRICE PER SHARE AT
UNDERLYING SOME FUTURE DATE IS:
OPTIONS EXERCISE EXPIRATION -------------------------------------------
NAME GRANTED PRICE DATE $18.00 $22.00 $26.00 $30.00
- ---- ---------- -------- ---------- ------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Jerald L. Kent........ -- -- -- -- -- --
Barry L. Babcock...... 65,000 $20.00 2/9/09 $ 0 $130,000 $ 390,000 $ 650,000
Howard L. Wood........ 65,000 20.00 2/9/09 0 130,000 390,000 650,000
David G. Barford...... 200,000 20.00 2/9/09 0 400,000 1,200,000 2,000,000
Curtis S. Shaw........ 200,000 20.00 2/9/09 0 400,000 1,200,000 2,000,000
</TABLE>

OPTION PLAN

Charter Holdings adopted a plan on February 9, 1999, which was assumed by
Charter Communications Holding Company on May 25, 1999, providing for the grant
of options to purchase up to 25,009,798 membership units in Charter
Communications Holding Company, which is equal to 10% of the aggregate equity
value of the subsidiaries of Charter Communications Holding Company as of
February 9, 1999, the date of adoption of the plan. The plan provides for grants
of options to employees and consultants of Charter Communications Holding
Company and its affiliates. The plan is intended to promote the long-term
financial interest of Charter Communications Holding Company and its affiliates
by encouraging eligible individuals to acquire an ownership position in Charter
Communications Holding Company and its affiliates and providing incentives for
performance. As of June 30, 1999, there were a total of 9,494,081 options
granted under the plan. Of those, 9,050,881 options were granted on February 9,
1999 with an exercise price of $20.00 and 443,200 options were

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<PAGE> 176

granted on April 5, 1999 with an exercise price of $20.73. One-fourth of the
options granted on February 9, 1999 vest on April 3, 2000 and the remainder vest
1/45 on each monthly anniversary following April 3, 2000. One-fourth of the
options granted on April 5, 1999 vest on the 15 month anniversary from April 5,
1999, with the remainder vesting 1/45 on each monthly anniversary for 45 months
following the 15 month anniversary. The options expire after ten years from the
date of grant. Under the terms of the plan, following consummation of the
offering, each membership unit held as a result of exercise of options will be
exchanged automatically for shares of Class A common stock on a one-for-one
basis.

Any unvested options issued under the plan vest immediately upon a change
of control of Charter Communications Holding Company. Options will not vest upon
a change of control, however, to the extent that any such acceleration of
vesting would result in the disallowance of specified tax deductions that would
otherwise be available to Charter Communications Holding Company or any of its
affiliates or to the extent that any optionee would be liable for any excise tax
under a specified section of the tax code. In the plan, a change of control
includes:

(1) a sale of more than 49.9% of the outstanding membership units in
Charter Communications Holding Company, except where Mr. Allen and his
affiliates retain effective voting control of Charter Communications
Holding Company;

(2) a merger or consolidation of Charter Communications Holding Company
with or into any other corporation or entity, except where Mr. Allen and
his affiliates retain effective voting control of Charter Communications
Holding Company; or

(3) any other transactions or event, including a sale of the assets of
Charter Communications Holding Company, that results in Mr. Allen holding
less than 50.1% of the voting power of the surviving entity, except where
Mr. Allen and his affiliates retain effective voting control of Charter
Communications Holding Company.

The offering of Class A common stock pursuant to this prospectus is not a
change of control under the option plan. If an optionee's employment with or
service to Charter Communications Holding Company or its affiliates is
terminated other than for cause prior to an initial public offering, the
optionee has the right, for a period of thirty (30) days, to put to Charter
Communications Holding Company or Mr. Allen at Mr. Allen's option,

(1) all vested options, and

(2) all membership units in Charter Communications Holding Company owned by
such optionee, whether or not obtained by the exercise of options granted under
the plan,

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<PAGE> 177

in each case at a purchase price calculated based on the fair market value of
Charter Communications Holding Company. If an optionee does not exercise his put
right as described above, Charter Communications Holding Company has the right
for a period of sixty (60) days to purchase from the optionee all vested options
at a price equal to an option spread calculated based on fair market value or,
with respect to membership units, the fair market value of the membership units
obtained by the exercise of any options. Any such payments would be paid to the
optionee in the form of cash or a ten-year note, at the option of Mr. Allen or
Charter Communications Holding Company.

If an optionee's employment with or service to Charter Communications
Holding Company or its affiliates is terminated other than for cause prior to an
initial public offering, the optionee has the right for a period of sixty (60)
days to exercise any vested options. Any options not so exercised terminate
after this 60-day period. For all purposes under the plan, an initial public
offering includes a public offering of the common stock of Charter
Communications Holding Company's parent.

LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION MATTERS

Charter Communications, Inc.'s restated certificate of incorporation will
limit the liability of directors to the maximum extent permitted by Delaware
law. The Delaware General Corporation Law provides that a corporation may
eliminate or limit the personal liability of a director for monetary damages for
breach of fiduciary duty as a director, except for liability for:

(1) any breach of the director's duty of loyalty to the corporation and its
stockholders;

(2) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

(3) unlawful payments of dividends or unlawful stock purchases or
redemptions; or

(4) any transaction from which the director derived an improper personal
benefit.

Charter Communications, Inc.'s bylaws provide that Charter Communications,
Inc. shall indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by law.

Charter Communications, Inc. plans to enter into agreements to indemnify
its directors and officers, in addition to the indemnification provided for in
Charter Communications, Inc.'s bylaws. These agreements, among other things,
will provide for the indemnification of Charter Communications, Inc.'s directors
and officers for certain expenses (including attorney's fees), judgments, fines
and settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of Charter Communications, Inc., arising
out of such person's services as Charter Communications, Inc.'s director or

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<PAGE> 178

officer, to any of Charter Communications, Inc.'s subsidiaries or to any other
company or enterprise to which the person provides services at Charter
Communications, Inc.'s request. Charter Communications, Inc. believes that these
provisions and agreements will be necessary to attract and retain qualified
directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Charter
Communications, Inc. pursuant to the foregoing provisions, we have been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

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<PAGE> 179

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of Charter Communications, Inc. common stock as of the closing of the
offering by:

- each person known by us to own beneficially 5% or more of the outstanding
shares of Charter Communications, Inc. common stock and Charter
Communications Holding Company membership units;

- each of our directors who owns common stock or membership units;

- each of our named executive officers who owns Charter Communications,
Inc. common stock or membership units; and

- all current directors and executive officers as a group.

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
NAME AND ADDRESS OF SHARES BENEFICIALLY SHARES BENEFICIALLY PERCENTAGE OF
BENEFICIAL OWNER OWNED(1) OWNED(1) VOTING POWER(1)(2)
- ------------------- ------------------- ------------------- ------------------
<S> <C> <C> <C>
Paul G. Allen(3)(4).......................... 317,947,197 57.9% 93.0%
Charter Investment, Inc.(5)(6)............... 217,585,246 39.6% 0.0%(11)
Vulcan Cable III Inc.(3)(6).................. 107,319,806 19.5% 0.0%(11)
Jerald L. Kent(5)(7)......................... 5,264,960 1.0% 1.0%(11)
Barry L. Babcock(5)(8)....................... 2,502,805 0.5% 0.7%
Howard L. Wood(5)(9)......................... 1,001,122 0.2% 0.3%
Marc B. Nathanson(10)........................ 16,132,703 2.9% 0.0%(10)
All directors and executive officers as a
group (18 persons).........................
</TABLE>

- ---------------

(1) In calculating beneficial share ownership and percentages, we have made the
same assumptions described on page 4 with respect to our organizational
chart, except for options granted to our chief executive officer that have
vested. Membership units are exchangeable for Charter Communications, Inc.
common stock on a one-for-one basis. Class B common stock is convertible
into Class A common stock on a one-for-one basis.

(2) Each Class A common stockholder is entitled to one vote per share and each
Class B common stockholder is entitled to the number of votes for each
share held by such holder equal to:

(a) ten multiplied by the sum of:

(1) the total number of shares of Class B common stock outstanding;
and

(2) the number of shares of Class B common stock for which the Charter
Communications Holding Company membership units are exchangeable;
divided by

(b) the number of shares of Class B common stock outstanding.

(3) The address of these persons is 110 110th Street, NE, Suite 500, Bellevue,
WA 98004.

(4) Represents 210,579,001 membership units attributable to such holder because
of his equity interest in Charter Investment, Inc.; 107,319,806 membership
units attributable to such holder because of his equity interest in Vulcan
Cable III Inc.; and 48,390 shares of Class B common stock.

(5) The address of these persons is Charter Communications, Inc., 12444
Powerscourt Drive, St. Louis, MO 63131.

(6) Represents membership units.

(7) Represents 3,503,123 membership units attributable to such holder because
of his equity interest in Charter Investment, Inc.; 805 shares of Class B
common stock; and 1,761,032

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shares of common stock issuable upon the exchange of membership units
issuable upon the exercise of options to purchase membership units.

(8) Represents 2,502,230 membership units attributable to such holder because
of his equity interest in Charter Investment, Inc. and 575 shares of Class
B common stock.

(9) Represents 1,000,892 membership units attributable to such holder because
of his equity interest in Charter Investment, Inc. and 230 shares of Class
B common stock.

(10) Represents membership units that will be acquired by the Falcon sellers in
the Falcon acquisition. Falcon Holding Group, L.P. will acquire all of
these membership units at the closing of the Falcon acquisition. Falcon
Holding Group, Inc., which is controlled by Mr. Nathanson, is the general
partner of Falcon Holding Group, L.P. Mr. Nathanson disclaims beneficial
ownership of all shares owned by Falcon Holding Group, L.P. or its
partners, other than any such shares he will directly own. In calculating
the voting percentage, we have assumed that the Falcon sellers have not
exchanged any membership units for Class A common stock. The address of
this person is Falcon Communications LP and Affiliates, 10900 Wilshire
Blvd., Los Angeles, CA 90024.

(11) In calculating the voting power percentages, we have assumed that
membership units have not been exchanged for Class B common stock.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following sets forth certain transactions in which we and our
directors, executive officers and affiliates, including the directors and
executive officers of Charter Investment, Inc., are involved. We believe that
each of the transactions described below was on terms no less favorable to us
than could have been obtained from independent third parties.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

MERGER WITH MARCUS

On April 23, 1998, Mr. Allen acquired approximately 99% of the non-voting
economic interests in Marcus Cable, and agreed to acquire the remaining
interests in Marcus Cable. The aggregate purchase price was approximately $1.4
billion, excluding $1.8 billion in debt assumed. On February 22, 1999, Marcus
Holdings was formed, and all of Mr. Allen's interests in Marcus Cable were
transferred to Marcus Holdings on March 15, 1999. On March 31, 1999, Mr. Allen
completed the acquisition of all remaining interests of Marcus Cable.

On December 23, 1998, Mr. Allen acquired approximately 94% of the equity of
Charter Investment, Inc. for an aggregate purchase price of approximately $2.2
billion, excluding $2.0 billion in debt assumed. On February 9, 1999, Charter
Holdings was formed as a wholly owned subsidiary of Charter Investment, Inc. On
February 10, 1999, Charter Operating was formed as a wholly owned subsidiary of
Charter Holdings. All of Charter Investment, Inc.'s equity interests in its
operating subsidiaries were subsequently transferred to Charter Operating. On
May 25, 1999, Charter Communications Holding Company was formed as a wholly
owned subsidiary of Charter Investment, Inc. All of Charter Investment, Inc.'s
equity interests in Charter Holdings were transferred to Charter Communications
Holding Company.

In March 1999, we paid $20 million to Vulcan Northwest, an affiliate of Mr.
Allen, for reimbursement of direct costs incurred in connection with Mr. Allen's
acquisition of Marcus Cable. Such costs were principally comprised of financial,
advisory, legal and accounting fees.

On April 7, 1999, Mr. Allen merged Marcus Holdings into Charter Holdings.
Charter Holdings survived the merger, and the operating subsidiaries of Marcus
Holdings became subsidiaries of Charter Holdings.

At the time Charter Holdings issued $3.6 billion in principal amount of
notes, this merger had not yet occurred. Consequently, Marcus Holdings was a
party to the indentures governing the notes as a guarantor of Charter Holdings'
obligations. Charter Holdings loaned some of the proceeds from the sale of the
original notes to Marcus Holdings, which amounts were used to complete the cash
tender offers for then-outstanding notes of subsidiaries of Marcus Holdings.
Marcus Holdings issued a promissory note in favor of Charter Holdings. The
promissory note was in the amount of $1.7 billion, with an interest rate of
9.92%

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and a maturity date of April 1, 2007. Marcus Holdings guaranteed its obligations
under the promissory note by entering into a pledge agreement in favor of
Charter Holdings pursuant to which Marcus Holdings pledged all of its equity
interests in Marcus Cable as collateral for the payment and performance of the
promissory note. Charter Holdings pledged this promissory note to the trustee
under the indentures as collateral for the equal and ratable benefit of the
holders of the notes. Upon the closing of the merger, and in accordance with the
terms of the notes and the indentures:

- the guarantee issued by Marcus Holdings was automatically terminated;

- the promissory note issued by Marcus Holdings was automatically
extinguished, with no interest having accrued or being paid; and

- the pledge in favor of Charter Holdings of the equity interests in Marcus
Cable as collateral under the promissory note and the pledge in favor of
the trustee of the promissory note as collateral for the notes were
automatically released.

MANAGEMENT AGREEMENTS

PREVIOUS MANAGEMENT AGREEMENTS. Prior to March 18, 1999, pursuant to a
series of management agreements with certain of our subsidiaries, Charter
Investment, Inc. provided management and consulting services to those
subsidiaries. In exchange for these services, Charter Investment, Inc. was
entitled to receive management fees of 3% to 5% of the gross revenues of all of
our systems plus reimbursement of expenses. However, our previous credit
facilities limited such management fees to 3% of gross revenues. The balance of
management fees payable under the previous management agreements was accrued.
Payment is at the discretion of Charter Investment, Inc. Certain deferred
portions of management fees bore interest at the rate of 8% per annum. Following
the closing of our current credit facilities, the previous management agreements
were replaced by a new management agreement. The other material terms of our
previous management agreements are substantially similar to the material terms
of the new management agreement.

PREVIOUS MANAGEMENT AGREEMENT WITH MARCUS. On October 6, 1998, Marcus
Cable entered into a management consulting agreement with Charter Investment,
Inc. pursuant to which Charter Investment, Inc. agreed to provide certain
management and consulting services to Marcus Cable and its subsidiaries, in
exchange for a fee equal to 3% of the gross revenues of Marcus Cable's systems
plus reimbursement of expenses. Management fees expensed by Marcus Cable during
the period from October 1998 to December 31, 1998 were approximately $3.3
million. Upon Charter Holdings' merger with Marcus Holdings and the closing of
our current credit facilities, this agreement was terminated and the
subsidiaries of Marcus Cable now receive management and consulting services from
Charter Investment, Inc. under the new management agreement.

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THE NEW MANAGEMENT AGREEMENT. On February 23, 1999, Charter Investment,
Inc. entered into a new management agreement with Charter Operating, which was
amended and restated as of March 17, 1999. Upon the closing of our current
credit facilities on March 18, 1999, our previous management agreements and the
management consulting agreement with Marcus Cable terminated and the new
management agreement became operative. Pursuant to the new management agreement,
Charter Investment, Inc. has agreed to manage the operations the cable
television systems owned by Charter Operating's subsidiaries, as well as any
cable television systems Charter Operating may subsequently acquire in the
future. The term of the new management agreement is ten years.

The new management agreement provides that Charter Operating will reimburse
Charter Investment, Inc. for all expenses, costs, losses, liabilities or damages
incurred by it in connection with Charter Operating's ownership or operation of
Charter Operating's cable television systems. If Charter Investment, Inc. pays
or incurs any such expenses, costs, losses, liabilities or damages, it will be
reimbursed. In addition to any reimbursement of expenses, Charter Investment,
Inc. is paid a yearly management fee equal to 3.5% of our gross revenues. Gross
revenues include all revenues from the operation of Charter Operating's cable
systems, including, without limitation, subscriber payments, advertising
revenues, and revenues from other services provided by Charter Operating's cable
systems. Gross revenues do not include interest income or income from
investments unrelated to our cable systems.

Payment of the management fee to Charter Investment, Inc. is permitted
under our current credit facilities, but ranks below our payment obligations
under our current credit facilities. In the event any portion of the management
fee due and payable is not paid by Charter Operating, it is deferred and accrued
as a liability. Any deferred amount of the management fee will bear interest at
the rate of 10% per annum, compounded annually, from the date it was due and
payable until the date it is paid. As of June 30, 1999, no interest had been
accrued.

The management fee is payable to Charter Investment, Inc. quarterly in
arrears. If the current management agreement is terminated, Charter Investment,
Inc. is entitled to receive the fee payable for an entire quarter, even if
termination occurred before the end of that quarter. Additionally, Charter
Investment, Inc. is entitled to receive payment of any deferred amount.

Pursuant to the terms of the new management agreement, Charter Operating
has agreed to indemnify and hold harmless Charter Investment, Inc. and its
shareholders, directors, officers and employees. This indemnity extends to any
and all claims or expenses, including reasonable attorneys' fees, incurred by
them in connection with any action not constituting gross negligence or willful
misconduct taken by them in good faith in the discharge of their duties to
Charter Operating.

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The total management fees, including expenses, earned by Charter
Investment, Inc. under all management agreements were as follows:

<TABLE>
<CAPTION>
TOTAL FEES
YEAR FEES PAID EARNED
- ---- --------- ----------
(IN THOUSANDS)
<S> <C> <C>
Six Months Ended June 30, 1999........................... $23,388 $20,796
Year Ended December 31, 1998............................. 17,073 27,500
Year Ended December 31, 1997............................. 14,772 20,290
Year Ended December 31, 1996............................. 11,792 15,443
</TABLE>

As of June 30, 1999, approximately $17.0 million remains unpaid for all
management agreements.

Upon the closing of the offering, Charter Investment, Inc. will assign to
Charter Communications, Inc. all of its rights and obligations under this
Charter Operating management agreement. In connection with the assignment, the
Charter Operating management agreement will be amended to eliminate the 3.5%
management fee. Under the amended agreement, Charter Communications, Inc. will
be entitled to reimbursement from Charter Operating for all of its expenses,
costs, losses, liabilities and damages paid or incurred by it in connection with
the performance of its obligations under the amended agreement. The total annual
amount of such reimbursement is limited under Charter Holdings' indentures for
the notes issued in March 1999 to 3.5% of the total annual gross revenues of
Charter Operating's subsidiaries.

MANAGEMENT AGREEMENT WITH CHARTER COMMUNICATIONS, INC. Upon the closing
of the offering, Charter Communications, Inc. intends to enter into a management
agreement with Charter Communications Holding Company. This management agreement
will provide that Charter Communications, Inc. will manage and operate the cable
television systems owned or to be acquired by Charter Communications Holding
Company and its subsidiaries.

The terms of the Charter Communications, Inc. management agreement will be
substantially similar to the terms of the Charter Operating management
agreement, except that Charter Communications, Inc. will not be paid a yearly
3.5% management fee. Charter Communications, Inc. will be entitled to
reimbursement from Charter Communications Holding Company for all expenses,
costs, losses, liabilities and damages paid or incurred by Charter
Communications, Inc. in connection with the performance of its services, which
expenses will include any fees Charter Communications, Inc. is obligated to pay
under the mutual service agreement described below.

MUTUAL SERVICES AGREEMENT WITH CHARTER INVESTMENT. Charter
Communications, Inc. and Charter Investment, Inc. will enter into a mutual
services agreement to be effective upon the closing of the offering. Pursuant to
the mutual services agreement, each entity agrees to provide services to the
other as may be reasonably requested in order to manage Charter Communications
Holding Company and to manage and operate our cable

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systems. In addition, officers of Charter Investment, Inc. will also serve as
officers of Charter Communications, Inc. The officers and employees of each
entity will be available to the other to provide the services described above.
All expenses and costs incurred with respect to the services provided will be
paid by Charter Communications, Inc. Charter Communications, Inc. and Charter
Investment, Inc. shall indemnify and hold harmless each other and its directors,
officers and employees from and against any and all claims that may be made
against any of them in connection with the mutual services agreement except due
to its or their gross negligence or willful misconduct.

CONSULTING AGREEMENT

On March 10, 1999, Charter Holdings entered into a consulting agreement
with Vulcan Northwest and Charter Investment, Inc. Pursuant to the terms of the
consulting agreement, Charter Holdings retained Vulcan Northwest and Charter
Investment, Inc. to provide advisory, financial and other consulting services
with respect to acquisitions of the business, assets or stock of other companies
by Charter Holdings or by any of its subsidiaries. Such services include
participation in the evaluation, negotiation and implementation of these
acquisitions. The agreement expires on December 31, 2000, and automatically
renews for successive one-year terms unless otherwise terminated.

All reasonable out-of-pocket expenses incurred by Vulcan Northwest and
Charter Investment, Inc. are Charter Holdings' responsibility and must be
reimbursed. Charter Holdings must also pay Vulcan Northwest and Charter
Investment, Inc. a fee for their services rendered for each acquisition made by
Charter Holdings or any of its subsidiaries. This fee equals 1% of the aggregate
value of such acquisition. Neither Vulcan Northwest nor Charter Investment, Inc.
will receive a fee in connection with the American Cable, Renaissance, Greater
Media, Helicon, Vista, Cable Satellite, InterMedia and Rifkin acquisitions. No
such fee is planned to be paid to either Vulcan Northwest or Charter Investment,
Inc. in connection with other acquisitions being made by Charter Holdings'
affiliates. Charter Holdings has also agreed to indemnify and hold harmless
Vulcan Northwest and Charter Investment, Inc., and their respective officers,
directors, stockholders, agents, employees and affiliates, for all claims,
actions, demands and expenses that arise out of this consulting agreement and
the services they provide to Charter Holdings.

Mr. Allen owns 100% of Vulcan Northwest and is the Chairman of the board.
William D. Savoy, another of Charter Communications, Inc.'s directors, is the
President and a director of Vulcan Northwest.

TRANSACTIONS WITH PAUL G. ALLEN

On December 21, 1998, Mr. Allen contributed approximately $431 million to
Charter Investment, Inc. and received non-voting common stock of Charter
Investment, Inc. Such non-voting common stock was converted to voting common
stock on December 23, 1998.

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On December 23, 1998, Mr. Allen contributed approximately $1.3 billion to
Charter Investment, Inc. and received voting common stock of Charter Investment,
Inc. Additionally, Charter Investment, Inc. borrowed approximately $6.2 million
in the form of a bridge loan from Mr. Allen. This bridge loan was contributed by
Mr. Allen to Charter Investment, Inc. in March 1999. No interest on such bridge
loan was accrued or paid by Charter Investment, Inc. On the same date, Mr. Allen
also contributed approximately $223.5 million to Vulcan Cable II, Inc., a
company owned by Mr. Allen. Vulcan II was merged with and into Charter
Investment, Inc.

On January 5, 1999, Charter Investment, Inc. borrowed approximately $132.2
million in the form of a bridge loan from Mr. Allen. This bridge loan was
contributed by Mr. Allen to Charter Investment, Inc. in March 1999. No interest
on such bridge loan was accrued or paid by Charter Investment, Inc. On the same
date, Mr. Allen also acquired additional voting common stock of Charter
Investment, Inc. from Jerald L. Kent, Howard L. Wood and Barry L. Babcock for an
aggregate purchase price of approximately $176.7 million.

On January 11, 1999, Charter Investment, Inc. borrowed $25 million in the
form of a bridge loan from Mr. Allen. This bridge loan was contributed by Mr.
Allen to Charter Investment, Inc. in March 1999. No interest on such bridge loan
was accrued or paid by Charter Investment, Inc.

On March 16, 1999, Charter Investment, Inc. borrowed approximately $124.8
million in the form of a bridge loan from Mr. Allen. This bridge loan was
contributed by Mr. Allen to Charter Investment, Inc. in March 1999. No interest
on such bridge loan was accrued or paid by Charter Investment, Inc.

The $431 million contribution was used to redeem stock of certain
shareholders in Charter Investment, Inc. The $1.3 billion and $223.5 million
contributions by Mr. Allen were used by Charter Investment, Inc. to purchase the
remaining interest in CCA Group and CharterComm Holdings. All other
contributions to Charter Investment, Inc. by Mr. Allen were used in operations
of Charter Investment, Inc. and were not contributed to Charter Holdings.

On August 10, 1999, Vulcan Cable III Inc., as designee, purchased 24.1
million membership units for $500 million. On September 22, 1999, Mr. Allen,
through Vulcan Cable III Inc., contributed an additional $825 million,
consisting of approximately $644.3 million in cash and approximately $180.7
million in equity interests in Rifkin that Vulcan Cable III Inc. had acquired in
the Rifkin acquisition in exchange for 39.8 million membership units.

As part of the membership interests purchase agreement, Vulcan Ventures
Incorporated and Charter Communications, Inc., Charter Investment, Inc. and
Charter Communications Holding Company entered into an agreement on September
21, 1999 regarding the right of Vulcan Ventures to use up to eight of our
digital cable channels. Specifically, we will provide Vulcan Ventures with
exclusive rights for carriage of up to eight digital cable television
programming

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services or channels on each of the digital cable television systems with local
control of the digital product now or hereafter owned, operated, controlled or
managed by us of 550 MHz or more. If the system offers digital services but has
less than 550 MHz of capacity, then the programming services will be equitably
reduced. The programming services will consist of any designated by Vulcan. We
agree that upon request of Vulcan, we will attempt to reach a comprehensive
programming agreement pursuant to which we will pay the programmer, if possible,
a fee per digital subscriber. If such fee arrangement is not achieved, then we
and the programmer shall enter into a standard programming agreement.We believe
that this transaction is on terms at least as favorable to us as Mr. Allen would
negotiate with other cable operators.

During the second and third quarters of 1999, one of our subsidiaries sold
shared interests in several airplanes to Mr. Allen for approximately $8 million.
We believe that the purchase price paid by Mr. Allen for these interests was the
fair market price.

ALLOCATION OF BUSINESS OPPORTUNITIES WITH MR. ALLEN

As described under "-- Business Relationships," Mr. Allen and a number of
his affiliates have interests in various entities that provide services or
programming to a number of our subsidiaries. Given the diverse nature of Mr.
Allen's investment activities and interests, and to avoid the possibility of
future disputes as to potential business, effective upon the completion of the
offering by Charter Communications, Inc., Charter Communications Holding Company
and Charter Communications, Inc. will have agreed, until all of its shares of
Class B common stock held by Mr. Allen and his affiliates, including Charter
Investment, Inc. and Vulcan Cable III Inc., have automatically converted into
shares of Class A common stock, not to engage in any business transaction
outside the cable transmission business. We will also agree with Mr. Allen that,
should we wish to pursue a business transaction outside of this scope, we must
first offer Mr. Allen the opportunity to pursue the particular business
transaction. If he decides not to do so and consents to our engaging in the
business transaction, we will be able to do so and Charter Communications,
Inc.'s restated certificate of incorporation and Charter Communications Holding
Company's operating agreement would be amended accordingly to appropriately
modify the current restrictions on our ability to engage in any business other
than the cable transmission business. The cable transmission business means the
business of transmitting video, audio and data on cable television systems
owned, operated or managed by us from time to time. As long as Mr. Allen is a
director of Charter Communications, Inc., he will be required to present to
Charter Communications, Inc. any opportunity he may have to acquire, directly or
indirectly, a majority ownership interest in any cable television system or any
company whose principal business is the ownership, operation or management of
cable television systems. However, except for the foregoing, Charter
Communications Holding Company and Charter Communications, Inc. will agree

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that Mr. Allen does not have an obligation to present to Charter Communications,
Inc. business opportunities in which both Mr. Allen and we might have an
interest and that he may exploit such opportunities for his own account. Charter
Communications, Inc. restated certificate of incorporation and Charter
Communications Holding Company's operating agreement will contain provisions to
that effect.

ASSIGNMENTS OF ACQUISITIONS

On January 1, 1999, Charter Investment, Inc. entered into a membership
purchase agreement with ACEC Holding Company, LLC for the acquisition of
American Cable. On February 23, 1999, Charter Investment, Inc. assigned its
rights and obligations under this agreement to one of our subsidiaries, Charter
Communications Entertainment II, LLC, effective as of March 8, 1999, or such
earlier date as mutually agreed to by the parties. The acquisition of American
Cable was completed in May 1999.

On February 17, 1999, Charter Investment, Inc. entered into an asset
purchase agreement with Greater Media, Inc. and Greater Media Cablevision, Inc.
for the acquisition of the Greater Media systems. On February 23, 1999, Charter
Investment, Inc. assigned its rights and obligations under this agreement to one
of our subsidiaries, Charter Communications Entertainment I, LLC. The
acquisition of the Greater Media systems was completed in June 1999.

In May 1999, Charter Investment, Inc. entered into the Falcon purchase
agreement. As of June 22, 1999, pursuant to the first amendment to the Falcon
purchase agreement, Charter Investment, Inc. assigned its rights under the
Falcon purchase agreement to Charter LLC, a subsidiary of Charter Communications
Holding Company.

In May 1999, Charter Investment, Inc. entered into the Fanch purchase
agreement. On September 21, 1999, Charter Investment, Inc. assigned its rights
and obligations to purchase stock interests under this agreement to Charter
Communications Holding Company and its rights and obligations to purchase
partnership interests and assets under this agreement to Charter Communications
VI, LLC, an indirect wholly owned subsidiary of Charter Communications Holding
Company.

In May 1999, Charter Investment, Inc. and Charter Communications Holding
Company entered into an agreement to purchase directly and indirectly all of the
equity interests of Avalon Cable LLC. In connection with this acquisition,
Charter Communications, Inc. has agreed to assume the obligation to acquire the
stock of Avalon Cable of Michigan Holdings, Inc.

EMPLOYMENT AGREEMENTS

Mr. Kent and Mr. Babcock have entered into employment agreements with us.
We have summarized these agreements in "Management -- Employment Agreements".

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INSURANCE

Charter Communications, Inc. receives insurance and workers' compensation
coverage through Charter Investment, Inc. Charter Investment, Inc.'s insurance
policies provide coverage for Charter Investment, Inc. and its

- subsidiaries, and associated, affiliated and inter-related companies,

- majority (51% or more) owned partnerships and joint ventures,

- interest in (or its subsidiaries' interest in) any other partnerships,
joint ventures or limited liability companies,

- interest in (or its subsidiaries' interest in) any company or
organization coming under its active management or control, and

- any entity or party required to be insured under any contract or
agreement, which may now exist, may have previously existed, or may
hereafter be created or acquired.

Charter Investment, Inc.'s expensed approximately $5,498,000 for the six
months ended June 30, 1999, approximately $603,000 for the year ended December
31, 1998, approximately $172,100 for the year ended December 31, 1997, and
approximately $108,000, for the year ended December 31, 1996, relating to
insurance allocations.

BUSINESS RELATIONSHIPS

Paul G. Allen or certain affiliates of Mr. Allen own equity interests or
warrants to purchase equity interests in various entities which provide a number
of our subsidiaries with services or programming. Among these entities are High
Speed Access Corp., WorldGate Communications, Inc., Wink Communications, Inc.,
ZDTV, L.L.C., USA Networks and Oxygen Media, Inc. These affiliates include
Charter Investment, Inc. and Vulcan Ventures, Inc. Mr. Allen owns 100% of the
equity of Vulcan Ventures, and is the President, Chief Executive Officer and
Chairman of the Board. Mr. Savoy is also a Vice President and a director of
Vulcan Ventures.

HIGH SPEED ACCESS. High Speed Access is a provider of high-speed Internet
access over cable modems. In November 1998, Charter Investment, Inc. entered
into a systems access and investment agreement with Vulcan Ventures and High
Speed Access and a related network services agreement with High Speed Access.
Additionally, Vulcan Ventures and High Speed Access entered into a programming
content agreement. Under these agreements, High Speed Access will have exclusive
access to at least 750,000 of our homes with an installed cable drop from our
cable system or which is eligible for a cable drop by virtue of our cable system
passing the home. The term of the systems access and investment agreement
continues until midnight of the day High Speed Access ceases to provide High
Speed Access services to cable subscribers in any geographic area or region. The
term of the network services agreement is as to a particular cable system, five
years from the date revenue billing

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commences for that cable system and, following this initial term, the network
services agreement automatically renews itself on a year-to-year basis.
Additionally, we can terminate our exclusivity rights, on a system-by-system
basis, if High Speed Access fails to meet performance benchmarks or otherwise
breaches the agreements including their commitment to provide content designated
by Vulcan Ventures. The programming content agreement is effective until
terminated for any breach and will automatically terminate upon the expiration
of the systems access and investment agreement. During the term of the
agreements, High Speed Access has agreed not to deploy WorldGate, Web TV,
digital television or related products in the market areas of any committed
system or in any area in which we operate a cable system. All of Charter
Investment, Inc.'s operations take place at the subsidiary level and it is
through Charter Investment, Inc. that we derive our rights and obligations with
respect to High Speed Access. Under the terms of the network services agreement,
we split revenue with High Speed Access based on set percentages of gross
revenues in each category of service. The programming content agreement provides
each of Vulcan Ventures and High Speed Access with a license to use certain
content and materials of the other on a non-exclusive, royalty-free basis.
Operations began in the first quarter of 1999. Net receipts from High Speed
Access for the six months ended June 30, 1999 were approximately $24,000.

Concurrently with entering into these agreements, High Speed Access issued
8 million shares of Series B convertible preferred stock to Vulcan Ventures at a
purchase price of $2.50 per share. Vulcan Ventures also subscribed to purchase
2.5 million shares of Series C convertible preferred stock, at a purchase price
of $5.00 per share on or before November 25, 2000, and received an option to
purchase an additional 2.5 million shares of Series C convertible preferred
stock at a purchase price of $5.00 per share. In April 1999, Vulcan Ventures
purchased the entire 5 million shares of Series C convertible preferred stock
for $25 million in cash. The shares of Series B and Series C convertible
preferred stock issued to Vulcan Ventures automatically converted at a price of
$3.23 per share into 20.15 million shares of common stock upon completion of
High Speed Access' initial public offering in June 1999.

Additionally, High Speed Access granted Vulcan Ventures warrants to
purchase up to 5 million shares of common stock at a purchase price of $5.00 per
share. These warrants were converted to warrants to purchase up to 7,739,938
shares of common stock at a purchase price of $3.23 per share upon completion of
High Speed Access' initial public offering. Vulcan Ventures subsequently
assigned the warrants to Charter Investment, Inc. The warrants are exercisable
at the rate of 1.55 shares of common stock for each home passed in excess of
750,000, 3.9 million warrants may be earned on or before July 31, 2001 and must
be exercised on or before July 31, 2002. 3.9 million warrants may be earned on
or before July 31, 2003 and must be exercised on or before July 31, 2004. The
warrants may be forfeited in certain circumstances, generally if the number of
homes passed in a committed system is reduced.

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In addition, Jerald L. Kent, our President and Chief Executive Officer and
a director of Charter Holdings, Mr. Savoy and another individual who performs
management services for the issuers, are also directors of High Speed Access
Corp.

Upon completion of the offering, Charter Investment, Inc. will assign to
Charter Communications Holding Company all of its rights and obligations under
its agreements with High Speed Access, and transfer the warrants to purchase up
to 7,739,938 shares of common stock of High Speed Access, to Charter
Communications Holding Company.

WORLDGATE. WorldGate is a provider of Internet access through cable
television systems. On November 7, 1997, Charter Investment, Inc. signed an
affiliation agreement with WorldGate pursuant to which WorldGate's services will
be offered to some of our customers. The term of the agreement is five years
unless terminated by either party for failure of the other party to perform any
of its obligations or undertakings required under the agreement. The agreement
automatically renews for additional successive two-year periods upon expiration
of the initial five year term. All of Charter Investment Inc.'s operations take
place at the subsidiary level and it is through Charter Investment Inc. that we
derive our rights and obligations with respect to WorldGate. Pursuant to the
agreement, we have agreed to use our reasonable best efforts to deploy the
WorldGate Internet access service within a portion of our cable television
systems and to install the appropriate headend equipment in all of our major
markets in those systems. Major markets for purposes of this agreement include
those in which we have more than 25,000 customers. We incur the cost for the
installation of headend equipment. In addition, we have agreed to use our
reasonable best efforts to deploy such service in all non-major markets that are
technically capable of providing interactive pay-per-view service, to the extent
we determine that it is economically practical. When WorldGate has a telephone
return path service available, we will, if economically practical, use all
reasonable efforts to install the appropriate headend equipment and deploy the
WorldGate service in our remaining markets. Telephone return path service is the
usage of telephone lines to connect to the Internet to transmit data or receive
data. We have also agreed to market the WorldGate service within our market
areas. We pay a monthly subscriber access fee to WorldGate based on the number
of subscribers to the WorldGate service. We have the discretion to determine
what fees, if any, we will charge our subscribers for access to the WorldGate
service. We started offering WorldGate service in 1998. For the six months ended
June 30, 1999, we paid to WorldGate approximately $570,000. For the year ended
December 31, 1998, we paid to WorldGate approximately $276,000. We charged our
subscribers approximately $76,000 for the six months ended June 30, 1999, and
approximately $22,000 for the year ended December 31, 1998.

On November 24, 1997, Charter Investment, Inc. acquired 70,423 shares of
WorldGate's Series B preferred stock at a purchase price of $7.10 per share. On
February 3, 1999, a subsidiary of Charter Holdings acquired 90,909 shares of

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Series C preferred stock at a purchase price of $11.00 per share. As a result of
a stock split, each share of Series B preferred stock will convert into
two-thirds of a share of WorldGate's common stock, and each share of Series C
preferred stock will convert into two-thirds of a share of WorldGate's common
stock. Upon completion of WorldGate's initial public offering, each series of
preferred stock will automatically convert into common stock.

Upon completion of the offering, Charter Investment, Inc. will assign to
Charter Communications Holding Company all of its rights and obligations under
its agreements with WorldGate and transfer its 70,423 shares of WorldGate Series
B preferred stock to Charter Communications Holding Company.

WINK. Wink offers an enhanced broadcasting system that adds interactivity
and electronic commerce opportunities to traditional programming and
advertising. Viewers can, among other things, find news, weather and sports
information on-demand and order products through use of a remote control. On
October 8, 1997, Charter Investment, Inc. signed a cable affiliation agreement
with Wink to deploy this enhanced broadcasting technology in our systems. The
term of the agreement is three years. Either party has the right to terminate
the agreement for the other party's failure to comply with any of its respective
material obligations under the agreement. All of Charter Investment, Inc.'s
operations take place at the subsidiary level and it is through Charter
Investment, Inc. that we derive our rights and obligations with respect to Wink.
Pursuant to the agreement, Wink granted us the non-exclusive license to use
their software to deliver the enhanced broadcasting to all of our cable systems.
For the first year of the agreement, we pay a monthly license fee to Wink which
is based on the number of our subscribers in our operating areas. After the
first year of the agreement we pay a fixed monthly license fee to Wink
regardless of the number of our subscribers in our operating areas. We also
supply all server hardware required for deployment of Wink services. In
addition, we agreed to promote and market the Wink service to our customers
within the area of each system in which such service is being provided. We share
in the revenue Wink generated from all fees collected by Wink for transactions
generated by our customers. The amount of revenue shared is based on the number
of transactions per month. As of June 30, 1999, no revenue or expenses have been
recognized as a result of this agreement.

On November 30, 1998, Vulcan Ventures acquired 1,162,500 shares of Wink's
Series C preferred stock for approximately $9.3 million. In connection with such
acquisition, Wink issued to Vulcan Venture warrants to purchase shares of common
stock. Additionally, Microsoft Corporation, of which Mr. Allen is a director,
also owns an equity interest in Wink.

Upon the completion of the offering, Charter Investment, Inc. will assign
to Charter Communications Holding Company all of its rights and obligations
under its agreements with Wink.

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ZDTV. ZDTV operates a cable television channel which broadcasts shows
about technology and the Internet. Pursuant to a carriage agreement which
Charter Communications Holding Company intends to enter into with ZDTV, ZDTV has
agreed to provide us with programming for broadcast via our cable television
systems at no cost. The term of the proposed carriage agreement, with respect to
each of our cable systems, is from the date of launch of ZDTV on that cable
system until April 30, 2008. The term expires on the same day for each of our
cable systems, regardless of when any individual cable system launches ZDTV. The
carriage agreement grants us a limited non-exclusive right to receive and to
distribute ZDTV to our subscribers in digital or analog format. The carriage
agreement does not grant us the right to distribute ZDTV over the Internet. We
pay a monthly subscriber fee to ZDTV for the ZDTV programming based on the
number of our subscribers subscribing to ZDTV. Additionally, we agreed to use
commercially reasonable efforts to publicize the programming schedule of ZDTV in
each of our cable systems that offers or will offer ZDTV. Upon reaching a
specified threshold number of ZDTV subscribers, then, in the event ZDTV inserts
any informercials, advertorials and/or home shopping into in the ZDTV
programming, we receive from ZDTV a percentage of net product revenues resulting
from our distribution of these services. ZDTV may not offer its services to any
other cable operator which serves the same or fewer number of subscribers at a
more favorable rate or on more favorable carriage terms. As of June 30, 1999, no
expenses have been recognized as a result of these agreements.

On February 5, 1999, Vulcan Programming acquired an approximate one-third
interest in ZDTV. Mr. Allen owns 100% of Vulcan Programming. Mr. Savoy is the
president and director of Vulcan Programming. The remaining approximate
two-thirds interest in ZDTV is owned by Ziff-Davis Inc. Vulcan Ventures owns
approximately 3% of the interests in Ziff-Davis. The total investment made by
Vulcan Programming and Vulcan Ventures was $104 million.

USA NETWORKS. USA Networks operates USA Network and The Sci-Fi Channel,
which are cable television networks. USA Networks also operates Home Shopping
Network, which is a retail sales program available via cable television systems.
On May 1, 1994, Charter Investment, Inc. signed an affiliation agreement with
USA Networks. Pursuant to this affiliation agreement, USA Networks has agreed to
provide their programming for broadcast via our cable television systems. The
term of the affiliation agreement is until December 30, 1999. The affiliation
agreement grants us the nonexclusive right to cablecast the USA Network
programming service. We pay USA Networks a monthly fee for the USA Network
programming service number based on the number of subscribers in each of our
systems and the number and percentage of such subscribers receiving the USA
Network programming service. Additionally, we agreed to use best efforts to
publicize the schedule of the USA Network programming service in the television
listings and program guides which we distribute. We have paid to USA Networks
for programming approximately

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$4,931,614 for the six months ended June 30, 1999, approximately $556,000 for
the year ended December 31, 1998, approximately $204,000 for the year ended
December 31, 1997, and approximately $134,000 for the year ended December 31,
1996. In addition, we received commissions from Home Shopping Network for sales
generated by our customers totaling approximately $794,000 for the six months
ended June 30, 1999, approximately $121,000 for the year ended December 31,
1998, approximately $62,000 for the year ended December 31, 1997, and
approximately $35,000 for the year ended December 31, 1996.

Mr. Allen and Mr. Savoy are also directors of USA Networks. As of April
1999, Mr. Allen owned approximately 12.4% and Mr. Savoy owned less than 1% of
the common stock of USA Networks. Upon completion of the offering, Charter
Investment, Inc. will assign to Charter Communications Holding Company all of
its rights and obligations under its agreements with USA Networks.

OXYGEN MEDIA, INC. Oxygen provides content aimed at the female audience
for distribution over the Internet and cable television systems. Vulcan Ventures
has agreed to invest up to $100 million in Oxygen. In addition, Charter
Communications Holding Company has agreed to enter into a carriage agreement
with Oxygen pursuant to which we intend to carry Oxygen programming content on
our cable systems. As of June 30, 1999, no expenses have been recognized as a
result of these agreements.

Mr. Allen and his affiliates have, and in the future likely will make,
numerous investments outside of Charter Communications Holding Company. We
cannot assure you that in the event that we or any of our subsidiaries enter
into transactions in the future with any affiliate of Mr. Allen, that such
transactions will be on terms as favorable to us as terms we might have obtained
from an unrelated third party. Also, conflicts could arise with respect to the
allocation of corporate opportunities between us and Mr. Allen and his
affiliates. Charter Communications, Inc.'s certificate of incorporation and
Charter Communications Holding Company's operating agreement contains provisions
governing the allocation of corporate opportunities as they arise between
Charter Communications, Inc. and Mr. Allen.

We have not instituted any formal plan or arrangement to address potential
conflicts of interest.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following description of our indebtedness is qualified in its entirety
by reference to the relevant credit facility, indenture and related documents
governing the debt.

EXISTING CREDIT FACILITIES

CHARTER OPERATING CREDIT FACILITIES. On March 18, 1999, all of our then-
existing senior debt, consisting of seven separate credit facilities, was
refinanced with proceeds of the sale of the original Charter Holdings notes and
proceeds of our initial senior secured credit facilities. The borrower under our
initial senior secured credit facilities is Charter Operating. The initial
senior secured credit facilities were arranged by Chase Securities, Inc.,
NationsBank Montgomery Securities LLC and TD Securities (USA) Inc. The initial
Charter Operating senior secured credit facilities provided for borrowings of up
to $2.75 billion.

The initial Charter Operating senior secured credit facilities were
increased on April 30, 1999 by $1.35 billion of additional senior secured credit
facilities. Obligations under the Charter Operating credit facilities are
guaranteed by Charter Operating's parent, Charter Holdings, and by Charter
Operatings' subsidiaries. The obligations under the Charter Operating credit
facilities are secured by pledges by Charter Operating of inter-company
obligations and the ownership interests of Charter Operating and its
subsidiaries, but are not secured by the other assets of Charter Operating or
its subsidiaries. The guarantees are secured by pledges of inter-company
obligations and the ownership interests of Charter Holdings in Charter
Operating, but are not secured by the other assets of Charter Holdings or
Charter Operating.

The initial senior secured credit facilities of $4.1 billion consist of:

- an eight and one-half year reducing revolving loan in the amount of $1.25
billion;

- an eight and one-half year Tranche A term loan in the amount of $1.0
billion; and

- a nine-year Tranche B term loan in the amount of $1.85 billion.

The Charter Operating credit facilities provide for the amortization of the
principal amount of the Tranche A term loan facility and the reduction of the
revolving loan facility beginning on June 30, 2002 with respect to the Tranche A
term loan and on March 31, 2004 with respect to the revolving credit facility,
with a final maturity date of September 18, 2007. The amortization of the
principal amount of the Tranche B term loan facility is substantially
"back-ended," with more than ninety percent of the principal balance due in the
year of maturity. The Charter Operating credit facilities also provide for an
incremental term facility of up to $500 million which is conditioned upon
receipt of additional new commitments from lenders. If the incremental term
facility becomes available, up to 50% of the borrowings under it may be repaid
on terms substantially similar to

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that of the Tranche A term loan and the remaining portion on terms substantially
similar to the Tranche B term loan. The credit facilities also contain
provisions requiring mandatory loan prepayments under some circumstances, such
as when significant amounts of assets are sold and the proceeds are not promptly
reinvested in assets useful in the business.

The Charter Operating credit facilities provide the borrower with two
interest rate options, to which a margin is added: a base rate option, generally
the "prime rate" of interest, and an interest rate option based on the interbank
eurodollar rate. Interest rate margins for the Charter Operating credit
facilities depend upon performance measured by a "leverage ratio," or, the ratio
of indebtedness to annualized operating cash flow. Annualized operating cash
flow is defined as the immediately preceding quarter's operating cash flow,
before management fees, multiplied by four. This leverage ratio is based on the
debt of Charter Operating and its subsidiaries, exclusive of the outstanding
notes and other debt for money borrowed, including guarantees by Charter
Operating and by Charter Holdings. The interest rate margins for the Charter
Operating credit facilities are as follows:

- with respect to the revolving loan and the Tranche A term loan, the
margin ranges from 1.5% to 2.25% for eurodollar loans and from 0.5% to
1.25% for base rate loans.

- with respect to the Tranche B term loan, the margin ranges from 2.25% to
2.75% for eurodollar loans and from 1.25% to 1.75% for base rate loans.

The Charter Operating credit facilities contain representations and
warranties, affirmative and negative covenants, information requirements, events
of default and financial covenants. The financial covenants, which are generally
tested on a quarterly basis, measure performance against standards set for
leverage, debt service coverage, and operating cash flow coverage of cash
interest expense.

Under most circumstances, acquisitions and investments may be made without
the consent of the lenders as long as Charter Operating's operating cash flow
for the four complete quarters preceding the acquisition or investment equals or
exceeds 1.75 times the sum of its cash interest expense plus any restricted
payments, on a pro forma basis after giving effect to the acquisition or
investment.

The Charter Operating credit facilities also contain a change of control
provision, making it an event of default, and permitting acceleration of the
debt, in the event that either:

- Mr. Allen, including his estate, heirs and other related entities, fails
to maintain a 51% direct or indirect voting and economic interest in
Charter Operating, provided that after the consummation of an initial
public offering by Charter Holdings or an affiliate of Charter Holdings,
the economic interest percentage may be reduced to 25%, or

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- a change of control occurs under the indentures governing the Charter
Holdings notes.

The various negative covenants place limitations on the ability of Charter
Holdings, Charter Operating and their subsidiaries to, among other things:

- incur debt;

- pay dividends;

- incur liens;

- make acquisitions;

- investments or asset sales; or

- enter into transactions with affiliates.

Distributions by Charter Operating under the credit facilities to Charter
Holdings to pay interest on the Charter Holdings notes are generally permitted,
except during the existence of a default under the credit facilities. If the
8.250% Charter Holdings notes are not refinanced prior to six months before
their maturity date, the entire amount outstanding of the Charter Operating
credit facilities will become due and payable. As of June 30, 1999,
approximately $2.025 billion was outstanding and $2.075 billion was available
for borrowing under the Charter Operating credit facilities.

CREDIT FACILITIES TO BE ASSUMED IN CONNECTION WITH OUR PENDING ACQUISITIONS

FALCON CABLE COMMUNICATIONS CREDIT FACILITIES. In May 1999, Charter
Investment, Inc. entered into the Falcon acquisition agreements. The assumed
debt portion of the purchase price includes $967.0 million of senior credit
facilities of Falcon Cable Communications, LLC (the Falcon borrower). On July
21, 1999, a required percentage of the lenders under the Falcon borrower credit
agreement dated June 30, 1998 agreed to amend and restate the credit agreement,
effective on the date that we close our acquisition of Falcon. Unless otherwise
noted, the description below gives effect to this amendment and restatement,
which becomes effective at the time of the acquisition.

The Falcon credit facilities have maximum borrowings of $1.5 billion. The
current amount outstanding under the credit facilities is approximately $967.0
million, consisting of:

- A revolving facility in the amount of approximately $469.5 million;

- A term loan B in the amount of approximately $199 million; and

- A term loan C in the amount of approximately $298.5 million.

We are in the process of raising additional commitments for a permitted
supplemental revolving credit facility in the maximum amount of $350 million.
The revolving facility and the supplemental revolving facility amortize
beginning in 2001 and 2003, respectively, and ending on December 29, 2006 and

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December 31, 2007, respectively. The term loan B and term loan C facilities
amortize beginning in 1999 and ending on June 29, 2007 and December 31, 2007,
respectively. The obligations under these facilities are guaranteed by the
subsidiaries of the Falcon borrower. The obligations under the Falcon borrower
credit facilities are secured by pledges of the ownership interests and inter-
company obligations of the Falcon borrower and its subsidiaries, but are not
secured by other assets of the Falcon borrower or its subsidiaries.

The Falcon borrower credit facilities currently in effect provide for the
$350 million incremental availability referred to above, which we are currently
in the process of soliciting from the existing lenders. This facility is in the
form of an additional revolving loan. Upon the effectiveness of the amendment
and restatement of the Falcon borrower credit facilities at the time of the
acquisition of Falcon borrower by Charter Communications Holding Company, up to
an additional $350 million supplemental facility will be available, subject to
the borrower's ability to obtain additional commitments from lenders.

The Falcon borrower credit facilities also contain provisions requiring
mandatory loan prepayments under certain circumstances, such as when significant
amounts of assets are sold and the proceeds are not promptly reinvested in
assets useful in the business of the Falcon borrower.

The Falcon credit facilities provide the Falcon borrower with two interest
rate options, to which a margin is added: a base rate option, generally the
"prime rate" of interest, and an interest rate option rate based on the
interbank eurodollar rate. Interest rates for the Falcon credit facilities, as
well as a fee payable on unborrowed amounts available under these facilities,
will depend upon performance measured by a "leverage ratio," or, the ratio of
indebtedness to annualized operating cash flow. Annualized operating cash flow
is defined as the immediately preceding quarter's operating cash flow, before
management fees, multiplied by four. This leverage ratio is based on the debt of
the Falcon borrower and its subsidiaries, exclusive of the Falcon debentures
described below. The interest rate margins for the Falcon credit facilities are
as follows:

- With respect to the revolving loan facility, the margin ranges from 1.0%
to 2.0% for eurodollar loans and from 0.0% to 1.0% for base rate loans.

- With respect to Term Loan B, the margin ranges from 1.75% to 2.25% for
eurodollar loans and from 0.75% to 1.25% for base rate loans.

- With respect to Term Loan C, the margin ranges from 2.0% to 2.5% for
eurodollar loans and from 1.0% to 1.5% for base rate loans.

The Falcon borrower credit facilities contain representations and
warranties, affirmative and negative covenants, information requirements, events
of default and financial covenants. The financial covenants, which are generally
tested on a quarterly basis, measure performance against standards set for
leverage, debt service coverage, and operating cash flow coverage of cash
interest expense.

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The Falcon credit facilities also contain a change of control provision,
making it an event of default, and permitting acceleration of the debt, in the
event that either:

- Mr. Allen, including his estate, heirs and other related entities, fails
to maintain a 51% direct or indirect voting and economic interest in the
Falcon borrower, provided that after the consummation of an initial
public offering by the Falcon borrower or an affiliate of the Falcon
borrower, the economic interest percentage may be reduced to 25%; or

- A change of control occurs under the indentures governing the Falcon
debentures or under the terms of other debt of Falcon.

The various negative covenants place limitations on the ability of the
Falcon borrower and its subsidiaries to, among other things:

- incur debt;

- pay dividends;

- incur liens;

- make acquisitions;

- investments or assets sales; or

- enter into transactions with affiliates.

Distributions by the Falcon borrower under its credit facilities to pay
interest on the Falcon debentures are generally permitted, except during the
existence of a default under the credit facilities.

As of June 30, 1999, $967 billion was outstanding and $533 million was
available for borrowing under the Falcon credit facilities.

OTHER SENIOR CREDIT FACILITIES

In connection with its acquisitions of Bresnan and Avalon, Charter
Communications Holding Company will assume or refinance the existing credit
facilities of those companies. In the event it assumes such credit facilities,
it will attempt, as it has succeeded with respect to Falcon, to renegotiate the
terms of such indebtedness on terms substantially similar or identical to the
terms of the senior credit facilities for Charter Operating. In the event it is
unable to do so, it will assume such indebtedness on its existing terms, if
permitted, or refinance such indebtedness. However, we cannot assure you that
Charter Communications Holding Company will be successful in its effort to
assume and renegotiate, or to refinance, any of such existing senior
indebtedness.

BRESNAN CREDIT FACILITIES

On February 2, 1999, Bresnan entered into a loan agreement providing for
borrowings of up to $650 million. The obligations under the Bresnan credit
facilities are guaranteed by the restricted subsidiaries of Bresnan. The

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obligations under the Bresnan credit facilities are secured by pledges of the
ownership interests and intercompany obligations of Bresnan, its subsidiaries
and its parent company, but are not secured by other assets of Bresnan, its
subsidiaries or its parent company.

The Bresnan credit facilities consist of:

- a reducing revolving loan facility in the amount of $150 million;

- a term loan A facility in the amount of $328 million; and

- a term loan B facility in the amount of $172 million.

The Bresnan credit facilities provide for the amortization of the principal
amount of the term loan A facility and the reduction of the revolving loan
facility beginning March 31, 2002, with a final maturity date of June 30, 2007.
The amortization of the term loan B facility is substantially "back-ended", with
more than ninety percent of the principal balance due on the final maturity date
of February 2, 2008. The Bresnan credit facilities also provide for an
incremental term facility of up to $200 million, which is conditioned upon
receipt of additional commitments from lenders. If the incremental term facility
becomes available, it may be in the form of revolving loans or term loans, but
may not amortize more quickly that the reducing revolving loan facility or the
term loan A facility, and may not have a final maturity date earlier than six
calendar months after the maturity date of the term loan B facility.

The Bresnan credit facilities provide Bresnan with two interest rate
options, to which a margin is added: a base rate, generally the "prime rate" of
interest, and an interest rate option rate based on the interbank eurodollar
rate. Interest rate margins for the Bresnan credit facilities depend upon
performance measured by a "leverage ratio," that is, the ratio of total debt to
annualized operating cash flow of Bresnan and its restricted subsidiaries.
Annualized operating cash flow is defined as the immediately preceding quarter's
operating cash flow multiplied by four. The interest rate margins for the
Bresnan credit facilities are as follows:

- there is no margin with respect to the revolving loan facility.

- with respect to the term loan A facility, the margin ranges from 0.75% to
2.25% for eurodollar loans and from 0.0% to 1.25% for base rate loans.

- with respect to the term loan B facility, the margin ranges from 2.5% to
2.75% for eurodollar loans and from 1.5% to 1.75% for base rate loans.

The Bresnan credit facilities contain various representations and
warranties, affirmative and negative covenants, information requirements, events
of default and financial covenants. The financial covenants, which are generally
tested on a quarterly basis, measure performance against standards set for
leverage, debt service coverage, and operating cash flow coverage of cash
interest expense.

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Certain negative covenants place limitations on the ability of Bresnan and its
restricted subsidiaries to, among other things:

- incur debt;

- pay dividends;

- incur liens;

- make acquisitions;

- investments or asset sales; or

- enter into transactions with affiliates.

Acquisitions may be made by Bresnan or its restricted subsidiaries without
the consent of the lenders so long as the leverage ratio for total debt is less
than or equal to 5.50 to 1.00, after giving effect to the acquisition. Other
investments may only be made on a limited basis within certain dollar amounts or
"baskets."

The Bresnan credit facilities contain a change of control provision, making
it an event of default, and permitting acceleration of the debt, in the event
that either:

- TCI Communications, including its affiliates, fails to own at least
twenty-five percent of the membership interests of Bresnan;

- Entities affiliated with the Blackstone Funds fail to own at least twenty
percent of the membership interest in Bresnan prior to January 29, 2002;
or

- Thereafter, if the entities affiliated with the Blackstone Funds fail to
own at least twenty percent of the membership interests in Bresnan, if
any party(other than Bresnan Communications, Inc. or its affiliates),
owns a greater percentage interest in Bresnan than the percentage
interest held by TCI Communications and its affiliates.

The Bresnan credit facilities also contain an asset sale provision,
requiring the borrower to use the net proceeds from any asset sales in excess of
$10 million:

- to repay outstanding principal under the Bresnan facilities;

- for permitted acquisitions; or

- for the purchase of similar assets.

The Bresnan credit facilities also require that the company be managed by a
Bresnan management company, BCI (USA), LLC. The foregoing provisions, among
others, will require material amendments to, or a refinancing of, the Bresnan
credit facilities upon the acquisition of Bresnan. If we cannot obtain consents
of lenders for amendments to the Bresnan credit facilities or arrange for their
refinancing, we will be required to repay the Bresnan credit facilities.

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As of June 30, 1999, there was $500 million total principal amount
outstanding under the Bresnan credit facilities.

AVALON CREDIT FACILITIES. Avalon's existing credit facilities, under a
loan agreement dated November 5, 1998, include a revolving loan facility,
maturing October 31, 2005, a term loan A facility, maturing on October 31, 2005,
and a term loan B facility, maturing October 31, 2006, with total commitments
under all facilities of approximately $345 million. Unlike the Charter
Operating, Bresnan, and Falcon facilities, the Avalon credit facilities are
secured by all assets of the borrower and its subsidiaries, real and personal
property, including ownership interests and inter-company indebtedness.

The Avalon credit facilities provide for the amortization of the principal
amount of the term loan A facility beginning on January 31, 2001. The
amortization of the principal amount of the term loan B facility is
substantially "back-ended," with more than 90% of the principal balance due in
2006, the year of maturity. The credit facilities also provide for an
incremental term facility of up to $75 million, which is conditioned upon
receipt of additional commitments from lenders. Mandatory loan prepayments are
required under specified circumstances, such as when significant amounts of
assets are sold and the proceeds are not promptly reinvested in assets useful in
the business.

The credit facilities provide Avalon with two interest rate options, to
which a margin is added: a base rate, generally the "prime rate" of interest,
and an interest rate option based on an interbank eurodollar rate. Interest rate
margins for the Avalon credit facilities depend upon performance measured by a
"leverage ratio," that is, the ratio of consolidated debt to earnings before
interest, taxes, depreciation and amortization for the four preceding fiscal
quarters. The interest rate margins for the Avalon credit facilities are as
follows:

- with respect to the revolving loan facility and the term loan A facility,
the margin ranges from 1.75% to 3.0% for eurodollar loans and from 0.75%
to 2.0% for base rate loans,

- with respect to the term loan B facility, the margin is 3.75% for
eurodollar loans and 2.75% for base rate loans.

The credit facilities contain representations and warranties, affirmative
and negative covenants, events of default and financial covenants. The financial
covenants, which are generally tested on a quarterly basis, measure performance
against standards set for leverage, interest coverage, fixed charge coverage and
debt service coverage.

Certain negative covenants place limitations on the ability of Avalon and
its subsidiaries to, among other things:

- incur debt;

- pay dividends;

- incur liens;

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- enter into any merger, consolidation or amalgamation;

- make any investments or asset sales; or

- enter into transactions with affiliates

The Avalon credit facilities also contain a change of control provision,
making it an event of default and permitting acceleration of the debt under
certain circumstances, including the following:

- Avalon Cable Holdings LLC ceases to own and control 80% of the ordinary
voting power of the outstanding capital stock of Avalon Cable LLC;

- Avalon Cable LLC ceases to own and control 100% of each class of
outstanding capital stock of Avalon Cable of Michigan LLC, Avalon Cable
of New England LLC and Avalon Cable Finance, Inc.; or

- A change of control occurs under the indentures governing the Avalon
notes.

Unless the lenders under the Avalon credit facilities grant consents, the
completion of the Avalon acquisition will constitute a change of control. If we
cannot obtain those consents or refinance the Avalon credit facilities, we will
be required to repay the Avalon credit facilities.

As of June 30, 1999, there was approximately $177.4 million total principal
amount outstanding under the Avalon credit facilities.

EXISTING PUBLIC DEBT

THE CHARTER HOLDINGS NOTES. The original 8.250% Charter Holdings notes,
8.625% Charter Holdings notes and 9.920% Charter Holdings notes were issued and
the new 8.250% Charter Holdings notes, 8.625% Charter Holdings notes and 9.920%
Charter Holdings notes will be issued under three separate indentures, each
dated as of March 17, 1999, among Charter Holdings and Charter Communications
Holdings Capital Corporation, as the issuers, Marcus Cable Holdings, LLC, as
guarantor and Harris Trust and Savings Bank, as trustee. The issuers of the
original Charter Holdings notes have commenced an offer to exchange these notes
for new Charter Holdings notes by filing and causing to be declared effective a
registration statement under the Securities Act of 1933 for the exchange. The
form and terms of the new Charter Holdings notes will be the same in all
material respects as the form and terms of the original Charter Holdings notes,
except that the new Charter Holdings notes will be registered under the
Securities Act of 1933 and, therefore, will not bear legends restricting the
transfer thereof. At the time of the sale of the original Charter Holdings
notes, Marcus Holdings guaranteed the Charter Holdings notes and issued a
promissory note to Charter Holdings for certain amounts loaned by Charter
Holdings to subsidiaries of Marcus Holdings. At the time of the merger of
Charter Holdings with Marcus Holdings, both the guarantee and the promissory

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note automatically became ineffective under the terms of the Charter Holdings
indentures. Consequently, all references in the Charter Holdings indentures and
the Charter Holdings notes to the guarantor, the guarantee or the promissory
note, and all related matters, such as the pledges of any collateral, became
inapplicable. The Charter Holdings notes are general unsecured obligations of
the issuers. The 8.250% Charter Holdings notes mature on April 1, 2007 and as of
June 30, 1999, there was $600 million in total principal amount outstanding. The
8.625% Charter Holdings notes will mature on April 1, 2009 and as of June 30,
1999, there was $1.5 billion in total principal amount currently outstanding.
The 9.920% Charter Holdings discount notes mature on April 1, 2011 and as of
June 30, 1999, the total accreted value was $931.6 million. Net proceeds from
the sale of Charter Holdings discount notes were $905.6 million. Cash interest
on the 9.920% Charter Holdings notes will not accrue prior to April 1, 2004.

The Charter Holdings notes are senior debts of the co-issuers. They rank
equally with the current and future unsecured and unsubordinated debt, including
trade payables, of Charter Holdings.

The issuers will not have the right to redeem the 8.250% Charter Holdings
notes prior to their maturity date on April 1, 2007. However, before April 1,
2002, the issuers may redeem up to 35% of each of the 8.625% Charter Holdings
notes and the 9.920% Charter Holdings notes with the proceeds of certain
offerings of equity securities. In addition, on or after April 1, 2004, the
issuers may redeem some or all of the 8.625% Charter Holdings notes and the
9.920% Charter Holdings notes at any time.

In the event of a specified change of control event, the issuers must offer
to repurchase any then-outstanding Charter Holdings notes at 101% of their
principal amount or accreted value, as applicable, plus accrued and unpaid
interest. The consummation of the offering will not trigger any change of
control provisions under the Charter Holdings notes.

The indentures governing the Charter Holdings notes also contain certain
events of default, affirmative covenants and negative covenants. Subject to
certain important exceptions, the indentures governing the Charter Holdings
notes, among other things, restrict the ability of the issuers and certain of
their subsidiaries to:

- incur additional debt;

- create specified liens;

- pay dividends on stock or repurchase stock;

- make investments;

- sell all or substantially all of our assets or merge with or into other
companies;

- sell assets;

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- in the case of our restricted subsidiaries, create or permit to exist
dividend or payment restrictions with respect to us; and

- engage in certain transactions with affiliates.

RENAISSANCE NOTES. The original Renaissance notes and new Renaissance
notes were issued by Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC and Renaissance Media Capital Corporation, with Renaissance
Media Group LLC as guarantor and the United States Trust Company of New York as
trustee. Renaissance Media Group LLC, which is the direct or indirect parent
company of these issuers, is now a subsidiary of Charter Operating. The
Renaissance notes and the Renaissance guarantee are unsecured, unsubordinated
debt of the issuers and the guarantor, respectively. In October 1998, the
issuers exchanged $163.175 million of the original issued and outstanding 10%
senior discount notes due 2008 for an equivalent value of 10% senior discount
notes due April 15, 2008. The form and terms of the new Renaissance notes are
the same in all material respects as the form and terms of the original
Renaissance notes except that the issuance of the new Renaissance notes was
registered under the Securities Act.

There will not be any payment of interest in respect of the Renaissance
notes prior to October 15, 2003. Interest on the Renaissance notes shall be paid
semi-annually in cash at a rate of 10% per annum beginning on October 15, 2003.
The Renaissance notes are redeemable at the option of the issuer, in whole or in
part, at any time on or after April 15, 2003, initially at 105% of their
principal amount at maturity, plus accrued interest, declining to 100% of the
principal amount at maturity, plus accrued interest, on or after April 15, 2006.
In addition, at any time prior to April 15, 2001, the issuers may redeem up to
35% of the original total principal amount at maturity of the Renaissance notes
with the proceeds of one or more sales of capital stock at 110% of their
accreted value on the redemption date, provided that after any such redemption
at least $106 million total principal amount at maturity of Renaissance notes
remains outstanding.

Our acquisition of Renaissance triggered change of control provisions of
the Renaissance notes that required us to offer to purchase the Renaissance
notes at a purchase price equal to 101% of their accreted value on the date of
the purchase, plus accrued interest, if any. In May 1999, we made an offer to
repurchase the Renaissance notes, and holders of Renaissance notes representing
30% of the total principal amount outstanding at maturity tendered their
Renaissance notes for repurchase.

The indenture contains certain covenants that restrict the ability of the
issuers and their restricted subsidiaries to:

- incur additional debt;

- create liens;

- engage in sale-leaseback transactions;

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- pay dividends or make contributions in respect of their capital stock;

- redeem capital stock;

- make investments or certain other restricted payments;

- sell assets;

- issue or sell stock of restricted subsidiaries;

- enter into transactions with stockholders or affiliates; or

- effect a consolidation or merger.

As of June 30, 1999, there was outstanding $114.4 million, total principal
amount at maturity of Renaissance notes, with an accreted value of $82.6
million.

HELICON NOTES

On November 3, 1993, The Helicon Group, L.P. and Helicon Capital Corp.
jointly issued $115.0 million aggregate principal amount of 11% senior secured
notes due 2003. On February 3, 1994, the issuers exchanged the original Helicon
notes for an equivalent value of new Helicon notes. The form and terms of the
new Helicon notes are the same as the form and terms of the corresponding
original Helicon notes except that the new Helicon notes were registered under
the Securities Act of 1933 and, therefore the new Helicon notes do not bear
legends restricting their transfer. The Helicon notes bear interest at a rate of
11% per annum.

The Helicon notes are senior obligations of the issuers and are secured by
substantially all of their cable assets, subject to a number of exceptions. The
Helicon notes may be redeemed at the option of the issuers in whole or in part
at any time, at specified redemption prices plus accrued interest to the date of
redemption. While the Helicon notes are currently redeemable at a redemption
price of 106% of the total principal amount, plus accrued interest, if any,
beginning on November 1, 1999 we may call the Helicon notes at a redemption
price of 103% of total principal amount, plus accrued interest. The Helicon
notes were issued with original issue discount. The issuers are required to
redeem $25 million principal amount of the Helicon notes on each of November 1,
2001 and November 1, 2002. Our acquisition of Helicon triggered change of
control provisions under the Helicon notes that require us to make an offer to
repurchase these notes at a price equal to 101% of their principal amount plus
accrued interest. We will make such an offer to repurchase. We anticipate
repurchasing the Helicon notes at a price equal to 103% of their aggregate
principal amount plus accrued interest once the redemption price of 103% becomes
effective beginning November 1, 1999. The Helicon notes are currently callable
at 106%.

The indenture governing the Helicon notes restricts, among other things,
the ability of the issuers and some of their subsidiaries to:

- incur additional debt;

- make specified distributions;

- redeem equity interests;

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- enter into transactions with affiliates; and

- merge or consolidate with or sell substantially all of the assets of the
issuers.

As of June 30, 1999, $115.0 million total principal amount of the Helicon
notes remains outstanding.

RIFKIN NOTES

The Rifkin notes were issued by Rifkin Acquisition Partners, and Rifkin
Acquisition Capital Corp. as co-issuers, subsidiaries of the partnership other
than Rifkin Acquisition Capital Corp. as guarantors, and Marine Midland Bank as
trustee. In March 1996, the issuers exchanged $125.0 million aggregate principal
amount of the originally issued and outstanding 11 1/8% senior subordinated
notes due 2006 for an equivalent value of new 11 1/8% senior subordinated notes
due 2006. The form and terms of the new Rifkin notes are substantially identical
to the form and terms of the original Rifkin notes except that the new Rifkin
notes have been registered under the Securities Act and, therefore, do not bear
legends restricting the transfer thereof. Interest on the Rifkin notes accrues
at the rate of 11 1/8% per annum and is payable in cash semi-annually in arrears
on January 15 and July 15 of each year, commencing July 15, 1996.

The Rifkin notes are redeemable at the issuers' option, in whole or in
part, at any time on or after January 15, 2001, at 105.563% of the principal
amount together with accrued and unpaid interest, if any, to the date of the
redemption. This redemption premium declines over time to 100% of the principal
amount, plus accrued and unpaid interest, if any, on or after January 15, 2005.

Our acquisition of Rifkin triggered change of control provisions of the
Rifkin notes that require us to offer to purchase the Rifkin notes at a purchase
price equal to 101% of their principal amount, plus accrued interest, if any. We
have made an offer to repurchase the Rifkin notes which expires on October 18,
1999, unless extended. In connection with this offer, we have solicited consents
to amend the related indenture and have offered to pay any holder of notes that
consents and tenders prior to October 1, 1999, an additional $30.00 per $1,000
principal amount of notes tendered.

The Rifkin notes are jointly and severally guaranteed on a senior
subordinated basis by specified subsidiaries of the issuers. The guarantees of
the Rifkin notes will be general unsecured obligations of the guarantors and
will be subordinated in right of to all existing and future senior debt of the
guarantors.

Among other restrictions, the indentures governing the Rifkin notes contain
covenants which limit the ability of the issuers and specified subsidiaries to:

- assume additional debt and issue specified additional equity interests;

- make restricted payments;

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- enter into transactions with affiliates;

- incur liens;

- make specified contributions and payments to Rifkin Acquisition Partners;

- transfer specified assets to subsidiaries; and

- merge, consolidate, and transfer all or substantially all of the assets
of Rifkin Acquisition Partners to another person.

As of June 30, 1999, there was $125.0 million total principal outstanding
on the Rifkin notes.

PUBLIC DEBT TO BE ASSUMED IN CONNECTION WITH OUR PENDING ACQUISITIONS

THE FALCON DEBENTURES. The Falcon debentures, consisting of 8.375% Series A
senior debentures due 2010 and 9.285% Series A senior discount debentures due
2010, were issued by Falcon Holding Group, L.P. and Falcon Funding Corporation
on April 3, 1998. On August 5, 1998, the issuers proposed an exchange offer
whereby the outstanding $375 million Series A senior debentures and $435.3
million Series A senior discount debentures were exchanged for an equivalent
value of Series B senior debentures and Series B senior discount debentures. The
form and terms of the new debentures are the same as the form and terms of the
corresponding original Falcon debentures except that the issuance of the
exchange debentures was registered under the Securities Act of 1933 and,
therefore, the exchange debentures do not bear legends restricting the transfer
thereof.

The Falcon debentures will mature on April 15, 2010. Interest on the Falcon
debentures accrues from the issue date or from the most recent interest payment
date to which interest has been paid or provided for, payable semiannually on
April 15 and October 15 of each year. No interest on the Series B senior
discount debentures will be paid prior to April 15, 2003. The issuers may,
however, elect to commence accrual of cash interest on any payment date, in
which case the outstanding principal amount at maturity of Series B senior
discount debenture will be reduced to the accreted value of such Series B senior
discount debenture as of such interest payment date and the interest will be
payable semiannually in cash on each interest payment date thereafter.

The Falcon debentures will be redeemable at the option of the issuers, in
whole or in part, at any time on or after April 15, 2003, at a premium and, in
each case, plus accrued and unpaid interest, if any, to the date of redemption.
This premium declines over time to 100% of their principal amount, plus accrued
and unpaid interest, if any, on or after April 15, 2006. In addition, at any
time prior to April 15, 2001, the issuers may redeem, at a premium, up to 35% of
the total principal amount or accreted value, as applicable, of the Falcon
debentures with the net cash proceeds of specified equity issuances, in each
case plus accrued and unpaid interest, if any, to the date of redemption.
Following a

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redemption, at least 65% in total principal amount at maturity of the Falcon
senior discount debentures and $195 million of the total principal amount of
Falcon senior debentures must remain outstanding.

In the event of specified change of control events, the holders of the
Falcon debentures will have the right to require the issuers to purchase their
Falcon debentures at a price equal to 101% of their principal amount or accreted
value, as applicable, plus accrued and unpaid interest, if any, to the date of
purchase. The Falcon acquisition will give rise to this right.

The Falcon debentures are joint and several senior unsecured obligations of
the issuers. The Falcon debentures are the obligations of the issuers only, and
the issuers' subsidiaries do not have any obligation to pay any amounts due
under the Falcon debentures. Therefore, the Falcon debentures are effectively
subordinated to all existing and future liabilities of the issuers'
subsidiaries.

Among other restrictions, the indentures governing the Falcon debentures
contain certain limitations on the issuers' and their specified subsidiaries'
ability to:

- incur additional debt;

- make restricted payments;

- create certain liens;

- sell all or substantially all of their assets or merge with or into other
companies;

- invest in unrestricted subsidiaries and affiliates;

- pay dividends or make any other distributions on any capital stock; and

- guarantee any debt which is equal or subordinate in right of payment to
the Falcon debentures.

As of June 30, 1999, there was $375.0 million total principal amount
outstanding on the Falcon senior debentures, and the accreted value of the
senior discount debentures was $308.7 million.

THE FALCON SUBORDINATED NOTES

On October 21, 1991, Falcon Holding Group, L.P. issued $15.0 million
aggregate principal amount of 11.56% subordinated notes due 2001. Interest is
payable semi-annually on March 31 and September 30 of each year.

The Falcon subordinated notes are redeemable at the issuer's option, in
whole or in part, at any time in whole or part on or after June 30, 1993, at
100% of their principal amount, plus accrued interest to the date of redemption
and a make-whole premium.

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Among other restrictions, the note purchase agreement governing the Falcon
subordinated notes limits the activities of the issuer and its subsidiaries to:

- incur additional debt;

- pay dividends or make other restricted payments;

- enter into transactions with affiliates;

- create liens;

- incur additional debt; and

- sell assets or subsidiary stock.

In addition, the terms of the note purchase agreement prohibits the issuer from
being acquired by an unaffiliated entity. Our acquisition of Falcon will
constitute an event of default under the note purchase agreement and will give
rise, if written notice is given by holders of a majority in outstanding amount
of notes, to an obligation to repay all outstanding principal and accrued
interest on the Falcon subordinated notes, plus a make-whole premium, within 30
days of the receipt of the notice. The make-whole premium equals the difference
between the principal amount of the subordinated notes and the present value of
all principal payments, principal prepayments and interest payments.

As of June 30, 1999, $15.0 million principal amount of the Falcon
subordinated notes was outstanding.

THE AVALON 11 7/8% NOTES

On December 3, 1998, Avalon Cable LLC and Avalon Cable Holdings Finance,
Inc. jointly issued $196 million total principal amount at maturity of 11 7/8%
senior discount notes due December 1, 2008. On July 22, 1999, the issuers
exchanged $196 million of the original issued and outstanding 11 7/8% senior
discount notes for an equivalent amount of new 11 7/8% senior discount notes due
December 1, 2008. The form and terms of the new Avalon 11 7/8% notes are
substantially identical to the original Avalon 11 7/8% notes except that they
will be registered under the Securities Act of 1933 and, therefore, are not
subject to the same transfer restrictions. The issuers received no proceeds from
the exchange offer.

The Avalon 11 7/8% notes are guaranteed by Avalon Cable of Michigan, Inc.,
an equity holder in Avalon Cable LLC, and its sole stockholder, Avalon Cable of
Michigan Holdings, Inc.

There will be no current payments of cash interest on the Avalon 11 7/8%
notes before December 1, 2003. The new Avalon 11 7/8% notes accrete in value at
a rate of 11 7/8% per annum, compounded semi-annually, to an aggregate

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principal amount of $196 million on December 1, 2003. After December 1, 2003,
cash interest on the Avalon 11 7/8% notes:

- will accrue at the rate of 11 7/8% per year on the principal amount at
maturity of the new notes, and

- will be payable semi-annually in arrears on June 1 and December 1 of each
year, commencing June 1, 2004.

On December 1, 2003, the issuers will be required to redeem an amount equal
to $369.79 per $1,000 in principal amount at maturity of each Avalon 11 7/8%
note, on a pro rata basis at a redemption price of 100% of the principal amount
at maturity of the Avalon 11 7/8% notes so redeemed.

On or after December 1, 2003, the issuers may redeem the Avalon 11 7/8%
notes, in whole or in part. Before December 1, 2001, the issuers may redeem up
to 35% of the total principal amount at maturity of the Avalon 11 7/8% notes
with the proceeds of one or more equity offerings and/or strategic equity
investments.

In the event of specified change of control events, holders of the Avalon
11 7/8% notes will have the right to sell their Avalon 11 7/8% notes to the
issuers at 101% of:

- the accreted value of the Avalon 11 7/8% notes in the case of repurchases
of Avalon notes prior to December 1, 2003; or

- the total principal amount of the Avalon 11 7/8% notes in the case of
repurchases of Avalon 11 7/8% notes on or after December 1, 2003, plus
accrued and unpaid interest and liquidated damages, if any, to the date
of purchase.

Our acquisition of Avalon will trigger this right.

Among other restrictions, the indenture governing the Avalon 11 7/8% notes
limits the ability of the issuers and their specified subsidiaries to:

- incur additional debt;

- pay dividends or make specified other restricted payments;

- enter into transactions with affiliates;

- sell assets or subsidiary stock;

- create liens;

- restrict dividends or other payments from restricted subsidiaries;

- merge, consolidate or sell all or substantially all of their combined
assets; and

- with respect to restricted subsidiaries, issue capital stock.

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As of June 30, 1999, the total accreted value of the outstanding Avalon
11 7/8% notes was $118.1 million.

THE AVALON 9 3/8% NOTES

On December 3, 1998, Avalon Cable of New England LLC, Avalon Cable Finance,
Inc. and Avalon Cable of Michigan, Inc. jointly issued $150 million total
principal amount at maturity of 9 3/8% senior subordinated notes due December 1,
2008. On July 22, 1999, the issuers exchanged $150 million of the original
issued and outstanding 9 3/8% senior subordinated notes for an equivalent amount
of new 9 3/8% senior subordinated notes due December 1, 2008. The form and terms
of the new Avalon 9 3/8% notes are substantially the same as the form and terms
of the original Avalon 9 3/8% notes except that the new Avalon 9 3/8% notes will
be registered under the federal securities laws and will not bear a legend
restricting the transfer thereof.

Interest on the Avalon 9 3/8% notes accrues at a rate of 9.375% per annum
from the date of issuance and is payable semiannually in arrears on June 1 and
December 1. The Avalon 9 3/8% notes are guaranteed by Avalon Cable of Michigan,
Inc. Avalon Cable of Michigan, Inc., however, does not have any significant
assets other than its interest in Avalon Cable LLC.

On or after December 1, 2003, the issuers may redeem the Avalon 9 3/8%
notes in whole or in part. Until December 1, 2001, the issuers may redeem up to
35% of the total principal amount of the Avalon 9 3/8% notes at a redemption
price equal to 109.375% of the principal amount thereof, plus accrued and unpaid
interest, if any, and liquidated damages, if any, with the net cash proceeds of
a strategic equity investment and/or an equity offering. Following the
redemption, at least 65% of the total principal amount of the Avalon 9 3/8%
notes must remain outstanding after each redemption.

Upon the occurrence of specified change of control events or the sale of
certain assets, holders of the Avalon 9 3/8% notes will have the opportunity to
sell their Avalon 9 3/8% notes to the issuers at 101% of their face amount, plus
accrued and unpaid interest and liquidated damages, if any, to the date of
purchase. Our acquisition of Avalon will trigger this right.

The Avalon 9 3/8% notes are general unsecured obligations of the issuers
and are subordinate in right of payment to all existing and future senior debt
of the issuers. The Avalon 9 3/8% notes rank equal in right of payment to any
senior subordinated debt of the issuers and rank senior in the right of payment
to all subordinated debt of the issuers.

Among other restrictions, the indenture governing the new Avalon 9 3/8%
notes limits the activities of the issuers and of their specified subsidiaries
to:

- incur additional debt;

- pay dividends or make other restricted payments;

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- enter into transactions with affiliates;

- sell assets or subsidiary stock;

- create liens;

- merge, consolidate or sell all or substantially all or their combined
assets;

- incur debt that is senior to the Avalon 9 3/8% notes but junior to
senior debt; and

- issue capital stock.

As of June 30, 1999, there was $150.0 million total principal outstanding
on the Avalon 9 3/8% notes.

THE BRESNAN NOTES

On February 2, 1999, Bresnan Communications Group LLC and Bresnan Capital
Corporation jointly issued $170 million total principal amount of 8% Series A
senior notes due 2009 and $275 million total principal amount at maturity of
9 1/4% Series A senior discount notes due 2009.

In September 1999, the issuers of the Bresnan notes completed an exchange
offer in which Bresnan senior notes and senior discount notes representing 100%
of the principal amount of all Bresnan notes outstanding were exchanged for new
notes. The form and terms of the new Bresnan notes are the same in all material
respects as the form and terms of the original Bresnan notes except that the new
Bresnan notes have been registered under the federal securities laws and will
not bear a legend restricting their transfer.

The Bresnan senior notes bear interest at 8% per year from the original
issue date or from the most recent date to which interest has been paid or
provided for, payable semiannually on February 1 and August 1 of each year,
commencing on August 1, 1999. The Bresnan senior discount notes bear interest at
9 1/4% per year, compounded semiannually, to a total principal amount of $275
million by February 1, 2004, unless the issuers elect to accrue interest on or
after February 1, 2002. On and after August 1, 2004, interest on the Bresnan
senior discount notes will accrue at a rate of 9 1/4% per year and will be
payable in cash semiannually in arrears on February 1 and August 1.

The Bresnan senior notes are not redeemable prior to February 1, 2004.
During the year 2004, the Bresnan senior notes are redeemable at 104.00% of the
principal amount plus accrued and unpaid interest. The premium decreases to
102.667% in 2005, 101.33% in 2006 and 100% on or after February 1, 2007.

The Bresnan senior discount notes are not redeemable prior to February 1,
2004. During the year 2004, the Bresnan senior discount notes will be redeemable
at 104.625% of their accreted value plus accrued and unpaid

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interest. The premium decreases to 103.083% in 2005, 101.542% in 2006 and 100%
in 2007.

At any time prior to February 1, 2002, the issuers may redeem up to 35% of
the total principal amount of the Bresnan senior notes at a redemption price
equal to 108% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of redemption with the net cash proceeds of one or more
equity offerings. Following such redemption, at least 65% of the total principal
amount of the Bresnan senior notes must remain outstanding.

At any time prior to February 1, 2002, the issuers may also redeem up to
35% of the total principal amount at maturity of the Bresnan senior discount
notes at a redemption price equal to 109.250% of the accreted value thereof plus
accrued and unpaid interest, if any, to the date of redemption, with the net
cash proceeds of one or more equity offerings. Following such redemption, at
least 65% of the total principal amount of the Bresnan senior discount notes
must remain outstanding.

The Bresnan notes will be senior unsecured obligations of the issuers and
will rank equal in right of payment with all existing and future senior debt of
and will be senior in right of payment to all its existing and future
subordinated debt. Bresnan Capital Corporation has no, and the terms of the
indenture governing the Bresnan notes prohibit it from having any, obligations
other than the Bresnan notes.

Upon the occurrence of specified change of control events, each holder of
Bresnan notes shall have the right to require the issuers to purchase all or any
part of such holder's notes at a purchase price of 101% of the principal amount
in the case of the Bresnan senior notes, and 101% of the accreted value thereof
in the case of the Bresnan senior discount notes, plus accrued and unpaid
interest, if any, to the purchase date. Our acquisition of Bresnan will trigger
this right.

Among other restrictions, the indenture governing the Bresnan notes limits
the ability of Bresnan Communications Group LLC and its specified subsidiaries
to:

- incur additional debt;

- make specified restricted payments;

- create liens;

- create or permit any restrictions on the payment of dividends or
other distributions to Bresnan Communications Group LLC;

- guarantee debt;

- consolidate with, merge into or transfer all or substantially all of
their assets;

- sell assets; and

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- transact business with their affiliates.

As of June 30, 1999, there was $170.0 million total principal outstanding
on the Bresnan senior notes and the accreted value of the outstanding Bresnan
senior discount notes was $181.8 million.

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DESCRIPTION OF CAPITAL STOCK AND MEMBERSHIP UNITS

GENERAL

Upon the completion of the offering, the capital stock of Charter
Communications, Inc. and the provisions of Charter Communications, Inc.'s
restated certificate of incorporation and bylaws will be as described below.
These summaries are qualified by reference to the restated certificate of
incorporation and the bylaws, copies of which have been filed with the
Securities and Exchange Commission as exhibits to our registration statement, of
which this prospectus forms a part.

Our authorized capital stock will consist of 1.5 billion shares of Class A
common stock, par value $.001 per share, 1.0 billion shares of Class B common
stock, par value $.001 per share and 250 million shares of preferred stock, par
value $.001 per share.

Provisions in Charter Communications, Inc.'s restated certificate of
incorporation provide that;

(1) at all times the number of shares of common stock of Charter
Communications, Inc. outstanding will be equal to the number of Charter
Communications Holding Company common membership units owned by Charter
Communications, Inc.;

(2) Charter Communications, Inc. will not hold any assets other than:

- working capital for the payment of current expenses;

- membership units of Charter Communications Holding Company;

- obligations of Charter Communications Holding Company; or

- assets acquired through the issuance of Charter Communications Inc.
common stock subject to an obligation to contribute such assets in
exchange for membership units of Charter Communications Holding
Company; and

(3) Charter Communications, Inc. will not incur any liability for borrowed
money or any capital lease other than in connection with a back-to-back
obligation from Charter Communications Holding Company.

Provisions in Charter Communications Holding Company's operating agreement
provide that upon the contribution by Charter Communications, Inc. of assets
acquired through the issuance of common stock by Charter Communications, Inc.,
Charter Communications Holding Company will issue to Charter Communications,
Inc. an equal number of common membership units as Charter Communications, Inc.
issued shares of common stock. In the event of the contribution by Charter
Communications, Inc. of assets acquired through the issuance of indebtedness or
preferred interests of Charter Communications, Inc., Charter Communications
Holding Company will issue to Charter

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Communications, Inc. a back-to-back instrument evidencing a corresponding
obligation.

We intend to conduct our operations and maintain our organizational
structure so that the exchange ratio of one share of common stock to one
membership unit will remain fixed.

COMMON STOCK

As of the completion of the offering, there will be 170,000,000 shares of
Class A common stock issued and outstanding and 50,000 shares of Class B common
stock issued and outstanding.

VOTING RIGHTS. The holders of Class A common stock and Class B common
stock generally have identical rights, except:

- each Class A common stockholder is entitled to one vote per share and

- each Class B common stockholder is entitled to the number of votes equal
for each share held by such holder to:

(1) ten, multiplied by the sum of:

(a) the number of shares of Class B common stock outstanding; and

(b) the number of shares of Class B common stock into which the
Charter Communications Holding Company membership units, as of
the applicable record date, are exchangeable pursuant to
agreements between the corporation and the holders of such
membership units; divided by

(2) the number of shares of Class B common stock outstanding.

- the Class B common stockholders have the sole power to amend the
provisions of Charter Communications, Inc.'s restated certificate of
incorporation relating to the activities in which Charter Communications,
Inc. may engage and relating to the exchange ratio of common stock to
membership units. See "Certain Relationships and Related
Transactions -- Allocation of Business Opportunities with Mr. Allen".

The voting rights relating to the election of Charter Communications,
Inc.'s board of directors are as follows:

- The Class B common stockholders are entitled to elect all but one member
of Charter Communications, Inc.'s board of directors.

- Class A and Class B common stockholders, voting together as one class,
are entitled to elect the remaining member of Charter Communications,
Inc.'s board of directors who is not elected by the Class B common
stockholders.

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- Class A common stockholders and Class B common stockholders are not
entitled to cumulate their votes in the election of directors.

- In addition, if Charter Communications, Inc. issues any series of
preferred stock that entitles holders to elect directors, the holders of
such series of preferred stock will be able to vote for directors as
provided the instrument creating such preferred stock.

Other than the election of directors and any matters where Delaware law or
Charter Communications, Inc.'s restated certificate of incorporation requires
otherwise, all matters to be voted on by stockholders must be approved by a
majority of the votes entitled to be cast by the shares of Class A common
stockholders and Class B common stockholders present in person or represented by
proxy, voting together as a single class, subject to any voting rights granted
to holders of any preferred stock.

Amendments to Charter Communications, Inc.'s restated certificate of
incorporation that would adversely alter or change the powers, preferences or
special rights of the Class A common stock or the Class B common stock also must
be approved by a majority of the votes entitled to be cast by the holders of the
outstanding shares of the affected class, voting as a separate class. In
addition, any amendment to Charter Communications, Inc.'s restated certificate
of incorporation:

- to issue any Class B common stock other than in exchange for Charter
Communications Holding Company membership units and other than pursuant
to specified stock splits and dividends;

- to issue any class of common stock having more than one vote per share or
any class of preferred stock; or

- affecting the voting powers of the Class B common stock,

must be approved by the affirmative vote of the holders of at least a majority
of the voting power of the outstanding Class B common stock, voting as a
separate class.

When the holders of Class B common stock cease to own or to have the right
to acquire a sufficient number of shares of Class B common stock, so that if all
those shares of Class B common stock were converted into shares of Class A
common stock, the shares of Class A common stock received upon that conversion
would no longer represent at least 15% of all the outstanding shares of Class A
common stock, then the Class B common stockholders will no longer have the right
to elect all but one director, and the Class A and Class B stockholders, voting
as a single class, would elect all of the directors, subject to any voting
rights granted to holders of any preferred stock.

If by operation of law or for any other reason the Class B common stock no
longer has more votes per share than the Class A common stock, then Charter
Communications, Inc. will lose its right to manage and will assign to Charter

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Investment, Inc. its rights and obligations as sole manager of Charter
Communications Holding Company under the Charter Communications, Inc. management
agreement and of Charter Operating under the Charter Operating management
agreement. In this case, Charter Communications, Inc. would also lose its 100%
voting control of Charter Communications Holding Company as provided in Charter
Communications Holding Company's operating agreement. These events could have a
material adverse impact on our business and the market price of the Class A
common stock. See "Risk Factors -- Our Structure".

DIVIDENDS. Holders of Class A common stock and Class B common stock will
share ratably (based on the number of shares of common stock held) in any
dividend declared by Charter Communications, Inc.'s board of directors, subject
to any preferential rights of any outstanding preferred stock. Dividends
consisting of shares of Class A common stock and Class B common stock may be
paid only as follows:

- shares of Class A common stock may be paid only to holders of Class A
common stock;

- shares of Class B common stock may be paid only to holders of Class B
common stock; and

- the number of shares of each class of common stock payable per share of
such class of common stock shall be equal in number.

CONVERSION OF CLASS B COMMON STOCK. Each share of outstanding Class B
common stock will automatically convert into one share of Class A common stock
if at any time:

- Mr. Allen and his affiliates dispose of shares of Charter Communications,
Inc. common stock or Charter Communications Holding Company membership
units so that after those dispositions the value of their aggregate
investment in Charter Communications, Inc. and Charter Communications
Holding Company is less than 20% of the value of their aggregate
investment as of the closing date of this offering; and

- at any time following this event, the value of all shares of capital
stock of Charter Communications, Inc. and its subsidiaries owned by Mr.
Allen and his affiliates directly and indirectly (assuming for this
purpose the exchange of all their membership units in Charter
Communications Holding Company for shares of Class B common stock) is
less than 5% of the consolidated stockholders' equity of Charter
Communications, Inc. and its subsidiaries (which for this purpose will be
consolidated with the members' equity in Charter Communications Holding
Company).

Each holder of a share of Class B common stock has the right to convert
such share into one share of Class A common stock at any time on a one-for-one
basis. Only approved Class B common stockholders may own shares of Class B
common stock. Approved Class B common stockholders are Paul G. Allen, Jerald L.
Kent, Barry L. Babcock, Howard L. Wood and entities controlled

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by Mr. Allen. If an approved Class B common stockholder transfers any shares of
Class B common stock to a person other than an approved Class B common
stockholder, these shares of Class B common stock will automatically convert
into shares of Class A common stock. In this context, "controlled" means the
ownership of more than 50% of the voting power of an entity and "transfer" means
the transfer of record or beneficial ownership of any such share of Class B
common stock.

OTHER RIGHTS. In the event of any merger or consolidation by Charter
Communications, Inc. with or into another company in connection with which
shares of Charter Communications, Inc.'s common stock are converted into or
exchanged for shares of stock, other securities or property (including cash),
all Charter Communications, Inc.'s common stockholders, regardless of class,
will be entitled to receive the same kind and amount of shares of stock, other
securities or property (including cash). If however, the shares of Charter
Communications, Inc.'s common stock are converted into or exchanged for shares
of capital stock, such shares of capital stock may differ to the extent and only
to the extent that the Class A common stock and the Class B common stock differ
as provided in Charter Communications, Inc.'s certificate of incorporation.

Upon Charter Communications, Inc.'s liquidation, dissolution or winding up,
after payment in full of the amounts required to be paid to preferred
stockholders, if any, all common stockholders, regardless of class, are entitled
to share ratably in any assets and funds available for distribution to common
stockholders.

No shares of any class of common stock are subject to redemption or have
preemptive rights to purchase additional shares of common stock.

PREFERRED STOCK

Upon the closing of the offering, Charter Communications, Inc.'s board of
directors will be authorized, without further stockholder approval, to issue
from time to time up to an aggregate of 250 million shares of preferred stock in
one or more series and to fix the numbers, powers, designations, preferences,
and any special rights of the shares of each such series thereof, including:

- dividend rights and rates;

- conversion rights;

- voting rights (subject, if applicable, to the approval of holders of the
Class B common stock), terms of redemption (including sinking fund
provisions);

- redemption price or prices;

- liquidation preferences; and

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- the number of shares constituting any series or designations of such
series.

Upon the closing of the offering, there will be no shares of preferred
stock outstanding. Charter Communications, Inc. has no present plans to issue
any shares of preferred stock.

OPTIONS

As of June 30, 1999, options to purchase a total of 9,494,081 membership
units in Charter Communications Holding Company were outstanding pursuant to the
Charter Communications Holding Company 1999 option plan. None of these options
will vest before April 2000. In addition, 7,044,127 options to purchase
membership units in Charter Communications Holding Company were outstanding
pursuant to an employment agreement and a related agreement with Charter
Communications, Inc.'s chief executive officer. Of these options, 1,761,032
vested on December 23, 1998, with the remainder vesting at a rate of 1/36th on
the first of each month for months 13 through 48.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF CHARTER COMMUNICATIONS, INC.'S RESTATED
CERTIFICATE OF INCORPORATION AND BYLAWS

Provisions of Charter Communications, Inc.'s restated certificate of
incorporation and bylaws will be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider in its best interest, including those attempts that might result
in a premium over the market price for the shares held by stockholders.

SPECIAL MEETING OF STOCKHOLDERS. Our bylaws provide that special meetings
of our stockholders may be called only by the chairman of our board of directors
or a majority of our board of directors.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. Our bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual meeting of stockholders, must provide timely notice
thereof in writing. To be timely, a stockholder's notice must be delivered to or
mailed and received at our principal executive offices not less than 90 days nor
more than 120 days prior to the annual meeting; however, if less than 100 days'
notice or prior public disclosure of the date of the annual meeting is given or
made to stockholders, notice by the stockholder must be received by the close of
business on the 10th day following the date on which notice of the date of the
meeting is given to stockholders or made public, whichever occurs first. Our
bylaws also specify requirements as to the form and content of a stockholder's
notice. These provisions may preclude stockholders from bringing matters before
an annual meeting of stockholders or from making nominations for directors at an
annual meeting of stockholders.

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AUTHORIZED BUT UNISSUED SHARES. The authorized but unissued shares of
common stock and preferred stock are available for future issuance without
stockholder approval. These additional shares may be utilized for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of
authorized but unissued shares of common stock and preferred stock could render
more difficult or discourage an attempt to obtain control of us by means of a
proxy contest, tender offer, merger or otherwise.

MEMBERSHIP UNITS

Immediately following the offering, there will be 494,955,052 Charter
Communications Holding Company common membership units issued and outstanding,
217,585,246 of which will be held by Charter Investment, Inc., 107,319,806 of
which will be held by Vulcan Cable III Inc. and 170,050,000 of which will be
held by Charter Communications, Inc. In addition, 133,312,118 Class A preferred
membership units were issued to sellers in the Rifkin transaction. The Class A
preferred membership units are convertible into 7,405,556 common membership
units. Upon the closing of the Falcon acquisition, from $425 to $550 million of
the purchase price may, at the option of specified Falcon sellers, be paid in
the form of membership units. Upon the closing of the Bresnan acquisition,
approximately $1.0 billion will be paid in the form of membership units in
Charter Communications Holding Company.

The number of outstanding Charter Communications Holding Company membership
units that Charter Communications, Inc. owns will at all times equal the number
of shares of Charter Communications, Inc.'s outstanding common stock. The
Charter Communications Holding Company membership units held by Charter
Communications, Inc. will be a separate series of membership units entitling
Charter Communications, Inc. to 100% of the voting power of all membership units
of Charter Communications Holding Company. However, if by operation of law or
for any other reason the Class B common stock no longer has more votes per share
than the Class A common stock, then the Charter Communications Holding Company
operating agreement provides that the Charter Communications Holding Company
membership units held by Charter Communications, Inc. will no longer have
special voting privileges and the Charter Communications Holding Company
membership units held by Charter Investment, Inc. and Vulcan Cable III Inc. will
control Charter Communications Holding Company.

The net cash proceeds that Charter Communications, Inc. receives from any
issuance of shares of common stock will be immediately transferred to Charter
Communications Holding Company in exchange for membership units equal in number
to the number of shares of common stock issued by Charter Communications, Inc.,
except as described in the next paragraph in connection with the offering.

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Charter Communications, Inc. will temporarily retain a portion of the net
proceeds from the offering to finance the purchase of stock as part of the
Avalon acquisition which is expected to close in November 1999. Concurrently
with the closing of the offering, Charter Communications, Inc. will contribute
to Charter Communications Holding Company the net proceeds from the offering
less this retained portion and issue to Charter Communications Holding Company a
promissory note with a principal amount equal to the retained portion of the net
proceeds to acquire 170 million membership units of Charter Communications
Holding Company. Concurrently with the closing of the Avalon acquisition,
Charter Communications, Inc. will transfer its indirect interest in Avalon
Cable, LLC to Charter Communication Holding Company in partial payment of the
promissory note. Charter Communications, Inc. will hold back part of the
retained portion of the proceeds to pay any purchase price adjustment that may
be payable to the Avalon sellers. Charter Communications, Inc. will transfer any
funds not required to be so paid to Charter Communications Holding Company in
final payment of the promissory note. To the extent that Charter Communications,
Inc. pays any purchase price adjustment to the Avalon sellers the value
attributed to the Avalon Cable LLC interests contributed by Charter
Communications, Inc. will be increased and the promissory note will be deemed
satisfied to that extent.

As part of the consideration for the Rifkin acquisition, specified sellers
elected to receive Class A preferred membership units in Charter Communications
Holding Company. The value of these preferred membership units increases at an
annual rate of 8.0% and the preferred membership units are mandatorily
redeemable by Charter Communications Holding Company after 15 years. The holders
of the Class A preferred membership units have the right to cause Charter
Communications Holding Company to redeem these units for five years from the
acquisition closing.

EXCHANGE AGREEMENTS

Upon the closing of the offering, we will have entered into an agreement
permitting Vulcan Cable III Inc. and Charter Investment, Inc. to exchange at any
time on a one-for-one basis any or all of their Charter Communications Holding
Company membership units for shares of Class B common stock directly with
Charter Communications, Inc. or indirectly by merger of Charter Investment, and
Vulcan Cable III into Charter Communications, Inc. or a subsidiary of Charter
Communications, Inc.

Similar exchange agreements will also permit all holders of Charter
Communications Holding Company membership units, other than Charter
Communications, Inc., Vulcan Cable III Inc. and Charter Investment, Inc.,
including officers and employees of Charter Communications Holding Company,
Charter Investment, Inc. and/or their affiliates that have been issued or will
be issued options or rights to purchase membership units of Charter

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Communications Holding Company, to exchange at any time on a one-for-one basis
any or all of their membership units for shares of Class A common stock.

The sellers under the Falcon acquisition and the Bresnan acquisition which
receive membership units of Charter Communications Holding Company in connection
with these acquisitions, will enter into separate agreements with Charter
Communications, Inc. permitting them to exchange these units for shares of Class
A common stock.

SPECIAL ALLOCATION OF LOSSES

Charter Communications Holding Company's operating agreement will provide
that through the end of 2003, book losses and the tax losses corresponding
thereto (both as determined for tax accounting purposes) of Charter
Communications Holding Company that would otherwise have been allocated to
Charter Communications, Inc. (generally based on the percentage of membership
units in Charter Communications Holding Company held by it) will instead be
allocated to the membership units held by Vulcan Cable III Inc. and Charter
Investment, Inc. at the time of the closing of the offering. Commencing at the
time that Charter Communications Holding Company first has book profits (as
determined for tax accounting purposes) that would otherwise have been allocated
to Charter Communications, Inc. (generally based on the percentage of membership
units in Charter Communications Holding Company held by it), certain of such
profits, or items thereof, and the tax profits corresponding thereto, will
instead be allocated to the membership units held (at the time of the closing of
the offering) by Vulcan Cable III Inc. and Charter Investment, Inc. until such
time as the amount of such book profits, or items thereof, specially allocated
to each such membership unit is equal to the amount of losses specially
allocated to each such membership unit pursuant to the previous sentence. These
provisions are collectively referred to as the special tax allocations.

In certain situations, the special tax allocations could result in Charter
Communications, Inc. having to pay taxes in an amount that is more or less than
if Charter Communications Holding Company had allocated book profits and book
losses to Charter Communications, Inc. in proportion to the number of membership
units it owns. For example, if the special allocations of book profits (or items
thereof) described above to the membership units held by Vulcan Cable III Inc.
and Charter Investment, Inc. resulted in an allocation of tax profits to such
units that is less than the amount of the tax losses allocated to such units in
respect of the prior special allocation of book losses described above, it is
possible that Charter Communications, Inc. could be required to pay higher taxes
commencing at the time that such book profits are allocated than if the special
tax allocations had not been adopted. As another example, if Vulcan Cable III
Inc. exchanged some or all of its membership units with Charter Communications,
Inc. for Class B common stock prior to the date that special allocations of book
profits to Vulcan Cable III Inc. were sufficient to reverse all

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prior special allocations of book losses, it is possible that Charter
Communications, Inc. could be required to pay higher taxes in years following
such an exchange than if the special tax allocations had not been adopted.
However, Charter Communications, Inc. does not anticipate that the special tax
allocations would result in Charter Communications, Inc. having to pay taxes in
an amount that is materially different on a present value basis than the taxes
that would be payable had the special tax allocations not been adopted, although
there is no assurance that a material difference will not result.

Each of Vulcan Cable III Inc. and Charter Investment, Inc. has the right to
transfer its Charter Communications Holding Company membership units in a
non-taxable merger or non-taxable exchange transaction for Class B common stock.
In the event that such a transaction occurs prior to the date (referred to in
this paragraph as the "Satisfaction Date") as of which the special tax
allocations of Charter Communications Holding Company have resulted in an
allocation of book profits to Vulcan Cable III Inc. or Charter Investment, Inc.
equal to the book losses previously allocated to it, that otherwise would have
been allocable to Charter Communications, Inc., the following will apply. At the
election of Vulcan Cable III Inc. or Charter Communications, Inc., Charter
Communications Holding Company will allocate to the membership units to be
transferred to Charter Communications, Inc. additional items of book profits
sufficient so that the total amount of book profits allocated to Vulcan Cable
III Inc. or Charter Investment, Inc. as a result of the special tax allocations
will equal the book losses that would otherwise have been allocable to Charter
Communications, Inc. To the extent that there is an insufficient allocation of
book profits, Charter Communications Holding Company will allocate to the
membership units already held by Charter Communications, Inc. additional items
of book loss that would otherwise have been allocable to Vulcan Cable III Inc.
or Charter Investment, Inc. to achieve the same result. If no election is made,
or if an election is made but there is an insufficient allocation of book
profits and, if applicable, book losses, Vulcan Cable III Inc. or Charter
Investment, Inc., or in the case of a non-taxable merger, Mr. Allen as its
principal shareholder, will agree to make certain payments to Charter
Communications, Inc. in respect of the Class B common stock that it received.
The payments will equal the amount, and will be paid at the time, of any
marginal income taxes that Charter Communications, Inc. actually pays solely as
a result of the allocation to it of book profits on account of the previous
special tax allocations of book losses to the Charter Communications Holding
Company membership units owned by Vulcan Cable III Inc. or Charter Investment,
Inc. transferred to Charter Communications, Inc. prior to the Satisfaction Date.

Under the terms of the pending Bresnan acquisition, Charter Communications
Holding Company's operating agreement also will provide for certain special
allocations of book losses, book profits, and the tax losses and tax profits
corresponding thereto (all as determined for tax accounting purposes) as between
the Bresnan sellers receiving membership units, on the one hand, and Vulcan
Cable III Inc. and Charter Investment, Inc., on the other. If

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such Bresnan sellers exchange some or all of their membership units for Charter
Communications, Inc. Class A common stock prior to the date that such special
allocations are fully effectuated, it is possible that Charter Communications,
Inc. will succeed to certain of such special allocations and, as a result, could
be required to pay higher taxes in years following such an exchange than if such
special allocations were not in effect. However, Charter Communications, Inc.
does not anticipate that any such exchange would result in Charter
Communications, Inc. having to pay taxes in an amount that is materially
different on a present-value basis than the taxes that would have been payable
had the special allocations not been adopted, although there is no assurance
that a material difference will not result.

The effect of the special allocation discussed above is expected to be that
Mr. Allen and some of the sellers in the Bresnan transaction will receive
certain tax savings while at the same time diminishing their economic rights in
Charter Communications Holding Company. If and when the special allocation of
book profits occurs, their economic rights will be restored and some additional
tax costs are expected to be incurred.

MATERIAL TERMS OF CERTIFICATE OF FORMATION AND AMENDED AND RESTATED LIMITED
LIABILITY AGREEMENT FOR CHARTER COMMUNICATIONS HOLDING COMPANY

Charter Communications Holding Company is a limited liability company that
was formed on May 25, 1999. Charter Communications has four separate classes of
common membership units designated Class A, Class B, Class C and Class D and one
class of preferred membership units designated Class A. The holders of common
and preferred membership units as of September 14, 1999 are:

<TABLE>
<CAPTION>
CLASS HOLDERS
- ----- -------
<S> <C>
Class A common membership units............ Charter Investment, Inc.
Vulcan Cable III Inc.
Class A preferred membership units......... Rifkin sellers
</TABLE>

Upon the consummation of the offering, 170,000,000 Class B common
membership units will be issued to Charter Communications, Inc. In addition, in
connection with the acquisition of Falcon, the Falcon sellers will be issued
Class D common membership units and in connection with the acquisition of
Bresnan, the Bresnan sellers will be issued Class C common membership units.

Subsequent to the consummation of the offering, any matter requiring a vote
of the members requires the affirmative vote of a majority of the Class B common
membership units. Charter Communications, Inc. will own all Class B common
membership units immediately after the offering and therefore will control
Charter Communications Holding Company. Because Mr. Allen owns high vote Class B
common stock of Charter Communications, Inc. that entitles him to approximately
93% of the voting power of the outstanding common stock of Charter
Communications, Inc., Mr. Allen controls Charter Communications, Inc.

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and through this company will have voting control of Charter Communications
Holding Company.

The operating agreement contains provisions that permits each member and
the manager (and their respective officers, directors, agents, stockholders,
members, partners or affiliates) to engage in businesses that may compete with
the businesses of Charter Communications Holding Company or any subsidiary.

The operating agreement restricts the ability of each member to transfer
its membership interest unless certain conditions have been met. These
conditions include:

- the transfer will not result in the loss of any license or regulatory
approval or exemption that has been obtained by Charter Communications
Holding Company and is materially useful in the conduct of its business
as then being conducted or proposed to be conducted;

- the transfer will not result in a material limitation or restriction on
Charter Communications Holding Company's operations;

- the proposed transferee agrees in writing to be bound by the operating
agreement; and

- except for certain permitted transfers under this agreement, the transfer
has been approved by the manager, which consent may be given or withheld,
conditioned or delayed as the manager may determine in its sole
discretion.

Class D common membership units held by Falcon Holding Group, L.P. may be
transferred to the partners of Falcon Holding Group on or after the date on
which Falcon Holding Group contributes cash and property to Charter
Communications Holding Company and Class D common membership units are issued to
Falcon Holding Group.

If any partner of Falcon Holding Group fails to comply with the above
described terms or if Charter Communications Holding Company reasonably
determines that the transfer to such transferee would require registration under
the Securities Act of 1933, as amended, then Charter Communications Holding
Company will purchase the subject Class D common membership units for cash.

Other transfer conditions include:

- After this offering, each member may, and under certain circumstances
must, transfer its membership units to Charter Communications, Inc. in
exchange for common stock of Charter Communications, Inc., pursuant to
the Rifkin contribution agreement, the Falcon exchange agreement, the
Bresnan exchange agreement and the Charter Investment, Inc. exchange
agreement.

- Except for certain permitted transfers under the agreement, no member may
transfer all or a portion of its membership interest unless it first
gives

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written notice of the transfer to Charter Communications Holding Company
and the Class A common members. The notice must name the proposed
transferee, specify the portion of the membership interest to be
transferred and the price and terms of the proposed transferee's bona
fide written offer.

Within 20 days following receipt of the notice, Charter Communications
Holding Company shall send a written notice to the Class A members stating the
portion of the offered membership interest it wishes to purchase. Unless Charter
Communications Holding Company elects to purchase all of the offered interest,
Class A members wishing to purchase a portion of the offered interest shall give
written notice of its election to Charter Communications Holding Company within
10 days of the mailing of Charter Communications Holding Company's notice. If
Charter Communications Holding Company and the Class A members have not agreed
to purchase all of the offered interest, all of the interest may be transferred
within 90 days to the proposed transferee.

The operating agreement provides for certain redemption rights affecting
the holders of Class A preferred membership units. In particular, if requested
in writing by the manager, upon a Rifkin seller's exercise of its put right with
respect to its Class A preferred membership units, Charter Investment, Inc. or
its affiliate must contribute to Charter Communications Holding Company cash in
an amount equal to the amount that Charter Communications Holding Company is
required to pay the Rifkin seller for its redeemed membership units. Charter
Investment, Inc. or its affiliate will receive additional Class A common
membership units in exchange for the preferred membership units. All common
membership units will be diluted on a proportional basis.

The redemption price for the Class A preferred membership units shall be
the sum of:

(1) the net values of all of the properties and cash contributed to Charter
Communications Holding Company by the Rifkin seller and

(2) an 8% per annum preferred rate applied to the amount in subparagraph 1
beginning on September 14, 1999, and ending when (a) any membership
unit is redeemed by Charter Communications Holding Company, (b) any
membership unit is transferred to Charter Communications, Inc. or
another person, or (c) liquidating distributions are made with respect
to the membership unit.

The redemption of Class A preferred membership units shall occur as of the
last day of the calendar quarter following the date of a Rifkin seller's
exercise of its put right.

At any time after the earlier to occur of (1) the third anniversary of
September 14, 1999 or (2) 30 days after the date on which Charter
Communications, Inc. contributes the proceeds of the offering to Charter
Communications Holding Company and Class B common membership units are

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issued to Charter Communications, Inc., Charter Communications Holding Company
has the right to redeem the Class A preferred membership units at a redemption
price equal to the sum of subparagraphs 1 and 2 in the previous subsection.

The operating agreement also provides rights to the Bresnan sellers. In
particular, Charter Communications, Inc. must:

- provide the Bresnan sellers that are affiliates of Blackstone Group L.P.
consultative rights reasonably acceptable to the manager so that, as long
as they hold Class C common membership units, such Bresnan sellers may
maintain their Venture Capital Operating Company status (as defined in
regulations promulgated by the United States Department of Labor under
the Employee Retirement Income Security Act of 1974, as amended) and
qualify for the Venture Capital Operating Company exception that excludes
the underlying assets of the company from "plan assets" within the
meaning of the regulations mentioned above; and

- attempt, in good faith, to keep in place the notes and credit facilities
and the terms and conditions relating to their security and collateral
(other than the Bresnan keepwell agreement which may be amended as set
forth in the Bresnan purchase agreement) of Bresnan Communications
Company Limited Partnership and its subsidiaries as long as the Bresnan
sellers hold Class C common membership units.

Any amendment to the operating agreement may be adopted only upon the
approval of a majority of the Class B common membership units; provided,
however, that the agreement may not be amended in a manner that:

- is adverse to the Class D common members and that treats the Class D
common membership units in a discriminatory manner vis-a-vis the Class A
common membership units, without the consent of Class D common members
owning a majority of the Class D common membership units adversely
affected;

- is adverse to the Class C common members, without the consent of Class C
common members owning a majority of the Class C common membership units
adversely affected;

- is adverse to the Class A common members, without the approval of the
Class A common members; and

- (a) is adverse to the Class A preferred members with respect to their
redemption and preferred return rights, transfer rights or liquidation
rights or (b) adversely alters any other expressly articulated rights of
the Class A preferred members and treats the Class A preferred members in
a discriminatory manner vis-a-vis the common members, without the consent
of Class A preferred members owning a majority of the Class A preferred
membership units.

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REGISTRATION RIGHTS

HOLDERS OF CLASS B COMMON STOCK. Pursuant to a registration rights
agreement that Charter Communications, Inc. will enter into with the holders of
its Class B common stock, these holders have the right to cause us to register
the shares of Class A common stock issued to them upon conversion of their
shares of Class B common stock.

This registration rights agreement provides that each eligible holder is
entitled to unlimited "piggyback" registration rights permitting them to include
their shares of Class A common stock in registration statements filed by us.
These holders may also exercise their demand rights causing us, subject to
specified limitations, to register their Class A shares, provided that the
amount of shares subject to each demand has a market value at least equal to $50
million. We are obligated to pay the costs associated with all such
registrations.

Immediately following the offering, all shares of Class A common stock
issuable upon conversion of outstanding Class B common stock and conversion of
Class B common stock issuable upon exchange of Charter Communications Holding
Company membership units will be subject to the registration rights described
above.

RIFKIN SELLERS. In connection with the Rifkin acquisition, Charter
Communications, Inc. has agreed to register the issuance of the Class A common
stock issued in exchange for the Charter Communications Holding Company LLC
Class A preferred membership units by specified Rifkin sellers on a shelf
registration statement on Form S-1. These Rifkin sellers executed lockup
agreements restricting the transfer of any securities exchangeable for or
convertible into shares of Class A common stock for 180 days after the date of
this prospectus.

FALCON SELLERS. Pursuant to the registration rights agreement Charter
Communications, Inc. will enter into with specified sellers in the Falcon
acquisition, these sellers are entitled to registration rights with respect to
the shares of Class A common stock issuable upon exchange of Charter
Communications Holding Company membership units to be issued to them as part of
the consideration for the Falcon acquisition

These Falcon sellers or their permitted transferees will have "piggyback"
registration rights and, beginning 180 days after the offering, up to four
"demand" registration rights with respect to the Class A common stock issued
upon exchange of the Charter Communications Holding Company membership units.
The demand registration rights must be exercised with respect to tranches of
Class A common stock worth at least $40 million at the time of notice of demand
or at least $60 million at the initial public offering price. A majority of the
holders of Class A common stock making a demand may also require us to satisfy
our registration obligations by filing a shelf registration statement. The
selling holders of Class A common stock may also exercise their piggyback rights
with respect to the offering, to the extent this offering occurs prior to or

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concurrently with or following the closing of the Falcon acquisition. We intend
to enter into an agreement or agreements with the Falcon sellers pursuant to
which they will be prohibited, except through the exercise of any put rights or
recission rights, from selling shares of Class A common stock prior to 180 days
after the completion of this offering.

BRESNAN SELLERS. Pursuant to the registration rights agreement Charter
Communications, Inc. will enter into with specified sellers under the Bresnan
acquisition, these sellers are entitled to registration rights with respect to
the shares of Class A common stock issuable upon exchange of the Charter
Communications Holding Company membership units to be issued in the Bresnan
acquisition.

The Bresnan sellers collectively will have unlimited "piggyback"
registration rights and, beginning 180 days after this offering, up to four
"demand" registration rights with respect to the Class A common stock issued in
exchange for the membership units in Charter Communications Holding Company. The
demand registration rights must be exercised with respect to tranches of Class A
common stock worth at least $40 million at the time of notice of demand or at
least $60 million at the initial public offering price. We intend to enter into
an agreement or agreements with the Bresnan sellers pursuant to which they will
be prohibited, except through the exercise of any put rights, from selling
shares of Class A common stock prior to 180 days after the completion of this
offering.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is ChaseMellon
Shareholders Services, L.L.C.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to the offering, there has been no public market for the shares of
Class A common stock. Upon the completion of the offering, Charter
Communications, Inc. will have 170,000,000 shares of Class A common stock issued
and outstanding. In addition, the following shares of Class A common stock will
be issuable in the future:

- 324,905,052 shares of Class A common stock will be issuable upon
conversion of Class B common stock issuable upon exchange of Charter
Communications Holding Company membership units held by Vulcan Cable III Inc.
and Charter Investment, Inc. These membership units are exchangeable for shares
of Class B common stock at any time following the closing of the offering on a
one-for-one basis. Shares of Class B common stock are convertible into shares of
Class A common stock at any time following the closing of the offering on a
one-for-one basis;

- 61,497,560 shares of Class A common stock will be issuable upon the
exchange of Charter Communications Holding Company membership units issued to
specified sellers in our recent and pending acquisitions, assuming the relevant
sellers elect to receive the maximum number of Charter Communications Holding
Company membership units that they are entitled to receive;

- 16,538,207 shares of Class A common stock will be issuable upon the
exchange of Charter Communications Holding Company membership units that are
received upon the exercise of options granted under the Charter Communications
Holding Company 1999 option plan and to Charter Communications, Inc.'s chief
executive officer. Upon issuance, these membership units will be immediately
exchanged for shares of Class A common stock, without any further action by the
optionholder. Options granted to the Chief Executive Officer, are also
exercisable for membership units which are then immediately exchangeable for
shares of Class A common stock. The weighted average exercise price of all
outstanding options for membership units is $20.02; and

- 50,000 shares of Class A common stock will be issuable upon conversion of
outstanding shares of Class B common stock on a one-for-one basis.

Of the total number of our shares of Class A common stock issued or
issuable as described above, 170,000,000 shares will be eligible for immediate
public resale following the later of their issuance and the completion of this
offering, except for any such shares held by our "affiliates". Charter
Communications, Inc., all of its directors and executive officers, Charter
Communications Holding Company, Charter Investment, Inc. and Vulcan Cable III
Inc. have agreed not to dispose of or hedge any of their Class A common stock or
their Charter Communications Holding Company membership units or securities
convertible into or exchangeable for Class A common stock or

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<PAGE> 233

membership units during the period from the date of this prospectus continuing
through the date 180 days after the date of this prospectus, except with the
prior written consent of Goldman, Sachs & Co. and except that Charter
Communications, Inc. and Charter Communications Holding Company will be entitled
to offer and sell convertible debt, convertible preferred or privately placed
equity securities to finance $1.1 billion of the Bresnan acquisition purchase
price. The sellers in the Rifkin acquisition who are receiving Charter
Communications Holding Company preferred membership units have agreed to similar
restrictions, and we are seeking the agreement of the relevant Bresnan and
Falcon sellers to similar restrictions.

In addition, all of the shares of Class A common stock issued or issuable
as described above, except for shares issued in the offering other than to our
"affiliates", may only be sold in compliance with Rule 144 under the Securities
Act of 1933, unless registered under the Securities Act of 1933 pursuant to
demand or piggyback registration rights. Substantially all of the shares of
Class A common stock issuable upon exchange of Charter Communications Holding
Company membership units and all shares of Class A common stock issuable upon
conversion of shares of our Class B common stock will have demand and piggyback
registration rights attached to them, including those issuable to Mr. Allen
through Charter Investment, Inc. and Vulcan Cable III Inc.

The sale of a substantial number of shares of Class A common stock, or the
perception that such sales could occur, could adversely affect prevailing market
prices for the Class A common stock. In addition, any such sale or perception
could make it more difficult for us to sell equity securities or equity-related
securities in the future at a time and price that we deem appropriate.

We anticipate that a registration statement on Form S-8 covering the Class
A common stock that may be issued pursuant to the exercise of options under the
Charter Communications Holding Company 1999 option plan will be filed promptly
after completion of the offering. The shares of Class A common stock covered by
the Form S-8 registration statement generally may be resold in the public market
without restriction or limitation, except in the case of our affiliates who
generally may only resell such shares in accordance with the provisions of Rule
144 of the Securities Act of 1933, other than the holding period requirement.

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CERTAIN UNITED STATES TAX CONSIDERATIONS
FOR NON-UNITED STATES HOLDERS

GENERAL

The following is a general discussion of the material United States federal
income and estate tax consequences of the ownership and disposition of our Class
A common stock by a non-U.S. Holder. As used in this prospectus, the term
"non-U.S. holder" is any person or entity that, for United States federal income
tax purposes, is either a nonresident alien individual, a foreign corporation, a
foreign partnership or a foreign trust, in each case not subject to United
States federal income tax on a net basis in respect of income or gain with
respect to our common stock.

This discussion does not address all aspects of United States federal
income and estate taxes that may be relevant to a particular non-U.S. holder in
light of the holder's particular circumstances. This discussion is not intended
to be applicable in all respects to all categories of non-U.S. holders, some of
whom may be subject to special treatment under United States federal income tax
laws, including "controlled foreign corporations," "passive foreign investment
companies," and "foreign personal holding companies". Moreover, this discussion
does not address United States state or local or foreign tax consequences. This
discussion is based on provisions of the Internal Revenue Code of 1986, as
amended, existing and proposed regulations promulgated under, and administrative
and judicial interpretations of, the Internal Revenue Code in effect on the date
of this prospectus. All of these authorities may change, possibly with
retroactive effect or different interpretations. The following summary is
included in this prospectus for general information. Accordingly, prospective
investors are urged to consult their tax advisors regarding the United States
federal, state, local and non-United States income and other tax consequences of
acquiring, holding and disposing of shares of our common stock.

An individual may be deemed to be a resident alien, as opposed to a
nonresident alien, by virtue of being present in the United States for at least
31 days in the calendar year and for an aggregate of at least 183 days during a
three-year period ending in the current calendar year. In determining whether an
individual is present in the United States for at least 183 days, all of the
days present in the current year, one-third of the days present in the
immediately preceding year and one-sixth of the days present in the second
preceding year are counted. Resident aliens are subject to United States federal
income and estate tax in the same manner as United States citizens and
residents.

DIVIDENDS

We do not anticipate paying cash dividends on our capital stock in the
foreseeable future. See "Dividend Policy". In the event, however, that dividends
are paid on shares of our Class A common stock, dividends paid to a non-U.S.
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<PAGE> 235

holder of our Class A common stock generally will be subject to United States
withholding tax at a 30% rate, unless an applicable income tax treaty provides
for a lower withholding rate. Non-U.S. holders should consult their tax advisors
regarding their entitlement to benefits under a relevant income tax treaty.

Currently, the applicable United States Treasury regulations presume,
absent actual knowledge to the contrary, that dividends paid to an address in a
foreign country are paid to a resident of such country for purposes of the 30%
withholding tax discussed above. However, recently finalized United States
Treasury regulations provide that in the case of dividends paid after December
31, 2000, United States backup withholding tax at a 31% rate will be imposed on
dividends paid to non-U.S. holders if the certification or documentary evidence
procedures and requirements set forth in such regulations are not satisfied
directly or through an intermediary. Further, in order to claim the benefit of
an applicable income tax treaty rate for dividends paid after December 31, 2000,
a non-U.S. holder must comply with certification requirements set forth in the
recently finalized United States Treasury regulations. The final United States
Treasury regulations also provide special rules for dividend payments made to
foreign intermediaries, United States or foreign wholly owned entities that are
disregarded for United States federal income tax purposes and entities that are
treated as fiscally transparent in the United States, the applicable income tax
treaty jurisdiction, or both. Prospective investors should consult with their
own tax advisors concerning the effect, if any, of these tax regulations and the
recent legislation on an investment in the Class A common stock.

A non-U.S. holder of Class A common stock that is eligible for a reduced
rate of United States withholding tax pursuant to an income tax treaty may
obtain a refund of any excess amounts withheld by filing an appropriate claim
for a refund with the Internal Revenue Service.

Dividends paid to a non-U.S. holder are taxed generally on a net income
basis at regular graduated rates where such dividends are either:

(1) effectively connected with the conduct of a trade or business of
such holder in the United States or

(2) attributable to a permanent establishment of such holder in the
United States.

The 30% withholding tax is not applicable to the payment of dividends if the
non-U.S. Holder files Form 4224 or any successor form with the payor, or, in the
case of dividends paid after December 31, 2000, such holder provides its United
States taxpayer identification number to the payor. In the case of a non-U.S.
holder that is a corporation, such income may also be subject to an additional
"branch profits tax" at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty.

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GAIN ON DISPOSITION OF CLASS A COMMON STOCK

A non-U.S. holder generally will not have to comply with United States
federal income or withholding tax requirements in respect of gain recognized on
a disposition of Class A common stock unless:

(1) the gain is effectively connected with the conduct of a trade or
business of the non-U.S. holder within the United States or of a
partnership, trust or estate in which the non-U.S. holder is a partner or
beneficiary within the United States,

(2) the gain is attributable to a permanent establishment of the non-
U.S. holder within the United States,

(3) the non-U.S. holder is an individual who holds the Class A common
stock as a capital asset within the meaning of Section 1221 of the Internal
Revenue Code, is present in the United States for 183 or more days in the
taxable year of the disposition and meets certain other tax law
requirements,

(4) the non-U.S. holder is a United States expatriate required to pay
tax pursuant to the provisions of United States tax law, or

(5) we are or have been a "United States real property holding
corporation" for federal income tax purposes at any time during the shorter
of the five-year period preceding such disposition or the period that the
non-U.S. holder holds the common stock.

Generally, a corporation is a United States real property holding
corporation if the fair market value of its United States real property
interests equals or exceeds 50% of the sum of the fair market value of its
worldwide real property interests plus its other assets used or held for use in
a trade or business.

We believe that we are not, have not been and do not anticipate becoming, a
United States real property holding corporation for United States federal income
tax purposes. However, even if we were to become a United States real property
holding corporation, any gain realized by a non-U.S. holder still would not be
subject to United States federal income tax if our shares are regularly traded
on an established securities market and the non-U.S. holder did not own,
directly or indirectly, at any time during the five-year period ending on the
date of sale or other disposition, more than 5% of our Class A common stock. If,
however, our stock is not so treated, on a sale or disposition by a non-U.S.
holder of our Class A common stock, the transferee of such stock will be
required to withhold 10% of the proceeds unless we certify that either we are
not and have not been a United States real property holding company or another
exemption from withholding applies.

A non-U.S. holder who is an individual and meets the requirements of clause
(1), (2) or (4) above will be required to pay tax on the net gain derived from a
sale of Class A common stock at regular graduated United States federal income
tax rates. Further, a non-U.S. holder who is an individual and who meets the
requirements of clause (3) above generally will be subject to a flat 30% tax on
the gain derived from a sale. Thus, individual non-U.S. holders who have

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spent or expect to spend a short period of time in the United States should
consult their tax advisors prior to the sale of Class A common stock to
determine the United States federal income tax consequences of the sale. A
non-U.S. holder who is a corporation and who meets the requirements of clause
(1) or (2) above generally will be required to pay tax on its net gain at
regular graduated United States federal income tax rates. Such non-U.S. holder
may also have to pay a branch profits tax.

FEDERAL ESTATE TAX

For United States federal estate tax purposes, an individual's gross estate
will include the Class A common stock owned, or treated as owned, by an
individual. Generally, this will be the case regardless of whether such
individual was a United States citizen or a United States resident. This general
rule of inclusion may be limited by an applicable estate tax or other treaty.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

Under United States Treasury regulations, we must report annually to the
Internal Revenue Service and to each non-U.S. holder the amount of dividends
paid to such holder and the tax withheld with respect to such dividends. These
information reporting requirements apply regardless of whether withholding is
required. Copies of the information returns reporting such dividends and
withholding may also be made available to the tax authorities in the country in
which the non-U.S. holder is a resident under the provisions of an applicable
income tax treaty or agreement.

Currently, the 31% United States backup withholding tax generally will not
apply:

(1) to dividends which are paid to non-U.S. holders and are taxed at the
regular 30% withholding tax rate as discussed above, or

(2) before January 1, 2001, to dividends paid to a non-U.S. holder at an
address outside of the United States unless the payor has actual
knowledge that the payee is a U.S. holder.

Backup withholding and information reporting generally will apply to
dividends paid to addresses inside the United States on shares of Class A common
stock to beneficial owners that are not "exempt recipients" and that fail to
provide identifying information in the manner required.

The recently finalized United States Treasury regulations provide that in
the case of dividends paid after December 31, 2000, a non-U.S. holder generally
would be subject to backup withholding tax at the rate of 31% unless

(1) certification procedures, or

(2) documentary evidence procedures, in the case of payments made outside
the United States with respect to an offshore account

are satisfied. These regulations generally presume a non-U.S. holder is subject
to backup withholding at the rate of 31% and information reporting requirements

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<PAGE> 238

unless we receive certification of the holder's non-United States status.
Depending on the circumstances, this certification will need to be provided
either:

(1) directly by the non-U.S. holder,

(2) in the case of a non-U.S. holder that is treated as a partnership or
other fiscally transparent entity, by the partners, shareholders or
other beneficiaries of such entity, or

(3) by qualified financial institutions or other qualified entities on
behalf of the non-U.S. holder.

Information reporting and backup withholding at the rate of 31% generally
will not apply to the payment of the proceeds of the disposition of Class A
common stock by a holder to or through the United States office of a broker or
through a non-United States branch of a United States broker unless the holder
either certifies its status as a non-U.S. holder under penalties of perjury or
otherwise establishes an exemption. The payment of the proceeds of the
disposition by a non-U.S. holder of Class A common stock to or through a non-
United States office of a non-United States broker will not be subject to backup
withholding or information reporting unless the non-United States broker has a
connection to the United States as specified by United States federal tax law.

In the case of the payment of proceeds from the disposition of Class A
common stock effected by a foreign office of a broker that is a United States
person or a "United States related person," existing regulations require
information reporting on the payment unless:

(1)(A) the broker receives a statement from the owner, signed under penalty
of perjury, certifying its non-United States status or (B) the
broker has documentary evidence in its files as to the non-U.S.
holder's foreign status and the broker has no actual knowledge to
the contrary, and other United States federal tax law conditions are
met or

(2) the beneficial owner otherwise establishes an exemption.

For this purpose, a "U.S. related person" is either:

(1) a "controlled foreign corporation" for United States federal income
tax purposes or

(2) a foreign person 50% or more of whose gross income from all sources
for the three-year period ending with the close of its taxable year
preceding the payment is derived from activities that are
effectively connected with the conduct of a United States trade or
business.

After December 31, 2000, the regulations under the Internal Revenue Code
will impose information reporting and backup withholding on payments of the
gross proceeds from the sale or redemption of Class A common stock that is
effected through foreign offices of brokers having any of a broader class of
specified connections with the United States. Such information reporting and
backup withholding may be avoided, however, if the applicable Internal Revenue

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Service certification requirements are complied with. Prospective investors
should consult with their own tax advisors regarding the regulations under the
Internal Revenue Code and in particular with respect to whether the use of a
particular broker would subject the investor to these rules.

Any amounts withheld under the backup withholding rules from a payment to a
non-U.S. holder will be either refunded or credited against the holder's United
States federal tax liability, provided sufficient information is furnished to
the Internal Revenue Service.

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LEGAL MATTERS

The validity of the shares of Class A common stock offered in this
prospectus will be passed upon for Charter Communications, Inc. by Paul,
Hastings, Janofsky & Walker LLP, New York, New York. Certain legal matters in
connection with the Class A common stock offered in this prospectus will be
passed upon for the underwriters by Debevoise & Plimpton, New York, New York.

EXPERTS

The financial statements of Charter Communications, Inc., Charter
Communications Holding Company, LLC and subsidiaries, CCA Group, CharterComm
Holdings, L.P. and subsidiaries, the Greater Media Cablevision Systems, the
Sonic Communications Cable Television Systems and Long Beach Acquisition Corp.,
included in this prospectus, to the extent and for the periods indicated in
their reports, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included in this prospectus in reliance upon the authority of said firm as
experts in giving said reports.

The combined financial statements of TCI Falcon Systems as of September 30,
1998 and December 31, 1997 and for the nine-month period ended September 30,
1998, and for each of the years in the two-year period ended December 31, 1997,
the combined financial statements of Bresnan Communications Group Systems as of
December 31, 1997 and 1998, and for each of the years in the three-year period
ended December 31, 1998, the consolidated financial statements of Marcus Cable
Holdings, LLC as of December 31, 1998 and 1997, and for each of the years in the
three-year period ended December 31, 1998, and the combined financial statements
of Helicon Partners I, L.P. and affiliates as of December 31, 1997 and 1998 and
for each of the years in the three-year period ended December 31, 1998, have
been included herein in reliance upon the reports of KPMG LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

The consolidated financial statements of Renaissance Media Group LLC, the
combined financial statements of the Picayune, MS, LaFourche, LA, St. Tammany,
LA, St. Landry, LA, Pointe Coupee, LA, and Jackson, TN cable systems, the
financial statements of Indiana Cable Associates, LTD., the financial statements
of R/N South Florida Cable Management Limited Partnership, the combined
financial statements of Fanch Cable Systems (comprised of components of TW
Fanch-one Co. and TW Fanch-two Co.) and the consolidated financial statements of
Falcon Communications, L.P., included in this prospectus, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
appearing elsewhere in this prospectus, and are included

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herein in reliance upon such reports given on the authority of such firm as
experts in accounting and auditing.

The audited combined financial statements of InterMedia Cable Systems
(comprised of components of InterMedia Partners and InterMedia Capital Partners
IV, L.P.), the audited financial statements of Rifkin Cable Income Partners
L.P., the audited consolidated financial statements of Rifkin Acquisition
Partners, L.L.L.P., the audited consolidated financial statements of Avalon
Cable of Michigan Holdings, Inc. and subsidiaries, the audited consolidated
financial statements of Cable Michigan Inc. and subsidiaries, the audited
consolidated financial statements of Avalon Cable LLC and subsidiaries, the
audited financial statements of Amrac Clear View, a Limited Partnership, the
audited combined financial statements of The Combined Operations of Pegasus
Cable Television of Connecticut, Inc. and the Massachusetts Operations of
Pegasus Cable Television, Inc., included in this prospectus, have been audited
by PricewaterhouseCoopers LLP, independent accountants. The entities and periods
covered by these audits are indicated in their reports. The financial statements
have been so included in reliance on the reports of PricewaterhouseCoopers LLP,
given on the authority of said firm as experts in auditing and accounting.

The financial statements of Amrac Clear View, a Limited Partnership as of
December 31, 1996 and 1997 and for each of the three years in the period ended
December 31, 1997, included in this prospectus, have been so included in
reliance on the report of Greenfield, Altman, Brown, Berger & Katz, P.C.,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

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UNDERWRITING

Charter Communications, Inc., Charter Communications Holding Company and
the underwriters for the U.S. offering named below have entered into an
underwriting agreement with respect to the Class A common stock being offered in
the United States and Canada. Subject to certain conditions, each U.S.
underwriter has severally agreed to purchase the number of shares indicated in
the following table. The underwriters are obligated to purchase all of these
shares if any shares are purchased. Goldman, Sachs & Co., Bear, Stearns & Co.
Inc., Morgan Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith
Barney Inc., A. G. Edwards & Sons, Inc. and M. R. Beal & Company are the
representatives of the U.S. underwriters.

<TABLE>
<CAPTION>
Number of
U.S. Underwriters Shares
----------------- -----------
<S> <C>
Goldman, Sachs & Co....................................
Bear, Stearns & Co. Inc................................
Morgan Stanley & Co. Incorporated......................
Donaldson, Lufkin & Jenrette Securities Corporation....
Merrill Lynch, Pierce, Fenner & Smith Incorporated.....
Salomon Smith Barney Inc...............................
A.G. Edwards & Sons, Inc...............................
M.R. Beal & Company....................................

-----------
Total...................................... 144,500,000
===========
</TABLE>

----------------------

If the U.S. underwriters sell more shares than the total number set forth
in the table above, the U.S. underwriters have an option to buy up to an
additional 21,675,000 shares from Charter Communications, Inc. to cover such
sales. They may exercise that option for 30 days. If any shares are purchased
pursuant to this option, the U.S. underwriters will severally purchase shares in
approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts to
be paid to the U.S. underwriters by Charter Communications, Inc. Such amounts
are shown assuming both no exercise and full exercise of the U.S. underwriters'
option to purchase additional shares.

<TABLE>
<CAPTION>
Paid by
Charter Communications, Inc.
-----------------------------
No Exercise Full Exercise
------------ -------------
<S> <C> <C>
Per share............................. $ $
Total................................. $ $
</TABLE>

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<PAGE> 243

Shares sold by the underwriters to the public are being offered at the
initial public offering price set forth on the cover page of this prospectus.
Any shares sold by the underwriters to securities dealers may be sold at a
discount of up to $ per share from the initial public offering price. Any
such securities dealers may resell any shares purchased from the underwriters to
certain other brokers or dealers at a discount of up to $ per share from
the initial public offering price. If all of the shares are not sold at the
initial public offering price, the representatives may change the offering price
and the other selling terms.

Charter Communications, Inc. and Charter Communications Holding Company
have entered into an underwriting agreement with the underwriters for the
international offering of 25,500,000 shares of Class A common stock outside the
United States and Canada. The terms and conditions of both offerings are the
same and the sale of shares in both offerings are conditioned on each other.
Goldman Sachs International, Bear, Stearns International Limited, Morgan Stanley
& Co. International Limited, Donaldson, Lufkin & Jenrette Securities
Corporation, Merrill Lynch International, Salomon Brothers International, ABN
Amro Rothschild, Credit Lyonnais Securities and Dresdner Bank AG are
representatives of the international underwriters. Charter Communications, Inc.
has granted the international underwriters an option similar to that granted the
U.S. underwriters to purchase up to an aggregate of an additional 3,825,000
shares.

The underwriters for both of the offerings have entered into an agreement
in which they have agreed to restrictions on where and to whom they and any
dealer purchasing from them may offer shares as a part of the distribution of
the shares. The underwriters have also agreed that they may sell shares among
each of the underwriting groups.

Charter Communications, Inc., all of its directors and executive officers,
Charter Communications Holding Company, Charter Investment, Inc. and Vulcan
Cable III Inc. have agreed not to dispose of or hedge any of their Class A
common stock or their Charter Communications Holding Company membership units or
securities convertible into or exchangeable for Class A common stock or
membership units during the period from the date of this prospectus continuing
through the date 180 days after the date of this prospectus, except with the
prior written consent of Goldman, Sachs & Co. and except that Charter
Communications, Inc. and Charter Communications Holding Company will be entitled
to offer and sell convertible debt, convertible preferred or privately placed
equity securities to finance $1.1 billion of the Bresnan acquisition purchase
price. The Rifkin sellers who received Charter Communications Holding Company
membership units have agreed to restrictions. See "Shares Eligible for Future
Sale" for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the shares. The
initial public offering price will be negotiated among Charter Communications,
Inc. and the representatives. Among the factors to be considered in determining

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the initial public offering price of the shares, in addition to prevailing
market conditions, will be our historical performance, estimates of our business
potential and our earnings prospects, an assessment of our management and the
consideration of the above factors in relation to market valuation of companies
in related businesses.

Charter Communications, Inc. has applied to have the Class A common stock
included for quotation on the Nasdaq National Market under the symbol "CHTR".

In connection with the offering, the underwriters may purchase and sell
shares of Class A common stock in the open market. These transactions may
include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters of a
greater number of shares than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the Class A
common stock while the offering is in progress.

The underwriters may impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased shares sold by or
for the account of such underwriter in stabilizing or short covering
transactions.

These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the Class A common stock. As a result, the price of
the Class A common stock may be higher than the price that otherwise might exist
in the open market. If these activities are commenced, they may be discontinued
by the underwriters at any time. These transactions may be effected on the
Nasdaq National Market, in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.

The estimated total expenses of the offering, excluding underwriting
discounts, of approximately $ million will be paid by Charter Communications
Holding Company.

Charter Communications, Inc. and Charter Communications Holding Company
have agreed to indemnify the several underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.

At our request, the underwriters have reserved for sale at the initial
public offering price up to 4% of the shares offered by Charter Communications,
Inc. to be sold to its directors, officers, employees, employees of the entities
operating the cable systems to be acquired in the pending acquisitions,
associates and sellers in the pending Helicon acquisition, as described in the
following paragraph. The number of shares available for sale to the general
public will be reduced to the extent such shares are purchased. Any of these
reserved shares

241
<PAGE> 245

not so purchased will be offered by the underwriters on the same basis as the
shares offered hereby.

At our request, the underwriters will reserve up to $12 million of Class A
common stock at the initial public offering price for sale to specified sellers
of the Helicon cable systems. This would represent 666,667 shares of Class A
common stock, calculated at the mid-point of the range set forth on the cover
page of this prospectus.

Certain of the underwriters and their affiliates have in the past provided,
and may in the future from time to time provide, investment banking and general
financing and banking services to Charter Communications Holding Company and its
affiliates for which they have in the past received, and may in the future
receive, customary fees.

This prospectus may be used by the underwriters and other dealers in
connection with offers and sales of the shares, including sales of shares
initially sold by the underwriters in the offering being made outside of the
United States, to persons located in the United States.

242
<PAGE> 246

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
CHARTER COMMUNICATIONS, INC.
Report of Independent Public Accountants.................... F-8
Balance Sheet as of July 22, 1999........................... F-9
Notes to Financial Statement................................ F-10

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
Report of Independent Public Accountants.................... F-11
Consolidated Balance Sheet as of December 31, 1998.......... F-12
Consolidated Statement of Operations for the period from
December 24, 1998 through December 31, 1998............... F-13
Consolidated Statement of Cash Flows for the period from
December 24, 1998 through December 31, 1998............... F-14
Notes to Consolidated Financial Statements.................. F-15
Report of Independent Public Accountants.................... F-29
Consolidated Balance Sheet as of December 31, 1997.......... F-30
Consolidated Statement of Operations for the period from
January 1, 1998 through December 23, 1998 and for the
years ended December 31, 1997 and 1996.................... F-31
Consolidated Statements of Shareholder's Investment for the
period from January 1, 1998 through December 23, 1998 and
for the years ended December 31, 1997 and 1996............ F-32
Consolidated Statement of Cash Flows for the period from
January 1, 1998 through December 23, 1998 and for the
years ended December 31, 1997 and 1996.................... F-33
Notes to Consolidated Financial Statements.................. F-34

MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES:
Independent Auditors' Report.............................. F-44
Consolidated Balance Sheets as of December 31, 1998 and
1997.................................................... F-45
Consolidated Statements of Operations for Each of the
Years in the Three-Year Period Ended December 31,
1998.................................................... F-46
Consolidated Statements of Members' Equity/Partners'
Capital for Each of the Years in the Three-Year Period
Ended December 31, 1998................................. F-47
Consolidated Statements of Cash Flows for Each of the
Years in the Three-Year Period Ended December 31,
1998.................................................... F-48
Notes to Consolidated Financial Statements................ F-49

CCA GROUP:
Report of Independent Public Accountants.................. F-60
Combined Balance Sheet as of December 31, 1997............ F-61
Combined Statements of Operations for the Period From
January 1, 1998, Through December 23, 1998 and for the
Years Ended December 31, 1997 and 1996.................. F-62
Combined Statements of Shareholders' Deficit for the
Period From January 1, 1998, Through December 23, 1998
and for the Years Ended December 31, 1997 and 1996...... F-63
Combined Statements of Cash Flows for the Period From
January 1, 1998, Through December 23, 1998 and for the
Years Ended December 31, 1997 and 1996.................. F-64
Notes to Combined Financial Statements.................... F-65

CHARTERCOMM HOLDINGS, L.P.:
Report of Independent Public Accountants.................. F-79
Consolidated Balance Sheet as of December 31, 1997........ F-80
Consolidated Statements of Operations for the Period From
January 1, 1998 Through December 23, 1998 and for the
Years Ended December 31, 1997 and 1996.................. F-81
Consolidated Statements of Partner's Capital for the
Period From January 1, 1998 Through December 23, 1998
and for the Years Ended December 31, 1997 and 1996...... F-82
Consolidated Statements of Cash Flows for the Period From
January 1, 1998 Through December 23, 1998 and for the
Years Ended December 31, 1997 and 1996.................. F-83
Notes to Consolidated Financial Statements................ F-84
</TABLE>

F-1
<PAGE> 247

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
GREATER MEDIA CABLEVISION SYSTEMS:
Report of Independent Public Accountants.................. F-97
Combined Balance Sheets as of September 30, 1998 and
1997.................................................... F-98
Combined Statements of Income for the Nine Months Ended
June 30, 1999 and 1998 (unaudited) and for the Years
Ended September 30, 1998, 1997 and 1996................. F-99
Combined Statements of Changes in Net Assets for the Nine
Months Ended June 30, 1999 (unaudited) and for the Years
Ended September 30, 1996, 1997 and 1998................. F-100
Combined Statements of Cash Flows for the Nine Months
Ended June 30, 1999 and 1998 (unaudited) and for the
Years Ended September 30, 1998, 1997 and 1996........... F-101
Notes to Combined Financial Statements.................... F-102

RENAISSANCE MEDIA GROUP LLC:
Report of Independent Auditors............................ F-108
Consolidated Balance Sheet as of December 31, 1998........ F-109
Consolidated Statement of Operations for the Year Ended
December 31, 1998....................................... F-110
Consolidated Statement of Changes in Members' Equity for
the Year Ended December 31, 1998........................ F-111
Consolidated Statement of Cash Flows for the Year Ended
December 31, 1998....................................... F-112
Notes to Consolidated Financial Statements for the Year
Ended December 31, 1998................................. F-113

PICAYUNE MS, LAFOURCHE, LA, ST. TAMMANY, LA, ST. LANDRY, LA,
POINTE COUPEE, LA AND JACKSON, TN CABLE TELEVISION
SYSTEMS:
Report of Independent Auditors............................ F-123
Combined Balance Sheet as of April 8, 1998................ F-124
Combined Statement of Operations for the Period from
January 1, 1998 through April 8, 1998................... F-125
Combined Statement of Changes in Net Assets for the Period
from January 1, 1998 through April 8, 1998.............. F-126
Combined Statement of Cash Flows for the Period from
January 1, 1998 through April 8, 1998................... F-127
Notes to Combined Financial Statements.................... F-128
Report of Independent Auditors............................ F-135
Combined Balance Sheets as of December 31, 1996 and
1997.................................................... F-136
Combined Statements of Operations for the Years Ended
December 31, 1995, 1996 and 1997........................ F-137
Combined Statements of Changes in Net Assets for the Years
Ended December 31, 1996 and 1997........................ F-138
Combined Statements of Cash Flows for the Years Ended
1995, 1996 and 1997..................................... F-139
Notes to Combined Financial Statements.................... F-140

HELICON PARTNERS I, L.P. AND AFFILIATES:
Independent Auditors' Report.............................. F-147
Combined Balance Sheets as of December 31, 1997 and
1998.................................................... F-148
Combined Statements of Operations for Each of the Years in
the Three-Year Period Ended December 31, 1998........... F-149
Combined Statements of Changes in Partners' Deficit for
Each of the Years in the Three-Year Period Ended
December 31, 1998....................................... F-150
Combined Statements of Cash Flows for Each of the Years in
the Three-Year Period Ended December 31, 1998........... F-151
Notes to Combined Financial Statements.................... F-152

INTERMEDIA CABLE SYSTEMS (COMPRISED OF COMPONENTS OF
INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS IV,
L.P.):
Report of Independent Accountants......................... F-165
Combined Balance Sheets at December 31, 1998 and 1997..... F-166
Combined Statements of Operations for the Years Ended
December 31, 1998 and 1997.............................. F-167
Combined Statement of Changes in Equity for the Years
Ended December 31, 1998 and 1997........................ F-168
Combined Statements of Cash Flows for the Years Ended
December 31, 1998 and 1997.............................. F-169
Notes to Combined Financial Statements.................... F-170
</TABLE>

F-2
<PAGE> 248

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
RIFKIN CABLE INCOME PARTNERS L.P.:
Report of Independent Accountants......................... F-182
Balance Sheet at December 31, 1997 and 1998............... F-183
Statement of Operations for Each of the Three Years in the
Period Ended December 31, 1998.......................... F-184
Statement of Partners' Equity (Deficit) for Each of the
Three Years in the Period Ended December 31, 1998....... F-185
Statement of Cash Flows for Each of the Three Years in the
Period Ended December 31, 1998.......................... F-186
Notes to Financial Statements............................. F-187

RIFKIN ACQUISITION PARTNERS, L.L.L.P.:
Report of Independent Accountants......................... F-191
Consolidated Balance Sheet at December 31, 1998 and
1997.................................................... F-192
Consolidated Statement of Operations for Each of the Three
Years in the Period Ended December 31, 1998............. F-193
Consolidated Statement of Cash Flows for Each of the Three
Years in the Period Ended December 31, 1998............. F-194
Consolidated Statement of Partners' Capital (Deficit) for
Each of the Three Years in the Period Ended December 31,
1998.................................................... F-195
Notes to Consolidated Financial Statements................ F-196

INDIANA CABLE ASSOCIATES, LTD.:
Report of Independent Auditors............................ F-210
Balance Sheet as December 31, 1997 and 1998............... F-211
Statement of Operations for the Years Ended December 31,
1996, 1997 and 1998..................................... F-212
Statement of Partners' Deficit for the Years Ended
December 31, 1996, 1997 and 1998........................ F-213
Statement of Cash Flows for the Years Ended December 31,
1996, 1997 and 1998..................................... F-214
Notes to Financial Statements............................. F-215

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP:
Report of Independent Auditors............................ F-219
Consolidated Balance Sheet as of December 31, 1997 and
1998.................................................... F-220
Consolidated Statement of Operations for the Years Ended
December 31, 1996, 1997 and 1998........................ F-221
Consolidated Statement of Partners' Equity (Deficit) for
the Years Ended December 31, 1996, 1997 and 1998........ F-222
Consolidated Statement of Cash Flows for the Years Ended
December 31, 1996, 1997 and 1998........................ F-223
Notes to Consolidated Financial Statements................ F-224

SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS:
Report of Independent Public Accountants.................. F-228
Statement of Operations and Changes in Net Assets for the
Period from April 1, 1998, through May 20, 1998......... F-229
Statement of Cash Flows for the Period from April 1, 1998,
through May 20, 1998.................................... F-230
Notes to Financial Statements............................. F-231

LONG BEACH ACQUISITION CORP.:
Report of Independent Public Accountants.................. F-234
Statement of Operations for the Period from April 1, 1997,
through May 23, 1997.................................... F-235
Statement of Stockholder's Equity for the Period from
April 1, 1997, through May 23, 1997..................... F-236
Statement of Cash Flows for the Period from April 1, 1997,
through May 23, 1997.................................... F-237
Notes to Financial Statements............................. F-238

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets as of June 30, 1999
(unaudited) and December 31, 1998......................... F-242
Condensed Consolidated Statements of Operations for the six
months ended June 30, 1999 and 1998 (unaudited)........... F-243
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1999 and 1998 (unaudited)........... F-244
Notes to Condensed Consolidated Financial Statements........ F-245
</TABLE>

F-3
<PAGE> 249

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
Consolidated Statements of Operations for the Three Months
Ended March 31, 1999 and Six Months Ended June 30, 1998
(unaudited)............................................... F-252
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1999 and Six Months Ended June 30, 1998
(unaudited)............................................... F-253
Notes to Condensed Consolidated Financial Statements
(unaudited)............................................... F-254

RENAISSANCE MEDIA GROUP LLC:
Consolidated Statement of Operations for the Four Months
Ended April 30, 1999 and Six Months Ended June 30, 1998
(unaudited)............................................. F-257
Consolidated Statement of Cash Flows for the Four Months
Ended April 30, 1999 and Six Months Ended June 30, 1998
(unaudited)............................................. F-258
Notes to Consolidated Financial Statements................ F-259

HELICON PARTNERS I, L.P. AND AFFILIATES:
Unaudited Condensed Combined Balance Sheet as of June 30,
1999.................................................... F-262
Unaudited Condensed Combined Statements of Operations for
the Six-Month Periods Ended June 30, 1998 and 1999...... F-263
Unaudited Condensed Combined Statements of Changes in
Partners' Deficit for the Six-Month Period Ended June
30, 1999................................................ F-264
Unaudited Condensed Combined Statements of Cash Flows for
the Six-Month Periods Ended June 30, 1998 and 1999...... F-265
Notes to Unaudited Condensed Combined Financial
Statements.............................................. F-266

INTERMEDIA CABLE SYSTEMS (COMPRISED OF COMPONENTS OF
INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS IV,
L.P.):
Combined Balance Sheets as of June 30, 1999 (unaudited)
and December 31, 1998................................... F-268
Combined Statements of Operations for the Six Months Ended
June 30, 1999 and 1998 (unaudited)...................... F-269
Combined Statement of Changes in Equity for the Six Months
Ended June 30, 1999 (unaudited) and for the Year Ended
December 31, 1998....................................... F-270
Combined Statements of Cash Flows for the Six Months Ended
June 30, 1999 and 1998 (unaudited)...................... F-271
Notes to Condensed Combined Financial Statements
(unaudited)............................................. F-272

RIFKIN CABLE INCOME PARTNERS L.P.:
Balance Sheet at December 31, 1998 and June 30, 1999
(unaudited)............................................. F-278
Statement of Operations for the Six Months Ended June 30,
1998 and 1999 (unaudited)............................... F-279
Statement of Partners' Equity for the Six Months Ended
March 31, 1998 and 1999 (unaudited)..................... F-280
Statement of Cash Flows for the Six Months Ended June 30,
1998 and 1999 (unaudited)............................... F-281
Notes to Financial Statements............................. F-282

RIFKIN ACQUISITION PARTNERS, L.L.L.P.:
Consolidated Balance Sheet at June 30, 1999 (unaudited)
and December 31, 1998................................... F-284
Consolidated Statement Of Operations for the Six Months
Ended June 30, 1999 and 1998 (unaudited)................ F-285
Consolidated Statement of Cash Flow for the Six Months
Ended June 30, 1999 and 1998 (unaudited)................ F-286
Consolidated Statements of Partners' Capital (Deficit) for
the Six Months Ended June 30, 1999 and 1998
(unaudited)............................................. F-287
Notes to Consolidated Financial Statements................ F-288

INDIANA CABLE ASSOCIATES, LTD.:
Balance Sheet as of December 31, 1998 and June 30, 1999
(unaudited)............................................. F-290
Statement of Operations for the Six Months Ended June 30,
1998 and 1999 (unaudited)............................... F-291
Statement of Cash Flows for the Six Months Ended June 30,
1998 and 1999 (unaudited)............................... F-292
Statement of Partners' Deficit for the Six Months Ended
June 30, 1999 and for the Year Ended December 31,
1998.................................................... F-293
Notes to Financial Statement (unaudited).................. F-294
</TABLE>

F-4
<PAGE> 250

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
Consolidated Balance Sheet as of June 30, 1999 (unaudited)
and December 31, 1998................................... F-295
Consolidated Statement of Operations for the Six Months
Ended June 30, 1998 and 1999 (unaudited)................ F-296
Consolidated Statement of Partners' Equity for the Six
Months Ended June 30, 1999 and 1998..................... F-297
Consolidated Statement of Cash Flows for the Six Months
Ended June 30, 1998 and 1999 (unaudited)................ F-298
Notes to Consolidated Financial Statement (unaudited)..... F-299

AVALON CABLE LLC AND SUBSIDIARIES
Report of Independent Accountants......................... F-301
Consolidated Balance Sheet as of December 31, 1998 and
1997.................................................... F-302
Consolidated Statement of Operations for the year ended
December 31, 1998 and for the period from September 4,
1997 (inception) through December 31, 1997.............. F-303
Consolidated Statements of Changes in Members' Interest
from September 4, 1997 (inception) through December 31,
1998.................................................... F-304
Consolidated Statement of Cash Flows for the year ended
December 31, 1998 and for the period from September 4,
1997 (inception) through December 31, 1997.............. F-305
Notes to the Consolidated Financial Statements............ F-306

AVALON CABLE LLC AND SUBSIDIARIES
Consolidated Balance Sheet as of June 30, 1999 (unaudited)
and December 31, 1998................................... F-320
Consolidated Statement of Operations for the six months
ended June 30, 1999 and 1998 (unaudited)................ F-321
Consolidated Statement of Changes in Members' Interest for
the six months ended June 30, 1999 (unaudited).......... F-322
Consolidated Statement of Cash Flows for the six months
ended June 30, 1999 and 1998 (unaudited)................ F-323
Notes to Consolidated Financial Statements (unaudited).... F-324

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
Report of Independent Accountants......................... F-329
Consolidated Balance Sheets as of December 31, 1998 and
1997.................................................... F-330
Consolidated Statement of Operations for the year ended
December 31, 1998 and for the period from September 4,
1997 (inception) through December 31, 1997.............. F-331
Consolidated Statement of Shareholder's Equity for the
period from September 4, 1997 (inception) through
December 31, 1998....................................... F-332
Consolidated Statement of Cash Flows for the year ended
December 31, 1998 and for the period from September 4,
1997 (inception) through December 31, 1997.............. F-333
Notes to the Consolidated Financial Statements............ F-334

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet as of June 30, 1999 (unaudited)
and December 31, 1998................................... F-348
Consolidated Statement of Operations for the six months
ended June 30, 1999 and 1998 (unaudited)................ F-349
Consolidated Statement of Changes in Shareholders' Equity
for the six months ended
June 30, 1999 (unaudited)............................... F-350
Consolidated Statement of Cash Flows for the six months
ended March 31, 1999 and 1998 (unaudited)............... F-351
Notes to Consolidated Financial Statements (unaudited).... F-352

CABLE MICHIGAN, INC. AND SUBSIDIARIES
Report of Independent Accountants......................... F-357
Consolidated Balance Sheets as of December 31, 1997 and
November 5, 1998........................................ F-358
Consolidated Statements of Operations for the years ended
December 31, 1996, 1997 and for the period from January
1, 1998 through November 5, 1998........................ F-359
Consolidated Statements of Changes in Shareholders'
Deficit for the years ended December 31, 1996, 1997 and
for the period from January 1, 1998 through November 5,
1998.................................................... F-360
Consolidated Statement of Cash Flows for the years ended
December 31, 1996, 1997 and for the period from January
1, 1998 through November 5, 1998........................ F-361
Notes to Consolidated Financial Statements................ F-362
</TABLE>

F-5
<PAGE> 251

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
Report of Independent Accountants......................... F-377
Balance Sheet as of May 28, 1998.......................... F-378
Statement of Operations for the period from January 1,
1998 through May 28, 1998............................... F-379
Statement of Changes in Partners' Equity (Deficit) for the
period from January 1, 1998 through May 28, 1998........ F-380
Statement of Cash Flows for the period from January 1,
1998 through May 28, 1998............................... F-381
Notes to Financial Statements............................. F-382

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
Independent Auditors' Report.............................. F-386
Balance Sheets as of December 31, 1996 and 1997........... F-387
Statements of Net Earnings for the years ended December
31, 1995, 1996 and 1997................................. F-388
Statements of Changes in Partners' Equity (Deficit) for
the years ended December 31, 1995, 1996 and 1997........ F-389
Statements of Cash Flows for the years ended December 31,
1995, 1996 and 1997..................................... F-390
Notes to Financial Statements............................. F-391

PEGASUS CABLE TELEVISION, INC.
Report of Independent Accountants......................... F-395
Combined Balance Sheets at December 31, 1996 and 1997 and
June 30, 1998........................................... F-396
Combined Statement of Operations for the years ended
December 31, 1995, 1996 and 1997 and the six months
ended June 30, 1998..................................... F-397
Combined Statements of Changes in Stockholder's Deficit
for the three years ended December 31, 1997 and the six
months ended June 30, 1998.............................. F-398
Combined Statements of Cash Flows for the years ended
December 31, 1995, 1996 and 1997 and for the six months
ended June 30, 1998..................................... F-399
Notes to Combined Financial Statements.................... F-400

FALCON COMMUNICATIONS, L.P.
Report of Independent Auditors.............................. F-406
Consolidated Balance Sheets at December 31, 1997 and 1998... F-407
Consolidated Statements of Operations for each of the three
years in the period ended December 31, 1998............... F-408
Consolidated Statements of Partners' Deficit for each of the
three years in the period ended December 31, 1998......... F-409
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1998............... F-410
Notes to Consolidated Financial Statements.................. F-411
Condensed Consolidated Balance Sheets at December 31, 1998
and June 30, 1999 (unaudited)............................. F-433
Condensed Consolidated Statements of Operations for the six
months ended June 30, 1998 and 1999 (unaudited)........... F-434
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 and 1999 (unaudited)........... F-435
Notes to Unaudited Condensed Consolidated Financial
Statements................................................ F-436

TCI FALCON SYSTEMS
Independent Auditors' Report................................ F-438
Combined Balance Sheets at September 30, 1998 and December
31, 1997.................................................. F-439
Combined Statements of Operations and Parent's Investment
for the period from January 1, 1998 through September 30,
1998 and for the years ended December 31, 1997 and 1996... F-440
Combined Statements of Cash Flows for the period from
January 1, 1998 through September 30, 1998 and for the
years ended December 31, 1997 and 1996.................... F-441
Notes to the Combined Financial Statements for the period
from January 1, 1998 through September 30, 1998 and for
the years ended December 31, 1997 and 1996................ F-442
</TABLE>

F-6
<PAGE> 252

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
FANCH CABLE SYSTEM (comprised of components of TWFanch-one
Co. and TWFanch-two Co.)
Report of Independent Auditors.............................. F-449
Combined Balance Sheets as of December 31, 1998 and 1997.... F-450
Combined Statements of Operations for the years ended
December 31, 1998 and 1997................................ F-451
Combined Statements of Net Assets for the years ended
December 31, 1998 and 1997................................ F-452
Combined Statements of Cash Flows for the years ended
December 31, 1998 and 1997................................ F-453
Notes to Combined Financial Statements...................... F-454
Combined Balance Sheets as of June 30, 1998 (unaudited) and
December 31, 1998......................................... F-459
Combined Statements of Operations for the six months ended
June 30, 1999 and 1998
(unaudited)............................................... F-460
Combined Statements of Net Assets for the six months ended
June 30, 1999 and 1998
(unaudited)............................................... F-461
Combined Statements of Cash Flows for the six months ended
June 30, 1999 and 1998
(unaudited)............................................... F-462
Notes to Combined Financial Statements at June 30, 1999
(unaudited)............................................... F-463

BRESNAN COMMUNICATIONS GROUP LLC
Consolidated Balance Sheets at December 31, 1998 and June
30, 1999 (unaudited)...................................... F-466
Consolidated Statements of Operations and Member's Equity
(Deficit) for the six months ended June 30, 1998 and 1999
(unaudited)............................................... F-467
Consolidated Statements of Cash Flows for the six months
ended June 30, 1998 and 1999 (unaudited).................. F-468
Notes to Consolidated Financial Statements at June 30, 1999
(unaudited)............................................... F-469

BRESNAN COMMUNICATIONS GROUP SYSTEMS
Independent Auditors' Report................................ F-475
Combined Balance Sheets at December 31, 1997 and 1998....... F-476
Combined Statements of Operations and Parents' Investment
for the years ended December 31, 1996, 1997 and 1998...... F-477
Combined Statements of Cash Flows for the years ended
December 31, 1996, 1997 and 1998.......................... F-478
Notes to Combined Financial Statements at December 31, 1996,
1997 and 1998............................................. F-479
</TABLE>

F-7
<PAGE> 253

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Charter Communications, Inc.:

We have audited the accompanying balance sheet of Charter Communications,
Inc. as of July 22, 1999. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Charter Communications, Inc. as of
July 22, 1999, in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,

July 22, 1999 (except with respect
to the matter discussed in Note 2, as
to which the date is September 28,
1999)

F-8
<PAGE> 254

CHARTER COMMUNICATIONS, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
JULY 22, 1999
-------------
<S> <C>
ASSETS
CASH........................................................ $100
====

STOCKHOLDER'S EQUITY
COMMON STOCK -- $.001 par value, 100 shares authorized,
issued and outstanding.................................... $ --
ADDITIONAL PAID-IN CAPITAL.................................. 100
----
Total stockholder's equity........................ $100
====
</TABLE>

The accompanying notes are an integral part of the balance sheet.
F-9
<PAGE> 255

CHARTER COMMUNICATIONS, INC.

NOTES TO BALANCE SHEET
JULY 22, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BASIS OF PRESENTATION

On July 22, 1999, Charter Investment, Inc. (Charter Investment), a company
controlled by Paul G. Allen, formed a wholly owned subsidiary, Charter
Communications, Inc. (CCI or the "Company"), a Delaware corporation with an
initial investment of $100. The Company has no operations or cash flows other
than the initial investment made by Charter Investment. Accordingly, statements
of operations and cash flows are not presented.

2. SUBSEQUENT EVENT:

In July 1999, the Company filed a registration statement on Form S-1 with
the SEC, as amended on September 3, 1999, and further amended on September 28,
1999, for the issuance of Class A common stock to the public (IPO). CCI will be
a holding company whose sole asset will be a controlling equity interest in
Charter Communications Holding Company, LLC (Charter Communications Holding
Company), a direct and indirect owner of cable systems.

Upon completion of the IPO, CCI intends to purchase membership units of
Charter Communications Holding Company representing a 100% voting interest and
an approximate 32% economic interest. As sole manager of Charter Communications
Holding Company, CCI will control the business affairs of Charter Communications
Holding Company. CCI's consolidated financial statements will include the
accounts of Charter Communications Holding Company upon completion of the IPO.
The assets and liabilities of Charter Communications Holding Company will be
reflected in the consolidated financial statements of CCI at their historical
carrying values and a minority interest will be recorded on the consolidated
balance sheet representing that portion of the net equity of Charter
Communications Holding Company not owned by CCI.

F-10
<PAGE> 256

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Charter Communications Holding Company, LLC:

We have audited the accompanying consolidated balance sheet of Charter
Communications Holding Company, LLC and subsidiaries as of December 31, 1998,
and the related consolidated statements of operations and cash flows for the
period from December 24, 1998, through December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Charter Communications
Holding Company, LLC and subsidiaries as of December 31, 1998, and the results
of their operations and their cash flows for the period from December 24, 1998,
through December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
February 5, 1999 (except with respect to the
matters discussed in Notes 1 and 13,
as to which the date is April 19, 1999)

F-11
<PAGE> 257

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 9,573
Accounts receivable, net of allowance for doubtful
accounts of $1,728..................................... 15,108
Prepaid expenses and other................................ 2,519
----------
Total current assets................................... 27,200
----------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 716,242
Franchises, net of accumulated amortization of $5,253..... 3,590,054
----------
4,306,296
----------
OTHER ASSETS................................................ 2,031
----------
$4,335,527
==========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 10,450
Accounts payable and accrued expenses..................... 127,586
Payables to manager of cable television systems -- related
party.................................................. 4,334
----------
Total current liabilities.............................. 142,370
----------
LONG-TERM DEBT.............................................. 1,991,756
----------
DEFERRED MANAGEMENT FEES -- RELATED PARTY................... 15,561
----------
OTHER LONG-TERM LIABILITIES................................. 38,461
----------
MEMBERS' EQUITY............................................. 2,147,379
----------
$4,335,527
==========
</TABLE>

The accompanying notes are an integral part of this consolidated statement.
F-12
<PAGE> 258

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
1998, THROUGH
DECEMBER 31,
1998
-------------
<S> <C>
REVENUES.................................................... $13,713
-------
OPERATING EXPENSES:
Operating costs........................................... 6,168
General and administrative................................ 966
Depreciation and amortization............................. 8,318
Stock option compensation expense......................... 845
Corporate expense charges -- related party................ 473
-------
16,770
-------
Loss from operations................................... (3,057)
-------
OTHER INCOME (EXPENSE):
Interest income........................................... 133
Interest expense.......................................... (2,353)
-------
(2,220)
-------
Net loss............................................... $(5,277)
=======
</TABLE>

The accompanying notes are an integral part of this consolidated statement.
F-13
<PAGE> 259

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
1998, THROUGH
DECEMBER 31,
1998
--------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (5,277)
Adjustments to reconcile net loss to net cash provided by
operating activities --
Depreciation and amortization.......................... 8,318
Stock option compensation expense...................... 845
Changes in assets and liabilities --
Receivables, net..................................... (8,753)
Prepaid expenses and other........................... (211)
Accounts payable and accrued expenses................ 10,227
Payables to manager of cable television systems...... 473
Other operating activities........................... 2,022
----------
Net cash provided by operating activities......... 7,644
----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (13,672)
----------
Net cash used in investing activities............. (13,672)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 14,200
----------
Net cash provided by financing activities......... 14,200
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 8,172
CASH AND CASH EQUIVALENTS, beginning of period.............. 1,401
----------
CASH AND CASH EQUIVALENTS, end of period.................... $ 9,573
==========
CASH PAID FOR INTEREST...................................... $ 5,538
==========
NONCASH TRANSACTION -- Transfer of cable television
operating subsidiaries from the parent company (see Note
1)........................................................ $2,151,811
==========
</TABLE>

The accompanying notes are an integral part of this consolidated statement.
F-14
<PAGE> 260

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

Charter Communications Holding Company, LLC (CCHC), a Delaware limited
liability company, was formed in 1999 as a wholly owned subsidiary of Charter
Investment, Inc. (Charter), formerly Charter Communications, Inc. Charter,
through its wholly owned cable television operating subsidiary, Charter
Communications Properties, LLC (CCP), commenced operations with the acquisition
of a cable television system on September 30, 1995.

Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter for an aggregate purchase price of
$211 million, excluding $214 million in debt assumed (the "Paul Allen
Transaction"). In conjunction with the Paul Allen Transaction, Charter acquired
100% of the interests it did not already own in CharterComm Holdings, LLC
(CharterComm Holdings) and CCA Group (comprised of CCA Holdings Corp., CCT
Holdings Corp. and Charter Communications Long Beach, Inc.), all cable
television operating companies, for $2.0 billion, excluding $1.8 billion in debt
assumed from unrelated third parties for fair value. Charter previously managed
and owned minority interests in these companies. These acquisitions were
accounted for using the purchase method of accounting, and accordingly, results
of operations of CharterComm Holdings and CCA Group are included in the
financial statements from the date of acquisition. In February 1999, Charter
transferred all of its cable television operating subsidiaries to a wholly owned
subsidiary of Charter Communications Holdings, LLC (Charter Holdings), Charter
Communications Operating, LLC (Charter Operating). Charter Holdings is a wholly
owned subsidiary of CCHC. This transfer was accounted for as a reorganization of
entities under common control similar to a pooling of interests.

As a result of the change in ownership of CCP, CharterComm Holdings and CCA
Group, CCHC has applied push-down accounting in the preparation of the
consolidated financial statements. Accordingly, CCHC increased its members'
equity by $2.2 billion to reflect the amounts paid by Paul G. Allen and Charter.
The purchase price was allocated to assets acquired and liabilities assumed
based on their relative fair values, including amounts assigned to franchises of
$3.6 billion. The allocation of the purchase price is based, in part, on
preliminary information which is subject to adjustment upon obtaining complete
valuation information of intangible assets. The valuation information is
expected to be finalized in the third quarter of 1999. Management believes that
finalization of the purchase price will not have a material impact on the
results of operations or financial position of CCHC.

On April 23, 1998, Paul G. Allen and a company controlled by Paul G. Allen,
(the "Paul G. Allen Companies") purchased substantially all of the outstanding
partnership interests in Marcus Cable Company L.L.C. (Marcus Cable) for $1.4
billion, excluding $1.8 billion in assumed liabilities. The owner of the
remaining partnership interest retained voting control of Marcus Cable. In
February 1999, Marcus Cable Holdings, LLC (Marcus Holdings) was formed and Mr.
Allen's interests in Marcus Cable were transferred to Marcus Holdings on March
15, 1999. On March 31, 1999, Paul G. Allen purchased the remaining partnership
interests in Marcus Cable, including voting control. On April 7, 1999, Marcus
Holdings was merged into Charter Holdings and Marcus Cable was transferred to
Charter Holdings. For financial reporting purposes, the merger was accounted for
as an acquisition of Marcus Cable effective March 31, 1999, the date Paul G.
Allen obtained voting control of Marcus Cable. Accordingly, the results of
operations of Marcus Cable have not been included in the financial statements
for the period ended December 31, 1998.

F-15
<PAGE> 261
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The consolidated financial statements of CCHC include the accounts of
Charter Operating and CCP and the accounts of CharterComm Holdings and CCA Group
and their subsidiaries since December 23, 1998 (date acquired by Charter) and
are collectively referred to as the "Company" herein. All subsidiaries are
wholly owned. All material intercompany transactions and balances have been
eliminated. The Company derives its primary source of revenues by providing
various levels of cable television programming and services to residential and
business customers. As of December 31, 1998, the Company provided cable
television services to customers in 20 states in the U.S.

The consolidated financial statements of CCHC for periods prior to December
24, 1998, are not presented herein since, as a result of the Paul Allen
Transaction and the application of push down accounting, the financial
information as of December 31, 1998, and for the period from December 24, 1998,
through December 31, 1998, is presented on a different cost basis than the
financial information as of December 31, 1997, and for the periods prior to
December 24, 1998. Such information is not comparable.

CASH EQUIVALENTS

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1998,
cash equivalents consist primarily of repurchase agreements. These investments
are carried at cost that approximates market value.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable television
transmission and distribution facilities, and the cost of new customer
installations. The costs of disconnecting a customer are charged to expense in
the period incurred. Expenditures for repairs and maintenance are charged to
expense as incurred, and equipment replacement and betterments are capitalized.

Depreciation is provided on the straight-line basis over the estimated
useful lives of the related assets as follows:

<TABLE>
<S> <C>
Cable distribution systems.................................. 3-15 years
Buildings and leasehold improvements........................ 5-15 years
Vehicles and equipment...................................... 3-5 years
</TABLE>

FRANCHISES

Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Costs relating to unsuccessful
franchise applications are charged to expense when it is determined that the
efforts to obtain the franchise will not be successful. Franchise rights
acquired through the purchase of cable television systems represent management's
estimate of fair value and are generally amortized using the straight-line
method over a period of 15 years. The period of 15 years is management's best
estimate of the useful lives of the franchises and assumes substantially all of
those franchises that expire during the period will be renewed by the Company.

IMPAIRMENT OF ASSETS

If facts and circumstances suggest that a long-lived asset may be impaired,
the carrying value is reviewed. If a review indicates that the carrying value of
such asset is not recoverable

F-16
<PAGE> 262
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

based on projected undiscounted cash flows related to the asset over its
remaining life, the carrying value of such asset is reduced to its estimated
fair value.

REVENUES

Cable television revenues from basic and premium services are recognized
when the related services are provided.

Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
cable television system. As of December 31, 1998, no installation revenue has
been deferred, as direct selling costs have exceeded installation revenue.

Fees collected from programmers to guarantee carriage are deferred and
amortized to income over the life of the contracts. Local governmental
authorities impose franchise fees on the Company ranging up to a federally
mandated maximum of 5.0% of gross revenues. On a monthly basis, such fees are
collected from the Company's customers and are periodically remitted to local
franchises. Franchise fees collected and paid are reported as revenues.

INTEREST RATE HEDGE AGREEMENTS

The Company manages fluctuations in interest rates by using interest rate
hedge agreements, as required by certain debt agreements. Interest rate swaps,
caps and collars are accounted for as hedges of debt obligations, and
accordingly, the net settlement amounts are recorded as adjustments to interest
expense in the period incurred. Premiums paid for interest rate caps are
deferred, included in other assets, and are amortized over the original term of
the interest rate agreement as an adjustment to interest expense.

The Company's interest rate swap agreements require the Company to pay a
fixed rate and receive a floating rate thereby creating fixed rate debt.
Interest rate caps and collars are entered into by the Company to reduce the
impact of rising interest rates on floating rate debt.

The Company's participation in interest rate hedging transactions involves
instruments that have a close correlation with its debt, thereby managing its
risk. Interest rate hedge agreements have been designed for hedging purposes and
are not held or issued for speculative purposes.

INCOME TAXES

Income taxes are the responsibility of the individual members or partners
and are not provided for in the accompanying consolidated financial statements.
In addition, certain subsidiaries are corporations subject to income taxes but
have no operations and, therefore, no material income tax liabilities or assets.

SEGMENTS

In 1998, the Company adopted SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information." Segments have been identified based upon
management responsibility. The Company operates in one segment, cable services.

USE OF ESTIMATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

2. PRO FORMA FINANCIAL INFORMATION (UNAUDITED):

In addition to the acquisitions by Charter of CharterComm Holdings and CCA
Group, the Company acquired cable television systems for an aggregate purchase
price, net of cash acquired, of $291,800 and $342,100 in 1998 and 1997,
respectively, all prior to December 24, 1998. The Company also refinanced
substantially all of its long-term debt in March 1999 (see Note 12).

Unaudited pro forma operating results as though the acquisitions and
refinancing discussed above, including the Paul Allen Transaction, had occurred
on January 1, 1997, with adjustments to give effect to amortization of
franchises, interest expense and certain other adjustments are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
----------------------
1998 1997
--------- ---------
<S> <C> <C>
Revenues................................................... $ 601,953 $ 550,259
Loss from operations....................................... (90,346) (129,009)
Net loss................................................... (294,598) (329,323)
</TABLE>

The unaudited pro forma financial information has been presented for
comparative purposes and does not purport to be indicative of the results of
operations or financial position of the Company had these transactions been
completed as of the assumed date or which may be obtained in the future.

3. MEMBERS' EQUITY:

For the period from December 24, 1998, through December 31, 1998, members'
equity consisted of the following:

<TABLE>
<S> <C>
Balance, December 24, 1998.................................. $2,151,811
Net loss.................................................... (5,277)
Stock option compensation................................... 845
----------
Balance, December 31, 1998.................................. $2,147,379
==========
</TABLE>

F-18
<PAGE> 264
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of the following at December 31,
1998:

<TABLE>
<S> <C>
Cable distribution systems.................................. $ 661,749
Land, buildings and leasehold improvements.................. 26,670
Vehicles and equipment...................................... 30,590
----------
719,009
Less -- Accumulated depreciation............................ (2,767)
----------
$ 716,242
==========
</TABLE>

For the period from December 24, 1998, through December 31, 1998,
depreciation expense was $2,767.

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consist of the following at December
31, 1998:

<TABLE>
<S> <C>
Accrued interest............................................ $ 30,809
Franchise fees.............................................. 12,534
Programming costs........................................... 11,856
Capital expenditures........................................ 15,560
Accrued income taxes........................................ 15,205
Accounts payable............................................ 7,439
Other accrued liabilities................................... 34,183
--------
$127,586
========
</TABLE>

6. LONG-TERM DEBT:

Long-term debt consists of the following at December 31, 1998:

<TABLE>
<S> <C>
Credit Agreements (including CCP, CCA Group and CharterComm
Holdings)................................................. $1,726,500
Senior Secured Discount Debentures.......................... 109,152
11 1/4% Senior Notes........................................ 125,000
Current maturities.......................................... (10,450)
Unamortized net premium..................................... 41,554
----------
$1,991,756
==========
</TABLE>

CCP CREDIT AGREEMENT

CCP maintains a credit agreement (the "CCP Credit Agreement"), which
provides for two term loan facilities, one with the principal amount of $60,000
that matures on June 30, 2006, and the other with the principal amount of
$80,000 that matures on June 30, 2007. The CCP Credit Agreement also provides
for a $90,000 revolving credit facility with a maturity date of June 30, 2006.
Amounts under the CCP Credit Agreement bear interest at the LIBOR Rate or Base
Rate,
F-19
<PAGE> 265
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

as defined, plus a margin up to 2.88%. The variable interest rates ranged from
7.44% to 8.19% at December 31, 1998.

CC-I, CC-II COMBINED CREDIT AGREEMENT

Charter Communications, LLC and Charter Communications II, LLC,
subsidiaries of CharterComm Holdings, maintains a combined credit agreement (the
"Combined Credit Agreement"), which provides for two term loan facilities, one
with the principal amount of $200,000 that matures on June 30, 2007, and the
other with the principal amount of $150,000 that matures on December 31, 2007.
The Combined Credit Agreement also provides for a $290,000 revolving credit
facility, with a maturity date of June 30, 2007. Amounts under the Combined
Credit Agreement bear interest at the LIBOR Rate or Base Rate, as defined, plus
a margin up to 2.0%. The variable interest rates ranged from 6.69% to 7.31% at
December 31, 1998. A quarterly commitment fee of between 0.25% and 0.375% per
annum is payable on the unborrowed balance of the revolving credit facility.

CHARTERCOMM HOLDINGS -- SENIOR SECURED DISCOUNT DEBENTURES

CharterComm Holdings issued $146,820 of Senior Secured Discount Debentures
(the "Debentures") for proceeds of $75,000. The Debentures are effectively
subordinated to the claims and creditors of CharterComm Holdings' subsidiaries,
including the lenders under the Combined Credit Agreement. The Debentures are
redeemable at the Company's option at amounts decreasing from 107% to 100% of
principal, plus accrued and unpaid interest to the redemption date, beginning on
March 15, 2001. The issuer is required to make an offer to purchase all of the
Debentures, at a purchase price equal to 101% of the principal amount, together
with accrued and unpaid interest, upon a Change in Control, as defined in the
Debentures Indenture. No interest is payable on the Debentures prior to March
15, 2001. Thereafter, interest on the Debentures is payable semiannually in
arrears beginning September 15, 2001, until maturity on March 15, 2007.

CHARTERCOMM HOLDINGS -- 11 1/4% SENIOR NOTES

CharterComm Holdings issued $125,000 aggregate principal amount of 11 1/4%
Senior Notes (the "11 1/4% Notes"). The Notes are effectively subordinated to
the claims of creditors of CharterComm Holdings' subsidiaries, including the
lenders under the Combined Credit Agreements. The 11 1/4% Notes are redeemable
at the Company's option at amounts decreasing from 106% to 100% of principal,
plus accrued and unpaid interest to the date of redemption, beginning on March
15, 2001. The issuer is required to make an offer to purchase all of the 11 1/4%
Notes, at a purchase price equal to 101% of the principal amount, together with
accrued and unpaid interest, upon a Change in Control, as defined in the 11 1/4%
Notes indenture. Interest is payable semiannually on March 15 and September 15
until maturity on March 15, 2006.

As of December 24, 1998, the Debentures and 11 1/4% Notes were recorded at
their estimated fair values resulting in an increase in the carrying values of
the debt and an unamortized net premium as of December 31, 1998. The premium
will be amortized to interest expense over the estimated remaining lives of the
debt using the interest method. As of December 31, 1998, the effective interest
rates on the Debentures and 11 1/4% Notes were 10.7% and 9.6%, respectively.

CCE-I CREDIT AGREEMENT

Charter Communications Entertainment I LLC, a subsidiary of CCA Group,
maintains a credit agreement (the "CCE-I Credit Agreement"), which provides for
a $280,000 term loan that
F-20
<PAGE> 266
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

matures on September 30, 2006, and $85,000 fund loan that matures on March 31,
2007, and a $175,000 revolving credit facility with a maturity date of September
30, 2006. Amounts under the CCE-I Credit Agreement bear interest at either the
LIBOR Rate or Base Rate, as defined, plus a margin up to 2.75%. The variable
interest rates ranged from 6.88% to 8.06% at December 31, 1998. A quarterly
commitment fee of between 0.375% and 0.5% per annum is payable on the unborrowed
balance of the revolving credit facility.

CCE-II COMBINED CREDIT AGREEMENT

Charter Communications Entertainment II, LLC and Long Beach LLC,
subsidiaries of CCA Group, maintain a credit agreement (the "CCE-II Combined
Credit Agreement"), which provides for two term loan facilities, one with the
principal amount of $100,000 that matures on March 31, 2005, and the other with
the principal amount of $90,000 that matures on March 31, 2006. The CCE-II
Combined Credit Agreement also provides for a $185,000 revolving credit
facility, with a maturity date of March 31, 2005. Amounts under the CCE-II
Combined Credit Agreement bear interest at either the LIBOR Rate or Base Rate,
as defined, plus a margin up to 2.5%. The variable rates ranged from 6.56% to
7.59% at December 31, 1998. A quarterly commitment fee of between 0.25% and
0.375% per annum is payable on the unborrowed balance of the revolving credit
facility.

CCE CREDIT AGREEMENT

Charter Communications Entertainment, LLC, a subsidiary of CCA Group,
maintains a credit agreement (the "CCE Credit Agreement") which provides for a
term loan facility with the principal amount of $130,000 that matures on
September 30, 2007. Amounts under the CCE Credit Agreement bear interest at the
LIBOR Rate or Base Rate, as defined, plus a margin up to 3.25%. The variable
interest rate at December 31, 1998, was 8.62%.

CCE-II HOLDINGS CREDIT AGREEMENT

CCE-II Holdings, LLC, a subsidiary of CCA Group, entered into a credit
agreement (the "CCE-II Holdings Credit Agreement"), which provides for a term
loan facility with the principal amount of $95,000 that matures on September 30,
2006. Amounts under the CCE-II Holdings Credit Agreement bear interest at either
the LIBOR Rate or Base Rate, as defined, plus a margin up to 3.25%. The variable
rate at December 31, 1998, was 8.56%.

Based upon outstanding indebtedness at December 31, 1998, and the
amortization of term and fund loans, and scheduled reductions in available
borrowings of the revolving credit facilities, aggregate future principal
payments on the total borrowings under all debt agreements at December 31, 1998,
are as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
- ---- ----------
<S> <C>
1999........................................................ $ 10,450
2000........................................................ 21,495
2001........................................................ 42,700
2002........................................................ 113,588
2003........................................................ 157,250
Thereafter.................................................. 1,652,837
----------
$1,998,320
==========
</TABLE>

F-21
<PAGE> 267
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. FAIR VALUE OF FINANCIAL INSTRUMENTS:

A summary of debt and the related interest rate hedge agreements at
December 31, 1998, is as follows:

<TABLE>
<CAPTION>
CARRYING NOTIONAL FAIR
DEBT VALUE AMOUNT VALUE
- ---- ---------- ---------- ----------
<S> <C> <C> <C>
Credit Agreements (including CCP, CCA Group and
CharterComm Holdings)............................ $1,726,500 $ -- $1,726,500
Senior Secured Discount Debentures................. 138,102 -- 138,102
11 1/4% Senior Notes............................... 137,604 -- 137,604
INTEREST RATE HEDGE AGREEMENTS
Swaps.............................................. (23,216) 1,105,000 (23,216)
Caps............................................... -- 15,000 --
Collars............................................ (4,174) 310,000 (4,174)
</TABLE>

As the long-term debt under the credit agreements bears interest at current
market rates, their carrying amount approximates market value at December 31,
1998. The fair values of the 11 1/4% Notes and the Debentures are based on
quoted market prices.

The weighted average interest pay rate for the Company's interest rate swap
agreements was 7.66% at December 31, 1998. The weighted average interest rate
for the Company's interest rate cap agreements was 8.55% at December 31, 1998.
The weighted average interest rates for the Company's interest rate collar
agreements were 8.61% and 7.31% for the cap and floor components, respectively,
at December 31, 1998.

The notional amounts of interest rate hedge agreements do not represent
amounts exchanged by the parties and, thus, are not a measure of the Company's
exposure through its use of interest rate hedge agreements. The amounts
exchanged are determined by reference to the notional amount and the other terms
of the contracts.

The fair value of interest rate hedge agreements generally reflects the
estimated amounts that the Company would receive or pay (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking into
account the current unrealized gains or losses of open contracts. Dealer
quotations are available for the Company's interest rate hedge agreements.

Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. In addition, some
of the interest rate hedge agreements are with certain of the participating
banks under the Company's credit facilities, thereby reducing the exposure to
credit loss. The Company has policies regarding the financial stability and
credit standing of major counterparties. Nonperformance by the counterparties is
not anticipated nor would it have a material adverse effect on the Company's
consolidated financial position or results of operations.

8. RELATED-PARTY TRANSACTIONS:

F-22
<PAGE> 268
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

through December 31, 1998. All other costs incurred by Charter on behalf of the
Company are recorded as expenses in the accompanying consolidated financial
statements and are included in corporate expense charges -- related party.
Management believes that costs incurred by Charter on the Company's behalf and
included in the accompanying financial statements are not materially different
than costs the Company would have incurred as a stand alone entity.

Charter utilizes a combination of excess insurance coverage and
self-insurance programs for its medical, dental and workers' compensation
claims. Charges are made to the Company as determined by independent actuaries
at the present value of the actuarially computed present and future liabilities
for such benefits. Medical coverage provides for $2,435 aggregate stop loss
protection and a loss limitation of $100 per person per year. Workers'
compensation coverage provides for $800 aggregate stop loss protection and a
loss limitation of $150 per person per year.

The Company is charged a management fee based on percentages of revenues or
a flat fee plus additional fees based on percentages of operating cash flows, as
stipulated in the management agreements between Charter and the operating
subsidiaries. To the extent management fees charged to the Company are greater
(less) than the corporate expenses incurred by Charter, the Company will record
distributions to (capital contributions from) Charter. For the period from
December 24, 1998, through December 31, 1998, the management fee charged to the
Company approximated the corporate expenses incurred by Charter on behalf of the
Company. As of December 31, 1998, management fees currently payable of $473 are
included in payables to manager of cable television systems-related party.
Beginning in 1999, the management fee will be based on 3.5% of revenues as
permitted by the new debt agreements of the Company (see Note 13).

Charter, Paul G. Allen and certain affiliates of Mr. Allen own equity
interests or warrants to purchase equity interests in various entities which
provide services or programming to the Company, including High Speed Access
Corp. (High Speed Access), WorldGate Communications, Inc. (WorldGate), Wink
Communications, Inc. (Wink), ZDTV, USA Networks, Inc. (USA Networks) and Oxygen
Media Inc. (Oxygen Media). In addition, certain officers or directors of the
Company also serve as directors of High Speed Access and USA Networks. The
Company and its affiliates do not hold controlling interests in any of these
companies.

Certain of the Company's cable television subscribers receive cable
modem-based internet access through High Speed Access and TV-based internet
access through WorldGate. For the period from December 24, 1998, through
December 31, 1998, revenues attributable to these services were less than 1% of
total revenues.

The Company receives or will receive programming and certain interactive
features embedded into the programming for broadcast via its cable television
systems from Wink, ZDTV, USA Networks and Oxygen Media. The Company pays a fee
for the programming service generally based on the number of subscribers
receiving the service. Such fees for the period from December 24, 1998, through
December 31, 1998, were less than 1% of total operating costs. In addition, the
Company receives commissions from USA Networks for home shopping sales generated
by its customers. Such revenues for the period from December 24, 1998, through
December 31, 1998, were less than 1% of total revenues.

F-23
<PAGE> 269
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. COMMITMENTS AND CONTINGENCIES:

LEASES

The Company leases certain facilities and equipment under noncancelable
operating leases. Leases and rental costs charged to expense for the period from
December 24, 1998, through December 31, 1998, were $70. Future minimum lease
payments are as follows:

<TABLE>
<S> <C>
1999........................................................ $2,843
2000........................................................ 2,034
2001........................................................ 1,601
2002........................................................ 626
2003........................................................ 366
Thereafter.................................................. 1,698
</TABLE>

The Company also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Company anticipates that such
rentals will recur. Rent expense incurred for pole rental attachments for the
period from December 24, 1998, through December 31, 1998, was $137.

LITIGATION

The Company is a party to lawsuits that arose in the ordinary course of
conducting its business. In the opinion of management, after consulting with
legal counsel, the outcome of these lawsuits will not have a material adverse
effect on the Company's consolidated financial position or results of
operations.

REGULATION IN THE CABLE TELEVISION INDUSTRY

The cable television industry is subject to extensive regulation at the
federal, local and, in some instances, state levels. The Cable Communications
Policy Act of 1984 (the "1984 Cable Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act" and together with
the 1984 Cable Act, the "Cable Acts"), and the Telecommunications Act of 1996
(the "1996 Telecom Act"), establish a national policy to guide the development
and regulation of cable television systems. The Federal Communications
Commission (FCC) has principal responsibility for implementing the policies of
the Cable Acts. Many aspects of such regulation are currently the subject of
judicial proceedings and administrative or legislative proposals. Legislation
and regulations continue to change, and the Company cannot predict the impact of
future developments on the cable television industry.

The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
systems and have resulted in additional regulatory oversight by the FCC and
local or state franchise authorities. The Cable Acts and the corresponding FCC
regulations have established rate regulations.

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. As of December 31,
1998, the amount refunded by the Company has been insignificant. The Company may
be required to refund additional amounts in the future.

The Company believes that it has complied in all material respects with the
provisions of the 1992 Cable Act, including the rate setting provisions
promulgated by the FCC. However, in

F-24
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CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

jurisdictions that have chosen not to certify, refunds covering the previous
twelve-month period may be ordered upon certification if the Company is unable
to justify its basic rates. The Company is unable to estimate at this time the
amount of refunds, if any, that may be payable by the Company in the event
certain of its rates are successfully challenged by franchising authorities or
found to be unreasonable by the FCC. The Company does not believe that the
amount of any such refunds would have a material adverse effect on the
consolidated financial position or results of operations of the Company.

The 1996 Telecom Act, among other things, immediately deregulated the rates
for certain small cable operators and in certain limited circumstances rates on
the basic service tier, and as of March 31, 1999, deregulates rates on the cable
programming service tier (CPST). The FCC is currently developing permanent
regulations to implement the rate deregulation provisions of the 1996 Telecom
Act. The Company cannot predict the ultimate effect of the 1996 Telecom Act on
the Company's consolidated financial position or results of operations.

The FCC may further restrict the ability of cable television operators to
implement rate increases or the United States Congress may enact legislation
that could delay or suspend the scheduled March 1999 termination of CPST rate
regulation. This continued rate regulation, if adopted, could limit the rates
charged by the Company.

A number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility. State governmental agencies are
required to follow FCC rules when prescribing rate regulation, and thus, state
regulation of cable television rates is not allowed to be more restrictive than
the federal or local regulation. The Company is subject to state regulation in
Connecticut.

10. EMPLOYEE BENEFIT PLANS:

The Company's employees may participate in 401(k) plans (the "401(k)
Plans"). Employees that qualify for participation can contribute up to 15% of
their salary, on a before tax basis, subject to a maximum contribution limit as
determined by the Internal Revenue Service. The Company made contributions to
the 401(k) Plans totaling $20 for the period from December 24, 1998, through
December 31, 1998.

11. ACCOUNTING STANDARD NOT YET IMPLEMENTED:

In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 1999. The Company has
not yet quantified the impacts of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or method of its adoption
of SFAS No. 133. However, SFAS No. 133 could increase volatility in earnings
(loss).

F-25
<PAGE> 271
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. PARENT COMPANY ONLY FINANCIAL STATEMENTS

As a result of the limitations on and prohibitions of distributions,
substantially all of the net assets of the consolidated subsidiaries are
restricted for distribution to CCHC, the parent company. CCHC (parent company
only) financial statements are presented below.

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC (PARENT COMPANY ONLY)

BALANCE SHEET
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------
<S> <C>
ASSETS
INVESTMENT IN CHARTER HOLDINGS.............................. $2,147,379
==========
MEMBERS' EQUITY
MEMBERS' EQUITY............................................. $2,147,379
==========
</TABLE>

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC (PARENT COMPANY ONLY)

STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24, 1998,
THROUGH
DECEMBER 31, 1998
------------------
<S> <C>
EQUITY IN LOSS OF CHARTER HOLDINGS.......................... $ (5,277)
==========
Net loss.................................................. $ (5,277)
==========
</TABLE>

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC (PARENT COMPANY ONLY)

STATEMENT OF MEMBERS' EQUITY
(DOLLARS IN THOUSANDS)

The investment in Charter Holdings is accounted for on the equity method.
No statement of cash flows has been presented as CCHC (parent company only) had
no cash flow activity.

13. SUBSEQUENT EVENTS:

Through April 19, 1999, the Company has entered into definitive agreements
to purchase eight cable television companies, including a swap of cable
television systems, for approximately $4.6 billion. The swap of cable television
systems will be recorded at the fair value of the systems exchanged. The
acquisitions are expected to close no later than March 31, 2000. The
acquisitions will be accounted for using the purchase method of accounting, and
accordingly,

F-26
<PAGE> 272
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

results of operations of the acquired businesses will be included in the
financial statements from the dates of acquisitions.

In March 1999, concurrent with the issuance of $600.0 million 8.250% Senior
Notes due 2007, $1.5 billion 8.625% Senior Notes due 2009 and $1.475 billion
9.920% Senior Discount Notes due 2011 (collectively, the "CCH Notes"), the
Company extinguished substantially all long-term debt, excluding borrowings of
the Company under its credit agreements, and refinanced substantially all
existing credit agreements at various subsidiaries with a new credit agreement
(the "CCO Credit Agreement") entered into by Charter Operating. The Company
expects to record an extraordinary loss of approximately $8 million in
conjunction with the extinguishment of substantially all long-term debt and the
refinancing of its credit agreements.

The CCO Credit Agreement provides for two term facilities, one with a
principal amount of $1.0 billion that matures September 2008 (Term A), and the
other with the principal amount of $1.85 billion that matures on March 2009
(Term B). The CCO Credit Agreement also provides for a $1.25 billion revolving
credit facility with a maturity date of September 2008. Amounts under the CCO
Credit Agreement bear interest at the Base Rate or the Eurodollar rate, as
defined, plus a margin up to 2.75%. A quarterly commitment fee of between 0.25%
and 0.375% per annum is payable on the unborrowed balance of Term A and the
revolving credit facility. On March 17, 1999, the Company borrowed $1.75 billion
under Term B and invested the excess cash of $1.0 billion in short-term
investments.

Charter Communications Holdings Capital Corporation is a co-issuer of the
CCH Notes and is a wholly owned finance subsidiary of Charter Holdings with no
independent assets or operations.

In accordance with an employment agreement between Charter and the
President and Chief Executive Officer of Charter and a related option agreement
between CCHC and the President and Chief Executive Officer of Charter, 7,044,127
options to purchase 3% of the net equity value of CCHC were issued to the
President and Chief Executive Officer of Charter. The options vest over a four
year period from the date of grant and expire ten years from the date of grant.

In February 1999, the Company adopted an option plan providing for the
grant of options to purchase up to an 10% of the aggregate equity value of the
subsidiaries of CCHC as of February 1999. The option plan provides for grants of
options to employees, and consultants of CCHC and its affiliates and consultants
who provide services to CCHC. Options granted vest over five years from the date
of grant. However, if there has not been a public offering of the equity
interests of CCHC or an affiliate, vesting will occur only upon termination of
employment for any reason, other than for cause or disability. Options not
exercised accumulate and are exercisable, in whole or in part, in any subsequent
period, but not later than ten years from the date of grant.

Following the completion of an initial public offering by Charter
Communications, Inc. membership units received upon exercise of the options will
be automatically exchanged for shares of Class A common stock of CCI on a
one-for-one basis, except for membership units received by the President and
Chief Executive Officer of Charter, which are exchangeable for Class B common
stock. Options outstanding as of March 31, 1999, are as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------- ----------------------
EXERCISE NUMBER OF REMAINING CONTRACT NUMBER OF
PRICE OPTIONS LIFE (IN YEARS) OPTIONS
- ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
$20.00 16,095,008 9.8 1,761,032
</TABLE>

F-27
<PAGE> 273
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company follows Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" to account for the option plans. Stock option
compensation expense of $845 has been recorded in the financial statements since
the exercise price is less than the estimated fair value of the underlying
membership interests on the date of grant. Estimated fair value was determined
by the Company using the valuation inherent in the Paul Allen Transaction and
valuations of public companies in the cable television industry adjusted for
factors specific to the Company. Compensation expense is being accrued over the
vesting period of each grant that varies from four to five years. As of March
31, 1999, deferred compensation remaining to be recognized in future periods
totalled $143 million. Had compensation expense for the option plans been
determined based on the fair value at the grant dates under the provisions of
SFAS No. 123, the Company's net loss would have been $5.5 million for the period
from December 24, 1998, through December 31, 1998. The fair value of each option
grant is estimated on the date of grant using the Black-Scholes option pricing
model with the following assumptions: no dividend yield, expected volatility of
44.00%, risk free rate of 5.00%, and expected option lives of 10 years.

F-28
<PAGE> 274

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Charter Communications Holding Company, LLC:

We have audited the accompanying consolidated balance sheet of Charter
Communications Holding Company, LLC and subsidiaries as of December 31, 1997,
and the related consolidated statements of operations, shareholder's investment
and cash flows for the period from January 1, 1998, through December 23, 1998,
and for the years ended December 31, 1997 and 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Charter Communications
Holding Company, LLC and subsidiaries as of December 31, 1997, and the results
of their operations and their cash flows for the period from January 1, 1998,
through December 23, 1998, and for the years ended December 31, 1997 and 1996,
in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
February 5, 1999

F-29
<PAGE> 275

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
1997
------------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 626
Accounts receivable, net of allowance for doubtful
accounts of $52........................................ 579
Prepaid expenses and other................................ 32
-------
Total current assets................................... 1,237
-------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 25,530
Franchises, net of accumulated amortization of $3,829..... 28,195
-------
53,725
-------
OTHER ASSETS................................................ 849
-------
$55,811
=======
LIABILITIES AND SHAREHOLDER'S INVESTMENT
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 3,082
Payables to manager of cable television systems -- related
party.................................................. 114
-------
Total current liabilities.............................. 3,196
-------
LONG-TERM DEBT.............................................. 41,500
-------
NOTE PAYABLE TO RELATED PARTY, including accrued interest... 13,090
-------
SHAREHOLDER'S INVESTMENT:
Common stock, $.01 par value, 100 shares authorized, one
issued and outstanding................................. --
Paid-in capital........................................... 5,900
Accumulated deficit....................................... (7,875)
-------
Total shareholder's investment......................... (1,975)
-------
$55,811
=======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-30
<PAGE> 276

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, YEAR ENDED
1998, THROUGH DECEMBER 31
DECEMBER 23, ------------------
1998 1997 1996
------------- ------- -------
<S> <C> <C> <C>
REVENUES................................................. $ 49,731 $18,867 $14,881
-------- ------- -------
OPERATING EXPENSES:
Operating costs........................................ 18,751 9,157 5,888
General and administrative............................. 7,201 2,610 2,235
Depreciation and amortization.......................... 16,864 6,103 4,593
Corporate expense allocation -- related party.......... 6,176 566 446
-------- ------- -------
48,992 18,436 13,162
-------- ------- -------
Income from operations.............................. 739 431 1,719
-------- ------- -------
OTHER INCOME (EXPENSE):
Interest income........................................ 44 41 20
Interest expense....................................... (17,277) (5,120) (4,415)
Other, net............................................. (728) 25 (47)
-------- ------- -------
(17,961) (5,054) (4,442)
-------- ------- -------
Net loss............................................ $(17,222) $(4,623) $(2,723)
======== ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-31
<PAGE> 277

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S INVESTMENT
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
------ ------- ----------- --------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995................. $-- $ 1,500 $ (529) $ 971
Capital contributions.................... -- 4,400 -- 4,400
Net loss................................. -- -- (2,723) (2,723)
-- ------- -------- --------
BALANCE, December 31, 1996................. -- 5,900 (3,252) 2,648
Net loss................................. -- -- (4,623) (4,623)
-- ------- -------- --------
BALANCE, December 31, 1997................. -- 5,900 (7,875) (1,975)
Capital contributions.................... -- 10,800 -- 10,800
Net loss................................. -- -- (17,222) (17,222)
-- ------- -------- --------
BALANCE, December 23, 1998................. $-- $16,700 $(25,097) $ (8,397)
== ======= ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-32
<PAGE> 278

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, YEAR ENDED
1998, THROUGH DECEMBER 31
DECEMBER 23, -------------------
1998 1997 1996
------------- ------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (17,222) $(4,623) $ (2,723)
Adjustments to reconcile net loss to net cash provided by
operating activities --
Depreciation and amortization........................... 16,864 6,103 4,593
Loss on sale of cable television system................. -- 1,363 --
Amortization of debt issuance costs, debt discount and
interest rate cap agreements.......................... 267 123 --
(Gain) loss on disposal of property, plant and
equipment............................................. (14) 130 --
Changes in assets and liabilities, net of effects from
acquisitions --
Receivables, net...................................... 10 (227) 6
Prepaid expenses and other............................ (125) 18 312
Accounts payable and accrued expenses................. 16,927 894 3,615
Payables to manager of cable television systems....... 5,288 (153) 160
Other operating activities............................ 569 -- --
--------- ------- --------
Net cash provided by operating activities............. 22,564 3,628 5,963
--------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (15,364) (7,880) (5,894)
Payments for acquisitions, net of cash acquired........... (167,484) -- (34,069)
Proceeds from sale of cable television system............. -- 12,528 --
Other investing activities................................ (486) -- 64
--------- ------- --------
Net cash provided by (used in) investing activities... (183,334) 4,648 (39,899)
--------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 217,500 5,100 31,375
Repayments of long-term debt.............................. (60,200) (13,375) (1,000)
Capital contributions..................................... 7,000 -- 4,400
Payment of debt issuance costs............................ (3,487) (12) (638)
--------- ------- --------
Net cash provided by (used in) financing activities... 160,813 (8,287) 34,137
--------- ------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 43 (11) 201
CASH AND CASH EQUIVALENTS, beginning of period.............. 626 637 436
--------- ------- --------
CASH AND CASH EQUIVALENTS, end of period.................... $ 669 $ 626 $ 637
========= ======= ========
CASH PAID FOR INTEREST...................................... $ 7,679 $ 3,303 $ 2,798
========= ======= ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-33
<PAGE> 279

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BASIS OF PRESENTATION

Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter for an aggregate purchase price of
$211 million, excluding $214 million in debt assumed (the "Paul Allen
Transaction"). In conjunction with the Paul Allen Transaction, Charter acquired
100% of the interest it did not already own in CharterComm Holdings, LLC
(CharterComm Holdings) and CCA Group (comprised of CCA Holdings Corp., CCT
Holdings Corp. and Charter Communications Long Beach Inc.), all cable television
operating companies, for $2.0 billion, excluding $1.8 billion in debt assumed
from unrelated third parties for fair value. Charter previously managed and
owned minority interests in these companies. These acquisitions were accounted
for using the purchase method of accounting, and accordingly results of
operations of CarterComm Holdings and CCA Group are included in the financial
statements of Charter Holdings from the date of acquisition. In February 1999,
Charter transferred all of its cable television operating subsidiaries to a
wholly owned subsidiary of Charter Communications Holdings, LLC (Charter
Holdings), Charter Communications Operating, LLC (Charter Operating). Charter
Holdings is a wholly owned subsidiary of CCHC. The transfer was accounted for as
a reorganization of entities under common control similar to a pooling of
interests.

The accompanying financial statements include the accounts of CCP,
Charter's wholly owned cable operating subsidiary, representing the financial
statements of CCHC and subsidiaries (the Company) for all periods presented. The
accounts of CharterComm Holdings and CCA Group are not included since these
companies were not owned and controlled by Charter prior to December 23, 1998.

As a result of the change in ownership of CCP, CharterComm Holdings and CCA
Group, the Company has applied push-down accounting in the preparation of the
consolidated financial statements effective December 23, 1998. Accordingly, the
financial statements of the Company for periods ended on or before December 23,
1998, are presented on a different cost basis than the financial statements for
the periods after December 23, 1998 (not presented herein), and are not
comparable.

CASH EQUIVALENTS

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1997,
cash equivalents consist primarily of repurchase agreements. These investments
are carried at cost that approximates market value.

PROPERTY, PLANT AND EQUIPMENT

F-34
<PAGE> 280
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

to expense in the period incurred. Expenditures for repairs and maintenance are
charged to expense as incurred, and equipment replacement and betterments are
capitalized.

Depreciation is provided on the straight-line basis over the estimated
useful lives of the related assets as follows:

In 1997, the Company shortened the useful lives from 10 years to 5 years of
certain plant and equipment included in cable distribution systems associated
with costs of new customer installations. As a result, additional depreciation
of $550 was recorded during 1997. The estimated useful lives were shortened to
be more reflective of average customer lives.

FRANCHISES

IMPAIRMENT OF ASSETS

If facts and circumstances suggest that a long-lived asset may be impaired,
the carrying value is reviewed. If a review indicates that the carrying value of
such asset is not recoverable based on projected undiscounted cash flows related
to the asset over its remaining life, the carrying value of such asset is
reduced to its estimated fair value.

REVENUES

Cable television revenues from basic and premium services are recognized
when the related services are provided.

Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
cable television system. As of December 31, 1997, no installation revenue has
been deferred, as direct selling costs have exceeded installation revenue.

F-35
<PAGE> 281
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INTEREST RATE HEDGE AGREEMENTS

INCOME TAXES

The Company files a consolidated income tax return with Charter. Income
taxes are allocated to the Company in accordance with the tax-sharing agreement
between the Company and Charter.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. ACQUISITIONS:

In 1998, the Company acquired cable television systems for an aggregate
purchase price, net of cash acquired, of $228,400, comprising $167,500 in cash
and $60,900 in a note payable to Seller. The excess of cost of properties
acquired over the amounts assigned to net tangible assets at the date of
acquisition was $207,600 and is included in franchises.

In 1996, the Company acquired cable television systems for an aggregate
purchase price, net of cash acquired, of $34,100. The excess of the cost of
properties acquired over 2>the amounts assigned to net tangible assets at the
date of acquisition was $24,300 and is included in franchises.

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.

F-36
<PAGE> 282
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Unaudited pro forma operating results as though the acquisition discussed
above, excluding the Paul Allen Transaction, had occurred on January 1, 1997,
with adjustments to give effect to amortization of franchises, interest expense
and certain other adjustments are as follows:

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1998,
THROUGH YEAR ENDED
DECEMBER 23, 1998 1997
----------------- ----------
(UNAUDITED)
<S> <C> <C>
Revenues................................................... $ 67,007 $ 63,909
Loss from operations....................................... (7,097) (7,382)
Net loss................................................... (24,058) (26,099)
</TABLE>

The unaudited 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.

3. SALE OF FT. HOOD SYSTEM:

In February 1997, the Company sold the net assets of the Ft. Hood system,
which served customers in Texas, for an aggregate sales price of approximately
$12,500. The sale of the Ft. Hood system resulted in a loss of $1,363, which is
included in operating costs in the accompanying statement of operations for the
year ended December 31, 1997.

4. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of the following at December 31,
1997:

<TABLE>
<S> <C>
Cable distribution systems.................................. $29,061
Land, buildings and leasehold improvements.................. 447
Vehicles and equipment...................................... 1,744
-------
31,252
Less- Accumulated depreciation.............................. (5,722)
-------
$25,530
=======
</TABLE>

For the period from January 1, 1998, through December 23, 1998, and for the
years ended December 31, 1997 and 1996, depreciation expense was $6,249, $3,898
and $2,371, respectively.

F-37
<PAGE> 283
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consist of the following at December
31, 1997:

<TABLE>
<S> <C>
Accrued interest............................................ $ 292
Capital expenditures........................................ 562
Franchise fees.............................................. 426
Programming costs........................................... 398
Accounts payable............................................ 298
Other....................................................... 1,106
------
$3,082
======
</TABLE>

6. LONG-TERM DEBT:

The Company maintained a revolving credit agreement (the "Old Credit
Agreement") with a consortium of banks for borrowings up to $47,500, of which
$41,500 was outstanding at December 31, 1997. In 1997, the Credit Agreement was
amended to reflect the impact of the sale of a cable television system. The debt
bears interest, at the Company's option, at rates based on the prime rate of the
Bank of Montreal (the agent bank), or LIBOR, plus the applicable margin based
upon the Company's leverage ratio at the time of the borrowings. The variable
interest rates ranged from 7.44% to 7.63% at December 31, 1997.

In May 1998, the Company entered into a credit agreement (the "CCP Credit
Agreement"), which provides for two term loan facilities, one with the principal
amount of $60,000 that matures on June 30, 2006, and the other with the
principal amount of $80,000 that matures on June 30, 2007. The CCP Credit
Agreement also provides for a $90,000 revolving credit facility with a maturity
date of June 30, 2006. Amounts under the CCP Credit Agreement bear interest at
the LIBOR Rate or Base Rate, as defined, plus a margin of up to 2.88%.

Commencing March 31, 1999, and at the end of each quarter thereafter,
available borrowings under the revolving credit facility shall be reduced on an
annual basis by 3.5% in 1999, 7.0% in 2000, 9.0% in 2001, 10.5% in 2002 and
16.5% in 2003. Commencing March 31, 2000, and at the end of each quarter
thereafter, available borrowings under the term loan shall be reduced on an
annual basis by 6.0% in 2000, 8.0% in 2001, 11.0% in 2002 and 16.5% in 2003.
Commencing March 31, 2000, and at the end of each quarter thereafter, available
borrowings under the other term loan shall be reduced on an annual basis by 1.0%
in 2000, 1.0% in 2001, 1.0% in 2002 and 1.0% in 2003.

The credit agreement requires the Company and/or its subsidiaries to comply
with various financial and other covenants, including the maintenance of certain
operating and financial ratios. This agreement also contains substantial
limitations on, or prohibitions of, distributions, additional indebtedness,
liens, asset sales and certain other items.

7. NOTE PAYABLE TO RELATED PARTY:

As of December 31, 1997, the Company holds a promissory note payable to CCT
Holdings Corp., a company managed by Charter and acquired by Charter effective
December 23, 1998. The promissory note bears interest at the rates paid by CCT
Holdings Corp. on a note payable to a third party. Principal and interest are
due on September 29, 2005.

F-38
<PAGE> 284
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. FAIR VALUE OF FINANCIAL INSTRUMENTS:

A summary of debt and the related interest rate hedge agreements at
December 31, 1997, is as follows:

<TABLE>
<CAPTION>
CARRYING NOTIONAL FAIR
VALUE AMOUNT VALUE
-------- -------- -------
<S> <C> <C> <C>
Debt
CCP Credit Agreement........................................ $41,500 $ -- $41,500
Interest Rate Hedge Agreements
Caps........................................................ -- 15,000 --
Collars..................................................... -- 20,000 (74)
</TABLE>

As the long-term debt under the credit agreements bears interest at current
market rates, its carrying amount approximates market value at December 31,
1997.

Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. The Company has
policies regarding the financial stability and credit standing of major
counterparties. Nonperformance by the counterparties is not anticipated nor
would it have a material adverse effect on the Company's financial position or
results of operations.

9. INCOME TAXES:

At December 31, 1997, the Company had net operating loss carryforwards of
$9,594, which if not used to reduce taxable income in future periods, expire in
the years 2010 through 2012. As of December 31, 1997, the Company's deferred
income tax assets were offset by valuation allowances and deferred income tax
liabilities resulting primarily from differences in accounting for depreciation
and amortization.

10. RELATED-PARTY TRANSACTIONS:

Charter provides management services to the Company including centralized
customer billing services, data processing and related support, benefits
administration and coordination of insurance coverage and self-insurance
programs for medical, dental and workers' compensation claims. Certain costs for
services are billed and charged directly to the Company's operating subsidiaries
and are included in operating costs. These billings are determined based on the
number of basic customers. Such costs totaled $437, $220 and $131, respectively
for the period from January 1, 1998, through December 23, 1998, and the years
ended December 31, 1997 and 1996. All other costs incurred by Charter on behalf
of the Company are expensed in the accompanying financial statements and are
included in corporate expense allocations -- related

F-39
<PAGE> 285
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

party. The cost of these services is allocated based on the number of basic
customers. Management considers these allocations to be reasonable for the
operations of the Company.

Charter utilizes a combination of excess insurance coverage and
self-insurance programs for its medical, dental and workers' compensation
claims. Charges are made to the Company as determined by independent actuaries,
at the present value of the actuarially computed present and future liabilities
for such benefits. Medical coverage provides for $2,435 aggregate stop loss
protection and a loss limitation of $100 per person per year. Workers'
compensation coverage provides for $800 aggregate stop loss protection and a
loss limitation of $150 per person per year.

The Company is charged a management fee based on percentages of revenues as
stipulated in the management agreement between Charter and the Company. For the
period from January 1, 1998, through December 23, 1998, and the years ended
December 31, 1997 and 1996, the management fee charged to the Company
approximated the corporate expenses incurred by Charter on behalf of the
Company. Management fees currently payable of $114 are included in payables to
manager of cable television systems -- related party as of December 31, 1997.

11. COMMITMENTS AND CONTINGENCIES:

LEASES

The Company leases certain facilities and equipment under noncancelable
operating leases. Leases and rental costs charged to expense for the period from
January 1, 1998, through December 23, 1998, and for the years ended December 31,
1997 and 1996, were $278, $130 and $91, respectively.

The Company also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Company anticipates that such
rentals will recur. Rent expense incurred for pole rental attachments for the
period from January 1, 1998, through December 23, 1998, and for the years ended
December 31, 1997 and 1996, was $421, $271 and $174, respectively.

LITIGATION

REGULATION IN THE CABLE TELEVISION INDUSTRY

F-40
<PAGE> 286
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company believes that it has complied in all material respects with the
provisions of the 1992 Cable Act, including the rate setting provisions
promulgated by the FCC. However, in jurisdictions that have chosen not to
certify, refunds covering the previous twelve-month period may be ordered upon
certification if the Company is unable to justify its basic rates. The Company
is unable to estimate at this time the amount of refunds, if any, that may be
payable by the Company in the event certain of its rates are successfully
challenged by franchising authorities or found to be unreasonable by the FCC.
The Company does not believe that the amount of any such refunds would have a
material adverse effect on the financial position or results of operations of
the Company.

12. EMPLOYEE BENEFIT PLAN:

401(k) PLAN

The Company's employees may participate in the Charter Communications, Inc.
401(k) Plan (the "401(k) Plan"). Employees that qualify for participation can
contribute up to 15% of their salary, on a before tax basis, subject to a
maximum contribution limit as determined by the Internal Revenue Service. The
Company contributes an amount equal to 50% of the first 5% of contributions by
each employee. The Company contributed $74, $29 and $22 for the period from
January 1, 1998, through December 23, 1998, and for the years ended December 31,
1997 and 1996, respectively.

F-41
<PAGE> 287
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

APPRECIATION RIGHTS PLAN

Certain employees of Charter participate in the 1995 Charter
Communications, Inc. Appreciation Rights Plan (the "Plan"). The Plan permits
Charter to grant 1,500,000 units to certain key employees, of which 1,251,500
were outstanding at December 31, 1997. Units received by an employee vest at a
rate of 20% per year, unless otherwise provided in the participant's
Appreciation Rights Unit Agreement. The appreciation rights entitle the
participants to receive payment, upon termination or change in control of
Charter, of the excess of the unit value over the base value (defined as the
appreciation value) for each vested unit. The unit value is based on Charter's
adjusted equity, as defined in the Plan. Deferred compensation expense recorded
by Charter is based on the appreciation value since the grant date and is being
amortized over the vesting period.

As a result of the acquisition of Charter by Paul G. Allen, the Plan was
terminated, all outstanding units became 100% vested and all amounts were paid
by Charter in 1999. The cost of this plan was allocated to the Company based on
the number of basic customers. Management considers this allocation to be
reasonable for the operations of the Company. For the period January 1, 1998,
through December 23, 1998, the Company expensed $3,800, included in corporate
expense allocation, for the cost of this plan.

13. PARENT COMPANY ONLY FINANCIAL STATEMENTS

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC (PARENT COMPANY ONLY)

BALANCE SHEET
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
1997
------------
<S> <C>
LIABILITIES
INVESTMENT IN CHARTER HOLDINGS.............................. $(1,975)
=======
SHAREHOLDER'S INVESTMENT
Common Stock................................................ $ --
Paid-in-capital............................................. 5,900
Accumulated deficit......................................... (7,875)
-------
$(1,975)
=======
</TABLE>

F-42
<PAGE> 288
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC (PARENT COMPANY ONLY)

STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM YEAR ENDED
JANUARY 1, 1998 DECEMBER 31
THROUGH ------------------
DECEMBER 23, 1998 1997 1996
----------------- ------- -------
<S> <C> <C> <C>
EQUITY IN LOSS OF CHARTER HOLDINGS.................. $(17,222) $(4,623) $(2,723)
-------- ------- -------
Net loss.......................................... $(17,222) $(4,623) $(2,723)
======== ======= =======
</TABLE>

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC (PARENT COMPANY ONLY)

STATEMENT OF SHAREHOLDER'S INVESTMENT
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
------ ------- ----------- --------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995................... $-- $ 1,500 $ (529) $ 971
Capital Contribution....................... -- 4,400 -- 4,400
Net loss -- -- (2,723) (2,723)
-- ------- -------- --------
BALANCE, December 31, 1996................... -- 5,900 (3,252) 2,648
Net loss................................... -- -- (4,623) (4,623)
-- ------- -------- --------
BALANCE, December 31, 1997................... -- 5,900 (7,875) (1,975)
Capital Contribution....................... -- 10,800 -- 10,800
Net loss................................... -- -- (17,222) (17,222)
-- ------- -------- --------
BALANCE, December 23, 1998................... $-- $16,700 $(25,097) $ (8,397)
== ======= ======== ========
</TABLE>

The investment in Charter Holdings is accounted for on the equity method.
No statement of cash flows has been presented as CCHC (parent company only) had
no cash flow activity.

14. ACCOUNTING STANDARD NOT YET IMPLEMENTED:

F-43
<PAGE> 289

INDEPENDENT AUDITORS' REPORT

The Members
Marcus Cable Holdings, LLC:

We have audited the accompanying consolidated balance sheets of Marcus
Cable Holdings, LLC and subsidiaries as of December 31, 1998 and 1997 and the
related consolidated statements of operations, members' equity/partners' capital
and cash flows for each of the years in the three-year period ended December 31,
1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Marcus Cable
Holdings, LLC and subsidiaries as of December 31, 1998 and 1997, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ KPMG LLP

Dallas, Texas
February 19, 1999
(except for the fourth and seventh paragraphs of Note 1
which are as of August 25, 1999 and April 7, 1999, respectively)

F-44
<PAGE> 290

MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1998 1997
---- ----
<S> <C> <C>
ASSETS
- ------------------------------------------------------------------------
Current assets:
Cash and cash equivalents................................. $ 813 $ 1,607
Accounts receivable, net of allowance of $1,800 in 1998
and $1,904 in 1997..................................... 16,055 23,935
Prepaid expenses and other................................ 6,094 2,105
---------- ----------
Total current assets.............................. 22,962 27,647
Investment in cable television systems:
Property, plant and equipment............................. 741,021 706,626
Franchises................................................ 783,742 945,125
Noncompetition agreements................................. 4,425 6,770
Other assets................................................ 52,928 64,300
---------- ----------
$1,605,078 $1,750,468
========== ==========
LIABILITIES AND MEMBERS' EQUITY/PARTNERS' CAPITAL
- ------------------------------------------------------------------------
Current liabilities:
Current maturities of long-term debt...................... $ 77,500 $ 67,499
Accrued liabilities....................................... 66,985 68,754
---------- ----------
Total current liabilities......................... 144,485 136,253
Long-term debt.............................................. 1,354,919 1,531,927
Other long-term liabilities................................. 1,390 2,261
Members' equity/partners' capital........................... 104,284 80,027
---------- ----------
$1,605,078 $1,750,468
========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.
F-45
<PAGE> 291

MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Revenues:
Cable services................................... $ 499,265 $ 473,701 $ 432,172
Management fees -- related party................. 555 5,614 2,335
--------- --------- ---------
Total revenues........................... 499,820 479,315 434,507
--------- --------- ---------
Operating expenses:
Selling, service and system management........... 193,725 176,515 157,197
General and
administrative................................ 77,913 72,351 73,017
Transaction and severance costs.................. 135,379 -- --
Management fees -- related party................. 3,341 -- --
Depreciation and amortization.................... 215,789 188,471 166,429
--------- --------- ---------
Total operating expenses................. 626,147 437,337 396,643
--------- --------- ---------
Operating income (loss).................. (126,327) 41,978 37,864
--------- --------- ---------
Other (income) expense:
Interest expense................................. 159,985 151,207 144,376
Gain on sale of assets........................... (201,278) -- (6,442)
--------- --------- ---------
Total other (income) expense............. (41,293) 151,207 137,934
--------- --------- ---------
Loss before extraordinary
item................................... (85,034) (109,229) (100,070)
Extraordinary item -- loss on early retirement of
debt............................................. (9,059) -- --
--------- --------- ---------
Net loss................................. $ (94,093) $(109,229) $(100,070)
========= ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-46
<PAGE> 292

MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY/PARTNERS' CAPITAL
(IN THOUSANDS)

<TABLE>
<CAPTION>
MARCUS
CLASS B CABLE
GENERAL LIMITED PROPERTIES, VULCAN
PARTNERS PARTNERS L.L.C. CABLE, INC. TOTAL
-------- -------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995..... $(21,396) $ 310,722 -- -- $ 289,326
Net loss....................... (200) (99,870) -- -- (100,070)
-------- --------- -------- -------- ---------
Balance at December 31, 1996..... (21,596) 210,852 -- -- 189,256
Net loss....................... (218) (109,011) -- -- (109,229)
-------- --------- -------- -------- ---------
Balance at December 31, 1997..... (21,814) 101,841 -- -- 80,027
Net loss -- January 1, 1998 to
April 22, 1998.............. (224) (111,838) -- -- (112,062)
Capital contributions.......... -- -- -- 118,350 118,350
Reorganization of limited
partnership to limited
liability company........... 22,038 9,997 (22,038) (9,997) --
Net income -- April 23, 1998 to
December 31, 1998........... -- -- 683 17,286 17,969
-------- --------- -------- -------- ---------
Balance at December 31, 1998..... $ -- $ -- $(21,355) $125,639 $ 104,284
======== ========= ======== ======== =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-47
<PAGE> 293

MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $ (94,093) $(109,229) $(100,070)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Extraordinary item -- loss on early retirement of
debt................................................... 9,059 -- --
Gain on sale of assets.................................. (201,278) -- (6,442)
Depreciation and amortization........................... 215,789 188,471 166,429
Non cash interest expense............................... 82,416 72,657 63,278
Changes in assets and liabilities, net of working
capital adjustments for acquisitions:
Accounts receivable, net.............................. 7,880 (6,439) (70)
Prepaid expenses and other............................ (4,017) 95 (574)
Other assets.......................................... 413 (385) (502)
Accrued liabilities................................... (1,769) 9,132 (3,063)
--------- --------- ---------
Net cash provided by operating activities:......... 14,400 154,302 118,986
--------- --------- ---------
Cash flows from investing activities:
Acquisition of cable systems.............................. (57,500) (53,812) (10,272)
Proceeds from sale of assets, net of cash acquired and
selling costs........................................... 401,432 -- 20,638
Additions to property, plant and equipment................ (224,723) (197,275) (110,639)
Other..................................................... (689) -- --
--------- --------- ---------
Net cash provided by (used in) investing
activities:...................................... 118,520 (251,087) (100,273)
--------- --------- ---------
Cash flows from financing activities:
Borrowings under Senior Credit Facility................... 217,750 226,000 65,000
Repayments under Senior Credit Facility................... (359,500) (131,250) (95,000)
Repayments of notes and debentures........................ (109,344) -- --
Payment of debt issuance costs............................ (99) (1,725) --
Cash contributed by member................................ 118,350 -- --
Payments on other long-term liabilities................... (871) (667) (88)
--------- --------- ---------
Net cash provided by (used in) financing
activities....................................... (133,714) 92,358 (30,088)
--------- --------- ---------
Net decrease in cash and cash equivalents................... (794) (4,427) (11,375)
Cash and cash equivalents at the beginning of the period.... 1,607 6,034 17,409
--------- --------- ---------
Cash and cash equivalents at the end of the period.......... $ 813 $ 1,607 $ 6,034
========= ========= =========
Supplemental disclosure of cash flow information:
Interest paid............................................. $ 81,765 $ 81,155 $ 83,473
========= ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-48
<PAGE> 294

MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

(1) ORGANIZATION AND BASIS OF PRESENTATION

Marcus Cable Holdings, LLC ("MCHLLC"), a Delaware limited liability
company, was formed in February 1999 as parent of Marcus Cable Company, L.L.C.
("MCCLLC"), formerly Marcus Cable Company, L.P. ("MCCLP"). MCCLP was formed as a
Delaware limited partnership and was converted to a Delaware limited liability
company on June 9, 1998 (See Note 3). MCHLLC and its subsidiaries (collectively,
the "Company") derive their primary source of revenues by providing various
levels of cable television programming and services to residential and business
customers. The Company's operations are conducted through Marcus Cable Operating
Company, L.L.C. ("MCOC"), a wholly-owned subsidiary of the Company. The Company
operates its cable television systems primarily in Texas, Wisconsin, Indiana,
California and Alabama.

The accompanying consolidated financial statements include the accounts of
MCHLLC, which is the predecessor of MCCLLC, and its subsidiary limited liability
companies and corporations. All significant intercompany accounts and
transactions have been eliminated in consolidation.

On April 23, 1998, Vulcan Cable, Inc. and Paul G. Allen (collectively
referred to as "Vulcan") acquired all of the outstanding limited partnership
interests and substantially all of the general partner interest in MCCLP for
cash payments of $1,392,000 ("the Vulcan Acquisition"). Under the terms of the
purchase agreement, the owner of the remaining 0.6% general partner interest in
the Company (the "Minority Interest"), which represents 100% of the voting
control of the Company, could cause Vulcan to purchase the 0.6% general partner
interest under certain conditions, or Vulcan could cause the Minority Interest
to sell its interest to Vulcan under certain conditions, at a fair value of not
less than $8,000.

The accompanying consolidated financial statements do not reflect the
application of purchase accounting for the Vulcan Acquisition because the
Securities and Exchange Commission staff challenged such accounting treatment
since, as of December 31, 1998, Vulcan had not acquired voting control of the
Company. On March 31, 1999, Vulcan acquired voting control of the Company by its
acquisition of the Minority Interest for cash consideration.

In connection with the Vulcan Acquisition, the Company incurred transaction
costs of approximately $119,345, comprised primarily of $90,200 of compensation
paid to employees of the Company by Vulcan in settlement of specially designated
Class B units in MCCLP ("EUnit") granted in past periods by the general partner
of MCCLP, $24,000 of transaction fees paid to certain equity partners for
investment banking services and $5,200 of expenses for professional fees. These
transaction costs have been included in the accompanying consolidated statement
of operations for the year ended December 31, 1998.

Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter Communications, Inc. ("Charter").
Beginning in October 1998, Charter managed the operations of the Company.

In March 1999, Charter transferred all of its cable television operating
subsidiaries to a subsidiary, Charter Communications Holdings, LLC (Charter
Holdings) in connection with the issuance of Senior Notes and Senior Discount
Notes totaling $3.6 billion. These operating subsidiaries were then transferred
to Charter Communications Operating, LLC ("Charter Operating"). On April 7,
1999, the cable operations of the Company were transferred to Charter Operating
subsequent to the purchase by Paul G. Allen of the Minority Interest.

As a result of the Vulcan Acquisition, the Company recognized severance and
stay-on bonus compensation of $16,034, which is included in Transaction and
Severance Costs in the

F-49
<PAGE> 295
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

accompanying statement of operations for the year ended December 31, 1998. As of
December 31, 1998, 35 employees and officers of the Company had been terminated
and $13,634 had been paid under severance and bonus arrangements. By March 31,
1999, an additional 50 employees will be terminated. The remaining balance of
$2,400 is to be paid by April 30, 1999 and an additional $400 in stay-on bonuses
will be recorded as compensation in 1999 as the related services are provided.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) CASH EQUIVALENTS

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1998
and 1997, cash equivalents consist of certificates of deposit and money market
funds. These investments are carried at cost which approximates market value.

(b) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable television
transmission and distribution facilities, and the cost of new customer
installation. The costs of disconnecting a customer are charged to expense in
the period incurred. Expenditures for maintenance and repairs are charged to
expense as incurred and equipment replacements and betterments are capitalized.

Depreciation is provided by the straight-line method over the estimated
useful lives of the related assets as follows:

<TABLE>
<S> <C>
Cable distribution systems...................... 3-10 years
Buildings and leasehold improvements............ 5-15 years
Vehicles and equipment.......................... 3-5 years
</TABLE>

Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the estimated lives of the franchises. Costs relating to
unsuccessful franchise applications are charged to expense when it is determined
that the efforts to obtain the franchise will not be successful. Franchise
rights acquired through the purchase of cable television systems represent
management's estimate of fair value and are amortized using the straight-line
method over a period of 15 years. The period of 15 years is management's best
estimate of the useful lives of the franchises and assumes substantially all of
those franchises that expire during the period will be renewed by the Company.
Accumulated amortization was $317,335 and $264,600 at December 31, 1998 and
1997, respectively.

(d) NONCOMPETITION AGREEMENTS

Noncompetition agreements are amortized using the straight-line method over
the term of the respective agreements. Accumulated amortization was $20,267 and
$19,144 at December 31, 1998 and 1997, respectively.

(e) OTHER ASSETS

Debt issuance costs are amortized to interest expense over the term of the
related debt. Going concern value of acquired cable systems is amortized using
the straight-line method over a period up to 10 years.
F-50
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MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(f) IMPAIRMENT OF ASSETS

(g) REVENUES

Cable television revenues from basic and premium services are recognized
when the related services are provided.

Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
cable television system. As of December 31, 1998 and 1997, no installation
revenue has been deferred, as direct selling costs exceeded installation
revenue.

Management fee revenues are recognized concurrently with the recognition of
revenues by the managed cable television system, or as a specified monthly
amount as stipulated in the management agreement. Incentive management fee
revenue is recognized upon performance of specified actions as stipulated in the
management agreement.

(h) INCOME TAXES

Income taxes are the responsibility of the individual members and are not
provided for in the accompanying financial statements. The Company's subsidiary
corporations are subject to federal income tax but have had no operations and
therefore, no taxable income since inception.

(i) INTEREST RATE HEDGE AGREEMENTS

The Company manages fluctuations in interest rates by using interest rate
hedge agreements, as required by certain of its debt agreements. Interest rate
swaps and caps are accounted for as hedges of debt obligations, and accordingly,
the net settlement amounts are recorded as adjustments to interest expense in
the period incurred.

The Company's interest rate swap agreements require the Company to pay a
fixed rate and receive a floating rate thereby creating thereby creating fixed
rate debt. Interest rate caps are entered into by the Company to reduce the
impact of rising interest rates on floating rate debt.

(j) USE OF ESTIMATES

F-51
<PAGE> 297
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(k) ACCOUNTING STANDARD NOT IMPLEMENTED

In June 1998, the Financial Accounting Standards Boards adopted Statement
of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Financial Instruments and Hedging Activities. SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value and that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. SFAS No. 133, as amended by SFAS No.
137, is effective for fiscal years beginning after June 15, 2000. The Company
has not yet quantified the impacts of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or method of its adoption
of SFAS No. 133. However, SFAS No. 133 could increase volatility of earnings
(loss).

(3) CAPITAL STRUCTURE

PARTNERS' CAPITAL

(a) CLASSES OF PARTNERSHIP INTERESTS

The MCCLP partnership agreement (the "Partnership Agreement") provided for
Class B Units and Convertible Preference Units. Class B Units consisted of
General Partner Units ("GP Units") and Limited Partner Units ("LP Units"). To
the extent that GP Units had the right to vote, GP Units voted as Class B Units
together with Class B LP Units. Voting rights of Class B LP Units were limited
to items specified under the Partnership Agreement. Prior to the dissolution of
the Partnership on June 9, 1998, there were 18,848.19 GP Units and 294,937.67
Class B LP Units outstanding.

The Partnership Agreement also provided for the issuance of a class of
Convertible Preference Units. These units were entitled to a general
distribution preference over the Class B LP Units and were convertible into
Class B LP Units. The Convertible Preference Units could vote together with
Class B Units as a single class, and the voting percentage of each Convertible
Preference Unit, at a given time, was based on the number of Class B LP Units
into which such Convertible Preference Unit is then convertible. MCCLP had
issued 7,500 Convertible Preference Units with a distribution preference and
conversion price of two thousand dollars per unit.

The Partnership Agreement permitted the General Partner, at its sole
discretion, to issue up to 31,517 Employee Units (classified as Class B Units)
to key individuals providing services to the Company. Employee Units were not
entitled to distributions until such time as all units have received certain
distributions as calculated under provisions of the Partnership Agreement
("subordinated thresholds"). At December 31, 1997 28,033.20 Employee Units were
outstanding with a subordinated threshold ranging from $1,600 to $1,750 per unit
(per unit amounts in whole numbers). In connection with the Vulcan Acquisition,
the amount paid to EUnit holders of $90,200 was recognized as Transaction and
Severance Costs in the year ended December 31, 1998.

F-52
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MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(b) ALLOCATION OF INCOME AND LOSS TO PARTNERS

MCCLP incurred losses from inception. Losses were allocated as follows:

(1) First, among the partners whose capital accounts exceed their
unreturned capital contributions in proportion to such excesses until each such
partner's capital account equals its unreturned capital contribution; and

(2) Next, to the holders of Class B Units in accordance with their
unreturned capital contribution percentages.

The General Partner was allocated a minimum of 0.2% to 1% of income or loss
at all times, depending on the level of capital contributions made by the
partners.

MEMBERS' EQUITY

Upon completion of the Vulcan Acquisition, Vulcan collectively owned 99.4%
of MCCLP through direct ownership of all LP Units and through 80% ownership of
Marcus Cable Properties, Inc. ("MCPI"), the general partner of Marcus Cable
Properties, L.P. ("MCPLP"), the general partner of MCCLP. The Minority Interest
owned the voting common stock, or the remaining 20% of MCPI. In July 1998,
Vulcan contributed $20,000 in cash to the Company relating to certain employee
severance arrangements.

On June 9, 1998, MCCLP was converted into a Delaware limited liability
company with two members: Vulcan Cable, Inc., with 96.2% ownership, and Marcus
Cable Properties, L.L.C. ("MCPLLC") (formerly MCPLP), with 3.8% ownership.
Vulcan Cable, Inc. owns approximately 25.6% and MCPI owns approximately 74.4% of
MCPLLC, with Vulcan's interest in MCPI unchanged. As there was no change in
ownership interests, the historical partners' capital balances at June 9, 1998
were transferred to and became the initial equity of MCCLLC, and thus the
accompanying statement of members' equity has been presented as if the
conversion of MCCLP into MCCLLC occurred on April 23, 1998, the date of the
Vulcan Acquisition (see Note 1).

As of December 31, 1998, MCCLLC has 100 issued and outstanding membership
units. Income and losses of MCCLLC are allocated to the members in accordance
with their ownership interests. Members are not personally liable for
obligations of MCCLLC.

(4) ACQUISITIONS AND DISPOSITIONS

In 1998, the Company acquired cable television systems in the Birmingham,
Alabama area for a purchase price of $57,500. The excess of the cost of
properties acquired over the amounts assigned to net tangible assets and
noncompetition agreements as of the date of acquisition was approximately
$44,603 and is included in franchises.

Additionally, in 1998, the Company completed the sale of certain cable
television systems for an aggregate net sales price of $401,432, resulting in a
total gain of $201,278.

In 1997, the Company acquired cable television systems in the Dallas-Ft.
Worth, Texas area for a purchase price of $35,263. The excess of the cost of
properties acquired over the amounts assigned to net tangible assets as of the
date of acquisition was $15,098 and is included in franchises.

Additionally, in July 1997, the Company completed an exchange of cable
television systems in Indiana and Wisconsin. According to the terms of the trade
agreement, in addition to the contribution of its systems, the Company paid
$18,549.
F-53
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MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In 1996, the Company acquired cable television systems in three separate
transactions for an aggregate purchase price of $10,272. The excess of the cost
of properties acquired over the amounts assigned to net tangible assets as of
the date of acquisition was $4,861 and is included in franchises.

Additionally, in 1996, the Company completed the sale of cable television
systems in Washington, D.C. for a sale price of $20,638. The sale resulted in a
gain of $6,442.

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 accompanying consolidated financial statements from the
dates of acquisition. The purchase prices were allocated to tangible and
intangible assets based on estimated fair market values at the dates of
acquisition. The cable system trade discussed above was accounted for as a
nonmonetary exchange and, accordingly, the additional cash contribution was
allocated to tangible and intangible assets based on recorded amounts of the
nonmonetary assets relinquished.

Unaudited pro forma operating results as though 1998 and 1997 acquisitions
and divestitures discussed above had occurred on January 1, 1997, with
adjustments to give effect to amortization of franchises, interest expense and
certain other adjustments are as follows for the years ended December 31, 1998
and 1997:

<TABLE>
<CAPTION>
1998 1997
---- ----
(UNAUDITED)
<S> <C> <C>
Revenues........................................... $ 457,929 $ 421,665
Operating income (loss)............................ (148,472) 9,064
Net loss........................................... (150,841) (142,143)
</TABLE>

(5) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following at December 31:

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cable distribution systems........................ 996,804 $ 878,721
Vehicles and other................................ 40,243 37,943
Land and buildings................................ 18,861 17,271
---------- ---------
1,055,908 933,935
Accumulated depreciation.......................... (314,887) (227,309)
---------- ---------
$ 741,021 $ 706,626
========== =========
</TABLE>

Depreciation expense for the years ended December 31, 1998, 1997 and 1996
was $129,663, $96,220, and $72,281, respectively.

(6) OTHER ASSETS

Other assets consist of the following at December 31, 1998 and 1997:

<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Debt issuance costs.................................... $41,079 $45,225
Going concern value.................................... 37,274 37,274
Other.................................................. 677 1,090
------- -------
79,030 83,589
Accumulated amortization............................... (26,102) (19,289)
------- -------
$52,928 $64,300
======= =======
</TABLE>

F-54
<PAGE> 300
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(7) ACCRUED LIABILITIES

Accrued liabilities consist of the following at December 31, 1998 and 1997:

<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Accrued operating liabilities.......................... $26,334 $27,923
Accrued programming costs.............................. 9,539 9,704
Accrued franchise fees................................. 8,907 10,131
Accrued property taxes................................. 4,586 5,125
Accrued interest....................................... 3,752 7,949
Other accrued liabilities.............................. 13,867 7,922
------- -------
$66,985 $68,754
======= =======
</TABLE>

(8) LONG-TERM DEBT

The Company has outstanding the following borrowings on long-term debt
arrangements at December 31, 1998 and 1997:

<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Senior Credit Facility............................ $ 808,000 $ 949,750
13 1/2% Senior Subordinated Discount Notes........ 383,236 336,304
14 1/4% Senior Discount Notes..................... 241,183 213,372
11 7/8% Senior Debentures......................... -- 100,000
---------- ----------
1,432,419 1,599,426
Less current maturities........................... 77,500 67,499
---------- ----------
$1,354,919 $1,531,927
========== ==========
</TABLE>

The Company, through MCOC, maintains a senior credit facility ("Senior
Credit Facility"), which provides for two term loan facilities, one with a
principal amount of $490,000 that matures on December 31, 2002 ("Tranche A") and
the other with a principal amount of $300,000 million that matures on April 30,
2004 ("Tranche B"). The Senior Credit Facility provides for scheduled
amortization of the two term loan facilities which began in September 1997. The
Senior Credit Facility also provides for a $360,000 revolving credit facility
("Revolving Credit Facility"), with a maturity date of December 31, 2002.
Amounts outstanding under the Senior Credit Facility bear interest at either
the: i) Eurodollar rate, ii) prime rate, or iii) CD base rate or Federal Funds
rate, plus a margin of up to 2.25%, which is subject to certain quarterly
adjustments based on the ratio of MCOC's total debt to annualized operating cash
flow, as defined. The variable interest rates ranged from 6.23% to 7.75% and
5.97% to 8.00% at December 23, 1998, and December 31, 1997, respectively. A
quarterly commitment fee ranging from 0.250% to 0.375% per annum is payable on
the unused commitment under the Senior Credit Facility.

On October 16, 1998, the Company entered into an agreement to amend its
Senior Credit Facility. The amendment provides for, among other items, a
reduction in the permitted leverage and cash flow ratios, a reduction in the
interest rate charge under the Senior Credit Facility and a change in the
restriction related to the use of cash proceeds from asset sales to allow such
proceeds to be used to redeem the 11 7/8% Senior Debentures.

In 1995, the Company issued $299,228 of 14 1/4% Senior Discount Notes due
December 15, 2005 (the "14 1/4% Notes") for net proceeds of $150,003. The
14 1/4% Notes are unsecured and rank pari passu to the 11 7/8% Debentures
(defined below). The 14 1/4% Notes are redeemable at the option of MCHLLC at
amounts decreasing from 107% to 100% of par beginning on June 15, 2000. No
interest is payable until December 15, 2000. Thereafter interest is payable
semi-

F-55
<PAGE> 301
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

annually until maturity. The discount on the 14 1/4% Notes is being accreted
using the effective interest method. The unamortized discount was $85,856 at
December 31, 1997.

In 1994, the Company, through MCOC, issued $413,461 face amount of 13 1/2%
Senior Subordinated Discount Notes due August 1, 2004 (the "13 1/2% Notes") for
net proceeds of $215,000. The 13 1/2% Notes are unsecured, are guaranteed by
MCHLLC and are redeemable, at the option of MCOC, at amounts decreasing from
105% to 100% of par beginning on August 1, 1999. No interest is payable on the
13 1/2% Notes until February 1, 2000. Thereafter, interest is payable
semi-annually until maturity. The discount on the 13 1/2% Notes is being
accreted using the effective interest method. The unamortized discount was
$77,157 at December 31, 1997.

In 1993, the Company issued $100,000 principal amount of 11 7/8% Senior
Debentures due October 1, 2005 (the "11 7/8% Debentures"). The 11 7/8%
Debentures were unsecured and were redeemable at the option of the Company on or
after October 1, 1998 at amounts decreasing from 105.9% to 100% of par at
October 1, 2002, plus accrued interest, to the date of redemption. Interest on
the 11 7/8% Debentures was payable semi-annually each April 1 and October 1
until maturity.

On July 1, 1998, $4,500 face amount of the 14 1/4% Notes and $500 face
amount of the 11 7/8% Notes were tendered for gross tender payments of $3,472
and $520 respectively. The payments resulted in a gain on the retirement of the
debt of $753. On December 11, 1998, the 11 7/8% Notes were redeemed for a gross
payment of $107,668, including accrued interest. The redemption resulted in a
loss on the retirement of the debt of $9,059.

The 14 1/4% Notes, 13 1/2% Notes, 11 7/8% Debentures and Senior Credit
Facility are all unsecured and require the Company and/or its subsidiaries to
comply with various financial and other covenants, including the maintenance of
certain operating and financial ratios. These debt instruments also contain
substantial limitations on, or prohibitions of, distributions, additional
indebtedness, liens, asset sales and certain other items.

(9) FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying and fair values of the Company's significant financial
instruments as of December 31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
1998 1997
------------------- -------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Senior Credit Facility......................... $808,000 $808,000 $949,750 $949,750
13 1/2% Notes.................................. 383,236 418,629 336,304 381,418
14 1/4% Notes.................................. 241,183 279,992 213,372 258,084
11 7/8% Debentures............................. -- -- 100,000 108,500
</TABLE>

The carrying amount of the Senior Credit Facility approximates fair value
as the outstanding borrowings bear interest at market rates. The fair values of
the 14 1/4% Notes, 13 1/2% Notes, and 11 7/8% Debentures, are based on quoted
market prices. The Company had interest rate swap agreements covering a notional
amount of $500,000 at December 31, 1998 and 1997. The fair value of such swap
agreements was ($5,761) at December 31, 1998.

The weighted average interest pay rate for the interest rate swap
agreements was 5.7% at December 31, 1998, and 1997. Certain of these agreements
allow for optional extension by the counterparty or for automatic extension in
the event that one month LIBOR exceeds a stipulated rate on any monthly reset
date. Approximately $100,000 notional amount included in the $500,000

F-56
<PAGE> 302
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

notional amount described above is also modified by an interest rate cap
agreement which resets monthly.

The notional amounts of the interest rate hedge agreements do not represent
amounts exchanged by the parties and, thus, are not a measure of the Company's
exposure through its use of interest rate hedge agreements. The amounts
exchanged are determined by reference to the notional amount and the other terms
of the contracts.

The fair values of the interest rate hedge agreements generally reflect the
estimated amounts that the Company would receive or (pay) (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking into
account the current unrealized gains or losses of open contracts. Dealer
quotations are available for the Company's interest rate hedge agreements.

Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. In addition, some
of the interest rate hedge agreements are with certain of the participating
banks under the Company's Senior Credit Facility thereby reducing the exposure
to credit loss. The Company has policies regarding the financial stability and
credit standing of the major counterparties. Nonperformance by the
counterparties is not anticipated nor would it have a material adverse effect on
the Company's consolidated financial position or results of operations.

(10) RELATED PARTY TRANSACTIONS

The Company and Charter entered into a management agreement on October 6,
1998 whereby Charter began to manage the day-to-day operations of the Company.
In consideration for the management consulting services provided by Charter,
Marcus pays Charter an annual fee equal to 3% of the gross revenues of the cable
system operations, plus expenses. From October 6, 1998 to December 31, 1998,
management fees under this agreement were $3,341.

Prior to the consummation of the Vulcan Acquisition, affiliates of Goldman
Sachs owned limited partnership interests in MCCLP. Maryland Cable Partners,
L.P. ("Maryland Cable"), which was controlled by an affiliate of Goldman Sachs,
owned the Maryland Cable systems. MCOC managed the Maryland Cable systems under
the Maryland Cable Agreement. Pursuant to such agreement, MCOC earned a
management fee equal to 4.7% of the revenues of Maryland Cable.

Effective January 31, 1997, Maryland Cable was sold to a third party.
Pursuant to the Maryland Cable Agreement, MCOC recognized incentive management
fees of $5,069 during the twelve months ended December 31, 1997 in conjunction
with the sale. Although MCOC is no longer involved in the active management of
the Maryland Cable systems, MCOC has entered into an agreement with Maryland
Cable to oversee the activities, if any, of Maryland Cable through the
liquidation of the partnership. Pursuant to such agreement, MCOC earns a nominal
monthly fee. During the year ended December 31, 1998, MCOC earned total
management fees of $555. Including the incentive management fees noted above,
during the years ended December 31, 1997 and 1996, MCOC earned total management
fees of $5,614 and $2,335, respectively.

(11) EMPLOYEE BENEFIT PLAN

The Company sponsors a 401(k) plan for its employees whereby employees that
qualify for participation under the plan can contribute up to 15% of their
salary, on a before tax basis, subject to a maximum contribution limit as
determined by the Internal Revenue Service. The Company matches participant
contributions up to a maximum of 2% of a participant's salary. For

F-57
<PAGE> 303
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the years ended December 31, 1998, 1997 and 1996, the Company made contributions
to the plan of $765, $761 and $480, respectively.

(12) COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases certain facilities and equipment under noncancelable
operating leases. Lease and rental costs charged to expense for the years ended
December 31, 1998, 1997 and 1996 were $3,394, $3,230, and $2,767, respectively.
The Company also rents utility poles in its operations. Generally, pole rentals
are cancelable on short notice, but the Company anticipates that such rentals
will recur. Rent expense for pole attachments for the years ended December 31,
1998, 1997 and 1996 were $4,081, $4,314, and $4,008, respectively.

REGULATION IN THE CABLE TELEVISION INDUSTRY

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. As of December 23,
1998, the amount returned by the Company has been insignificant. The Company may
be required to refund additional amounts in the future.

F-58
<PAGE> 304
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

LITIGATION

In Alabama, Indiana, Texas and Wisconsin, customers have filed punitive
class action lawsuits on behalf of all person residing in those respective
states who are or were potential customers of the Company's cable television
service, and who have been charged a processing fee for delinquent payment of
their cable bill. The actions challenge the legality of the processing fee and
seek declaratory judgment, injunctive relief and unspecified damages. In Alabama
and Wisconsin, the Company has entered into joint speculation and case
management orders with attorneys for plaintiffs. A Motion to Dismiss is pending
in Indiana. The Company intends to vigorously defend the actions. At this stage
of the actions, the Company is not able to project the expenses of defending the
actions or the potential outcome of the actions, including the impact on the
consolidated financial position or results of operations.

The Company is also party to lawsuits which are generally incidental to its
business. In the opinion of management, after consulting with legal counsel, the
outcome of these lawsuits will not have a material adverse effect on the
Company's consolidated financial position or results of operations.

(13) SUBSEQUENT EVENT (UNAUDITED)

In March 1999, concurrent with the issuance of Senior Notes and Senior
Discount Notes, the combined company (Charter and the Company, see note 1)
extinguished all long-term debt, excluding borrowings of Charter and the Company
under their respective credit agreements, and refinanced all existing credit
agreements at various subsidiaries of the Company and Charter with a new credit
agreement entered into by a wholly owned subsidiary of the combined company.

F-59
<PAGE> 305

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CCA Group:

We have audited the accompanying combined balance sheet of CCA Holdings
Corp., CCT Holdings Corp. and Charter Communications Long Beach, Inc.
(collectively CCA Group) and subsidiaries as of December 31, 1997, and the
related combined statements of operations, shareholders' deficit and cash flows
for the period from January 1, 1998, through December 23, 1998, and for the
years ended December 31, 1997 and 1996. These combined financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of CCA Group and
subsidiaries as of December 31, 1997, and the combined results of their
operations and their cash flows for the period from January 1, 1998, through
December 23, 1998, and for the years ended December 31, 1997 and 1996, in
conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
February 5, 1999

F-60
<PAGE> 306

CCA GROUP

COMBINED BALANCE SHEET -- DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 4,501
Accounts receivable, net of allowance for doubtful
accounts of $926....................................... 9,407
Prepaid expenses and other................................ 1,988
Deferred income tax asset................................. 5,915
----------
Total current assets.............................. 21,811
----------
RECEIVABLE FROM RELATED PARTY, including accrued interest... 13,090
----------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 352,860
Franchises, net of accumulated amortization of $132,871... 806,451
----------
1,159,311
----------
OTHER ASSETS................................................ 13,731
----------
$1,207,943
==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 25,625
Accounts payable and accrued expenses..................... 48,554
Payables to manager of cable television systems -- related
party.................................................. 1,975
----------
Total current liabilities......................... 76,154
----------
DEFERRED REVENUE............................................ 1,882
----------
DEFERRED INCOME TAXES....................................... 117,278
----------
LONG-TERM DEBT, less current maturities..................... 758,795
----------
DEFERRED MANAGEMENT FEES.................................... 4,291
----------
NOTES PAYABLE, including accrued interest................... 348,202
----------
SHAREHOLDERS' DEFICIT:
Common stock.............................................. 1
Additional paid-in capital................................ 128,499
Accumulated deficit....................................... (227,159)
----------
Total shareholders' deficit....................... (98,659)
----------
$1,207,943
==========
</TABLE>

The accompanying notes are an integral part of these combined statements.
F-61
<PAGE> 307

CCA GROUP

COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, YEAR ENDED
1998, THROUGH DECEMBER 31
DECEMBER 23, --------------------
1998 1997 1996
------------- ---- ----
<S> <C> <C> <C>
REVENUES.............................................. $ 324,432 $289,697 $233,392
--------- -------- --------
EXPENSES:
Operating costs..................................... 135,705 122,917 102,977
General and administrative.......................... 28,440 26,400 18,687
Depreciation and amortization....................... 136,689 116,080 96,547
Management fees -- related parties.................. 17,392 11,414 8,634
--------- -------- --------
318,226 276,811 226,845
--------- -------- --------
Income from operations........................... 6,206 12,886 6,547
--------- -------- --------
OTHER INCOME (EXPENSE):
Interest income..................................... 4,962 2,043 1,883
Interest expense.................................... (113,824) (108,122) (88,999)
Other, net.......................................... (294) 171 (2,504)
--------- -------- --------
(109,156) (105,908) (89,620)
--------- -------- --------
Net loss......................................... $(102,950) $(93,022) $(83,073)
========= ======== ========
</TABLE>

The accompanying notes are an integral part of these combined statements.
F-62
<PAGE> 308

CCA GROUP

COMBINED STATEMENTS OF SHAREHOLDERS' DEFICIT
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
------ ---------- ----------- -----
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995................. $ 1 $ 99,999 $ (51,064) $ 48,936
Net loss................................. -- -- (83,073) (83,073)
--- -------- --------- ---------
BALANCE, December 31, 1996................. 1 99,999 (134,137) (34,137)
Capital contributions.................... -- 28,500 -- 28,500
Net loss................................. -- -- (93,022) (93,022)
--- -------- --------- ---------
BALANCE, December 31, 1997................. 1 128,499 (227,159) (98,659)
Capital contributions.................... -- 5,684 -- 5,684
Net loss................................. -- -- (102,950) (102,950)
--- -------- --------- ---------
BALANCE, December 23, 1998................. $ 1 $134,183 $(330,109) $(195,925)
=== ======== ========= =========
</TABLE>

The accompanying notes are an integral part of these combined statements.
F-63
<PAGE> 309

CCA GROUP

COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, YEAR ENDED
1998, THROUGH DECEMBER 31
DECEMBER 23, ---------------------
1998 1997 1996
------------- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................... $(102,950) $(93,022) $ (83,073)
Adjustments to reconcile net loss to net cash
provided by operating activities --
Depreciation and amortization................... 136,689 116,080 96,547
Amortization of debt issuance costs and non cash
interest cost................................. 44,701 49,107 39,927
(Gain) loss on sale of property, plant and
equipment..................................... 511 (156) 1,257
Changes in assets and liabilities, net of
effects from acquisitions --
Accounts receivable, net...................... 4,779 222 (1,393)
Prepaid expenses and other.................... 243 (175) 216
Accounts payable and accrued expenses......... 3,849 8,797 3,855
Payables to manager of cable television
systems, including deferred management
fees....................................... 3,485 784 448
Deferred revenue.............................. 1,336 559 (236)
Other operating activities.................... 5,583 (3,207) 1,372
--------- -------- ---------
Net cash provided by operating activities..... 98,226 78,989 58,920
--------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment......... (95,060) (82,551) (56,073)
Payments for acquisitions, net of cash acquired.... -- (147,187) (122,017)
Other investing activities......................... (2,898) (1,296) 54
--------- -------- ---------
Net cash used in investing activities........... (97,958) (231,034) (178,036)
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt....................... 300,400 162,000 127,000
Repayments of long-term debt....................... (64,120) (39,580) (13,100)
Payments of debt issuance costs.................... (8,442) (3,360) (3,126)
Repayments under notes payable..................... (230,994) -- --
Capital contributions.............................. -- 28,500 --
--------- -------- ---------
Net cash provided by (used in) financing
activities.................................... (3,156) 147,560 110,774
--------- -------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS............ (2,888) (4,485) (8,342)
CASH AND CASH EQUIVALENTS, beginning of period....... 4,501 8,986 17,328
--------- -------- ---------
CASH AND CASH EQUIVALENTS, end of period............. $ 1,613 $ 4,501 $ 8,986
========= ======== =========
CASH PAID FOR INTEREST............................... $ 179,781 $ 49,687 $ 51,434
========= ======== =========
</TABLE>

The accompanying notes are an integral part of these combined statements.
F-64
<PAGE> 310

CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BASIS OF PRESENTATION

CCA Group consists of CCA Holdings Corp. (CCA Holdings), CCT Holdings Corp.
(CCT Holdings) and Charter Communications Long Beach, Inc. (CC-LB), all Delaware
corporations (collectively referred to as "CCA Group" or the "Company") and
their subsidiaries. The combined financial statements of each of these companies
have been combined by virtue of their common ownership and management. All
material intercompany transactions and balances have been eliminated.

CCA Holdings commenced operations in January 1995 in connection with
consummation of the Crown Transaction (as defined below). The accompanying
financial statements include the accounts of CCA Holdings; its wholly-owned
subsidiary, CCA Acquisition Corp. (CAC); CAC's wholly-owned subsidiary, Cencom
Cable Entertainment, Inc. (CCE); and Charter Communications Entertainment I,
L.P. (CCE-I), which is controlled by CAC through its general partnership
interest. Through December 23, 1998, CCA Holdings was approximately 85% owned by
Kelso Investment Associates V, L.P., an investment fund, together with an
affiliate (collectively referred to as "Kelso" herein) and certain other
individuals and approximately 15% by Charter Communications, Inc. (Charter),
manager of CCE-I's cable television systems.

CCT Holdings was formed on January 6, 1995. CCT Holdings commenced
operations in September 1995 in connection with consummation of the Gaylord
Transaction (as defined below). The accompanying financial statements include
the accounts of CCT Holdings and Charter Communications Entertainment II, L.P.
(CCE-II), which is controlled by CCT Holdings through its general partnership
interest. Through December 23, 1998, CCT Holdings was owned approximately 85% by
Kelso and certain other individuals and approximately 15% by Charter, manager of
CCE-II's cable television systems.

In January 1995, CAC completed the acquisition of certain cable television
systems from Crown Media, Inc. (Crown), a subsidiary of Hallmark Cards,
Incorporated (Hallmark) (the "Crown Transaction"). On September 29, 1995, CAC
and CCT Holdings entered into an Asset Exchange Agreement whereby CAC exchanged
a 1% undivided interest in all of its assets for a 1.22% undivided interest in
certain assets to be acquired by CCT Holdings from an affiliate of Gaylord
Entertainment Company, Inc. (Gaylord). Effective September 30, 1995, CCT
Holdings acquired certain cable television systems from Gaylord (the "Gaylord
Transaction"). Upon execution of the Asset Purchase Agreement, CAC and CCT
Holdings entered into a series of agreements to contribute the assets acquired
under the Crown Transaction to CCE-I and certain assets acquired in the Gaylord
acquisition to CCE-II. Collectively, CCA Holdings and CCT Holdings own 100% of
CCE-I and CCE-II.

CC-LB was acquired by Kelso and Charter in May 1997. The accompanying
financial statements include the accounts of CC-LB and its wholly owned
subsidiary, Long Beach Acquisition Corp. (LBAC) from the date of acquisition.
Through December 23, 1998, CC-LB was owned approximately 85% by Kelso and
certain other individuals and approximately 15% by Charter, manager of LBAC's
cable television systems.

Effective December 23, 1998, Paul G. Allen acquired 94% of Charter through
a series of transactions. In conjunction with Mr. Allen's acquisition, Charter
acquired 100% of the outstanding stock of CCA Holdings, CCT Holdings and CC-LB
on December 23, 1998.

F-65
<PAGE> 311
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

In 1998, CCE-I provided cable television service to customers in
Connecticut, Illinois, Massachusetts, Missouri and New Hampshire, CCE-II
provided cable television service to customers in California and LBAC provided
cable television service to customers in Long Beach, California, and certain
surrounding areas.

CASH EQUIVALENTS

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable television
transmission and distribution facilities, and the cost of new customer
installation. The costs of disconnecting a residence are charged to expense in
the period incurred. Expenditures for repairs and maintenance are charged to
expense as incurred, and equipment replacement costs and betterments are
capitalized.

Depreciation is provided on the straight-line basis over the estimated
useful lives of the related assets as follows:

In 1997, the Company shortened the estimated useful lives of certain property,
plant and equipment for depreciation purposes. As a result, additional
depreciation of $8,123 was recorded during 1997.

FRANCHISES

OTHER ASSETS

Debt issuance costs are amortized to interest expense over the term of the
related debt. The interest rate cap costs are being amortized over the terms of
the agreement, which approximates three years.

INCOME TAXES

Income taxes are recorded in accordance with SFAS No. 109, "Accounting for
Income Taxes."

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported

F-66
<PAGE> 312
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

2. ACQUISITIONS:

In 1997, CC-LB acquired the stock of LBAC for an aggregate purchase price,
net of cash acquired, of $147,200. In connection with the completion of this
acquisition, LBAC recorded $55,900 of deferred income tax liabilities resulting
from differences between the financial reporting and tax basis of certain assets
acquired. The excess of the cost of properties acquired over the amounts
assigned to net tangible assets at the date of acquisition was $190,200 and is
included in franchises.

In 1996, the Company acquired cable television systems in three separate
transactions for an aggregate purchase price, net of cash acquired, of $122,000.
The excess of the cost of properties acquired over the amounts assigned to net
tangible assets at the dates of acquisition was $100,200 and is included in
franchises.

Unaudited pro forma operating results for the 1997 acquisitions as though
the acquisitions had been made on January 1, 1997, with pro forma adjustments to
give effect to amortization of franchises, interest expense and certain other
adjustments as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
(UNAUDITED)
-------------
<S> <C>
Revenues.................................................... $303,797
Income from operations...................................... 14,108
Net loss.................................................... (94,853)
</TABLE>

3. RECEIVABLE FROM RELATED PARTY:

In connection with the transfer of certain assets acquired in the Gaylord
Transaction to Charter Communications Properties, Inc. (CCP), Charter
Communications Properties Holding Corp. (CCP Holdings), the parent of CCP and a
wholly owned subsidiary of Charter, entered into a $9,447 promissory note with
CCT Holdings. The promissory note bears interest at the rates paid by CCT
Holdings on the Gaylord Seller Note. Principal and interest are due on September
29, 2005. Interest income has been accrued based on an average rate of interest
over the life of the Gaylord Seller Note, which approximates 15.4% and totaled
$1,899 for the period from January 1, 1998, through December 23, 1998, and
$1,806 and $1,547 for the years ended December 31, 1997 and 1996, respectively.
As of December 31, 1997, interest receivable totaled $3,643.

F-67
<PAGE> 313
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of the following at December 31,
1997:

<TABLE>
<S> <C>
Cable distribution systems.................................. $ 426,241
Land, buildings and leasehold improvements.................. 15,443
Vehicles and equipment...................................... 24,375
---------
466,059
Less -- Accumulated depreciation............................ (113,199)
---------
$ 352,860
=========
</TABLE>

Depreciation expense for the period from January 1, 1998, through December
23, 1998, and for the years ended December 31, 1997 and 1996, was $72,914,
$59,599 and $39,575, respectively.

5. OTHER ASSETS:

Other assets consists of the following at December 31, 1997:

<TABLE>
<S> <C>
Debt issuance costs......................................... $13,416
Note receivable............................................. 2,100
Other....................................................... 1,342
-------
16,858
Less -- Accumulated amortization............................ (3,127)
-------
$13,731
=======
</TABLE>

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consist of the following at December
31, 1997:

<TABLE>
<S> <C>
Accrued interest............................................ $ 8,389
Franchise fees.............................................. 6,434
Programming expenses........................................ 5,855
Accounts payable............................................ 4,734
Public education and governmental costs..................... 4,059
Salaries and related benefits............................... 3,977
Capital expenditures........................................ 3,629
Other....................................................... 11,477
-------
$48,554
=======
</TABLE>

F-68
<PAGE> 314
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

7. LONG-TERM DEBT:

Long-term debt consists of the following at December 31, 1997:

<TABLE>
<S> <C>
CCE-I:
Term loans................................................ $274,120
Fund loans................................................ 85,000
Revolving credit facility................................. 103,800
--------
462,920
--------
CCE-II:
Term loans................................................ 105,000
Revolving credit facility................................. 123,500
--------
228,500
--------
LBAC:
Term loans................................................ 85,000
Revolving credit facility................................. 8,000
--------
93,000
--------
Total debt........................................ 784,420
Less -- Current maturities.................................. (25,625)
--------
Total long-term debt.............................. $758,795
========
</TABLE>

CCE-I CREDIT AGREEMENT

CCE-I maintains a credit agreement (the "CCE-I Credit Agreement"), which
provides for a $280,000 term loan that matures on September 30, 2006, an $85,000
fund loan that matures on March 31, 2007, and a $175,000 revolving credit
facility with a maturity date of September 30, 2006. Amounts under the CCE-I
Credit Agreement bear interest at either the LIBOR Rate or Base Rate, as
defined, plus a margin of up to 2.75%. The variable interest rate ranged from
6.88% to 8.06% at December 23, 1998, and from 7.63% to 8.50% and 7.63% to 8.38%
at December 31, 1997 and 1996, respectively.

Commencing June 30, 2002, and at the end of each calendar quarter
thereafter, available borrowings under the revolving credit facility and the
term loan shall be reduced on an annual basis by 12.0% in 2002 and 15.0% in
2003. Commencing June 30, 2002, and at the end of each calendar quarter
thereafter, the available borrowings for the fund loan shall be reduced on an
annual basis by 0.75% in 2002 and 1.0% in 2003. A quarterly commitment fee of
between 0.375% and 0.5% per annum is payable on the unborrowed balance of the
revolving credit facility.

COMBINED CREDIT AGREEMENT

CCE-II and LBAC maintain a credit agreement (the "Combined Credit
Agreement") which provides for two term loan facilities, one with the principal
amount of $100,000 that matures on March 31, 2005, and the other with the
principal amount of $90,000 that matures on March 31, 2006. The Combined Credit
Agreement also provides for a $185,000 revolving credit facility, with a
maturity date of March 31, 2005. Amounts under the Combined Credit Agreement
bear interest at either the LIBOR Rate or Base Rate, as defined, plus a margin
of up to 2.5%. The variable interest rate ranged from 6.56% to 7.59% at December
23, 1998, and from 7.50% to 8.38% at December 31, 1997, respectively.

F-69
<PAGE> 315
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Commencing March 31, 2001, and at the end of each quarter thereafter,
available borrowings under the revolving credit facility and one term loan shall
be reduced on an annual basis by 5.0% in 2001, 15.0% in 2002 and 18.0% in 2003.
Commencing in December 31, 1999, and at the end of each quarter thereafter,
available borrowings under the other term loan shall be reduced on annual basis
by 0.5% in 1999, 0.8% in 2000, 1.0% in 2001, 1.0% in 2002 and 1.0% in 2003. A
quarterly commitment fee of between 0.25% and 0.375% per annum, based upon the
intercompany indebtedness of the Company, is payable on the unborrowed balance
of the revolving credit facility.

CCE CREDIT AGREEMENT

In October 1998, Charter Communications Entertainment, L.P. (CCE L.P.), a
98% direct and indirect owner of CCE-I and CCE-II and indirectly owned
subsidiary of the Company, entered into a credit agreement (the "CCE L.P. Credit
Agreement") which provides for a term loan facility with the principal amount of
$130,000 that matures on September 30, 2007. Amounts under the CCE L.P. Credit
Agreement bear interest at the LIBOR Rate or Base Rate, as defined, plus a
margin of up to 3.25%. The variable interest rate at December 23, 1998, was
8.62%.

Commencing June 30, 2002, and the end of each calendar quarter thereafter,
the available borrowings for the term loan shall be reduced on an annual basis
by 0.75% in 2002 and 1.0% in 2003.

CCE-II HOLDINGS CREDIT AGREEMENT

CCE-II Holdings, LLC (CCE-II Holdings), a wholly owned subsidiary of CCE
L.P. and the parent of CCE-II, entered into a credit agreement (the "CCE-II
Holdings Credit Agreement") in November 1998, which provides for a term loan
facility with the principal amount of $95,000 that matures on September 30,
2006. Amounts under the CCE-II Holdings Credit Agreement bear interest at either
the LIBOR Rate or Base Rate, as defined, plus a margin of up to 3.25%. The
variable rate at December 23, 1998, was 8.56%.

Commencing June 30, 2002, and at the end of each quarter thereafter,
available borrowings under the revolving credit facility and one term loan shall
be reduced on an annual basis by 0.5% in 2002 and 1.0% in 2003.

The credit agreements require the Company to comply with various financial
and nonfinancial covenants, including the maintenance of annualized operating
cash flow to fixed charge ratio, as defined, not to exceed 1.0 to 1.0. These
debt instruments also contain substantial limitations on, or prohibitions of,
distributions, additional indebtedness, liens asset sales and certain other
items.

8. NOTES PAYABLE:

Notes payable consists of the following at December 31, 1997:

<TABLE>
<S> <C>
HC Crown Note............................................... $ 82,000
Accrued interest on HC Crown Note........................... 36,919
Gaylord Seller Note......................................... 165,688
Accrued interest on Gaylord Seller Note..................... 63,595
--------
Total............................................. $348,202
========
</TABLE>

In connection with the Crown Transaction, the Company entered into an
$82,000 senior subordinated loan agreement with a subsidiary of Hallmark, HC
Crown Corp., and pursuant to

F-70
<PAGE> 316
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

such loan agreement issued a senior subordinated note (the "HC Crown Note"). The
HC Crown Note was an unsecured obligation. The HC Crown Note was limited in
aggregate principal amount to $82,000 and has a stated maturity date of December
31, 1999 (the "Stated Maturity Date"). Interest has been accrued at 13% per
annum, compounded semiannually, payable upon maturity. In October 1998, the
Crown Note and accrued interest was paid in full.

In connection with the Gaylord Transaction, CCT Holdings entered into a
$165,700 subordinated loan agreement with Gaylord (the "Gaylord Seller Note").
Interest expense has been accrued based on an average rate of interest over the
life of the Gaylord Seller Note, which approximated 15.4%.

In connection with the Gaylord Transaction, CCT Holdings, CCE L.P. and
Gaylord entered into a contingent payment agreement (the "Contingent
Agreement"). The Contingent Agreement indicates CCE L.P. will pay Gaylord 15% of
any amount distributed to CCT Holdings in excess of the total of the Gaylord
Seller Note, Crown Seller Note and $450,000. In conjunction with the Paul G.
Allen acquisition of Charter and the Company, Gaylord was paid an additional
$132,000 pursuant to the Contingent Agreement and the Gaylord Seller Note was
paid in full.

9. FAIR VALUE OF FINANCIAL INSTRUMENTS:

A summary of debt and the related interest rate hedge agreements at
December 31, 1997, is as follows:

<TABLE>
<CAPTION>
1997
--------------------------------
CARRYING NOTIONAL FAIR
VALUE AMOUNT VALUE
-------- -------- -----
<S> <C> <C> <C>
DEBT
Debt under credit agreements............................ $784,420 $ -- $784,420
HC Crown Note (including accrued interest).............. 118,919 -- 118,587
Gaylord Seller Note (including accrued interest)........ 229,283 -- 214,074
INTEREST RATE HEDGE AGREEMENTS
Swaps................................................... -- 405,000 (1,214)
Caps.................................................... -- 120,000 --
Collars................................................. -- 190,000 (437)
</TABLE>

As the long-term debt under the credit agreements bear interest at current
market rates, their carrying amount approximates fair market value at December
31, 1997. Fair value of the HC Crown Note is based upon trading activity at
December 31, 1997. Fair value of the Gaylord Seller Note is based on current
redemption value.

The weighted average interest pay rate for the Company's interest rate swap
agreements was 7.82% at December 31, 1997. The weighted average interest rate
for the Company's interest rate cap agreements was 8.49% at December 31, 1997.
The weighted average interest rates for the Company's interest rate collar
agreements were 9.04% and 7.57% for the cap and floor components, respectively,
at December 31, 1997.

F-71
<PAGE> 317
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. In addition, some
of the interest rate hedge agreements are with certain of the participating
banks under the Company's Senior Credit Facility thereby reducing the exposure
to credit loss. The Company has policies regarding the financial stability and
credit standing of major counterparties. Nonperformance by the counterparties is
not anticipated nor would it have a material adverse effect on the results of
operations or the financial position of the Company.

10. COMMON STOCK:

The Company's common stock consist of the following at December 31, 1997:

<TABLE>
<S> <C>
CCA Holdings:
Common stock -- Class A, voting, $.01 par value, 100,000
shares authorized; 75,515 shares issued and
outstanding............................................ $ 1
Common stock -- Class B, voting, $.01 par value, 20,000
shares authorized; 4,300 shares issued and
outstanding............................................ --
Common stock -- Class C, nonvoting, $.01 par value, 5,000
shares authorized; 185 shares issued and outstanding... --
---
1
---
CCT Holdings:
Common stock -- Class A, voting, $.01 par value, 20,000
shares authorized; 16,726 shares issued and
outstanding............................................ --
Common stock -- Class B, voting, $.01 par value, 4,000
shares authorized; 3,000 shares issued and
outstanding............................................ --
Common stock -- Class C, nonvoting, $.01 par value, 1,000
shares authorized; 275 shares issued and outstanding... --
---
CC-LB:
Common stock -- Class A, voting, $.01 par value, 31,000
shares authorized, 27,850 shares issued and
outstanding............................................ --
Common stock -- Class B, voting, $.01 par value, 2,000
shares authorized, 1,500 shares issued and
outstanding............................................ --
Common stock -- Class C, nonvoting, $.01 par value, 2,000
shares authorized, 650 shares issued and outstanding... --
---
Total common stock................................ $ 1
===
</TABLE>

CCA HOLDINGS

The Class A Voting Common Stock (CCA Class A Common Stock) and Class C
Nonvoting Common Stock (CCA Class C Common Stock) have certain preferential
rights upon liquidation of CCA Holdings. In the event of liquidation,
dissolution or "winding up" of CCA Holdings, holders of CCA Class A and Class C
Common Stock are entitled to a preference of $1,000 per share. After such amount
is paid, holders of Class B Voting Common Stock (CCA Class B Common Stock) are
entitled to receive $1,000 per share. Thereafter, Class A and Class C
shareholders shall ratably receive the remaining proceeds.

F-72
<PAGE> 318
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

If upon liquidation, dissolution or "winding up" the assets of CCA Holdings
are insufficient to permit payment to Class A and Class C shareholders for their
full preferential amounts, all assets of CCA Holdings shall then be distributed
ratably to Class A and Class C shareholders. Furthermore, if the proceeds from
liquidation are inadequate to pay Class B shareholders their full preferential
amounts, the proceeds are to be distributed on a pro rata basis to Class B
shareholders.

Upon the occurrence of any Conversion Event (as defined within the Amended
and Restated Certificate of Incorporation) Class C shareholders may convert any
or all of their outstanding shares into the same number of Class A shares.
Furthermore, CCA Holdings may automatically convert outstanding Class C shares
into the same number of Class A shares.

CCA Holdings is restricted from making cash dividends on its common stock
until the balance outstanding under the HC Crown Note is repaid.

Charter and Kelso entered into a Stockholders' Agreement providing for
certain restrictions on the transfer, sale or purchase of CCA Holdings' common
stock.

CCT HOLDINGS

The Class A Voting Common Stock (CCT Class A Common Stock) and Class C
Nonvoting Common Stock (CCT Class C Common Stock) have certain preferential
rights upon liquidation of CCT Holdings. In the event of liquidation,
dissolution or "winding up" of CCT Holdings, holders of CCT Class A Common Stock
and Class C Common Stock are entitled to a preference of $1,000 per share. After
such amount is paid, holders of Class B Voting Common Stock (CCT Class B Common
Stock) are entitled to receive $1,000 per share. Thereafter, Class A and Class C
shareholders shall ratably receive the remaining proceeds.

If upon liquidation, dissolution or "winding up" the assets of CCT Holdings
are insufficient to permit payment to Class A Common Stock and Class C
shareholders for their full preferential amount, all assets of the Company shall
then be distributed ratably to Class A and Class C shareholders. Furthermore, if
the proceeds from liquidation are inadequate to pay Class B shareholders their
full preferential amount, the proceeds are to be distributed on a pro rata basis
to Class B shareholders.

Upon the occurrence of any Conversion Event (as defined within the Amended
and Restated Certificate of Incorporation), Class C shareholders may convert any
or all of their outstanding shares into the same number of Class A shares.
Furthermore, CCT Holdings may automatically convert outstanding Class C shares
into the same number of Class A shares.

CCT Holdings is restricted from making cash dividends on its common stock
until the balance outstanding under the note payable to seller is repaid.

Charter and Kelso entered into a Stockholders' Agreement providing for
certain restrictions on the transfer, sale or purchase of CCT Holdings' common
stock.

CC-LB

The Class A Voting Common Stock (CC-LB Class A Common Stock) and Class C
Nonvoting Common Stock (CC-LB Class C Common Stock) have certain preferential
rights upon liquidation of CC-LB. In the event of liquidation, dissolution or
"winding up" of CC-LB, holders of CC-LB Class A Common Stock and Class C Common
Stock are entitled to a preference of $1,000 per share. After such amount is
paid, holders of Class B Voting Common Stock (CC-LB

F-73
<PAGE> 319
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Class B Common Stock) are entitled to receive $1,000 per share. Thereafter,
Class A, Class B and Class C shareholders shall ratably receive the remaining
proceeds.

If upon liquidation, dissolution or "winding up" the assets of CC-LB are
insufficient to permit payment to Class A and Class C shareholders for their
full preferential amount, all assets of the Company shall then be distributed
ratably to Class A and Class C shareholders. Furthermore, if the proceeds from
liquidation are inadequate to pay Class B shareholders their full preferential
amount, the proceeds are to be distributed on a pro rata basis to Class B
shareholders.

CC-LB Class C Common Stock may be converted into CC-LB Class A Common Stock
upon the transfer of CC-LB Class C Common Stock to a person not affiliated with
the seller. Furthermore, CC-LB may automatically convert outstanding Class C
shares into the same number of Class A shares.

11. RELATED PARTY TRANSACTIONS:

Charter provides management services to the Company under the terms of a
contract which provides for annual base fees equal to $9,277 and $9,485 for the
period from January 1, 1998, through December 23, 1998, and for the year ended
December 31, 1997, respectively, plus an additional fee equal to 30% of the
excess, if any, of operating cash flow (as defined in the management agreement)
over the projected operating cash flow. Payment of the additional fee is
deferred due to restrictions provided within the Company's credit agreements.
Deferred management fees bear interest at 8.0% per annum. The additional fees
for the periods from January 1, 1998, through December 23, 1998, and the years
ended December 31, 1997 and 1996, totaled $2,160, $1,990 and $1,255,
respectively. In addition, the Company receives financial advisory services from
an affiliate of Kelso, under terms of a contract which provides for fees equal
to $1,064 and $1,113 per annum as of January 1, 1998, through December 23, 1998,
and December 31, 1997, respectively. Management and financial advisory service
fees currently payable of $2,281 are included in payables to manager of cable
television systems -- related party at December 31, 1997.

The Company pays certain acquisition advisory fees to an affiliate of Kelso
and Charter, which typically equal approximately 1% of the total purchase price
paid for cable television systems acquired. Total acquisition fees paid to the
affiliate of Kelso for the period from January 1, 1998, through December 23,
1998, were $-0-. Total acquisition fees paid to the affiliate of Kelso in 1997
and 1996 were $-0- and $1,400, respectively. Total acquisition fees paid to
Charter for the period from January 1, 1998, through December 23, 1998, were
$-0-. Total acquisition fees paid to Charter in 1997 and 1996 were $-0- and
$1,400, respectively.

The Company and all entities managed by Charter collectively utilize a
combination of insurance coverage and self-insurance programs for medical,
dental and workers' compensation claims. Medical coverage provides for $2,435
aggregate stop loss protection and a loss limitation of $100 per person per
year. Workers' compensation coverage provides for $800 aggregate stop loss
protection and a loss limitation of $150 per person per year. Charges are
determined by independent actuaries at the present value of the actuarially
computed present and future liabilities for such benefits. The Company is
allocated its share of the charges monthly based upon its total number of
employees, historical claims and medical cost trend rates. Management considers
this allocation to be reasonable for the operations of the Company. For the
period from January 1, 1998, through December 23, 1998, the Company expensed
$1,950 relating to insurance allocations. During 1997 and 1996, the Company
expensed $1,689 and $2,065, respectively, relating to insurance allocations.

F-74
<PAGE> 320
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Beginning in 1996, the Company and other entities managed by Charter
employed the services of Charter's National Data Center (the "National Data
Center"). The National Data Center performs certain customer billing services
and provides computer network, hardware and software support to the Company and
other affiliated entities. The cost of these services is allocated based on the
number of customers. Management considers this allocation to be reasonable for
the operations of the Company. For the period from January 1, 1998, through
December 23, 1998, the Company expensed $843 relating to these services. During
1997 and 1996, the Company expensed $723 and $466 relating to these services,
respectively.

CCE-I maintains a regional office. The regional office performs certain
operational services on behalf of CCE-I and other affiliated entities. The cost
of these services is allocated to CCE-I and affiliated entities based on their
number of customers. Management considers this allocation to be reasonable for
the operations of CCE-I. From the period January 1, 1998, through December 23,
1998, the Company expensed $1,926 relating to these services. During 1997 and
1996, CCE-I expensed $861 and $799, respectively, relating to these services.

12. COMMITMENTS AND CONTINGENCIES:

LEASES

The Company leases certain facilities and equipment under noncancelable
operating leases. Lease and rental costs charged to expense for the period from
January 1, 1998, through December 23, 1998, was $2,222. Rent expense incurred
under these leases during 1997 and 1996 was $1,956 and $1,704, respectively.

The Company also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Company anticipates that such
rentals will recur. Rent expensed incurred for pole attachments for the period
from January 1, 1998, through December 23, 1998, was $2,430. Rent expense
incurred for pole attachments during 1997 and 1996 was $2,601 and $2,330,
respectively.

LITIGATION

13. REGULATION IN THE CABLE TELEVISION INDUSTRY:

The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
systems and have resulted in

F-75
<PAGE> 321
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

additional regulatory oversight by the FCC and local or state franchise
authorities. The Cable Acts and the corresponding FCC regulations have
established rate regulations.

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. As of December 23,
1998, the amount refunded by the Company has been insignificant. The Company may
be required to refund additional amounts in the future.

14. INCOME TAXES:

Deferred tax assets and liabilities are recognized for the estimated future
tax consequence attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred income tax assets and liabilities are measured using the enacted
tax rates in effect for the year in which those temporary differences are
expected to be recovered or settled. Deferred income tax expense or benefit is
the result of changes in the liability or asset recorded for deferred taxes. A
valuation allowance must be established for any portion of a deferred tax asset
for which it is more likely than not that a tax benefit will not be realized.

For the period from January 1, 1998, through December 23, 1998, and the
years ended December 31, 1997 and 1996, no current provision (benefit) for
income taxes was recorded. The effective income tax rate is less than the
federal rate of 35% primarily due to providing a valuation allowance on deferred
income tax assets.

F-76
<PAGE> 322
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred taxes are comprised of the following at December 31, 1997:

<TABLE>
<S> <C>
Deferred income tax assets:
Accounts receivable....................................... $ 252
Other assets.............................................. 7,607
Accrued expenses.......................................... 4,740
Deferred revenue.......................................... 624
Deferred management fees.................................. 1,654
Tax loss carryforwards.................................... 80,681
Tax credit carryforward................................... 1,360
Valuation allowance....................................... (40,795)
---------
Total deferred income tax assets.................. 56,123
---------
Deferred income tax liabilities:
Property, plant and equipment............................. (38,555)
Franchise costs........................................... (117,524)
Other..................................................... (11,407)
---------
Total deferred income tax liabilities............. (167,486)
---------
Net deferred income tax liability................. $(111,363)
=========
</TABLE>

At December 31, 1997, the Company had net operating loss (NOL)
carryforwards for regular income tax purposes aggregating $204,400, which expire
in various years from 1999 through 2012. Utilization of the NOLs carryforwards
is subject to certain limitations.

15. EMPLOYEE BENEFIT PLANS:

The Company's employees may participate in the Charter Communications, Inc.
401(k) Plan (the "401(k) Plan"). Employees that qualify for participation can
contribute up to 15% of their salary, on a before tax basis, subject to a
maximum contribution limit as determined by the Internal Revenue Service. The
Company contributes an amount equal to 50% of the first 5% of contributions by
each employee. For the period from January 1, 1998, through December 23, 1998,
the Company contributed $585 to the 401(k) plan. During 1997 and 1996, the
Company contributed approximately $499 and $435 to the 401(k) Plan,
respectively.

Certain employees of the Company are participants in the 1996 Charter
Communications/ Kelso Group Appreciation Rights Plan (the "Plan"). The Plan
covers certain key employees and consultants within the group of companies and
partnerships controlled by affiliates of Kelso and managed by Charter. The Plan
permits the granting of up to 1,000,000 units, of which 705,000 were outstanding
at December 31, 1997. Unless otherwise provided in a particular instance, units
vest at a rate of 20% per annum. The Plan entitles participants to receive
payment of the appreciated unit value for vested units, upon the occurrence of
certain events specified in the Plan (i.e. change in control, employee
termination) The units do not represent a right to an equity interest to any
entities within the CCA Group. Compensation expense is based on the appreciated
unit value and is amortized over the vesting period.

As a result of the acquisition of Charter and the Company, the Plan was
terminated, all outstanding units became 100% vested and all amounts were paid
by Charter in 1999. For the period from January 1, 1998, through December 23,
1998, the Company recorded $5,684 of expense, included in management fees, and a
contribution from Charter related to the Appreciation Rights Plan.

F-77
<PAGE> 323
CCA GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

16. ACCOUNTING STANDARD NOT YET IMPLEMENTED:

17. SUBSEQUENT EVENT:

Subsequent to December 23, 1998, CCA Holdings, CCT Holdings and CC-LB
converted to limited liability companies and are now known as CCA Holdings LLC,
CCT Holdings LLC and Charter Communications Long Beach, LLC, respectively.

F-78
<PAGE> 324

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CharterComm Holdings, L.P.:

We have audited the accompanying consolidated balance sheet of CharterComm
Holdings, L.P. and subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, partners' capital and cash flows for the
period from January 1, 1998, through December 23, 1998, and for the years ended
December 31, 1997 and 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CharterComm Holdings, L.P.
and subsidiaries as of December 31, 1997, and the results of their operations
and their cash flows for the period from January 1, 1998, through December 23,
1998, and for the years ended December 31, 1997 and 1996, in conformity with
generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
February 5, 1999

F-79
<PAGE> 325

CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET -- DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

ASSETS

<TABLE>
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 2,742
Accounts receivable, net of allowance for doubtful
accounts of $330....................................... 3,158
Prepaid expenses and other................................ 342
--------
Total current assets.............................. 6,242
--------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 235,808
Franchises, net of accumulated amortization of $119,968... 480,201
--------
716,009
--------
OTHER ASSETS................................................ 16,176
--------
$738,427
========
</TABLE>

LIABILITIES AND PARTNERS' CAPITAL

<TABLE>
<S> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 5,375
Accounts payable and accrued expenses..................... 30,507
Payables to manager of cable television systems -- related
party.................................................. 1,120
--------
Total current liabilities......................... 37,002
--------
DEFERRED REVENUE............................................ 1,719
--------
LONG-TERM DEBT, less current maturities..................... 666,662
--------
DEFERRED MANAGEMENT FEES.................................... 7,805
--------
DEFERRED INCOME TAXES....................................... 5,111
--------
REDEEMABLE PREFERRED LIMITED UNITS -- 577.81 units,
issued and outstanding.................................... 20,128
--------
PARTNERS' CAPITAL:
General Partner........................................... --
Common Limited Partners -- 220.24 units issued and
outstanding............................................ --
--------
Total partners' capital........................... --
--------
$738,427
========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-80
<PAGE> 326

CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1998, YEAR ENDED
THROUGH DECEMBER 31
DECEMBER 23, --------------------
1998 1997 1996
------------ ---- ----
<S> <C> <C> <C>
REVENUES.............................................. $196,801 $175,591 $120,280
-------- -------- --------
OPERATING EXPENSES:
Operating costs..................................... 83,745 75,728 50,970
General and administrative.......................... 14,586 12,607 9,327
Depreciation and amortization....................... 86,741 76,535 53,133
Management fees -- related party.................... 14,780 8,779 6,014
-------- -------- --------
199,852 173,649 119,444
-------- -------- --------
Income (loss) from operations.................... (3,051) 1,942 836
-------- -------- --------
OTHER INCOME (EXPENSE):
Interest income..................................... 211 182 233
Interest expense.................................... (66,121) (61,498) (41,021)
Other, net.......................................... (1,895) 17 (468)
-------- -------- --------
(67,805) (61,299) (41,256)
-------- -------- --------
Loss before extraordinary item................... (70,856) (59,357) (40,420)
EXTRAORDINARY ITEM -- Loss on early retirement of
debt................................................ (6,264) -- --
-------- -------- --------
Net loss......................................... (77,120) (59,357) (40,420)
REDEMPTION PREFERENCE ALLOCATION:
Special Limited Partner units....................... -- -- (829)
Redeemable Preferred Limited units.................. -- -- (4,081)
NET LOSS ALLOCATED TO REDEEMABLE PREFERRED LIMITED
UNITS............................................... 20,128 2,553 4,063
-------- -------- --------
Net loss applicable to partners' capital
accounts....................................... $(56,992) $(56,804) $(41,267)
======== ======== ========
NET LOSS ALLOCATION TO PARTNERS' CAPITAL ACCOUNTS:
General Partner..................................... $(56,992) $(21,708) $(38,391)
Common Limited Partners............................. -- (35,096) (2,876)
-------- -------- --------
$(56,992) $(56,804) $(41,267)
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-81
<PAGE> 327

CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON
GENERAL LIMITED
PARTNER PARTNERS TOTAL
------- -------- -----
<S> <C> <C> <C>
BALANCE, December 31, 1995.............................. $ 29,396 $ 2,202 $ 31,598
Capital contributions................................. 30,703 2,300 33,003
Allocation of net loss................................ (38,391) (2,876) (41,267)
-------- -------- --------
BALANCE, December 31, 1996.............................. 21,708 1,626 23,334
Capital contributions................................. -- 33,470 33,470
Allocation of net loss................................ (21,708) (35,096) (56,804)
-------- -------- --------
BALANCE, December 31, 1997.............................. -- -- --
Capital contributions................................. 4,920 -- 4,920
Allocation of net loss................................ (56,992) -- (56,992)
-------- -------- --------
BALANCE, December 23, 1998.............................. $(52,072) $ -- $(52,072)
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-82
<PAGE> 328

CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1998,
THROUGH YEAR ENDED DECEMBER 31,
DECEMBER 23, -----------------------
1998 1997 1996
------------ ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.............................................. $ (77,120) $ (59,357) $ (40,420)
Adjustments to reconcile net loss to net cash provided
by operating activities --
Extraordinary item -- Loss on early retirement of
debt............................................. 6,264 -- --
Depreciation and amortization...................... 86,741 76,535 53,133
Amortization of debt issuance costs, debt discount
and interest rate cap agreements................. 14,563 14,212 9,564
Loss on disposal of property, plant and
equipment........................................ 1,714 203 367
Changes in assets and liabilities, net of effects
from acquisition --
Accounts receivable, net......................... 2,000 369 (303)
Prepaid expenses and other....................... (203) 943 245
Accounts payable and accrued expenses............ (1,970) 3,988 9,911
Payables to manager of cable television systems,
including deferred management fees............ 9,456 3,207 3,479
Deferred revenue................................. 770 (82) 452
Other operating activities....................... 5,378 -- --
--------- --------- ---------
Net cash provided by operating activities........ 47,593 40,018 36,428
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment............ (85,044) (72,178) (48,324)
Payments for acquisitions, net of cash acquired....... (5,900) (159,563) (145,366)
Other investing activities............................ 5,280 1,577 (2,089)
--------- --------- ---------
Net cash used in investing activities.............. (85,664) (230,164) (195,779)
--------- --------- ---------
</TABLE>

<TABLE>
CASH FLOWS FROM FINANCING ACTIVITIES:
<S> <C> <C> <C>
Borrowings of long-term debt.......................... 547,400 231,250 260,576
Repayments of long-term debt.......................... (505,300) (67,930) (34,401)
Partners' capital contributions....................... -- 29,800 --
Payment of debt issuance costs........................ (3,651) (3,593) (11,732)
Payment of Special Limited Partnership units.......... -- -- (43,243)
Repayments of note payable -- related party........... -- -- (15,000)
Payments for interest rate cap agreements............. -- -- (35)
--------- --------- ---------
Net cash provided by financing activities.......... 38,449 189,527 156,165
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.... 378 (619) (3,186)
CASH AND CASH EQUIVALENTS, beginning of period.......... 2,742 3,361 6,547
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period................ $ 3,120 $ 2,742 $ 3,361
========= ========= =========
CASH PAID FOR INTEREST.................................. $ 61,559 $ 42,538 $ 28,860
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-83
<PAGE> 329

CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BASIS OF PRESENTATION

CharterComm Holdings, L.P. (CharterComm Holdings) was formed in March 1996
with the contributions of Charter Communications Southeast Holdings, L.P.
(Southeast Holdings), Charter Communications, L.P. (CC-I) and Charter
Communications II, L.P. (CC-II). This contribution was accounted for as a
reorganization under common control and, accordingly, the consolidated financial
statements and notes have been restated to include the results and financial
position of Southeast Holdings, CC-I and CC-II.

Through December 23, 1998, CharterComm Holdings was owned 75.3% by
affiliates of Charterhouse Group International, Inc., a privately owned
investment firm (collectively referred to herein as "Charterhouse"), indirectly
owned 5.7% by Charter Communications, Inc. (Charter), manager of the
Partnership's (as defined below) cable television systems, and owned 19.0%
primarily by other institutional investors.

Effective December 23, 1998, Paul G. Allen acquired 94% of Charter through
a series of transactions. In conjunction with Mr. Allen's acquisition, Charter
acquired 100% of the outstanding partnership interests in CharterComm Holdings
on December 23, 1998.

The accompanying consolidated financial statements include the accounts of
CharterComm Holdings and its subsidiaries collectively referred to as the
"Partnership" herein. All significant intercompany balances and transactions
have been eliminated in consolidation.

In 1998, the Partnership through its subsidiaries provided cable television
service to customers in Alabama, Georgia, Kentucky, Louisiana, North Carolina,
South Carolina and Tennessee.

CASH EQUIVALENTS

The Partnership considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1997,
cash equivalents consist primarily of repurchase agreements. These investments
are carried at cost that approximates market value.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable television
transmission and distribution facilities, and the cost of new customer
installation. The costs of disconnecting a customer are charged to expense in
the period incurred. Expenditures for repairs and maintenance are charged to
expense as incurred, and equipment replacement and betterments are capitalized.

Depreciation is provided on the straight-line basis over the estimated
useful lives of the related assets as follows:

F-84
<PAGE> 330
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In 1997, the Partnership shortened the estimated useful lives of certain
property, plant and equipment for depreciation purposes. As a result, an
additional $4,775 of depreciation was recorded during 1997.

FRANCHISES

Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Costs relating to unsuccessful
franchise applications are charged to expense when it is determined that the
efforts to obtain the franchise will not be successful. Franchise rights
acquired through the purchase of cable television systems represent management's
estimate of fair value and are generally amortized using the straight-line
method over a period of 15 years. In addition, approximately $100,000 of
franchise rights are being amortized over a period of 3 to 11 years.

OTHER ASSETS

Debt issuance costs are being amortized to interest expense over the term
of the related debt. The interest rate cap costs are being amortized over the
terms of the agreement, which approximates three years.

IMPAIRMENT OF ASSETS

REVENUES

Cable television revenues from basic and premium services are recognized
when the related services are provided.

Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
cable television system. As of December 31, 1997, no installation revenue has
been deferred, as direct selling costs exceeded installation revenue.

Fees collected from programmers to guarantee carriage are deferred and
amortized to income over the life of the contracts. Local governmental
authorities impose franchise fees on the Partnership ranging up to a federally
mandated maximum of 5.0% of gross revenues. On a monthly basis, such fees are
collected from the Partnership's customers and are periodically remitted to
local franchises. Franchise fees collected and paid are reported as revenue.

INTEREST RATE HEDGE AGREEMENTS

The Partnership manages fluctuations in interest rates by using interest
rate hedge agreements, as required by certain debt agreements. Interest rate
swaps, caps and collars are accounted for as hedges of debt obligations, and
accordingly, the net settlement amounts are recorded as adjustments to interest
expense in the period incurred. Premiums paid for interest rate caps are
deferred, included in other assets, and are amortized over the original term of
the interest rate agreement as an adjustment to interest expense.
F-85
<PAGE> 331
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Partnership's interest rate swap agreements require the Partnership to
pay a fixed rate and receive a floating rate thereby creating fixed rate debt.
Interest rate caps and collars are entered into by the Partnership to reduce the
impact of rising interest rates on floating rate debt.

The Partnership's participation in interest rate hedging transactions
involves instruments that have a close correlation with its debt, thereby
managing its risk. Interest rate hedge agreements have been designed for hedging
purposes and are not held or issued for speculative purposes.

OTHER INCOME (EXPENSE)

Other, net includes gain and loss on disposition of property, plant and
equipment, and other miscellaneous items, all of which are not directly related
to the Partnership's primary line of business. In 1996, the Partnership recorded
$367 of nonoperating losses for its portion of insurance deductibles pertaining
to damage caused by hurricanes to certain cable television systems.

INCOME TAXES

Income taxes are the responsibility of the partners and are not provided
for in the accompanying financial statements except for Peachtree Cable TV, Inc.
(Peachtree), an indirect wholly owned subsidiary, which is a C corporation and
for which taxes are presented in accordance with SFAS No. 109.

USE OF ESTIMATES

2. ACQUISITIONS:

In 1998, the Partnership acquired cable television systems in one
transaction for a purchase price net of cash acquired, of $5,900. The excess
cost of properties acquired over the amounts assigned to net tangible assets at
the date of acquisition was $5,000 and is included in franchises.

In 1997, the Partnership acquired cable television systems in three
separate transactions for an aggregate purchase price, net of cash acquired, of
$159,600. The excess of the cost of properties acquired over the amounts
assigned to net tangible assets at the date of acquisition was $126,400 and is
included in franchises.

In 1996, the Partnership acquired cable television systems in three
separate transactions for an aggregate purchase price, net of cash acquired, of
$145,400. The excess of the cost of properties acquired over the amounts
assigned to net tangible assets at the date of acquisition was $118,200 and is
included in franchises.

F-86
<PAGE> 332
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
------------
(UNAUDITED)
<S> <C>
Revenues.................................................... $182,770
Income from operations...................................... 2,608
Net loss.................................................... (61,389)
</TABLE>

The unaudited pro forma information 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.

3. DISTRIBUTIONS AND ALLOCATIONS:

For financial reporting purposes, redemption preference allocations,
profits and losses are allocated to partners in accordance with the liquidation
provision of the applicable partnership agreement.

As stated in the Partnership Agreement, the Partnership may make
distributions to the partners out of all available funds at such times and in
such amounts as the General Partner may determine in its sole discretion.

4. REDEEMABLE PREFERRED LIMITED UNITS:

As of December 31, 1995, certain Redeemable Preferred Limited Partner units
of CC-I and CC-II were outstanding. During 1996, the Partnership issued certain
Redeemable Preferred Limited Partner units of CharterComm Holdings.

The Preferred Limited Partners' preference return has been reflected as an
addition to the Redeemable Preferred Limited Partner units, and the decrease has
been allocated to the General Partner and Common Limited Partner consistent with
the liquidation and distribution provisions in the partnership agreements.

At December 23, 1998, the balance related to the CharterComm Holdings
Preferred Limited Partner units was as follows:

<TABLE>
<S> <C>
Contribution, March 1996.................................... $ 20,052
1996 redemption preference allocation..................... 2,629
Allocation of net loss.................................... --
--------
Balance, December 31, 1996.................................. 22,681
1997 redemption preference allocation..................... --
Allocation of net loss.................................... (2,553)
--------
Balance, December 31, 1997.................................. 20,128
1998 redemption preference allocation..................... --
Allocation of net loss.................................... (20,128)
--------
Balance, December 23, 1998.................................. $ --
========
</TABLE>

F-87
<PAGE> 333
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The 1998 and 1997 redemption preference allocations of $4,617 and $4,020,
respectively, have not been reflected in the Preferred Limited Partners' capital
accounts since the General Partner and Common Limited Partners' capital accounts
have been reduced to $-0-.

5. SPECIAL LIMITED PARTNER UNITS (CC-I):

Prior to March 28, 1996, certain Special Limited Partner units of CC-I were
outstanding. CC-I's profits were allocated to the Special Limited Partners until
allocated profits equaled the unrecovered preference amount (preference amounts
range from 6% to 17.5% of the unrecovered initial cost of the partnership units
and unrecovered preference amounts per annum). When there was no profit to
allocate, the preference return was reflected as a decrease in Partners'
Capital.

In accordance with a purchase agreement and through the use of a capital
contribution from Charter Communications Southeast, L.P. (Southeast), a wholly
owned subsidiary of Southeast Holdings, resulting from the proceeds of the Notes
(see Note 9), CC-I paid the Special Limited Partners $43,243 as full
consideration for their partnership interests on March 28, 1996.

6. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of the following at December 31,
1997:

<TABLE>
<S> <C>
Cable distribution systems.................................. $274,837
Land, buildings and leasehold improvements.................. 5,439
Vehicles and equipment...................................... 14,669
--------
294,945
Less -- Accumulated depreciation............................ (59,137)
--------
$235,808
========
</TABLE>

Depreciation expense for the period from January 1, 1998, through December
23, 1998, and for the years ended December 31, 1997 and 1996, was $44,307,
$33,634 and $16,997, respectively.

7. OTHER ASSETS:

Other assets consist of the following at December 31, 1997:

<TABLE>
<S> <C>
Debt issuance costs......................................... $18,385
Other assets................................................ 3,549
-------
21,934
Less -- Accumulated amortization............................ (5,758)
-------
$16,176
=======
</TABLE>

As a result of the payment and termination of the CC-I Credit Agreement and
CC-II Credit Agreement (see Note 9), debt issuance costs of $6,264 were written
off as an extraordinary loss on early retirement of debt for the period from
January 1, 1998, through December 23, 1998.

F-88
<PAGE> 334
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consist of the following at December
31, 1997:

<TABLE>
<S> <C>
Accrued interest............................................ $ 9,804
Franchise fees.............................................. 3,524
Programming costs........................................... 3,391
Accounts payable............................................ 2,479
Capital expenditures........................................ 2,099
Salaries and related benefits............................... 2,079
Other....................................................... 7,131
-------
$30,507
=======
</TABLE>

9. LONG-TERM DEBT:

Long-term debt consists of the following at December 31, 1997:

<TABLE>
<S> <C>
Senior Secured Discount Debentures.......................... $146,820
11 1/4% Senior Notes........................................ 125,000
Credit Agreements:
CC-I...................................................... 112,200
CC-II..................................................... 339,500
--------
723,520
Less:
Current maturities........................................ (5,375)
Unamortized discount...................................... (51,483)
--------
$666,662
========
</TABLE>

SENIOR SECURED DISCOUNT DEBENTURES

On March 28, 1996, Southeast Holdings and CharterComm Holdings Capital
Corporation (Holdings Capital), a wholly owned subsidiary of Southeast Holdings
(collectively the "Debentures Issuers"), issued $146,820 of Senior Secured
Discount Debentures (the "Debentures") for proceeds of $75,000. Proceeds from
the Debentures were used to pay fees and expenses related to the issuance of the
Debentures and the balance of $72,400 was a capital contribution to Southeast.
The Debentures are secured by all of Southeast Holdings' ownership interest in
Southeast and rank pari passu in right and priority of payment to all other
existing and future indebtedness of the Debentures Issuers. The Debentures are
effectively subordinated to the claims of creditors of Southeast Holdings'
subsidiaries, including the Combined Credit Agreement (as defined herein). The
Debentures are redeemable at the Debentures Issuers' option at amounts
decreasing from 107% to 100% of principal, plus accrued and unpaid interest to
the redemption date, beginning on March 15, 2001. The Debentures Issuers are
required to make an offer to purchase all of the Debentures, at a purchase price
equal to 101% of the principal amount, together with accrued and unpaid
interest, upon a Change in Control, as defined in the Debentures Indenture. No
interest is payable on the Debentures prior to March 15, 2001. Thereafter,
interest on the Debentures is payable semiannually in arrears beginning
September 15, 2001, until maturity on March 15, 2007. The discount on the
Debentures is being accreted

F-89
<PAGE> 335
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

using the effective interest method at an interest rate of 14% from the date of
issuance to March 15, 2001.

11 1/4% SENIOR NOTES

Southeast and CharterComm Capital Corporation (Southeast Capital), a wholly
owned subsidiary of Southeast (collectively the "Notes Issuers"), issued
$125,000 aggregate principal amount of 11 1/4% Senior Notes (the "Notes"). The
Notes are senior unsecured obligations of the Notes Issuers and rank pari passu
in right and priority of payment to all other existing and future indebtedness
of the Notes Issuers. The Notes are effectively subordinated to the claims of
creditors of Southeast's subsidiaries, including the lenders under the Combined
Credit Agreement. The Notes are redeemable at the Notes Issuers' option at
amounts decreasing from 105.625% to 100% of principal, plus accrued and unpaid
interest to the date of redemption, beginning on March 15, 2001. The Notes
Issuers are required to make an offer to purchase all of the Notes, at a
purchase price equal to 101% of the principal amount, together with accrued and
unpaid interest, upon a Change in Control, as defined in the Notes Indenture.
Interest is payable semiannually on March 15 and September 15 until maturity on
March 15, 2006.

Southeast and Southeast Holdings are holding companies with no significant
assets other than their direct and indirect investments in CC-I and CC-II.
Southeast Capital and Holdings Capital were formed solely for the purpose of
serving as co-issuers and have no operations. Accordingly, the Notes Issuers and
Debentures Issuers must rely upon distributions from CC-I and CC-II to generate
funds necessary to meet their obligations, including the payment of principal
and interest on the Notes and Debentures.

COMBINED CREDIT AGREEMENT

In June 1998, CC-I and CC-II (the "Borrowers") replaced their existing
credit agreements and entered into a combined credit agreement (the "Combined
Credit Agreement"), which provides for two term loan facilities, one with the
principal amount of $200,000 that matures on June 30, 2007, and the other with
the principal amount of $150,000 that matures on December 31, 2007. The Combined
Credit Agreement also provides for a $290,000 revolving credit facility, with a
maturity date of June 30, 2007. Amounts under the Combined Credit Agreement bear
interest at the LIBOR Rate or Base Rate, as defined, plus a margin of up to
2.0%. The variable interest rates ranged from 6.69% to 7.31% at December 23,
1998.

Commencing March 31, 2002, and at the end of each calendar quarter
thereafter, the available borrowings for the revolving credit facility and the
$200,000 term loan shall be reduced on an annual basis by 11.0% in 2002 and
14.6% in 2003. Commencing March 31, 2002, and at the end of each calendar
quarter thereafter, the available borrowings for the $150,000 term loan shall be
reduced on an annual basis by 1.0% in 2002 and 1.0% in 2003. A quarterly
commitment fee of between 0.25% and 0.375% per annum is payable on the
unborrowed balance of the revolving credit facility.

The Debentures, Notes and Combined Credit Agreement require the Partnership
to comply with various financial and nonfinancial covenants including the
maintenance of a ratio of debt to annualized operating cash flow, as defined,
not to exceed 5.25 to 1 at December 23, 1998. These debt instruments also
contain substantial limitations on, or prohibitions of, distributions,
additional indebtedness, liens, asset sales and certain other items.

F-90
<PAGE> 336
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CC-I CREDIT AGREEMENT

CC-I maintained a credit agreement (the "CC-I Credit Agreement") with a
consortium of banks for borrowings up to $127,200, consisting of a revolving
line of credit of $63,600 and a term loan of $63,600. Interest accrued, at
CC-I's option, at rates based upon the Base Rate, as defined in the CC-I Credit
Agreement, LIBOR, or prevailing bid rates of certificates of deposit plus the
applicable margin based upon CC-I's leverage ratio at the time of the
borrowings. The variable interest rates ranged from 7.75% to 8.00% and 7.44% to
7.50% at December 31, 1997 and 1996, respectively.

In June 1998, the CC-I Credit Agreement was repaid and terminated in
conjunction with the establishment of the Combined Credit Agreement.

CC-II CREDIT AGREEMENT

CC-II maintained a credit agreement (the "CC-II Credit Agreement") with a
consortium of banks for borrowings up to $390,000, consisting of a revolving
credit facility of $215,000, and two term loans totaling $175,000. Interest
accrued, at CC-II's option, at rates based upon the Base Rate, as defined in the
CC-II Credit Agreement, LIBOR, or prevailing bid rates of certificates of
deposit plus the applicable margin based upon CC-II's leverage ratio at the time
of the borrowings. The variable interest rates ranged from 7.63% to 8.25% and
7.25% to 8.125% at December 31, 1997 and 1996, respectively.

In June 1998, the CC-II Credit Agreement was repaid and terminated in
conjunction with the establishment of the Combined Credit Agreement.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS:

A summary of debt and the related interest rate hedge agreements at
December 31, 1997, is as follows:

<TABLE>
<CAPTION>
CARRYING NOTIONAL FAIR
VALUE AMOUNT VALUE
-------- -------- -----
<S> <C> <C> <C>
DEBT
Senior Secured Discount Debentures.............. $ 95,337 $ -- $115,254
11 1/4% Senior Notes............................ 125,000 -- 136,875
CC-I Credit Agreement........................... 112,200 -- 112,200
CC-II Credit Agreement.......................... 339,500 -- 339,500

INTEREST RATE HEDGE AGREEMENTS
CC-I:
Swaps......................................... -- 100,000 (797)
CC-II:
Swaps......................................... -- 170,000 (1,030)
Caps.......................................... -- 70,000 --
Collars....................................... -- 55,000 (166)
</TABLE>

As the CC-I and CC-II Credit Agreements bear interest at current market
rates, their carrying amounts approximate fair market values at December 31,
1997. The fair value of the Notes and the Debentures is based on current
redemption value.

F-91
<PAGE> 337
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The weighted average interest pay rate for CC-I interest rate swap
agreements was 8.07% at December 31, 1997.

The weighted average interest pay rate for CC-II interest rate swap
agreements was 8.03% at December 31, 1997. The weighted average interest rate
for CC-II interest cap agreements was 8.48% at December 31, 1997. The weighted
average interest rates for CC-II interest rate collar agreements were 9.01% and
7.61% for the cap and floor components, respectively, at December 31, 1997.

The notional amounts of interest rate hedge agreements do not represent
amounts exchanged by the parties and, thus, are not a measure of the
Partnership's exposure through its use of interest rate hedge agreements. The
amounts exchanged are determined by reference to the notional amount and the
other terms of the contracts.

The fair value of interest rate hedge agreements generally reflects the
estimated amounts that the Partnership would receive or pay (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking into
account the current unrealized gains or losses of open contracts. Dealer
quotations are available for the Partnership's interest rate hedge agreements.

Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. In addition, some
of the interest rate hedge agreements are with certain of the participating
banks under the Partnership's credit facilities thereby reducing the exposure to
credit loss. The Partnership has policies regarding the financial stability and
credit standing of major counterparties. Nonperformance by the counterparties is
not anticipated nor would it have a material adverse effect on the results of
operations or the financial position of the Partnership.

11. INCOME TAXES:

The book value of the Partnership's net assets (excluding Peachtree)
exceeds its tax reporting basis by $2,919 as of December 31, 1997.

As of December 31, 1997, temporary differences and carryforwards that gave
rise to deferred income tax assets and liabilities for Peachtree are as follows:

<TABLE>
<S> <C>
Deferred income tax assets:
Accounts receivable....................................... $ 4
Accrued expenses.......................................... 29
Deferred management fees.................................. 111
Deferred revenue.......................................... 24
Tax loss carryforwards.................................... 294
Tax credit carryforwards.................................. 361
-------
Total deferred income tax assets.................. 823
-------
Deferred income tax liabilities:
Property, plant and equipment............................. (1,372)
Franchises and other assets............................... (4,562)
-------
Total deferred income tax liabilities............. (5,934)
-------
Net deferred income tax liability................. $(5,111)
=======
</TABLE>

F-92
<PAGE> 338
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. RELATED PARTY TRANSACTIONS:

Charter provides management services to the Partnership under the terms of
contracts which provide for fees equal to 5% of the Partnership's gross service
revenues. The debt agreements prohibit payment of a portion of such management
fees (40% for both CC-I and CC-II) until repayment in full of the outstanding
indebtedness. The remaining 60% of management fees, are paid quarterly through
December 31, 1998. Thereafter, the entire fee may be deferred if a multiple of
EBITDA, as defined, does not exceed outstanding indebtedness of CC-I and CC-II.
In addition, payments due on the Notes and Debentures shall be paid before any
deferred management fees are paid. Expenses recognized under the contracts for
the period from January 1, 1998, through December 23, 1998, were $9,860.
Expenses recognized under the contracts during 1997 and 1996 were $8,779 and
$6,014, respectively. Management fees currently payable of $1,432 are included
in payables to manager of cable television systems -- related party at December
31, 1997.

The Partnership and all entities managed by Charter collectively utilize a
combination of insurance coverage and self-insurance programs for medical,
dental and workers' compensation claims. Medical coverage provides for $2,435
aggregate stop loss protection and a loss limitation of $100 per person per
year. Workers' compensation coverage provides for $800 aggregate stop loss
protection and a loss limitation of $150 per person per year. Charges are
determined by independent actuaries at the present value of the actuarially
computed present and future liabilities for such benefits. The Partnership is
allocated its share of the charges monthly based upon its total number of
employees, historical claims and medical cost trend rates. Management considers
this allocation to be reasonable for the operations of the Partnership. For the
period from January 1, 1998, through December 23, 1998, the Partnership expensed
$1,831 relating to insurance allocations. During 1997 and 1996, the Partnership
expensed $1,524 and $1,136, respectively, relating to insurance allocations.

The Partnership employs the services of Charter's National Data Center (the
"National Data Center"). The National Data Center performs certain customer
billing services and provides computer network, hardware and software support
for the Partnership and other entities managed by Charter. The cost of these
services is allocated based on the number of basic customers. Management
considers this allocation to be reasonable for the operations of the
Partnership. For the period from January 1, 1998, through December 23, 1998, the
Partnership expensed $685 relating to these services. During 1997 and 1996, the
Partnership expensed $606 and $345, respectively, relating to these services.

CC-I, CC-II and other entities managed by Charter maintain regional
offices. The regional offices perform certain operational services. The cost of
these services is allocated based on number of basic customers. Management
considers this allocation to be reasonable for the operations of the
Partnership. For the period from January 1, 1998, through December 23, 1998, the
Partnership expensed $3,009 relating to these services. During 1997 and 1996,
the Partnership expensed $1,992 and $1,294, respectively, relating to these
services.

The Partnership pays certain acquisition advisory fees to Charter and
Charterhouse for cable television systems acquired. Total acquisition fees paid
to Charter for the period from January 1, 1998, through December 23, 1998, were
$-0-. Total acquisition fees paid to Charter in 1997 and 1996 were $982 and
$1,738, respectively. Total acquisition fees paid to Charterhouse for the period
from January 1, 1998, through December 23, 1998, were $-0-. Total acquisition
fees paid to Charterhouse in 1997 and 1996 were $982 and $1,738, respectively.

F-93
<PAGE> 339
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During 1997, the ownership of CharterComm Holdings changed as a result of
CharterComm Holdings receiving a $25,000 cash contribution from an institutional
investor, a $3,000 cash contribution from Charterhouse and a $2,000 cash
contribution from Charter, as well as the transfer of assets and liabilities of
a cable television system through a series of transactions initiated by Charter
and Charterhouse. Costs of $200 were incurred in connection with the cash
contributions. These contributions were contributed to Southeast Holdings which,
in turn, contributed them to Southeast.

13. COMMITMENTS AND CONTINGENCIES:

LEASES

The Partnership leases certain facilities and equipment under noncancelable
operating leases. Lease and rental costs charged to expense for the period from
January 1, 1998, through December 23, 1998, was $642. Rent expense incurred
under leases during 1997 and 1996 was $615 and $522, respectively.

The Partnership also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Partnership anticipates that
such rentals will recur. Rent expense incurred for pole rental attachments for
the period from January 1, 1998, through December 23, 1998, was $3,261. Rent
expense incurred for pole attachments during 1997 and 1996 was $2,930 and
$2,092, respectively.

LITIGATION

The Partnership is a party to lawsuits that arose in the ordinary course of
conducting its business. In the opinion of management, after consulting with
legal counsel, the outcome of these lawsuits will not have a material adverse
effect on the Partnership's consolidated financial position or results of
operations.

REGULATION IN THE CABLE TELEVISION INDUSTRY

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the

F-94
<PAGE> 340
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

maximum permitted rates. As of December 23, 1998, the amount returned by the
Company has been insignificant. The Company may be required to refund additional
amounts in the future.

14. EMPLOYEE BENEFIT PLANS:

The Partnership's employees may participate in Charter Communications, Inc.
401(k) Plan (the "401(k) Plan"). Employees that qualify for participation can
contribute up to 15% of their salary, on a before tax basis, subject to a
maximum contribution limit as determined by the Internal Revenue Service. The
Partnership contributes an amount equal to 50% of the first 5% of contributions
by each employee. For the period from January 1, 1998, through December 23,
1998, the Partnership contributed $305. During 1997 and 1996, the Partnership
contributed $262 and $149, respectively.

Certain Partnership employees participate in the 1996 Charter
Communications/ Charterhouse Group Appreciation Rights Plan (the "Appreciation
Rights Plan"). The Appreciation Rights Plan covers certain key employees and
consultants within the group of companies and partnerships controlled by
Charterhouse and managed by Charter. The Plan permits the granting of up to
1,000,000 units, of which 925,000 were outstanding at December 31, 1997. Unless
otherwise provided in a particular instance, units vest at a rate of 20% per
annum. The Plan entitles participants to receive payment of the appreciated unit
value for vested units, upon the occurrence of certain events specified in the
Plan (i.e. change in control, employee termination). The units do not represent
a right to an equity interest in CharterComm Holdings.

F-95
<PAGE> 341
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Compensation expense is based on the appreciated unit value and is amortized
over the vesting period.

As a result of the acquisition of Charter and the Partnership, the Plan was
terminated, all outstanding units became 100% vested and all amounts were paid
by Charter in 1999. For the period from January 1, 1998, through December 23,
1998, the Partnership recorded $4,920 of expense, included in management fees,
and a contribution from Charter related to the Appreciation Rights Plan.

15. ACCOUNTING STANDARD NOT YET IMPLEMENTED:

In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 1999. The Partnership
has not yet quantified the impacts of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or method of its adoption
of SFAS No. 133. However, SFAS No. 133 could increase volatility in earnings
(loss).

16. SUBSEQUENT EVENT:

Subsequent to December 31, 1998, CharterComm Holdings, L.P. and all of its
subsidiaries converted to limited liability companies and are now known as
CharterComm Holdings LLC and subsidiaries.

F-96
<PAGE> 342

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Greater Media, Inc.:

We have audited the accompanying combined balance sheets of Greater Media
Cablevision Systems (see Note 1) (collectively, the "Combined Systems") included
in Greater Media, Inc., as of September 30, 1998 and 1997, and the related
combined statements of income, changes in net assets, and cash flows for each of
the three years in the period ended September 30, 1998. These combined financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these combined financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Combined Systems, as of September 30, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 1998, in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Roseland, New Jersey
March 2, 1999

F-97
<PAGE> 343

GREATER MEDIA CABLEVISION SYSTEMS (SEE NOTE 1)

COMBINED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SEPTEMBER 30,
------------------
1998 1997
---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 4,080 $ 3,680
Accounts receivable (less allowance for doubtful accounts
of $308 (unaudited), $244 and $337).................... 2,755 2,739
Prepaid expenses and other current assets................. 2,746 1,949
------- -------
Total current assets.............................. 9,581 8,368
Property and equipment, net................................. 54,468 41,971
Intangible assets, net...................................... 2,690 1,647
Other assets................................................ 77 103
------- -------
Total assets...................................... $66,816 $52,089
======= =======

Current liabilities:
Accounts payable and accrued expenses..................... $ 7,125 $ 5,299
Customers' prepayments and deferred installation
revenue................................................ 1,910 1,815
------- -------
Total current liabilities......................... 9,035 7,114
Other long-term liabilities................................. 3,650 3,920
Net assets.................................................. 54,131 41,055
------- -------
Total liabilities and net assets.................. $66,816 $52,089
======= =======
</TABLE>

The accompanying notes are an integral part of these combined balance
sheets.
F-98
<PAGE> 344

GREATER MEDIA CABLEVISION SYSTEMS (SEE NOTE 1)

COMBINED STATEMENTS OF INCOME
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30, YEAR ENDED SEPTEMBER 30,
------------------ ---------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET REVENUES............................ $62,469 $57,536 $77,127 $73,436 $66,816
------- ------- ------- ------- -------
OPERATING EXPENSES:
Operating expenses.................... 26,248 24,262 32,665 31,115 29,460
General and administrative............ 9,150 8,282 10,869 11,211 10,321
Corporate charges..................... 3,175 2,898 3,888 3,696 3,365
Depreciation and amortization......... 7,398 5,717 8,183 7,368 7,353
------- ------- ------- ------- -------
45,971 41,159 55,605 53,390 50,499
------- ------- ------- ------- -------
Income from operations............. 16,498 16,377 21,522 20,046 16,317
OTHER INCOME (EXPENSES):
Interest expense, net................... (705) (308) (504) (307) (764)
Other................................... (365) 34 (532) (957) (366)
------- ------- ------- ------- -------
INCOME BEFORE PROVISION IN LIEU OF
INCOME TAXES.......................... 15,428 16,103 20,486 18,782 15,187
Provision in lieu of income taxes (Note
6).................................... 6,646 6,247 8,008 7,964 5,987
------- ------- ------- ------- -------
Net income.............................. $ 8,782 $ 9,856 $12,478 $10,818 $ 9,200
======= ======= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these combined statements.
F-99
<PAGE> 345

GREATER MEDIA CABLEVISION SYSTEMS (SEE NOTE 1)

COMBINED STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
-----
<S> <C>
Balance, September 30, 1995................................. $ 42,185
Net income................................................ 9,200
Provision in lieu of income taxes......................... 5,987
Net payments to affiliates................................ (17,038)
--------
Balance, September 30, 1996................................. 40,334
Net income................................................ 10,818
Provision in lieu of income taxes......................... 7,964
Net payments to affiliates................................ (18,061)
--------
Balance, September 30, 1997................................. 41,055
Net income................................................ 12,478
Provision in lieu of income taxes......................... 8,008
Net payments to affiliates................................ (7,410)
--------
Balance, September 30, 1998................................. $ 54,131
========
</TABLE>

The accompanying notes are an integral part of these combined statements.
F-100
<PAGE> 346

GREATER MEDIA CABLEVISION SYSTEMS (SEE NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
JUNE 30, YEAR ENDED SEPTEMBER 30,
------------------- ----------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net income................................. $ 8,782 $ 9,856 $12,478 $10,818 $ 9,200
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision in lieu of income taxes........ 6,646 6,247 8,008 7,964 5,987
Depreciation and amortization............ 7,398 5,717 8,183 7,368 7,353
(Gain) loss on sale of fixed assets...... 465 171 300 715 274
Changes in assets and liabilities:
Accounts receivable, prepaid expenses and
other assets.......................... (1,431) (4,045) (813) (1,115) (498)
Other assets............................. 10 31 24 (30) (11)
Accounts payable and accrued expenses.... (178) 144 1,825 (440) (1,900)
Customers' prepayments and deferred
installation revenue.................. 242 (7) 96 367 94
Customers' deposits and deferred
revenue............................... (24) (174) (270) (69) 466
-------- -------- ------- ------- --------

Net cash provided by operating
activities............................... 21,910 17,940 29,831 25,578 20,965
-------- -------- ------- ------- --------
Cash flow from investing activities:
Capital expenditures....................... (13,797) (15,700) (21,049) (7,587) (5,122)
Proceeds from disposition of property and
equipment................................ -- 250 72 -- 128
Purchase of licenses....................... (512) (49) (1,044) (99) --
-------- -------- ------- ------- --------
Net cash used in investing activities...... (14,309) (15,499) (22,021) (7,686) (4,994)
-------- -------- ------- ------- --------
Cash flow from financing activities:

Net payments to affiliates................. (34) (3,941) (7,410) (18,061) (17,038)
-------- -------- ------- ------- --------
Net increase (decrease) in cash and cash
equivalents.............................. 7,567 (1,500) 400 (169) (1,067)
Cash and cash equivalents, beginning of
year..................................... 4,080 3,680 3,680 3,849 4,916
-------- -------- ------- ------- --------
Cash and cash equivalents, end of year..... $ 11,647 $ 2,180 $ 4,080 $ 3,680 $ 3,849
======== ======== ======= ======= ========
Supplemental disclosure of cash flow
information:
Non-affiliate interest paid during the
year.................................. $ 264 $ 42 $ 296 $ 155 $ 447
======== ======== ======= ======= ========
</TABLE>

The accompanying notes are an integral part of these combined statements.
F-101
<PAGE> 347

GREATER MEDIA CABLEVISION SYSTEMS

NOTES TO COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION, BASIS OF PRESENTATION AND OPERATIONS

Greater Media Cablevision Systems is the owner and operator of the
following Massachusetts-based cable television systems: Auburn, Boylston,
Chicopee, Dudley, East Longmeadow, Easthampton, Grafton, Hampden, Holden,
Leicester, Ludlow, Millbury, Northborough, Northbridge, Oxford, Paxton,
Southampton, Southborough, Southbridge, Spencer, Sturbridge, Upton, Webster,
West Boylston, West Brookfield, Westborough, Wilbraham and Worcester ("the
Combined Systems"). The Combined Systems are wholly-owned by Greater Media
Cablevision, Inc. ("the Company"). The combined financial statements do not
include the accounts of Greater Philadelphia Cablevision, Inc. or Greater
Philadelphia Cablevision Limited Partnership (the "Philadelphia System"), which
are also wholly-owned by the Company. The Company is a wholly-owned subsidiary
of Greater Media, Inc. ("the Parent"). In February 1999, the Parent and the
Company entered into an agreement ("Sales Agreement") to sell the net assets of
the Company including the Combined Systems but excluding the Philadelphia
Systems to Charter Communications Holdings, LLC.

Significant intercompany accounts and transactions between the Combined
Systems have been eliminated in the combined financial statements. Significant
accounts and transactions with the Parent and other affiliates are disclosed as
related party transactions (See Note 7).

The Combined Systems primarily provide cable television services to
subscribers in central and western Massachusetts.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Maintenance and repair costs are expensed when incurred. For financial
reporting purposes, depreciation is provided on the straight-line method based
on the following estimated useful lives:

<TABLE>
<CAPTION>
CLASSIFICATION YEARS
-------------- -----
<S> <C>
Land improvements........................................... 20
Buildings................................................... 15-40
Furniture, fixtures and equipment........................... 3-15
Trunk and distribution systems.............................. 7-12
</TABLE>

INTANGIBLE ASSETS

Intangible assets consist primarily of goodwill amortized over forty years
and costs incurred in obtaining and renewing cable franchises which are
amortized over the life of the respective franchise agreements.

REVENUES

Cable revenues from basic and premium services are recognized when the
related services are provided.

F-102
<PAGE> 348
GREATER MEDIA CABLEVISION SYSTEMS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

QUARTERLY RESULTS

The financial statements included herein as of December 31, 1998 and for
the three months ended December 31, 1998 and 1997 have been prepared by the
Company without audit. In the opinion of management, all adjustments have been
made which are of a normal recurring nature necessary to present fairly the
Combined Systems' financial position as of December 31, 1998 and the results of
operations, changes in net assets and cash flows for the three months ended
December 31, 1998 and 1997. Certain information and footnote disclosures have
been condensed or omitted for these periods. The results for interim periods are
not necessarily indicative of results for the entire year.

2. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid and other current assets consist of the following at September 30:

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Franchise grant.......................................... $1,445 $ 604
Corporate business tax................................... 1,015 882
Other.................................................... 286 463
------ ------
Prepaid expenses and other current assets................ $2,746 $1,949
====== ======
</TABLE>

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September 30:

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Land and land improvements........................... $ 1,229 $ 1,134
Buildings............................................ 4,521 4,521
Furniture, fixtures and equipment.................... 5,503 4,822
Trunk and distribution systems....................... 109,253 97,042
Construction in progress............................. 9,026 4,450
-------- --------
129,532 111,969
Accumulated depreciation............................. (75,064) (69,998)
-------- --------
Property and equipment, net.......................... $ 54,468 $ 41,971
======== ========
</TABLE>

Depreciation expense for the years ended September 30, 1998, 1997 and 1996
was $8,081, $7,337, and $7,314, respectively. Construction in progress results
primarily from costs to upgrade the systems to fiber optic technologies in the
areas served by the Combined Systems.

F-103
<PAGE> 349
GREATER MEDIA CABLEVISION SYSTEMS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

4. INTANGIBLE ASSETS

Intangible assets consist of the following at September 30:

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Franchise agreements..................................... $3,230 $2,883
Customer lists........................................... 1,751 1,751
Organization expenses.................................... 146 146
Goodwill................................................. 2,260 1,510
Covenant not to compete.................................. 40 40
------ ------
7,427 6,330
Accumulated amortization................................. 4,737 4,683
------ ------
Intangible assets, net................................... $2,690 $1,647
====== ======
</TABLE>

Amortization expense for the years ended September 30, 1998, 1997 and 1996
was $102, $31 and $39, respectively.

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following at September
30:

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Accounts payable......................................... $4,733 $3,544
Rate refund liability.................................... 923 481
Programming expenses..................................... 586 557
Other.................................................... 883 717
------ ------
$7,125 $5,299
====== ======
</TABLE>

6. INCOME TAXES

The Combined Systems are included in the consolidated federal income tax
return of the Parent. However, the Parent is responsible for tax payments
applicable to the Combined Systems. The combined financial statements reflect a
provision in lieu of income taxes as if the combined systems were filing on a
separate company basis. Accordingly, the Combined Systems have included the
provision in lieu of income taxes as a component of net assets for all periods
presented.

The provision in lieu of income taxes approximates the amount of tax
computed using U.S. statutory rates, after reflecting state income tax expense
of $2,053, $1,924 and $1,486, for 1998, 1997 and 1996, respectively.

As the Sales Agreement represents a sale of assets, Charter Communications
Holdings, LLC will have new tax basis in the Combined Systems' assets and
liabilities acquired.

7. RELATED PARTY TRANSACTIONS

The Company and each of its subsidiaries are guarantors of the Parent
Company's debt.

F-104
<PAGE> 350
GREATER MEDIA CABLEVISION SYSTEMS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The combined statements include the charge for certain corporate expenses
incurred by the Parent on behalf of the Combined Systems. Such charges amounted
to $3,888, $3,696, and $3,365 for the three years ended September 30, 1998, 1997
and 1996. Management believes that these costs are reasonable and reflect costs
of doing business that the Combined Systems would have incurred on a stand-alone
basis.

The Combined Systems charge an affiliate interest on certain balances,
aggregating $15,000 per year, at an annual rate of 12%. Interest income on such
balances amounted to $1,800 for each of the three years in the period ended
September 30, 1998. In addition, the Combined Systems are required to pay the
Parent interest on certain balances, at an annual rate of 12%. Interest expense
on such balances amounted to $2,340 for each of these years in the period ended
September 30, 1998, all which were due during the periods presented. The amounts
described above and certain non-interest bearing amounts due affiliates are
included in Net Assets in the Combined Systems balance sheet. As a result of the
Sales Agreement, such amounts will be assumed by the Parent. The interest income
and expense have been netted in the accompanying statement of operations.

8. EMPLOYEE BENEFIT PLAN

401(k) PLAN

The Combined Systems' employees participate in the Greater Media, Inc.
401(k) Plan (the "401(k) Plan"). Employees that qualify for participation can
contribute up to 12% of their salary, on a before tax basis, subject to a
maximum contribution limit as determined by the Internal Revenue Service. The
Parent contributes an amount equal to 50% of the participant's contribution,
limited to the lessor of 3% of the participant's compensation or $1 per year.

The Combined Systems expense relating to the 401(k) Plan was $140, $127,
and $96 in 1998, 1997, and 1996, respectively.

PENSION

Employees of the Combined Systems participate in a pension plan sponsored
by the Parent. The Combined Systems allocable share of the pension expense
amounted to $105, $204 and $217 during the years ended September 30, 1998, 1997
and 1996, respectively. As a result of the Sales Agreement, the Combined
Systems' employees will be fully vested with respect to their plan benefits,
although no additional benefits will accrue to such employees in the future. In
addition, the Parent will be responsible for the allocable pension liability
($838 at September 30, 1998) and will continue to administer the plan on behalf
of the Combined Systems' employees after the sale is consummated.

9. COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases certain facilities and equipment under noncancellable
operating leases. Leases and rental costs charged to expense for the years ended
September 30, 1998, 1997 and 1996, was $2,124, $2,133 and $1,636, respectively.
Rent expense incurred under leases for the

F-105
<PAGE> 351
GREATER MEDIA CABLEVISION SYSTEMS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

years ended September 30, 1998, 1997 and 1996, was $678, $665 and $660,
respectively. Future minimum lease payments are as follows:

<TABLE>
<S> <C>
1999................................................. $ 690
2000................................................. 618
2001................................................. 524
2002................................................. 402
2003................................................. 396
Thereafter........................................... 3,267
</TABLE>

The Company also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Company anticipates that such
rentals will recur. Rent expense incurred for pole rental attachments for the
years ended September 30, 1998, 1997 and 1996, was $1,008, $840 and $578,
respectively.

LITIGATION

The Company is party to lawsuits that arise in the ordinary course of
conducting its business. In the opinion of management, after consulting with
legal counsel, the outcome of these lawsuits will not have a material adverse
effect on the Company's combined financial position or results of operations.

REGULATION IN THE CABLE TELEVISION INDUSTRY

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. The Company may be
required to refund additional amounts in the future.

The Combined Systems believe that they have complied in all material
respects with the provisions of the 1992 Cable Act, including the rate setting
provisions promulgated by the FCC. However, in jurisdictions that have chosen
not to certify, refunds covering the previous twelve-month period may be ordered
upon certification if a company is unable to justify its basic rates. The
Combined Systems are unable to estimate at this time the amount of refunds, if
any, that may be payable by the Combined Systems in the event certain of its
rates are successfully

F-106
<PAGE> 352
GREATER MEDIA CABLEVISION SYSTEMS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

challenged by franchising authorities or found to be unreasonable by the FCC.
The Combined Systems do not believe that the amount of any such refunds would
have a material adverse effect on their financial position or results of
operations.

The 1996 Telecom Act, among other things, immediately deregulated the rates
for certain small cable operators and in certain limited circumstances rates on
the basic service tier, and as of March 31, 1999, deregulates rates on the cable
programming service tier (CPST). The FCC is currently developing permanent
regulations to implement the rate deregulation provisions of the 1996 Telecom
Act. The Combined Systems cannot predict the ultimate effect of the 1996 Telecom
Act on their financial position or results of operations.

A number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility. State governmental agencies are
required to follow FCC rules when prescribing rate regulation, and thus, state
regulation of cable television rates is not allowed to be more restrictive than
the federal or local regulation. The Combined Systems are subject to state
regulation in Massachusetts.

10. SUBSEQUENT EVENT (UNAUDITED)

On June 30, 1999, Charter Communications Entertainment I, LLC, an indirect
subsidiary of Charter Communications Holdings Company, LLC purchased the
Combined Systems for an aggregate purchase price of $500 million plus a working
capital adjustment. Effective with this change of ownership, the Combined
Systems will be managed by Charter Investment, Inc.

F-107
<PAGE> 353

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
Renaissance Media Group LLC

We have audited the accompanying consolidated balance sheet of Renaissance
Media Group LLC as of December 31, 1998 and the related consolidated statements
of operations, changes in members' equity, and cash flows for the year ended
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Renaissance
Media Group LLC at December 31, 1998, and the consolidated results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

New York, New York
February 22, 1999
except for Note 11, as to which
the date is February 24, 1999

F-108
<PAGE> 354

RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1998
(IN THOUSANDS)

<TABLE>
<S> <C>
ASSETS

Cash and cash equivalents................................... $ 8,482
Accounts receivable -- trade (less allowance for doubtful
accounts of $92).......................................... 726
Accounts receivable -- other................................ 584
Prepaid expenses and other assets........................... 340
Escrow deposit.............................................. 150
Investment in cable television systems:
Property, plant and equipment............................. 71,246
Less: Accumulated depreciation............................ (7,294)
--------
63,952
--------
Cable television franchises............................... 236,489
Less: Accumulated amortization............................ (11,473)
--------
225,016
--------
Intangible assets......................................... 17,559
Less: Accumulated amortization............................ (1,059)
--------
16,500
--------
Total investment in cable television systems......... 305,468
--------
Total assets...................................... $315,750
========

LIABILITIES AND MEMBERS' EQUITY

Accounts payable............................................ $ 2,042
Accrued expenses(a)......................................... 6,670
Subscriber advance payments and deposits.................... 608
Deferred marketing support.................................. 800
Advances from Holdings...................................... 135
Debt........................................................ 209,874
--------
Total Liabilities................................. 220,129
--------

Members' Equity:
Paid in capital............................................. 108,600
Accumulated deficit......................................... (12,979)
--------
Total members' equity................................ 95,621
--------
Total liabilities and members' equity............. $315,750
========
</TABLE>

- ---------------
(a) includes accrued costs from transactions with affiliated companies of $921.

See accompanying notes to financial statements.
F-109
<PAGE> 355

RENAISSANCE MEDIA GROUP LLC

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)

<TABLE>
<S> <C>
REVENUES.................................................... $ 41,524
--------
COSTS & EXPENSES
Service Costs(a).......................................... 13,326
Selling, General & Administrative......................... 7,711
Depreciation & Amortization............................... 19,107
--------
Operating Income....................................... 1,380
Interest Income........................................ 158
Interest (Expense) (b)................................. (14,358)
--------
(Loss) Before Provision for Taxes...................... (12,820)
Provision for Taxes.................................... 135
--------
Net (Loss)............................................. $(12,955)
========
</TABLE>

- ---------------
(a) includes costs from transactions with affiliated companies of $7,523.

(b) includes $676 of amortization of deferred financing costs.

See accompanying notes to financial statements.
F-110
<PAGE> 356

RENAISSANCE MEDIA GROUP LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
PAID TOTAL
IN ACCUMULATED MEMBER'S
CAPITAL (DEFICIT) EQUITY
------- ----------- --------
<S> <C> <C> <C>
Contributed Members' Equity -- Renaissance Media
Holdings LLC and Renaissance Media LLC................ $ 15,000 $ (24) $14,976
Additional capital contributions........................ 93,600 -- 93,600
Net (Loss).............................................. -- (12,955) (12,955)
-------- -------- -------
Balance December 31, 1998............................... $108,600 $(12,979) $95,621
======== ======== =======
</TABLE>

See accompanying notes to financial statements.
F-111
<PAGE> 357

RENAISSANCE MEDIA GROUP LLC

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)

<TABLE>
<S> <C>
OPERATING ACTIVITIES:
Net (loss).................................................. $(12,955)
Adjustments to non-cash and non-operating items:
Depreciation and amortization............................. 19,107
Accretion on Senior Discount Notes........................ 7,363
Other non-cash charges.................................... 730
Changes in operating assets and liabilities:
Accounts receivable -- trade, net...................... (726)
Accounts receivable -- other........................... (584)
Prepaid expenses and other assets...................... (338)
Accounts payable....................................... 2,031
Accrued expenses....................................... 6,660
Subscriber advance payments and deposits............... 608
Deferred marketing support............................. 800
--------
Net cash provided by operating activities................... 22,696
--------
INVESTING ACTIVITIES:
Purchased cable television systems:
Property, plant and equipment.......................... (65,580)
Cable television franchises............................ (235,412)
Cash paid in excess of identifiable assets............. (8,608)
Escrow deposit............................................ (150)
Capital expenditures...................................... (5,683)
Cable television franchises............................... (1,077)
Other intangible assets................................... (526)
--------
Net cash (used in) investing activities..................... (317,036)
--------
FINANCING ACTIVITIES:
Debt acquisition costs.................................... (8,323)
Principal repayments on bank debt......................... (7,500)
Advances from Holdings.................................... 33
Proceeds from bank debt................................... 110,000
Proceeds from 10% Senior Discount Notes................... 100,012
Capital contributions..................................... 108,600
--------
Net cash provided by financing activities................... 302,822
--------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 8,482
CASH AND CASH EQUIVALENTS AT DECEMBER 31, 1997.............. --
--------
CASH AND CASH EQUIVALENTS AT DECEMBER 31, 1998.............. $ 8,482
========
SUPPLEMENTAL DISCLOSURES:
INTEREST PAID............................................. $ 4,639
========
</TABLE>

See accompanying notes to financial statements.
F-112
<PAGE> 358

RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

1. ORGANIZATION AND BASIS OF PRESENTATION

Renaissance Media Group LLC ("Group") was formed on March 13, 1998 by
Renaissance Media Holdings LLC ("Holdings"). Holdings is owned by Morgan Stanley
Capital Partners III, L.P. ("MSCP III"), Morgan Stanley Capital Investors, L.P.
("MSCI"), MSCP III 892 Investors, L.P. ("MSCP Investors" and, collectively, with
its affiliates, MSCP III and MSCI and their respective affiliates, the "Morgan
Stanley Entities"), Time Warner and the Management Investors. On March 20, 1998,
Holdings contributed to Group its membership interests in two wholly-owned
subsidiaries; Renaissance Media (Louisiana) LLC ("Louisiana") and Renaissance
Media (Tennessee) LLC ("Tennessee"), which were formed on January 7, 1998.
Louisiana and Tennessee acquired a 76% interest and 24% interest, respectively,
in Renaissance Media LLC ("Media") from Morgan Stanley Capital Partners III,
Inc. ("MSCP"), on February 13, 1998 through an acquisition of entities under
common control accounted for as if it were a pooling of interests. As a result,
Media became a subsidiary of Group and Holdings. Group and its aforementioned
subsidiaries are collectively referred to as the "Company". On April 9, 1998,
the Company acquired (the "Acquisition") six cable television systems (the
"Systems") from TWI Cable, Inc. ("TWI Cable"), a subsidiary of Time Warner Inc.
("Time Warner"). See Note 3. Prior to this Acquisition, the Company had no
operations other than start-up related activities.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NEW ACCOUNTING STANDARDS

During fiscal 1998, the Financial Accounting Standards Board ("FASB")
issued Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133").

FAS 133 provides a comprehensive and consistent standard for the
recognition and measurement of derivatives and hedging activities. The Company
will adopt FAS 133 as of January 1, 2000. The impact of the adoption on the
Company's consolidated financial statements is not expected to be material.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of the Company include the accounts
of the Company and its wholly owned subsidiaries. Significant intercompany
accounts and transactions have been eliminated.

CONCENTRATION OF CREDIT RISK

A significant portion of the customer base is concentrated within the local
geographical area of each of the individual cable television systems. The
Company generally extends credit to customers and the ultimate collection of
accounts receivable could be affected by the local economy. Management performs
continuous credit evaluations of its customers and may require cash in advance
or other special arrangements from certain customers. Management does not
believe that there is any significant credit risk which could have a material
effect on the Company's financial condition.

REVENUE AND COSTS

Subscriber fees are recorded as revenue in the period the related services
are provided and advertising revenues are recognized in the period the related
advertisements are exhibited.

F-113
<PAGE> 359
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

Rights to exhibit programming are purchased from various cable networks. The
costs of such rights are generally expensed as the related services are made
available to subscribers.

ADVERTISING COSTS

Advertising costs are expensed upon the first exhibition of the related
advertisements. Advertising expense amounted to $491 in 1998.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and investments in short-term,
highly liquid securities, which have maturities when purchased of three months
or less.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at purchased and capitalized
cost. Capitalized internal costs principally, consist of employee costs and
interest on funds borrowed during construction. Capitalized labor, materials and
associated overhead amounted to approximately $1,429 in 1998. Replacements,
renewals and improvements to installed cable plant are capitalized. Maintenance
and repairs are charged to expense as incurred. Depreciation expense for the
year ended December 31, 1998 amounted to $7,314. Property, plant and equipment
is depreciated using the straight-line method over the following estimated
service lives:

<TABLE>
<S> <C>
Buildings and leasehold improvements........................ 5 - 30 years
Cable systems, equipment and subscriber devices............. 5 - 30 years
Transportation equipment.................................... 3 - 5 years
Furniture, fixtures and office equipment.................... 5 - 10 years
</TABLE>

Property, plant and equipment at December 31, 1998 consisted of:

<TABLE>
<S> <C>
Land...................................................... $ 432
Buildings and leasehold improvements...................... 1,347
Cable systems, equipment and subscriber devices........... 62,740
Transportation equipment.................................. 2,181
Furniture, Fixtures and office equipment.................. 904
Construction in progress.................................. 3,642
-------
71,246
Less: accumulated depreciation.............................. (7,294)
-------
Total............................................. $63,952
=======
</TABLE>

F-114
<PAGE> 360
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

CABLE TELEVISION FRANCHISES AND INTANGIBLE ASSETS

Cable television franchise costs include the assigned fair value, at the
date of acquisition, of the franchises from purchased cable television systems.
Intangible assets include goodwill, deferred financing and other intangible
assets. Cable television franchises and intangible assets are amortized using
the straight-line method over the following estimated useful lives:

<TABLE>
<S> <C>
Cable television franchises................................. 15 years
Goodwill.................................................... 25 years
Deferred financing and other intangible assets.............. 2 - 10 years
</TABLE>

Intangible assets at December 31, 1998 consisted of:

<TABLE>
<S> <C>
Goodwill.................................................... $ 8,608
Deferred Financing Costs.................................... 8,323
Other intangible assets..................................... 628
-------
17,559
Less: accumulated amortization.............................. (1,059)
-------
Total............................................. $16,500
=======
</TABLE>

The Company periodically reviews the carrying value of its long-lived
assets, including property, plant and equipment, cable television franchises and
intangible assets, whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. To the extent the estimated future cash
inflows attributable to the asset, less estimated future cash outflows, is less
than the carrying amount, an impairment loss is recognized to the extent that
the carrying value of such asset is greater than its fair value.

ESTIMATES USED IN FINANCIAL STATEMENT PRESENTATION

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

3. ACQUISITIONS

TWI CABLE

On April 9, 1998, the Company acquired six cable television systems from
TWI Cable. The systems are clustered in southern Louisiana, western Mississippi
and western Tennessee. This Acquisition represented the first acquisition by the
Company. The purchase price for the systems was $309,500 which was paid as
follows: TWI Cable received $300,000 in cash, inclusive of an escrow deposit of
$15,000, and a $9,500 (9,500 units) equity interest in Renaissance Media
Holdings LLC, the parent company of Group. In addition to the purchase price,
the Company incurred approximately $1,385 in transaction costs, exclusive of
financing costs.

The Acquisition was accounted for using the purchase method and,
accordingly, results of operations are reported from the date of the Acquisition
(April 9, 1998). The excess of the

F-115
<PAGE> 361
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

purchase price over the estimated fair value of the tangible assets acquired has
been allocated to cable television franchises and goodwill in the amount of
$235,387 and $8,608, respectively.

DEFFNER CABLE

On August 31, 1998, the Company acquired the assets of Deffner Cable, a
cable television company located in Gadsden, Tennessee. The purchase price was
$100 and was accounted for using the purchase method. The allocation of the
purchase price is subject to change, although management does not believe that
any material adjustment to such allocation is expected.

BAYOU VISION, INC.

On February 3, 1999, Media acquired the cable television assets of Bayou
Vision, Inc. and Gulf South Cable, Inc. serving approximately 1,950 subscribers
in the Villages of Estherwood, Morse and Mermentau and Acadia and Livingston
Parish, Louisiana. The cash purchase price was approximately $2,700 and was paid
out of available Company funds.

Unaudited Pro Forma summarized results of operations for the Company for
the year ended December 31, 1998 and 1997, assuming the Acquisition, Notes (as
hereinafter defined) offering and Credit Agreement (as hereinafter defined) had
been consummated on January 1, 1998 and 1997, are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------
1997 1998
---- ----
<S> <C> <C>
Revenues.................................................... $ 50,987 $ 56,745
Expenses.................................................... 53,022 55,210
-------- --------
Operating (loss) income..................................... (2,035) 1,535
Interest expense and other expenses......................... (19,740) (19,699)
-------- --------
Net (Loss).................................................. $(21,775) $(18,164)
======== ========
</TABLE>

4. DEBT

As of December 31, 1998, debt consisted of:

<TABLE>
<S> <C>
10.00% Senior Discount Notes at Accreted Value(a)........... $107,374
Credit Agreement(b)......................................... 102,500
--------
$209,874
========
</TABLE>

(a) On April 9, 1998, in connection with the Acquisition described in Note
3, the Company issued $163,175 principal amount at maturity, $100,012 initial
accreted value, of 10.00% senior discount notes due 2008 ("Notes"). The Notes
pay no interest until April 15, 2003. From and after April 15, 2003 the Notes
will bear interest, payable semi-annually in cash, at a rate of 10% per annum on
April 15 and October 15 of each year, commencing October 15, 2003. The Notes are
due on April 15, 2008.

(b) On April 9, 1998, Renaissance Media entered into a credit agreement
among Morgan Stanley & Co. Incorporated as Placement Agent, Morgan Stanley
Senior Funding Inc., as Syndication Agent, the Lenders, CIBC Inc., as
Documentation Agent and Bankers Trust Company as Administrative Agent (the
"Credit Agreement"). The aggregate commitments under the Credit

F-116
<PAGE> 362
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

Agreement total $150,000, consisting of a $40,000 revolver, $60,000 Tranche A
Term Loans and $50,000 Tranche B Term Loans (collectively the "Term Loans"). The
revolving credit and term loans are collateralized by a first lien position on
all present and future assets and the member's interest of Media, Louisiana and
Tennessee. The Credit Agreement provides for interest at varying rates based
upon various borrowing options and the attainment of certain financial ratios
and for commitment fees of 1/2% on the unused portion of the revolver. The
effective interest rate, including commitment fees and amortization of related
deferred financing costs and the interest-rate cap, for the year ended December
31, 1998 was 8.82%.

On April 9, 1998, $110,000 was borrowed under the Credit Agreement's
Tranche A and B Term Loans. On June 23, 1998, $7,500 was repaid resulting in
$102,500 of outstanding Tranche A and B Term Loans as of December 31, 1998.

As of December 31, 1998, the Company had unrestricted use of the $40,000
revolver. No borrowings had been made by the Company under the revolver through
that date.

Annual maturities of borrowings under the Credit Agreement for the years
ending December 31 are as follows:

<TABLE>
<S> <C>
1999........................................................ $ 776
2000........................................................ 1,035
2001........................................................ 2,701
2002........................................................ 9,506
2003........................................................ 11,590
2004........................................................ 11,590
Thereafter.................................................. 65,302
--------
102,500
Less: Current portion....................................... (776)
--------
$101,724
========
</TABLE>

The Credit Agreement and the Indenture pursuant to which the Notes were
issued contain restrictive covenants on the Company and subsidiaries regarding
additional indebtedness, investment guarantees, loans, acquisitions, dividends
and merger or sale of the subsidiaries and require the maintenance of certain
financial ratios.

Total interest cost incurred for the year ended December 31, 1998,
including commitment fees and amortization of deferred financing and
interest-rate cap costs was $14,358, net of capitalized interest of $42.

5. INTEREST RATE-CAP AGREEMENT

The Company purchases interest-rate cap agreements that are designed to
limit its exposure to increasing interest rates and are designated to its
floating rate debt. The strike price of these agreements exceeds the current
market levels at the time they are entered into. The interest rate indices
specified by the agreements have been and are expected to be highly correlated
with the interest rates the Company incurs on its floating rate debt. Payments
to be received as a result of the specified interest rate index exceeding the
strike price are accrued in other assets and are recognized as a reduction of
interest expense (the accrual accounting method). The cost of these agreements
is included in other assets and amortized to interest expense ratably during

F-117
<PAGE> 363
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

the life of the agreement. Upon termination of an interest-rate cap agreement,
any gain is deferred in other liabilities and amortized over the remaining term
of the original contractual life of the agreement as a reduction of interest
expense.

On December 1, 1997, the Company purchased an interest-rate cap agreement
from Morgan Stanley Capital Services Inc. The carrying value as of December 31,
1998 was $47. The fair value of the interest-rate cap, which is based upon the
estimated amount that the Company would receive or pay to terminate the cap
agreement as of December 31, 1998, taking into consideration current interest
rates and the credit worthiness of the counterparties, approximates its carrying
value.

The following table summarizes the interest-rate cap agreement:

<TABLE>
<CAPTION>
NOTIONAL INITIAL
PRINCIPAL EFFECTIVE TERMINATION CONTRACT FIXED RATE
AMOUNT TERM DATE DATE COST (PAY RATE)
- --------- ---- --------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
$100,000 2 years 12/1/97 12/1/99 $100 7.25%
</TABLE>

6. TAXES

For the year ended December 31, 1998, the provision for income taxes has
been calculated on a separate company basis. The components of the provision for
income taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1998
-----------------
<S> <C>
Federal:
Current................................................... $ --
Deferred.................................................. --
State:
Current................................................... 135
Deferred.................................................. --
----
Provision for income taxes............................. $135
====
</TABLE>

The Company's current state tax liability results from its obligation to
pay franchise tax in Tennessee and Mississippi and tax on capital in New York.

The Company has a net operating loss ("NOL") carryforward for income tax
purposes which is available to offset future taxable income. This NOL totals
approximately $14,900 and expires in the year 2018. The Company has established
a valuation allowance to offset the entire potential future tax benefit of the
NOL carryforward and, therefore, has recognized no deferred tax asset with
respect to the NOL.

Louisiana and Tennessee have elected to be treated as corporations for
federal income tax purposes and have not recorded any tax benefit for their
losses as the realization of theses losses by reducing future taxable income in
the carry forward period is uncertain at this time.

7. RELATED PARTY TRANSACTIONS

(a) TRANSACTIONS WITH MORGAN STANLEY ENTITIES

In connection with the Acquisition, Media entered into the Credit Agreement
with Morgan Stanley Senior Funding Inc. and Morgan Stanley & Co. Incorporated
acted as the Placement

F-118
<PAGE> 364
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

Agent for the Notes. In connection with these services the Morgan Stanley
Entities received customary fees and expense reimbursement.

(b) TRANSACTIONS WITH TIME WARNER AND RELATED PARTIES

In connection with the Acquisition, Media entered into an agreement with
Time Warner, pursuant to which Time Warner manages the Company's programming in
exchange for providing the Company access to certain Time Warner programming
arrangements.

Prior to the consummation of the Acquisition described in Note 3, Media
paid fees in 1998 to six senior executives of the Company who are investors in
the Company (the "Management Investors") for services rendered prior to their
employment by Media relating to the Acquisition and the Credit Agreement. These
fees totaled $287 and were recorded as transaction and financing costs.

(d) DUE TO MANAGEMENT INVESTORS

Prior to the formation of the Company, the Management Investors advanced
$1,000 to Holdings, which was used primarily for working capital purposes. Upon
formation of the Company, Holdings contributed certain assets and liabilities to
Group and the $1,000 advance from the Management Investors was recorded as paid
in capital.

(e) TRANSACTIONS WITH BOARD MEMBER

The Company has utilized the law firm of one of its board members for legal
services for the Acquisition, financing agreements and various ongoing legal
matters. These fees totaled approximately $1,348 for the year ended December 31,
1998.

8. ACCRUED EXPENSES

Accrued expenses as of December 31, 1998 consist of the following:

<TABLE>
<S> <C>
Accrued programming costs................................... $1,986
Accrued interest............................................ 1,671
Accrued franchise fees...................................... 1,022
Accrued legal and professional fees,........................ 254
Accrued salaries, wages and benefits........................ 570
Accrued property and sales tax.............................. 637
Other accrued expenses...................................... 530
------
$6,670
======
</TABLE>

9. EMPLOYEE BENEFIT PLAN

Effective April 9, 1998, the Company began sponsoring a defined
contribution plan which covers substantially all employees (the "Plan"). The
Plan provides for contributions from eligible employees up to 15% of their
compensation. The Company's contribution to the Plan is limited to 50% of each
eligible employee's contribution up to 10% of his or her compensation. The
Company has the right in any year to set the amount of the Company's
contribution percentage.

F-119
<PAGE> 365
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

Company matching contributions to the Plan for the year ended December 31, 1998
were approximately $97. All participant contributions and earnings are fully
vested upon contribution and company contributions and earnings vest 20% per
year of employment with the Company, becoming fully vested after five years.

10. COMMITMENTS AND CONTINGENCIES

(a) LEASES

The Company had rental expense under various lease and rental agreements
primarily for offices, tower sites and warehouses of approximately $125 in 1998.
In addition, the Company rents utility poles in its operations generally under
short term arrangements, but the Company expects these arrangements to recur.
Total rent expense for utility poles was approximately $620 in 1998. Future
minimum annual rental payments under noncancellable leases are as follows:

<TABLE>
<S> <C>
1999............................................... $162
2000............................................... 38
2001............................................... 24
2002............................................... 20
2003 and thereafter................................ 66
----
Total......................................... $310
====
</TABLE>

(b) EMPLOYMENT AGREEMENTS

Media has entered into employment agreements with six senior executives who
are also investors in Holdings. Under the conditions of five of the agreements
the employment term is five years, expiring in April 2003 and requires Media to
continue salary payments (including any bonus) through the term if the
executive's employment is terminated by Media without cause, as defined in the
employment agreement. Media's obligations under the employment agreements may be
reduced in certain situations based on actual operating performance relative to
the business plan, death or disability or by actions of the other senior
executives.

The employment agreement for one senior executive has a term of one year
and may be renewed annually. This agreement has been renewed through April 8,
2000.

In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996, Time
Warner agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of materials
and labor in connection with the plant upgrades up to 750 megahertz) by 1999
(approximately $23 million). This agreement with the FCC has been assumed by the
Company as part of the Acquisition.

11. SUBSEQUENT EVENT

On February 23, 1999, Holdings entered into an agreement with Charter
Communications, LLC and Charter Communications, Inc., to sell 100% of its
members' equity in the Company for approximately $459,000, subject to certain
closing conditions. This transaction is expected to close during the third
quarter of 1999.

F-120
<PAGE> 366
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

12. YEAR 2000 ISSUES (UNAUDITED)

The Company relies on computer systems, related software applications and
other control devices in operating and monitoring all major aspects of its
business, including, but not limited to, its financial systems (such as general
ledger, accounts payable, payroll and fixed asset modules), subscriber billing
systems, internal networks and telecommunications equipment. The Company also
relies, directly and indirectly, on the external systems of various independent
business enterprises, such as its suppliers and financial organizations, for the
accurate exchange of data.

The Company continues to assess the likely impact of Year 2000 issues on
its business operations, including its material information technology ("IT")
and non-IT applications. These material applications include all billing and
subscriber information systems, general ledger software, payroll systems,
accounting software, phone switches and certain headend applications, all of
which are third party supported.

The Company believes it has identified all systems that may be affected by
Year 2000 Issues. Concurrent with the identification phase, the Company is
securing compliance determinations relative to all identified systems. For those
systems that the Company believes are material, compliance programs have been
received or such systems have been certified by independent parities as Year
2000 compliant. For those material systems that are subject to compliance
programs, the Company expects to receive Year 2000 certifications from
independent parties by the second quarter 1999. Determinations of Year 2000
compliance requirements for less mission critical systems are in progress and
are expected to be completed in the second quarter of 1999.

With respect to third parties with which the Company has a material
relationship, the Company believes its most significant relationships are with
financial institutions, who receive subscriber monthly payments and maintain
Company bank accounts, and subscriber billing and management systems providers.
We have received compliance programs which if executed as planned should provide
a high degree of assurance that all Year 2000 issues will be addressed by mid
1999.

The Company has not incurred any material Year 2000 costs to date, and
excluding the need for contingency plans, does not expect to incur any material
Year 2000 costs in the future because most of its applications are maintained by
third parties who have borne Year 2000 compliance costs.

The Company cannot be certain that it or third parties supporting its
systems have resolved or will resolve all Year 2000 issues in a timely manner.
Failure by the Company or any such third party to successfully address the
relevant Year 2000 issues could result in disruptions of the Company's business
and the incurrence of significant expenses by the Company. Additionally, the
Company could be affected by any disruption to third parties with which the
Company does business if such third parties have not successfully addressed
their Year 2000 issues.

Failure to resolve Year 2000 issues could result in improper billing to the
Company's subscribers which could have a major impact on the recording of
revenue and the collection of cash as well as create significant customer
dissatisfaction. In addition, failure on the part of the financial institutions
with which the Company relies on for its cash collection and management services
could also have a significant impact on collections, results of operations and
the liquidity of the Company.

F-121
<PAGE> 367
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)

The Company has not yet finalized contingency plans necessary to handle the
most likely worst case scenarios. Before concluding as to possible contingency
plans, the Company must determine whether the material service providers
contemplate having such plans in place. In the event that contingency plans from
material service providers are not in place or are deemed inadequate, management
expects to have such plans in place by the third quarter of 1999.

F-122
<PAGE> 368

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
TWI Cable, Inc.

We have audited the accompanying combined balance sheet of the Picayune MS,
Lafourche LA, St. Tammany LA, St. Landry LA, Pointe Coupee LA, and Jackson TN
cable television systems, (collectively, the "Combined Systems") included in TWI
Cable, Inc. ("TWI Cable"), as of April 8, 1998, and the related combined
statements of operations, changes in net assets and cash flows for the period
from January 1, 1998 through April 8, 1998. These combined financial statements
are the responsibility of the Combined Systems' management. Our responsibility
is to express an opinion on these combined financial statements based on our
audit.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Combined Systems, included in TWI Cable, at April 8, 1998, and the combined
results of their operations and their cash flows for the period from January 1,
1998 through April 8, 1998, in conformity with generally accepted accounting
principles.

/s/ ERNST & YOUNG LLP

New York, New York
February 22, 1999

F-123
<PAGE> 369

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

COMBINED BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
APRIL 8, 1998
-------------
<S> <C>
ASSETS
Cash and cash equivalents................................... $ 7
Receivables, less allowance of $116......................... 576
Prepaid expenses and other assets........................... 438
Property, plant and equipment, net.......................... 35,992
Cable television franchises, net............................ 195,907
Goodwill and other intangibles, net......................... 50,023
--------
Total assets...................................... $282,943
========
LIABILITIES AND NET ASSETS
Accounts payable............................................ $ 63
Accrued programming expenses................................ 978
Accrued franchise fees...................................... 616
Subscriber advance payments and deposits.................... 593
Deferred income taxes....................................... 61,792
Other liabilities........................................... 747
--------
Total liabilities................................. 64,789
Total net assets.................................. 218,154
--------
Total liabilities and net assets.................. $282,943
========
</TABLE>

See accompanying notes to combined financial statements.
F-124
<PAGE> 370

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

COMBINED STATEMENT OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1, 1998
THROUGH
APRIL 8, 1998
---------------
<S> <C>
REVENUES.................................................... $15,221
COSTS AND EXPENSES:
Operating and programming................................... 3,603
Selling, general and administrative......................... 4,134
Depreciation and amortization............................... 5,031
(Gain) on disposal of fixed assets.......................... (96)
-------
Total costs and expenses.......................... 12,672
-------
Operating income............................................ 2,549
Provision for income taxes.................................. 1,191
-------
Net income.................................................. $ 1,358
=======
</TABLE>

See accompanying notes to combined financial statements.
F-125
<PAGE> 371

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

COMBINED STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<S> <C>
Balance at December 31, 1997................................ $224,546
Repayment of advances from Parent......................... (17,408)
Advances from Parent...................................... 9,658
Net income................................................ 1,358
--------
Balance at April 8, 1998.................................... $218,154
========
</TABLE>

See accompanying notes to combined financial statements.
F-126
<PAGE> 372

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

COMBINED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1, 1998
THROUGH
APRIL 8, 1998
---------------
<S> <C>
OPERATING ACTIVITIES:
Net income.................................................. $ 1,358
Adjustments for noncash and nonoperating items:
Income tax expense........................................ 1,191
Depreciation and amortization............................. 5,031
(Gain) on disposal of fixed assets........................ (96)
Changes in operating assets and liabilities:
Receivables, prepaids and other assets................. 289
Accounts payable, accrued expenses and other
liabilities........................................... (770)
Other balance sheet changes............................ (4)
--------
Net cash provided by operations............................. 6,999
--------
INVESTING ACTIVITIES:
Capital expenditures........................................ (613)
--------
Net cash used in investing activities....................... (613)
--------
FINANCING ACTIVITIES:
Net repayment of advances from Parent....................... (7,750)
--------
Net cash (used in) financing activities..................... (7,750)
INCREASE IN CASH AND CASH EQUIVALENTS....................... (1,364)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 1,371
--------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 7
========
</TABLE>

See accompanying notes to combined financial statements.
F-127
<PAGE> 373

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

The cable television systems operating in the metropolitan areas of
Picayune, Mississippi; Lafourche, Louisiana; St. Tammany, Louisiana; St. Landry,
Louisiana; Pointe Coupee, Louisiana; and Jackson, Tennessee (the "Combined
Systems") are principally engaged in the cable television business under
non-exclusive franchise agreements, which expire at various times beginning in
1999. The Combined Systems' operations consist primarily of selling video
programming which is distributed to subscribers for a monthly fee through a
network of coaxial and fiber-optic cables.

Prior to January 4, 1996, the Combined Systems were included in certain
subsidiaries of Cablevision Industries Corporation ("CVI"). On January 4, 1996,
CVI merged into a wholly owned subsidiary of Time Warner Inc. (the "CVI
Merger"). On October 1, 1996, Time Warner Inc. ("Time Warner") completed a
reorganization amongst certain of its wholly owned cable television subsidiaries
whereby CVI was renamed TWI Cable Inc. ("TWI Cable").

BASIS OF PRESENTATION

TWI Cable has sold the Combined Systems to Renaissance Media Holdings LLC
("Renaissance") pursuant to an Asset Purchase Agreement with Renaissance, dated
November 14, 1997 (see Note 8). Accordingly, the accompanying combined financial
statements of the Combined Systems reflect the "carved out" historical financial
position, results of operations, cash flows and changes in net assets of the
operations of the Combined Systems as if they had been operating as a separate
company. Effective as of January 1, 1996, the Combined Systems' financial
statements reflect the new basis of accounting arising from Time Warner's merger
with CVI. Based on Time Warner's allocation of the purchase price, the assets
and liabilities of the Combined Systems were revalued resulting in goodwill
allocated to the Combined Systems of approximately $52,971,000, which is being
amortized over its estimated life of 40 years. In addition, approximately
$220,981,000 was allocated to cable television franchises and other intangible
assets, which is being amortized over periods up to 20 years.

The combined statements have been adjusted to include the allocation of
certain corporate expenses incurred by Time Warner Cable and/or TWI Cable on the
Combined Systems' behalf, based upon the number of Combined System subscribers
managed by Time Warner Cable and the ratio of Combined System subscribers to
total TWI Cable subscribers, respectively. These allocations reflect all costs
of doing business that the Combined Systems would have incurred on a stand alone
basis as disclosed in Note 3. Management believes that these allocations are
reasonable.

BASIS OF COMBINATION

The combined financial statements include the assets, liabilities,
revenues, expenses, income, loss and cash flows of the Combined Systems, as if
the Combined Systems were a single company. Significant intercompany accounts
and transactions between the Combined Systems have been eliminated. Significant
accounts and transactions with Time Warner and its affiliates are disclosed as
related party transactions (see Note 3).

F-128
<PAGE> 374
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

USE OF ESTIMATES

The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the combined financial
statements and footnotes thereto. Actual results could differ from those
estimates.

CONCENTRATION OF CREDIT RISK

A significant portion of the customer base is concentrated within the local
geographical area of each of the individual cable television systems. The
Combined Systems generally extend credit to customers and the ultimate
collection of accounts receivable could be affected by the local economy.
Management performs continuous credit evaluations of its customers and may
require cash in advance or other special arrangements from certain customers.
Management does not believe that there is any significant credit risk which
could have a material effect on the financial condition of the Combined Systems.

REVENUE AND COSTS

Subscriber fees are recorded as revenue in the period the related services
are provided and advertising revenues are recognized in the period the related
advertisements are exhibited. Rights to exhibit programming are purchased from
various cable networks. The costs of such rights are generally expensed as the
related services are made available to subscribers.

FRANCHISE FEES

ADVERTISING COSTS

Advertising costs are expensed upon the first exhibition of the related
advertisements. Advertising expense amounted to $105,000 for the period from
January 1, 1998 through April 8, 1998.

STATEMENT OF CASH FLOWS

The Combined Systems participate in a cash management system with
affiliates whereby cash receipts are transferred to a centralized bank account
from which centralized payments to various suppliers and creditors are made on
behalf of the Combined Systems. The excess of such cash receipts over payments
is included in net assets. Amounts shown as cash represent the Combined Systems'
net cash receipts not transferred to the centralized account as of December 31,
1996 and 1997. The average net intercompany payable balances was $166,522,000
for the period from January 1, 1998 through April 8, 1998.

For purposes of this statement, cash and cash equivalents includes all
highly liquid investments purchased with original maturities of three months or
less.

F-129
<PAGE> 375
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Additions to property,
plant and equipment generally include material, labor, overhead and interest.
Depreciation is provided on the straight-line method over estimated useful lives
as follows:

<TABLE>
<S> <C>
Buildings and improvements.................................. 5-20 years
Cable television equipment.................................. 5-15 years
Furniture, fixtures and other equipment..................... 3-10 years
</TABLE>

Property, plant and equipment consist of:

<TABLE>
<CAPTION>
APRIL 8, 1998
-------------
(IN THOUSANDS)
<S> <C>
Land and buildings.......................................... $ 2,255
Cable television equipment.................................. 40,276
Furniture, fixtures and other equipment..................... 2,308
Construction in progress.................................... 1,183
--------
46,022
Less accumulated depreciation............................... (10,030)
--------
Total............................................. $ 35,992
========
</TABLE>

INTANGIBLE ASSETS

The Combined Systems amortized goodwill over periods up to 40 years and
cable television franchises over periods up to 20 years, both using the
straight-line method. For the period from January 1, 1998 through April 8, 1998
amortization of goodwill amounted to $360,000 and amortization of cable
television franchises amounted to $3,008,000. Accumulated amortization of
intangible assets amounted to $28,114,000 at April 8, 1998.

IMPAIRMENT

Management separately reviews the carrying value of acquired long-lived
assets for each acquired entity on a quarterly basis to determine whether an
impairment may exist. Management considers relevant cash flow and profitability
information, including estimated future operating results, trends and other
available information, in assessing whether the carrying value of long-lived
assets can be recovered. Upon a determination that the carrying value of
long-lived assets will not be recovered from the undiscounted future cash flows
of the acquired business, the carrying value of such long-lived assets would be
considered impaired and would be reduced by a charge to operations in the amount
of the impairment. An impairment charge is measured as a deficiency in estimated
discounted future cash flows of the acquired business to recover the carrying
value related to the long-lived assets.

INCOME TAXES

F-130
<PAGE> 376
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

amount of assets and liabilities for financial statements and income tax
purposes, as determined under enacted tax laws and rates.

2. EMPLOYEE BENEFIT PLANS

Following the CVI Merger, the Combined Systems began participation in the
Time Warner Cable Pension Plan (the "Pension Plan"), a non-contributory defined
benefit pension plan, and the Time Warner Cable Employee Savings Plan (the
"Savings Plan") which are administered by a committee appointed by the Board of
Representatives of Time Warner Entertainment Company, L.P. ("TWE"), an affiliate
of Time Warner, and which cover substantially all employees.

Benefits under the Pension Plan are determined based on formulas which
reflect an employee's years of service and compensation levels during the
employment period. Pension expense for the period from January 1, 1998 through
April 8, 1998 totaled $61,000.

The Combined Systems' contributions to the Savings Plan are limited to
6.67% of an employee's eligible compensation during the plan year. The Board of
Representatives of TWE has the right in any year to set the maximum amount of
the Combined Systems' contribution. Defined contribution plan expense for the
period from January 1, 1998 through April 8, 1998 totaled $38,000.

The Combined Systems have no material obligations for other post retirement
benefits.

3. RELATED PARTIES

In the normal course of conducting business, the Combined Systems had
various transactions with Time Warner and its affiliates, generally on terms
resulting from a negotiation between the affected units that in management's
view resulted in reasonable allocations.

PROGRAMMING

Included in the Combined Systems' operating expenses are charges for
programming and promotional services provided by Home Box Office, Turner
Broadcasting System, Inc. and other affiliates of Time Warner. These charges are
based on customary rates and are in the ordinary course of business. These
charges totaled $1,164,000 for the period from January 1, 1998 through April 8,
1998. Accrued related party expenses for these programming and promotional
services included in accrued programming expenses approximated $409,000 for the
period from January 1, 1998 through April 8, 1998.

MANAGEMENT FEES

TWI Cable entered into a management service arrangement with Time Warner
Cable ("TWC"), pursuant to which TWC is responsible for the management and
operation of TWI Cable, which includes the Combined Systems. The management fees
paid to TWC by TWI Cable are based on an allocation of the corporate expenses of
TWC's cable division in proportion to the respective number of subscribers of
all cable systems managed by TWC's cable division. The allocation of the TWI
Cable management fee to the Combined Systems approximated $486,000 for the
period from January 1, 1998 through April 8, 1998.

Other divisional expenses allocated to the Combined Systems approximated
$299,000 for the period from January 1, 1998 through April 8, 1998.

F-131
<PAGE> 377
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

4. INTEREST EXPENSE

Prior to the CVI Merger, the Jackson, Tennessee system was included in
Cablevision Industries Limited Partnership and Combined Entities ("CILP"). The
Jackson system was charged interest expense in connection with CILP's (a) senior
and subordinated bank credit agreements; and (b) senior unsecured subordinated
Series A and Series B notes payable to CVI. The remaining five systems
comprising the Combined Systems were included in Cablevision Industries of the
Southeast, Inc. and Combined Entities ("CIOS"). These systems were charged
interest expense in connection with CIOS's (a) bank revolving credit agreement;
and (b) junior and senior subordinated debt to CVI.

5. INCOME TAXES

Effective January 4, 1996, the Combined Systems are included in the
consolidated federal income tax return of Time Warner. Prior to January 4, 1996,
the Combined Systems were included in the consolidated federal income tax return
of CVI. The provision for income taxes has been calculated on a separate company
basis. The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM JANUARY 1, 1998
THROUGH
APRIL 8, 1998
--------------------
(IN THOUSANDS)
<S> <C>
Federal:
Current................................................. $ --
Deferred................................................ 962
State:
Current................................................. --
Deferred................................................ 229
------
Net provision for income taxes....................... $1,191
======
</TABLE>

The Combined Systems did not, and will not, have a tax sharing agreement
with either Time Warner, TWI Cable or CVI. Therefore, the Combined Systems have
not and will not be compensated for the utilization of the Combined Systems' tax
losses, by Time Warner, TWI Cable or CVI. In addition, the Combined Systems have
not and will not be required to make payments to either Time Warner or TWI Cable
for the current tax provision of the Combined Systems.

The differences between the income tax provision expected at the U.S.
federal statutory income tax rate and the total income tax provision are due to
nondeductible goodwill amortization and state taxes.

F-132
<PAGE> 378
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Significant components of the Combined Systems' deferred tax assets and
liabilities, as calculated on a separate company basis, are as follows:

<TABLE>
<CAPTION>
APRIL 8, 1998
-------------
(IN THOUSANDS)
<S> <C>
Deferred tax liabilities:
Amortization.............................................. $57,817
Depreciation.............................................. 4,181
-------
Total gross deferred tax liabilities.............. 61,998
-------
Deferred tax assets:
Tax loss carryforwards.................................... 160
Allowance for doubtful accounts........................... 46
-------
Total deferred tax assets......................... 206
-------
Net deferred tax liability........................ $61,792
=======
</TABLE>

On a separate company basis, the Combined Systems have tax loss
carryforwards of approximately $400,000 at April 8, 1998. However, if the
Combined Systems are acquired in an asset purchase, the tax loss carryforwards,
and net deferred tax liabilities relating to temporary differences will not
carry over to Renaissance (see Note 8).

6. COMMITMENTS AND CONTINGENCIES

The Combined Systems had rental expense of approximately $244,000 for the
period from January 1, 1998 through April 8, 1998 under various lease and rental
agreements for offices, utility poles, warehouses and computer equipment. Future
minimum annual rental payments under noncancellable leases will approximate
$1,000,000 annually over the next five years.

In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996, TWC
has agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of materials
and labor in connection with the plant upgrades up to 750 megahertz) over the
next three years (approximately $25 million at December 31, 1997). This
agreement with the FCC, which extends to the Combined Systems, will be assumed
by Renaissance as it relates to the Combined Systems in accordance with the
Asset Purchase Agreement.

F-133
<PAGE> 379
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

7. OTHER LIABILITIES

Other liabilities consist of:

<TABLE>
<CAPTION>
APRIL 8, 1998
-------------
(IN THOUSANDS)
<S> <C>
Compensation................................................ $279
Data Processing Costs....................................... 161
Sales and other taxes....................................... 146
Copyright Fees.............................................. 35
Pole Rent................................................... 93
Other....................................................... 33
----
Total............................................. $747
====
</TABLE>

8. SUBSEQUENT EVENT

The sale of the Combined Systems, in connection with the Asset Purchase
Agreement with Renaissance, closed on April 9, 1998 at the purchase price of
$309,500,000.

F-134
<PAGE> 380

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
TWI Cable Inc.

We have audited the accompanying combined balance sheets of the Picayune
MS, Lafourche LA, St. Tammany LA, St. Landry LA, Pointe Coupee LA, and Jackson
TN cable television systems, (collectively, the "Combined Systems") included in
TWI Cable, Inc. ("TWI Cable"), as of December 31, 1996 and 1997, the related
combined statements of operations, changes in net assets and cash flows for the
years then ended. In addition, we have audited the combined statement of
operations and cash flows for the year ended December 31, 1995 of the
Predecessor Combined Systems. These combined financial statements are the
responsibility of the Combined Systems' or the Predecessor's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Combined
Systems, included in TWI Cable or the Predecessor, at December 31, 1996 and
1997, and the combined results of their operations and their cash flows for the
years ended December 31, 1995, 1996 and 1997, in conformity with generally
accepted accounting principles.

/s/ ERNST & YOUNG LLP

New York, New York
March 16, 1998

F-135
<PAGE> 381

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

COMBINED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
---- ----
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 570 $ 1,371
Receivables, less allowance of $71 and $116 for the years
ended December 31, 1996 and 1997, respectively............ 794 1,120
Prepaid expenses and other assets........................... 45 183
Property, plant and equipment, net.......................... 36,966 36,944
Cable television franchises, net............................ 209,952 198,913
Goodwill and other intangibles, net......................... 51,722 50,383
-------- --------
Total assets...................................... $300,049 $288,914
======== ========
LIABILITIES AND NET ASSETS
Accounts payable............................................ $ 1,640 $ 652
Accrued programming expenses................................ 847 904
Accrued franchise fees...................................... 736 835
Subscriber advance payments and deposits.................... 66 407
Deferred income taxes....................................... 58,340 60,601
Other liabilities........................................... 945 969
-------- --------
Total liabilities................................. 62,574 64,368
Total net assets.................................. 237,475 224,546
-------- --------
Total liabilities and net assets.................. $300,049 $288,914
======== ========
</TABLE>

See accompanying notes to combined financial statements.
F-136
<PAGE> 382

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS

COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1995 1996 1997
---- ---- ----
(PREDECESSOR) (INCLUDED IN TWI CABLE INC.)
<S> <C> <C> <C>
REVENUES............................................ $43,549 $47,327 $50,987
COSTS AND EXPENSES:
Operating and programming........................... 13,010 12,413 12,101
Selling, general and administrative................. 9,977 12,946 13,823
Depreciation and amortization....................... 17,610 18,360 18,697
(Gain) loss on disposal of fixed assets............. -- (244) 620
------- ------- -------
Total costs and expenses.................. 40,597 43,475 45,241
------- ------- -------
Operating income.................................... 2,952 3,852 5,746
Interest expense.................................... 11,871 -- --
------- ------- -------
(Loss) income before income tax (benefit) expense... (8,919) 3,852 5,746
Income tax (benefit) expense........................ (3,567) 1,502 2,262
------- ------- -------
Net (loss) income................................... $(5,352) $ 2,350 $ 3,484
======= ======= =======
</TABLE>

See accompanying notes to combined financial statements.
F-137
<PAGE> 383

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

COMBINED STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<S> <C>
Contribution by Parent...................................... $250,039
Repayment of advances from Parent......................... (47,895)
Advances from Parent...................................... 32,981
Net income................................................ 2,350
--------
Balance at December 31, 1996................................ 237,475
Repayment of advances from Parent......................... (50,661)
Advances from Parent...................................... 34,248
Net income................................................ 3,484
--------
Balance at December 31, 1997................................ $224,546
========
</TABLE>

See accompanying notes to combined financial statements.
F-138
<PAGE> 384

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1995 1996 1997
---- ---- ----
(PREDECESSOR) (INCLUDED IN TWI CABLE INC.)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income..................................... $(5,352) $ 2,350 $ 3,484
Adjustments for noncash and nonoperating items:
Income tax (benefit) expense..................... (3,567) 1,502 2,262
Depreciation and amortization.................... 17,610 18,360 18,697
(Gain) loss on disposal
of fixed assets................................ -- (244) 620
Changes in operating assets and liabilities:
Receivables, prepaids and other
assets...................................... (196) 944 (464)
Accounts payable, accrued expenses and other
liabilities................................. (972) 176 (466)
Other balance sheet changes.................... -- -- (529)
------- --------- --------
Net cash provided by operations....................... 7,523 23,088 23,604
INVESTING ACTIVITIES:
Purchase of Predecessor cable systems, net of cash
acquired............................................ -- (249,473) --
Capital expenditures.................................. (7,376) (8,170) (6,390)
------- --------- --------
Net cash used in investing activities................. (7,376) (257,643) (6,390)
FINANCING ACTIVITIES:
Advance from Parent for purchase of Predecessor....... -- 250,039 --
Net repayment of advances from Parent................. -- (14,914) (16,413)
------- --------- --------
Net cash provided by (used in) financing activities... -- 235,125 (16,413)
INCREASE IN CASH AND CASH EQUIVALENTS................. 147 570 801
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD...... 419 0 570
------- --------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............ $ 566 $ 570 $ 1,371
======= ========= ========
</TABLE>

See accompanying notes to combined financial statements.
F-139
<PAGE> 385

PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

BASIS OF PRESENTATION

TWI Cable has committed to sell the Combined Systems to Renaissance Media
Holdings LLC ("Renaissance") pursuant to an Asset Purchase Agreement with
Renaissance, dated November 14, 1997. Accordingly, the accompanying combined
financial statements of the Combined Systems reflect the "carved out" historical
financial position, results of operations, cash flows and changes in net assets
of the operations of the Combined Systems as if they had been operating as a
separate company. Effective as of January 1, 1996, the Combined Systems'
financial statements reflect the new basis of accounting arising from Time
Warner's merger with CVI. Based on Time Warner's allocation of the purchase
price, the assets and liabilities of the Combined Systems were revalued
resulting in goodwill allocated to the Combined Systems of approximately
$52,971,000, which is being amortized over its estimated life of 40 years. In
addition, approximately $220,981,000 was allocated to cable television
franchises and other intangible assets, which is being amortized over periods up
to 20 years. The Combined Systems' financial statements through December 31,
1995 reflect the historical cost of their assets and liabilities and results of
their operations.

BASIS OF COMBINATION

F-140
<PAGE> 386
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

USE OF ESTIMATES

CONCENTRATION OF CREDIT RISK

REVENUE AND COSTS

FRANCHISE FEES

Local governmental authorities impose franchise fees on the cable
television systems owned by the Combined Systems ranging up to a federally
mandated maximum of 5.0% of gross revenues. On a monthly basis, such fees are
collected from the Combined Systems' customers. Prior to January 1997, franchise
fees were not separately itemized on customers' bills. Such fees were considered
part of the monthly charge for basic services and equipment, and therefore were
reported as revenue and expense in the Combined Systems' financial results.
Management began the process of itemizing such fees on all customers' bills
beginning in January 1997. In conjunction with itemizing these charges, the
Combined Systems began separately collecting the franchise fee on all revenues
subject to franchise fees. As a result, such fees are no longer included as
revenue or as franchise fee expense. The net effect of this change is a
reduction in 1997 revenue and franchise fee expense of approximately $1,500,000
versus the comparable period in 1996.

ADVERTISING COSTS

Advertising costs are expensed upon the first exhibition of the related
advertisements. Advertising expense amounted to $308,000, $632,000 and $510,000
for the years ended 1995, 1996 and 1997, respectively.

STATEMENT OF CASH FLOWS

The Combined Systems participate in a cash management system with
affiliates whereby cash receipts are transferred to a centralized bank account
from which centralized payments to various suppliers and creditors are made on
behalf of the Combined Systems. The excess of
F-141
<PAGE> 387
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

such cash receipts over payments is included in net assets. Amounts shown as
cash represent the Combined Systems' net cash receipts not transferred to the
centralized account as of December 31, 1996 and 1997. The average net
intercompany payable balances were $173,348,000 and $170,438,000 for the years
ended December 31, 1996 and 1997, respectively.

For purposes of this statement, cash and cash equivalents includes all
highly liquid investments purchased with original maturities of three months or
less.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1996 1997
---- ----
<S> <C> <C>
Land and buildings.......................................... $ 2,003 $ 2,265
Cable television equipment.................................. 32,324 39,589
Furniture, fixtures and other equipment..................... 1,455 2,341
Construction in progress.................................... 5,657 1,028
------- -------
41,439 45,223
Less accumulated depreciation............................... (4,473) (8,279)
------- -------
Total............................................. $36,966 $36,944
======= =======
</TABLE>

INTANGIBLE ASSETS

During 1996 and 1997, the Combined Systems amortized goodwill over periods
up to 40 years and cable television franchises over periods up to 20 years, both
using the straight-line method. Prior to the CVI Merger, goodwill and cable
television franchises were amortized over 15 years using the straight-line
method. For the years ended 1995, 1996, and 1997, amortization of goodwill
amounted to $8,199,000, $1,325,000, and $1,325,000, respectively, and
amortization of cable television franchises amounted to $1,284,000, $11,048,000,
and $11,048,000, respectively. Accumulated amortization of intangible assets at
December 31, 1996 and 1997 amounted to $12,373,000 and $24,746,000,
respectively.

IMPAIRMENT

F-142
<PAGE> 388
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

will not be recovered from the undiscounted future cash flows of the acquired
business, the carrying value of such long-lived assets would be considered
impaired and would be reduced by a charge to operations in the amount of the
impairment. An impairment charge is measured as a deficiency in estimated
discounted future cash flows of the acquired business to recover the carrying
value related to the long-lived assets.

INCOME TAXES

Income taxes have been provided using the liability method prescribed by
FASB Statement No. 109, "Accounting for Income Taxes." Under the liability
method, deferred income taxes reflect tax carryforwards and the net tax effects
of temporary differences between the carrying amount of assets and liabilities
for financial statements and income tax purposes, as determined under enacted
tax laws and rates.

2. EMPLOYEE BENEFIT PLANS

Benefits under the Pension Plan are determined based on formulas which
reflect an employee's years of service and compensation levels during the
employment period. Pension expense for the years ended December 31, 1996 and
1997 totaled $184,000 and $192,000, respectively.

The Combined Systems' contributions to the Savings Plan are limited to
6.67% of an employee's eligible compensation during the plan year. The Board of
Representatives of TWE has the right in any year to set the maximum amount of
the Combined Systems' contribution. Defined contribution plan expense for the
years ended December 31, 1996 and 1997 totaled $107,000 and $117,000,
respectively.

Prior to the CVI Merger, substantially all employees were eligible to
participate in a profit sharing plan or a defined contribution plan. The profit
sharing plan provided that the Combined Systems may contribute, at the
discretion of their board of directors, an amount up to 15% of compensation for
all eligible participants out of its accumulated earnings and profits, as
defined. Profit sharing expense amounted to approximately $31,000 for the year
ended December 31, 1995.

The defined contribution plan contained a qualified cash or deferred
arrangement pursuant to Internal Revenue Code Section 401(k). This plan provided
that eligible employees may contribute from 2% to 10% of their compensation to
the plan. The Combined Systems matched contributions of up to 4% of the
employees' compensation. The expense for this plan amounted to approximately
$96,000 for the year ended December 31, 1995.

The Combined Systems have no material obligations for other post retirement
benefits.

F-143
<PAGE> 389
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

3. RELATED PARTIES

PROGRAMMING

Included in the Combined Systems' 1996 and 1997 operating expenses are
charges for programming and promotional services provided by Home Box Office,
Turner Broadcasting System, Inc. and other affiliates of Time Warner. These
charges are based on customary rates and are in the ordinary course of business.
For the year ended December 31, 1996 and 1997, these charges totaled $3,260,000
and $3,458,000, respectively. Accrued related party expenses for these
programming and promotional services included in accrued programming expenses
approximated $327,000 and $291,000 for the years ended December 31, 1996 and
1997, respectively. There were no such programming and promotional service
related party transactions in 1995.

MANAGEMENT FEES

TWI Cable entered into a management service arrangement with Time Warner
Cable ("TWC"), pursuant to which TWC is responsible for the management and
operation of TWI Cable, which includes the Combined Systems. The management fees
paid to TWC by TWI Cable are based on an allocation of the corporate expenses of
TWC's cable division in proportion to the respective number of subscribers of
all cable systems managed by TWC's cable division. The allocation of the TWI
Cable management fee to the Combined Systems approximated $1,432,000 and
$1,715,000 for the years ended December 31, 1996 and 1997, respectively.

Other divisional expenses allocated to the Combined Systems approximated
$1,301,000 and $1,067,000 for the years ended December 31, 1996 and 1997,
respectively.

4. INTEREST EXPENSE

5. INCOME TAXES

F-144
<PAGE> 390
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

taxes has been calculated on a separate company basis. The components of the
provision (benefit) for income taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1995 1996 1997
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
FEDERAL:
Current............................. $ -- $ -- $ --
Deferred............................ (2,881) 1,213 1,826
STATE:
Current............................. -- -- --
Deferred............................ (686) 289 436
------- ------ ------
Net provision (benefit) for income
taxes............................ $(3,567) $1,502 $2,262
======= ====== ======
</TABLE>

The differences between the income tax provision (benefit) expected at the
U.S. federal statutory income tax rate and the total income tax provision
(benefit) are due to nondeductible goodwill amortization and state taxes.

Significant components of the Combined Systems' deferred tax assets and
liabilities, as calculated on a separate company basis, are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1997
---- ----
(IN THOUSANDS)
<S> <C> <C>
DEFERRED TAX LIABILITIES:
Amortization............................... $61,266 $58,507
Depreciation............................... 3,576 4,060
------- -------
Total gross deferred tax
liabilities...................... 64,842 62,567
------- -------
DEFERRED TAX ASSETS:
Tax loss carryforwards..................... 6,474 1,920
Allowance for doubtful accounts............ 28 46
------- -------
Total deferred tax assets.......... 6,502 1,966
------- -------
Net deferred tax liability................. $58,340 $60,601
======= =======
</TABLE>

On a separate company basis, the Combined Systems have tax loss
carryforwards of approximately $4.8 million at December 31, 1997. However, if
the Combined Systems are acquired in an asset purchase, the tax loss
carryforwards, and net deferred tax liabilities relating to temporary
differences will not carry over to Renaissance (see Note 8).

F-145
<PAGE> 391
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

6. COMMITMENTS AND CONTINGENCIES

The Combined Systems had rental expense of approximately $642,000,
$824,000, and $843,000 for the years ended December 31, 1995, 1996 and 1997,
respectively, under various lease and rental agreements for offices, utility
poles, warehouses and computer equipment. Future minimum annual rental payments
under noncancellable leases will approximate $1,000,000 annually over the next
five years.

In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996, TWC
has agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of materials
and labor in connection with the plant upgrades up to 750 megahertz) over the
next three years (approximately $22 million). This agreement with the FCC, which
extends to the Combined Systems, will be assumed by Renaissance as it relates to
the Combined Systems in accordance with the Asset Purchase Agreement.

7. OTHER LIABILITIES

Other liabilities consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
------------
1996 1997
---- ----
(IN THOUSANDS)
<S> <C> <C>
Compensation................................................ $217 $250
Data Processing Costs....................................... 100 90
Sales and other taxes....................................... 101 90
Copyright Fees.............................................. 85 83
Pole Rent................................................... 66 63
Other....................................................... 376 393
---- ----
Total.................................................. $945 $969
==== ====
</TABLE>

8. SUBSEQUENT EVENT (UNAUDITED)

The sale of the Combined Systems, in connection with the Asset Purchase
Agreement with Renaissance, closed on April 9, 1998 at the purchase price of
$309,500,000.

F-146
<PAGE> 392

INDEPENDENT AUDITORS' REPORT

The Partners
Helicon Partners I, L.P.:

We have audited the accompanying combined balance sheets of Helicon Partners I,
L.P. and affiliates as of December 31, 1997 and 1998, and the related combined
statements of operations, changes in partners' deficit, and cash flows for each
of the years in the three-year period ended December 31, 1998. These combined
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Helicon Partners I,
L.P. and affiliates as of December 31, 1997 and 1998 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ KPMG LLP

New York, New York
March 26, 1999

F-147
<PAGE> 393

HELICON PARTNERS I, L.P. AND AFFILIATES

COMBINED BALANCE SHEETS
DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
------------- -------------
<S> <C> <C>
ASSETS (NOTES 8 AND 9)
Cash and cash equivalents (note 2)..................... $ 4,372,281 $ 5,130,561
Receivables from subscribers........................... 1,439,720 1,631,931
Prepaid expenses and other assets...................... 2,205,794 3,469,228
Property, plant and equipment, net (notes 3, 4, and
11).................................................. 80,104,377 86,737,580
Intangible assets and deferred costs, net (notes 3 and
5)................................................... 85,066,665 94,876,847
------------- -------------
Total assets................................. $ 173,188,837 $ 191,846,147
============= =============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Accounts payable..................................... $ 7,416,901 $ 8,037,193
Accrued expenses..................................... 1,539,116 1,589,240
Subscriptions received in advance.................... 1,018,310 819,564
Accrued interest..................................... 3,760,360 3,742,456
Due to principal owner (note 7)...................... 5,000,000 5,000,000
Senior secured notes (note 8)........................ 115,000,000 115,000,000
Loans payable to banks (note 9)...................... 85,776,641 120,266,922
12% subordinated notes, net of unamortized discount
of $2,889,541 in 1997 and $2,543,869 in 1998 (note
10)............................................... 37,249,948 42,672,085
Redeemable partnership interests (note 10)........... 6,437,142 16,253,906
Other notes payable (note 11)........................ 5,747,076 5,448,804
Due to affiliates, net (note 6)...................... 71,474 247,042
------------- -------------
Total liabilities............................ 269,016,968 319,077,212
------------- -------------
Commitments (notes 8, 9, 10, 11 and 13)
Partners' deficit (note 12):
Preferred limited partners........................... 7,649,988 8,567,467
Accumulated partners' deficit........................ (103,477,119) (135,797,532)
Less capital contribution receivable................. (1,000) (1,000)
------------- -------------
Total partners' deficit...................... (95,828,131) (127,231,065)
------------- -------------
Total liabilities and partners' deficit...... $ 173,188,837 $ 191,846,147
============= =============
</TABLE>

See accompanying notes to combined financial statements.

F-148
<PAGE> 394

HELICON PARTNERS I, L.P. AND AFFILIATES

COMBINED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Revenues.................................... $ 42,061,537 $ 59,957,434 $ 75,576,810
------------ ------------ ------------
Operating expenses:
Operating expenses (note 13).............. 11,395,509 17,408,265 22,687,850
General and administrative expenses (notes
6 and 13).............................. 7,244,663 9,762,931 13,365,824
Marketing expenses........................ 1,235,553 2,266,627 3,521,893
Depreciation and amortization............. 12,556,023 19,411,813 24,290,088
Management fee charged by affiliate (note
6)..................................... 2,103,077 2,997,872 3,496,271
Corporate and other expenses.............. 426,672 549,222 602,987
------------ ------------ ------------
Total operating expenses.......... 34,961,497 52,396,730 67,964,913
------------ ------------ ------------
Operating income.......................... 7,100,040 7,560,704 7,611,897
------------ ------------ ------------
Interest expense (note 7)................... (17,418,266) (23,586,227) (27,633,714)
Interest income............................. 563,362 154,037 92,967
------------ ------------ ------------
(16,854,904) (23,432,190) (27,540,747)
------------ ------------ ------------
Loss before extraordinary item............ (9,754,864) (15,871,486) (19,928,850)
------------ ------------ ------------
Extraordinary item -- write-off of deferred
financing costs (note 9).................. -- -- (1,657,320)
------------ ------------ ------------
Net loss.................................. $ (9,754,864) $(15,871,486) $(21,586,170)
============ ============ ============
</TABLE>

See accompanying notes to combined financial statements.

F-149
<PAGE> 395

HELICON PARTNERS I, L.P. AND AFFILIATES

COMBINED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
PARTNERS' DEFICIT
-------------------------
PREFERRED CLASS A CAPITAL
LIMITED GENERAL LIMITED CONTRIBUTION
PARTNERS PARTNER PARTNERS RECEIVABLE TOTAL
---------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995... $ -- $(307,994) $ (67,144,287) $(1,000) $ (67,453,281)
Issuance of preferred limited
partnership interests (note
10).......................... 6,250,000 (62,500) (6,187,500) -- --
Partner capital contributions
(note 10).................... -- 1,500 -- -- 1,500
Distribution of additional
preferred partnership
interests (note 10).......... 558,430 (5,584) (552,846) -- --
Net loss....................... -- (97,549) (9,657,315) -- (9,754,864)
---------- --------- ------------- ------- -------------
Balance at December 31, 1996... 6,808,430 (472,127) (83,541,948) (1,000) (77,206,645)
Distribution of additional
preferred partnership
interests (note 10).......... 841,558 (8,416) (833,142) -- --
Accretion of redeemable
partnership interests (note
10).......................... -- (27,500) (2,722,500) -- (2,750,000)
Net loss....................... -- (158,715) (15,712,771) -- (15,871,486)
---------- --------- ------------- ------- -------------
Balance at December 31, 1997... 7,649,988 (666,758) (102,810,361) (1,000) (95,828,131)
Distribution of additional
preferred partnership
interests (note 10).......... 917,479 (9,175) (908,304) -- --
Accretion of redeemable
partnership interests (note
10).......................... -- (98,168) (9,718,596) -- (9,816,764)
Net loss....................... -- (215,861) (21,370,309) -- (21,586,170)
---------- --------- ------------- ------- -------------
Balance at December 31, 1998... $8,567,467 $(989,962) $(134,807,570) $(1,000) $(127,231,065)
========== ========= ============= ======= =============
</TABLE>

See accompanying notes to combined financial statements.

F-150
<PAGE> 396

HELICON PARTNERS I, L.P. AND AFFILIATES

COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $ (9,754,864) $(15,871,486) $(21,586,170)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Extraordinary item...................................... -- -- 1,657,320
Depreciation and amortization........................... 12,556,023 19,411,813 24,290,088
Gain on sale of equipment............................... (20,375) (1,069) (29,323)
Interest on 12% subordinated notes paid through the
issuance of additional notes.......................... 1,945,667 4,193,819 4,961,241
Interest on other notes payable added to principal...... 168,328 185,160 --
Amortization of debt discount and deferred financing
costs................................................. 2,115,392 849,826 919,439
Change in operating assets and liabilities, net of
acquisitions:
Decrease (increase) in receivables from subscribers... 176,432 (496,146) (79,535)
Increase in prepaid expenses and other assets......... (269,156) (976,491) (1,255,018)
Increase in financing costs incurred.................. (4,525,331) (434,000) (2,200,000)
Increase in accounts payable and accrued expenses..... 2,182,762 2,957,524 681,037
Increase (decrease) in subscriptions received in
advance............................................ 119,277 325,815 (208,803)
Increase (decrease) in accrued interest............... 1,613,630 376,158 (17,904)
------------ ------------ ------------
Total adjustments.................................. 16,062,649 26,392,409 28,718,542
------------ ------------ ------------
Net cash provided by operating activities.......... 6,307,785 10,520,923 7,132,372
------------ ------------ ------------
Cash flows from investing activities:
Purchases of property, plant and equipment................ (8,987,766) (15,824,306) (13,538,978)
Proceeds from sale of equipment........................... 21,947 23,270 118,953
Cash paid for net assets of cable television systems
acquired................................................ (35,829,389) (70,275,153) (26,063,284)
Cash paid for net assets of internet businesses
acquired................................................ (40,000) (993,760) --
Increase in intangible assets and deferred costs.......... (127,673) (308,759) (183,018)
------------ ------------ ------------
Net cash used in investing activities.............. (44,962,881) (87,378,708) (39,666,327)
------------ ------------ ------------
Cash flows from financing activities:
Capital contributions..................................... 1,500 -- --
Decrease in restricted cash............................... -- 1,000,000 --
Proceeds from issuance of 12% subordinated notes and
redeemable partnership interests........................ 34,000,000 -- --
Proceeds from bank loans.................................. 8,900,000 77,285,000 104,000,000
Repayment of bank loans................................... (952,777) (1,505,581) (69,509,719)
Repayment of other notes payable.......................... (527,514) (1,145,989) (1,362,995)
Advances to affiliates.................................... (3,207,996) (3,412,411) (8,856,491)
Repayments of advances to affiliates...................... 3,479,336 2,986,778 9,021,440
------------ ------------ ------------
Net cash provided by financing activities.......... 41,692,549 75,207,797 33,292,235
------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents...................................... 3,037,453 (1,649,988) 758,280
Cash and cash equivalents at beginning of year.............. 2,984,816 6,022,269 4,372,281
------------ ------------ ------------
Cash and cash equivalents at end of year.................... $ 6,022,269 $ 4,372,281 $ 5,130,561
============ ============ ============
Supplemental cash flow information:
Interest paid............................................. $ 11,575,250 $ 17,981,264 $ 21,770,938
============ ============ ============
Other non-cash items:
Acquisition of property, plant and equipment through
issuance of other notes payable....................... $ 1,222,000 $ 917,815 $ 1,025,319
============ ============ ============
Issuance of notes payable in connection with the
acquisition of cable television and internet systems,
net of imputed interest............................... $ 569,500 $ 1,914,479 --
============ ============ ============
</TABLE>

See accompanying notes to combined financial statements.

F-151
<PAGE> 397

HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997 AND 1998

1. ORGANIZATION AND NATURE OF BUSINESS

Helicon Partners I, L.P. ("the Partnership") was organized as a limited
partnership on November 30, 1994 under the laws of the State of Delaware. On
April 8, 1996, Baum Investments, Inc. acquired a 1% general partnership interest
in the Partnership through an initial capital contribution of $1,500 and the
existing limited partners of The Helicon Group, L.P. ("THGLP"), formed in 1993,
exchanged their limited partnership interests in THGLP for all Class A Common
Limited Partnership Interests and Preferred Limited Partnership Interests in the
Partnership. As a result of this exchange, THGLP became 99% owned by the
Partnership. The Partnership now owns all of the limited partnership interests
in THGLP and Baum Investments, Inc. continues to be the general partner of THGLP
and to own a 1% general partnership interest in THGLP. The Partnership also owns
a 99% interest and THGLP a 1% interest in HPI Acquisition Co., LLC ("HPIAC"), a
Delaware limited liability company formed on February 7, 1996. The Partnership
also owned an 89% limited partnership interest and Baum Investments, Inc. a 1%
general partnership interest in Helicon OnLine, L. P. ("HOL"), a Delaware
limited partnership formed May 31, 1997. On June 29, 1998, the net assets of HOL
were transferred to THGLP in settlement of the inter-company loans THGLP had
made to HOL. The Partnership, THGLP, HPIAC and HOL are referred to collectively
herein as the Company.

On March 22, 1999, Helicon Partners I, L. P. (HPI), Baum Investments, Inc.
and all the holders of partnership interests in HPI entered into a purchase
agreement by and among Charter Communications, Inc, Charter Communications, LLC
and Charter Helicon, LLC (collectively the "Charter Entities") providing for the
sale of all such partnership interests and Helicon Corp.'s interest in the
management agreements with THGLP and HPIAC to the Charter Entities. The sale
price is $550 million which amount will be reduced by any outstanding
indebtedness assumed by the Charter Entities.

The Company operates cable television systems located in Pennsylvania, West
Virginia, North Carolina, South Carolina, Louisiana, Vermont, New Hampshire,
Georgia and Tennessee. The Company also offers a broad range of Internet access
service, including dial-up access, dedicated high speed access, both two-way and
asymmetrical ("Hybrid"), high speed cable modem access, World Wide Web design
and hosting services and other value added services such as paging and private
network systems within the Company's cable service and contiguous areas.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) PRINCIPLES OF COMBINATION

The accompanying financial statements include the accounts of the
Partnership, THGLP and HPIAC and HOL which have been combined because of common
ownership and control. They also reflect the accounts of THGLP's subsidiary,
Helicon Capital Corp. ("HCC"), which has nominal assets and no operations since
its incorporation. All intercompany accounts and transactions have been
eliminated in combination.

b) PARTNERSHIP PROFITS, LOSSES AND DISTRIBUTIONS

Under the terms of the partnership agreements of the Partnership and THGLP,
profits, losses and distributions will be made to the general and Class A
Limited Partners pro-rata based on their respective partnership interest.

F-152
<PAGE> 398
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Holders of Preferred Limited Partnership Interests are entitled to an
aggregate preference on liquidation of $6,250,000 plus cumulative in-kind
distributions of additional Preferred Limited Partnership interests at an annual
rate of 12%.

c) REVENUE RECOGNITION

Revenue is recognized as services are provided to subscribers. Subscription
revenues billed in advance for services are deferred and recorded as income in
the period in which services are rendered.

d) Property, Plant and Equipment

Property, plant and equipment are carried at cost and are depreciated using
the straight-line method over the estimated useful lives of the respective
assets.

e) INTANGIBLE ASSETS AND DEFERRED COSTS

Intangible assets and deferred costs are carried at cost and are amortized
using the straight-line method over the estimated useful lives of the respective
assets. The Company periodically reviews the amortization periods of their
intangible assets and deferred costs. The Company evaluates whether there has
been a permanent impairment in the value of these assets by considering such
factors including projected undiscounted cash flows, current market conditions
and changes in the cable television industry that would impact the
recoverability of such assets, among other things.

f) INCOME TAXES

No provision for Federal or state income taxes has been made in the
accompanying combined financial statements since any liability for such income
taxes is that of the partners and not of the Partnership or its affiliates.
Certain assets have a basis for income tax purposes that differs from the
carrying value for financial reporting purposes, primarily due to differences in
depreciation methods. As a result of these differences, at December 31, 1997 and
1998 the net carrying value of these assets for financial reporting purposes
exceeded the net basis for income tax purposes by approximately $22 million and
$27 million respectively.

g) CASH AND CASH EQUIVALENTS

Cash and cash equivalents, consisting of amounts on deposit in money market
accounts, checking accounts and certificates of deposit, were $4,372,281 and
$5,130,561 at December 31, 1997 and 1998, respectively.

h) USE OF ESTIMATES

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets, liabilities, revenues, expenses and the
disclosure of contingent assets and liabilities to prepare these combined
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.

i) INTEREST RATE CAP AGREEMENTS

The cost paid is amortized over the life of the agreements.

F-153
<PAGE> 399
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

j) DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash and Cash Equivalents, Receivables, Accounts Payable and Accrued Expenses

The carrying amounts reported in the consolidated balance sheets for cash
and cash equivalents, current receivables, notes receivable, accounts payable,
and accrued expenses approximate fair values.

Senior Secured Notes and Long-term Debt

For the Senior Secured Notes, fair values are based on quoted market
prices. The fair market value at December 31, 1997 and 1998 was approximately
$123,000,000 and $120,000,000, respectively. For long-term debt, their values
approximate carrying value due to the short-term maturity of the debt and/or
fluctuating interest.

Comprehensive Income

On January 1, 1998, the Company adopted SFAS No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for reporting and
presentation of comprehensive income and its components in a full set of
financial statements. Comprehensive income consists of net income and net
unrealized gains (losses) on securities and is presented in the consolidated
statements of stockholder's equity and comprehensive income. The Statement
requires only additional disclosures in the consolidated financial statements;
it does not affect the Company's financial position or results of operations.
The Company has no items that qualify as comprehensive income.

3. ACQUISITIONS

Cable Acquisitions

On January 31, 1995, THGLP acquired a cable television system, serving
approximately 1,100 (unaudited) subscribers in the Vermont communities of
Bradford, South Royalton and Chelsea. The aggregate purchase price was
approximately $350,000 and was allocated to the net assets acquired which
included property and equipment and intangible assets.

In June and July, 1996, HPIAC completed the acquisitions of all the
operating assets of the cable television systems, serving approximately 26,000
(unaudited) subscribers, in the areas of Jasper and Skyline, Tennessee and
Summerville, Trenton, Menlo, Decatur and Chatsworth, Georgia (collectively
referred to as the Tennessee cluster).

The aggregate purchase price of $36,398,889, including acquisition costs of
$742,837, was allocated to the net assets acquired based on their estimated fair
value. Such allocation is summarized as follows:

<TABLE>
<S> <C>
Land.................................................... $ 25,000
Cable television system................................. 17,876,244
Other property, plant and equipment..................... 185,000
Subscriber lists........................................ 17,474,762
Noncompete agreement.................................... 1,000
Other intangible assets................................. 742,837
Other net operating items............................... 94,046
-----------
Total aggregate purchase price.......................... $36,398,889
===========
</TABLE>

F-154
<PAGE> 400
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

A portion of the purchase price was paid through the issuance of notes to
the sellers of one of the systems totaling $750,000. Such notes were reported
net of imputed interest of $180,500 computed at 9% per annum (see note 11).

On January 16, 1997, HPIAC acquired an adjacent cable television system
serving approximately 2,256 (unaudited) subscribers in the communities of Ten
Mile and Hamilton, Tennessee. The aggregate purchase price was approximately
$2,960,294 and was allocated to the net assets acquired which included property,
equipment and intangible assets, based on their estimated fair value.

On January 31, 1997, THGLP acquired a cable television system, serving
approximately 823 (unaudited) subscribers in the West Virginia counties of Wirt
and Wood. The aggregate purchase price was approximately $1,053,457, and was
allocated to the net assets acquired which included property, equipment and
intangible assets, based on their estimated fair value.

On April 18, 1997, HPIAC acquired a cable television system serving
approximately 839 (unaudited) subscribers in the communities of Charleston and
Calhoun, Tennessee. The aggregate purchase price was approximately $1,055,693
and was allocated to the net assets acquired which included property and
equipment and intangible assets, based on their estimated fair value.

On June 26, 1997, HPIAC acquired the net assets of cable television systems
serving approximately 21,500 (unaudited) subscribers primarily in the North
Carolina communities of Avery County and surrounding areas and in the South
Carolina community of Anderson County. The aggregate purchase price was
approximately $45,258,279, including acquisition costs of $547,235, and was
allocated to the net assets acquired which included property, plant, equipment
and intangible assets, based on their estimated fair value.

On June 26, 1997, THGLP acquired the net assets of a cable television
system serving approximately 11,000 (unaudited) subscribers in the North
Carolina communities of Watauga County, Blowing Rock, Beech Mountain and the
town of Boone. The aggregate purchase price was $19,947,430 and was allocated to
the net assets acquired which included, property, plant, equipment and
intangible assets, based on their estimated fair value.

The aggregate purchase price of the 1997 cable acquisitions was $70,275,153
and was allocated to the net assets acquired based on their estimated fair
market value as follows:

<TABLE>
<S> <C>
Land...................................................... $ 158,500
Cable television system................................... 21,320,900
Vehicles.................................................. 1,473,600
Computer equipment........................................ 240,000
Subscriber lists.......................................... 46,925,173
Organization and other costs.............................. 688,816
Other net operating items................................. (531,836)
-----------
Total aggregate purchase price............................ $70,275,153
===========
</TABLE>

F-155
<PAGE> 401
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

$535,875 and was allocated to the net assets acquired, which included, property,
equipment and intangible assets, based on their estimated fair value.

<TABLE>
<S> <C>
Land...................................................... $ 250,000
Cable television system................................... 4,258,000
Other property, plant and equipment....................... 1,103,375
Subscriber lists.......................................... 19,805,000
Organization and other costs.............................. 535,875
Other net operating items................................. 111,034
-----------
Total aggregate purchase price............................ $26,063,284
===========
</TABLE>

Internet Acquisitions

On March 22, 1996, THGLP acquired the net assets of a telephone dial-up
internet access provider ("ISP") serving approximately 350 (unaudited) customers
in and around the area of Uniontown, Pennsylvania. The aggregate purchase price
was approximately $40,000.

On April 1, 1997, the Partnership acquired the net assets of a telephone
dial-up ISP serving approximately 2,500 (unaudited) customers in and around the
area of Uniontown, Pennsylvania. The aggregate purchase price was $757,029.

On May 31, 1997, the Partnership acquired the net assets of a telephone
dial-up ISP serving approximately 1,800 (unaudited) customers in and around the
area of Uniontown, Pennsylvania. The aggregate purchase price was $213,629.

On November 14, 1997, HOL acquired the net assets of a telephone dial-up
ISP serving approximately 1,744 (unaudited) customers in and around the area of
Johnstown, Pennsylvania. The aggregate purchase price was $348,927.

On December 17, 1997, HOL acquired the net assets of a telephone dial-up
ISP serving 1,571 (unaudited) customers in and around the area of Plainfield,
Vermont. The aggregate purchase price was $497,307.

On December 17, 1997, HOL acquired the net assets of a telephone dial-up
ISP serving approximately 2,110 (unaudited) customers in and around the area of
Wells River, Vermont. The aggregate purchase price was $673,170.

The aggregate purchase price of the 1997 ISP acquisitions was $2,490,062
and was allocated to the net assets acquired, based on their estimated fair
value. Such allocation is summarized as follows:

<TABLE>
<S> <C>
Internet service equipment................................. $ 237,064
Customer lists............................................. 1,409,768
Non-compete Agreement...................................... 883,097
Other intangible assets.................................... 35,000
Other net operating items.................................. (74,867)
----------
Total aggregate purchase price............................. $2,490,062
==========
</TABLE>

F-156
<PAGE> 402
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

A portion of the purchase price was paid through the issuance of notes to
the Sellers totaling $1,801,000. Such notes were reported net of imputed
interest of $304,698 computed at 9% per annum (see Note 11).

The operating results relating to the above acquisitions, effective with
their acquisition dates, are included in the accompanying combined financial
statements.

4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net is summarized as follows at December 31:

<TABLE>
<CAPTION>
ESTIMATED USEFUL
1997 1998 LIFE IN YEARS
------------ ------------ ----------------
<S> <C> <C> <C>
Land........................... $ 121,689 $ 320,689 --
Cable television system........ 124,684,403 140,441,324 5 to 20
Internet service equipment..... 1,281,362 2,483,602 2 to 3
Office furniture and
fixtures..................... 677,672 728,253 5 and 10
Vehicles....................... 3,536,358 4,570,990 3 and 5
Building....................... 805,525 1,585,384 5 and 10
Building and leasehold
Improvements................. 398,843 445,820 1 to 5
Computers...................... 3,232,355 4,159,506 3 to 5
------------ ------------
134,738,207 154,735,568
Less accumulated depreciation.. (54,633,830) (67,997,988)
------------ ------------
$ 80,104,377 $ 86,737,580
============ ============
</TABLE>

5. INTANGIBLE ASSETS AND DEFERRED COSTS

Intangible assets and deferred costs are summarized as follows at December
31:

<TABLE>
<CAPTION>
ESTIMATED USEFUL
1997 1998 LIFE IN YEARS
------------ ------------ ----------------
<S> <C> <C> <C>
Covenants not-to-compete......... $ 14,270,120 $ 14,270,120 5
Franchise agreements............. 19,650,889 19,650,889 9 to 17
Goodwill......................... 1,703,760 1,703,760 20
Subscriber lists................. 82,292,573 102,097,574 6 to 10
Financing costs.................. 9,414,809 9,291,640 8 to 10
Organization and other costs..... 3,631,650 4,306,777 5 to 10
------------ ------------
130,963,801 151,320,760
Less accumulated amortization.... (45,897,136) (56,443,913)
------------ ------------
$ 85,066,665 $ 94,876,847
============ ============
</TABLE>

F-157
<PAGE> 403
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

6. TRANSACTIONS WITH AFFILIATES

Amounts due from/to affiliates result from management fees, expense
allocations and temporary non-interest bearing loans. The affiliates are related
to the Company through common-ownership.

The Partnership is managed by Helicon Corp., an affiliated management
company. During 1996, 1997 and 1998, the Partnership was charged management fees
of $2,103,077, $2,997,872, and $3,496,271, respectively. In 1997 and 1998,
$2,685,172 and $3,231,362 of the management fees were paid and $312,700 and
$172,476 were deferred, in accordance with the terms of the Partnership's credit
agreements, respectively. Management fees are calculated based on the gross
revenues of the systems. Additionally, during 1996, 1997 and 1998, THGLP was
also charged $980,000, $713,906, and $1,315,315, respectively, for certain costs
incurred by this related party on their behalf.

In May 1997, immediately after the formation of HOL, HPI sold 10% of its
limited partner interest in HOL to certain employees of Helicon Corp. Such
interests were sold at HPI's proportionate carrying value of HOL of $83,631 in
exchange for notes receivable from these individuals. These notes are due upon
the liquidation of HOL or the sale of all or substantially all of its assets.

On June 26, 1998, the notes were cancelled in consideration of the return
by the Helicon employees of their 10% limited partnership interests.

7. DUE TO PRINCIPAL OWNER

Mr. Theodore Baum, directly or indirectly, is the principal owner of 96.17%
of the general and limited partnership interests of the Partnership (the
"Principal Owner"). Due to Principal Owner consists of $5,000,000 at December
31, 1997 and 1998 payable by THGLP. Beginning on November 3, 1993, interest on
the $5,000,000 due to the Principal Owner did not accrue and in accordance with
the provisions of the Senior Secured Notes was not paid for twenty four months.
Interest resumed on November 3, 1995 (see Note 8). The principal may only be
repaid thereafter subject to the passage of certain limiting tests under the
covenants of the Senior Secured Notes. Prior to the issuance of the Senior
Secured Notes, amounts due to Principal Owner bore interest at varying rates per
annum based on the prime rate and were due on demand. Interest expense includes
$521,701 in 1996 and $530,082 in 1997 and $524,880 in 1998 related to this debt.

8. SENIOR SECURED NOTES

On November 3, 1993, THGLP and HCC (the "Issuers"), through a private
placement offering, issued $115,000,000 aggregate principal amount of 11% Senior
Secured Notes due 2003 (the "Senior Secured Notes"), secured by substantially
all the assets of THGLP. The Senior Secured Notes were issued at a substantial
discount from their principal amount and generated net proceeds to the Issuers
of approximately $105,699,000. Interest is payable on a semi-annual basis in
arrears on November 1 and May 1, beginning on May 1, 1994. Until November 1,
1996 the Senior Secured Notes bore interest at the rate of 9% per annum. After
November 1, 1996, the Senior Secured Notes bear interest at the rate of 11% per
annum. The discount on the Senior Secured Notes has been amortized over the term
of the Senior Secured Notes so as to result in an effective interest rate of 11%
per annum.

F-158
<PAGE> 404
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The Senior Secured Notes may be redeemed at the option of the Issuers in
whole or in part at any time on or after November 1, 1997 at the redemption
price of 108% reducing ratably to 100% of the principal amount, in each case
together with accrued interest to the redemption date. The Issuers are required
to redeem $25,000,000 principal amount of the Senior Secured Notes on each of
November 1, 2001 and November 1, 2002. The indenture under which the Senior
Secured Notes were issued contains various restrictive covenants, the more
significant of which are, limitations on distributions to partners, the
incurrence or guarantee of indebtedness, the payment of management fees, other
transactions with officers, directors and affiliates, and the issuance of
certain types of equity interests or distributions relating thereto.

9. LOANS PAYABLE TO BANKS

On July 12, 1996, HPIAC entered into $85,000,000 of senior secured credit
facilities ("Facilities") with a group of banks and The First National Bank of
Chicago, as agent. The Facilities were comprised of a $55,000,000 senior secured
two and one-half year revolving credit facility, converting on December 31, 1998
to a five and one-half year amortizing term loan due June 30, 2004 ("Facility
A"); and, a $30,000,000 senior secured, amortizing, multiple draw nine year term
loan facility due June 30, 2005 ("Facility B"). The Facilities financed certain
permitted acquisitions, transaction expenses and general corporate purposes.
Interest on outstanding borrowings was payable at specified margins over either
LIBOR or the higher of the corporate base rate of The First National Bank of
Chicago or the rates on overnight Federal funds transactions with members of the
Federal Reserve System. The margins varied based on the Company's total leverage
ratio, as defined, at the time of an advance. As of December 31, 1997, the
amounts outstanding were $30,000,000 under Facility B and $35,500,000
outstanding under Facility A. Interest was payable at LIBOR plus 3.50% for
Facility B and LIBOR plus 3.00% for Facility A. In addition, HPIAC paid a
commitment fee of .5% of the unused balance of the Facilities.

On December 15, 1998, the Facilities were repaid in full together with
accrued interest thereon from the proceeds of the new credit agreements (see
below).

In connection with the early retirement of the aforementioned bank debt,
HPIAC wrote off related unamortized deferred financing costs totaling
$1,657,320. Such amount has been classified as an extraordinary item in the
accompanying 1998 combined statement of operations.

In connection with the aforementioned Facilities, HPIAC entered into an
interest rate cap agreement to reduce its exposure to interest rate risk.
Interest rate cap transactions generally involve the exchange of fixed and
floating rate interest payment obligations and provide for a ceiling on interest
to be paid, respectively, without the exchange of the underlying notional
principal amount. These types of transactions involve risk of counterpart
nonperformance under the terms of the contract. At December 31, 1997, HPIAC had
cap agreements with aggregate notional amounts of $42,500,000 expiring through
March 29, 2000. On December 15, 1998, in connection with the early retirement of
the related bank debt, the cap agreements were terminated and HPIAC wrote off
the unamortized costs of these cap agreements.

On December 15, 1998, HPIAC entered into credit agreements with a group of
banks and Paribas, as agent, providing maximum borrowings of $110,000,000 (the
1998 Credit Facilities). The agreements include (i) a senior secured Credit
Agreement consisting of a $35,000,000 A Term Loan, maturing on December 31,
2005, $45,000,000 B Term Loan, maturing on December 31, 2006 and a $10,000,000
Revolving Commitment, maturing on December 31, 2005

F-159
<PAGE> 405
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

and (ii) a Loan Agreement consisting of a $20,000,000 Hybrid Facility, maturing
on December 31, 2007.

As of December 31, 1998, the A Term Loan, B Term Loan and Hybrid Facility
were fully drawn down and there was nothing outstanding under the Revolving
Commitment. The principal cash payments required under the Company's credit
agreements for the fiscal years ended December 31, 1999, 2000, 2001, 2002 and
2003 are estimated to aggregate $0, $812,500, $3,950,000, $5,700,000 and
$7,450,000, respectively.

Interest is payable at LIBOR plus an applicable margin, which is based on a
ratio of loans outstanding to annualized EBITDAM, as defined in the agreement
and can not exceed 3.00% for A Term Loan and Revolving Commitments, 3.25% for B
Term Loan and 4.50% for the Hybrid Facility. In addition, the Company pays a
commitment fee of .50% of the unused balance of the Revolving Commitment.

The 1998 Credit Facilities are secured by a first perfected security
interest in all of the assets of HPIAC and a pledge of all equity interests of
HPIAC. The credit agreement contains various restrictive covenants that include
the achievement of certain financial ratios relating to interest, fixed charges,
leverage, limitations on capital expenditures, incurrence or guarantee of
indebtedness, other transactions with affiliates and distributions to members.
In addition, management fees in the aggregate cannot exceed 5% of gross revenues
of HPIAC.

On June 26, 1997, THGLP entered into a $20,000,000 senior secured credit
facility with Banque Paribas, as Agent (the 1997 Credit Facility). On January 5,
1999, the 1997 Credit Facility was restated and amended. The facility is
non-amortizing and is due November 1, 2000. Borrowings under the facility
financed the acquisition of certain cable television assets in North Carolina
(see note 3). Interest on the $20,000,000 outstanding is payable at specified
margins over either LIBOR or the rate of interest publicly announced in New York
City by The Chase Manhattan Bank from time to time as its prime commercial
lending rate. The margins vary based on the THGLP's total leverage ratio, as
defined, at the time of an advance. Currently interest is payable at LIBOR plus
2.75%.

The 1997 Credit Facility is secured by a first perfected security interest
in all of the assets of the Partnership and a pledge of all equity interests of
the THGLP. The credit agreement contains various restrictive covenants that
include the achievement of certain financial ratios relating to interest, fixed
charges, leverage, limitations on capital expenditures, incurrence or guarantee
of indebtedness, transactions with affiliates, distributions to members and
management fees which accrue at 5% of gross revenues.

Also included in loans payable to banks is a mortgage note of $266,922
payable to a bank that is secured by THGLP's office building in Vermont. The
interest is payable at Prime plus 1% and the mortgage note is due March 1, 2012.

F-160
<PAGE> 406
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Principal payments on the mortgage note are summarized as follows at
December 31, 1998:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31 AMOUNT
- ----------------------- --------
<S> <C>
1999........................................................ $ 10,581
2000........................................................ 11,631
2001........................................................ 12,786
2002........................................................ 14,055
2003 and thereafter......................................... 217,869
--------
$266,922
========
</TABLE>

10. SUBORDINATED NOTES AND REDEEMABLE PARTNERSHIP INTERESTS

In April 1996 the Partnership sold to unrelated investors, $34,000,000
aggregate principal amount of its 12% Subordinated Notes (the "Subordinated
Notes") and warrants to purchase 2,419.1 units (the "Units") of Class B Common
Limited Partnership Interests representing in the aggregate 24.191% of the
outstanding limited partner interests of the Partnership on a fully diluted
basis (the "Warrants"). Of the $34,000,000 of gross proceeds, $3,687,142 was
determined to be the value of the Warrants, and $30,312,858 was allocated to the
Subordinated Notes. The discount on the Subordinated Notes is being amortized
over the term of these Notes.

The Subordinated Notes are subordinated to the senior indebtedness of the
Partnership and are due April 1, 2004. Interest is payable semi-annually on each
October 1 and April 1 in cash or through the issuance of additional Subordinated
Notes, at the option of the Partnership. In October 1996, April 1997, October
1997, April 1998 and October 1998, the Partnership elected to satisfy interest
due through the issuance of $1,945,667, $2,156,740, $2,037,079, $2,408,370 and
$2,552,871, respectively, additional Subordinated Notes. After September 2001, a
holder or holders of no less than 33 1/3% of the aggregate principal amount of
the Subordinated Notes can require the Partnership to repurchase their
Subordinated Notes at a price equal to the principal amount thereof plus accrued
interest. The Partnership has an option to redeem the Subordinated Notes at 102%
of the aggregate principal amount after the fifth anniversary of their issuance,
at 101% of the aggregate principal amount after the sixth anniversary of
issuance and at 100% of the aggregate principal amount after the seventh
anniversary of issuance.

Holders of the Warrants have the right to acquire the Units at any time for
a price of $1,500 per Unit. After September 2001, a holder or holders of at
least 33 1/3% of the Warrants can require the Partnership to either purchase
their Warrants at their interest in the Net Equity Value of the Partnership or
seek a purchaser for all of the assets or equity interests of the Partnership.
Net Equity Value pursuant to the terms of the underlying agreements is the
estimated amount of cash that would be available for distribution to the
Partnership interests upon a sale of all of the assets of the Partnership and
its subsequent dissolution and liquidation. The Net Equity Value is the amount
agreed to by the Partnership and 66 2/3% of the holders of the Subordinated
Notes and Warrants or, absent such agreement, determined through a specified
appraisal process.

The Partnership estimated the Net Equity Value of the Warrants to be
approximately $43,250,000 at December 31, 1998 and $16,750,000 at December 31,
1997. Such estimate as of December 31, 1998 reflects the amount that the holders
of the warrants have agreed to accept for their interests assuming the proposed
sale of all of the interests of the partnership is consummated (see note 14).
The increase in the estimated Net Equity Value over the original

F-161
<PAGE> 407
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

carrying value of the Warrants is being accreted evenly over the period
beginning with the date of the increase and September 2001. Such accretion is
being reflected in the accompanying financial statements as an increase in the
carrying value of the Warrants and a corresponding reduction in the carrying
value of the capital accounts of the General and Class A Limited Partners.

The agreements underlying the Subordinated Notes and the Warrants contain
various restrictive covenants that include limitations on incurrence or
guarantee of indebtedness, transactions with affiliates, and distributions to
partners. In addition, management fees in the aggregate cannot exceed 5% of
gross revenues of the Partnership.

11. OTHER NOTES PAYABLE

Other Notes payable consists of the following at December 31:

<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
Promissory note in consideration for acquisition of a cable
television system, accruing interest at 10% per annum on
principal and accrued interest which is added to principal
on certain specified dates; interest becomes payable on
January 1, 1998 and the principal is payable in full on
August 20, 2000 $2,036,765 $2,036,765
Non-interest bearing promissory notes issued in connection
with the acquisition of a cable television system.
Principal payments begin on July 16, 1997, in the amount
of $70,000 and four installments in the amount of $170,000
on each July 16 thereafter. Such notes are reported net of
imputed interest of $141,116 and $101,732 in 1997 and
1998, respectively, computed at 9% per annum 538,884 408,268
Non-interest bearing promissory notes issued in connection
with the acquisitions of the internet businesses.
Principal payments are due in January, February, and March
of each year and continue quarterly thereafter through
June, 2001. Such notes are reported net of imputed
interest of $180,727 and $146,441 in the 1997 and 1998,
respectively, computed at 9% per annum 1,398,478 1,021,474
Installment notes, collateralized by vehicles and other
equipment and payable in monthly installments, at interest
rates between 5.5% to 14.25% per annum, through January,
2003 1,772,949 1,982,297
---------- ----------
$5,747,076 $5,448,804
========== ==========
</TABLE>

F-162
<PAGE> 408
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Principal payments due on the above notes payable are summarized as follows
at December 31, 1998:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31 AMOUNT
- ----------------------- ----------
<S> <C>
1999..................................................... $1,337,476
2000..................................................... 3,276,529
2001..................................................... 678,349
2002..................................................... 140,944
2003..................................................... 15,506
----------
$5,448,804
==========
</TABLE>

12. PARTNERS' DEFICIT

During 1993, the Principal Owner contributed a $6,500,000 unsecured,
non-interest bearing personal promissory note due on demand to the general
partner of THGLP. Additionally, the Principal Owner contributed to THGLP an
unsecured, non-interest bearing personal promissory note in the aggregate
principal amount of $24,000,000 (together with the $6,500,000 note, the "Baum
Notes"). The Baum Notes have been issued for the purpose of THGLP's credit
enhancement. Although the Baum Notes are unconditional, they do not become
payable except (i) in increasing amounts presently up to $19,500,000 and in
installments thereafter to a maximum of $30,500,000 on December 16, 1996 and
(ii) at such time after such dates as THGLP's creditors shall have exhausted all
claims against THGLP's assets.

13. COMMITMENTS

The Partnership and affiliates leases telephone and utility poles on an
annual basis. The leases are self renewing. Pole rental expense for the years
ended December 31, 1996, 1997 and 1998 was $609,075, $873,264 and $982,306,
respectively.

In connection with certain lease and franchise agreements, the Partnership,
from time to time, issues security bonds.

The Partnership and affiliates utilizes certain office space under
operating lease agreements which expire at various dates through August 2013 and
contain renewal options. At December 31, 1998 the future minimum rental
commitments under such leases were as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31
- -----------------------
<S> <C>
1999..................................................... $ 166,825
2000..................................................... 142,136
2001..................................................... 141,727
2002..................................................... 147,912
2003..................................................... 151,412
Thereafter............................................... 1,418,017
----------
$2,168,029
==========
</TABLE>

Office rent expense was $102,801 in 1996, $203,506 in 1997 and $254,955 in
1998.

F-163
<PAGE> 409
HELICON PARTNERS I, L.P. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

14. SUBSEQUENT EVENTS

F-164
<PAGE> 410

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of InterMedia Partners
and InterMedia Capital Partners IV, L.P.

In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, of changes in equity and of cash flows
present fairly, in all material respects, the financial position of InterMedia
Cable Systems (comprised of components of InterMedia Partners and InterMedia
Capital Partners IV, L.P.), at December 31, 1998 and 1997, and the results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the management of InterMedia Partners and InterMedia
Capital Partners IV, L.P.; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

San Francisco, California
April 20, 1999

F-165
<PAGE> 411

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Accounts receivable, net of allowance for doubtful accounts
of $899 and $680, respectively............................ $ 14,425 $ 13,017
Receivables from affiliates................................. 5,623 1,719
Prepaid expenses............................................ 423 626
Other current assets........................................ 350 245
-------- --------
Total current assets.............................. 20,821 15,607
Intangible assets, net...................................... 255,356 283,562
Property and equipment, net................................. 218,465 179,681
Deferred income taxes....................................... 12,598 14,221
Other non-current assets.................................... 2,804 1,140
-------- --------
Total assets...................................... $510,044 $494,211
======== ========
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities.................... $ 19,230 $ 20,934
Deferred revenue............................................ 11,104 8,938
Payables to affiliates...................................... 3,158 2,785
Income taxes payable........................................ 285
-------- --------
Total current liabilities......................... 33,492 32,942
Note payable to InterMedia Partners IV, L.P................. 396,579 387,213
Deferred channel launch revenue............................. 4,045 2,104
-------- --------
Total liabilities................................. 434,116 422,259
-------- --------
Commitments and contingencies...............................
Mandatorily redeemable preferred shares..................... 14,184 13,239
Equity...................................................... 61,744 58,713
-------- --------
Total liabilities and equity...................... $510,044 $494,211
======== ========
</TABLE>

See accompanying notes to combined financial statements.

F-166
<PAGE> 412

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
REVENUES
Basic and cable services.................................... $125,920 $112,592
Pay services................................................ 23,975 24,467
Other services.............................................. 26,167 25,519
-------- --------
176,062 162,578
COSTS AND EXPENSES
Program fees................................................ 39,386 33,936
Other direct expenses....................................... 16,580 16,500
Selling, general and administrative expenses................ 30,787 29,181
Management and consulting fees.............................. 3,147 2,870
Depreciation and amortization............................... 85,982 81,303
-------- --------
175,882 163,790
-------- --------
Profit/(loss) from operations............................... 180 (1,212)
-------- --------
OTHER INCOME (EXPENSE)
Interest expense............................................ (25,449) (28,458)
Gain on sale/exchange of cable systems...................... 26,218 10,006
Interest and other income................................... 341 429
Other expense............................................... (3,188) (1,431)
-------- --------
(2,078) (19,454)
Loss before income tax benefit (expense).................... (1,898) (20,666)
Income tax benefit (expense)................................ (1,623) 4,026
-------- --------
NET LOSS.................................................... $ (3,521) $(16,640)
======== ========
</TABLE>

See accompanying notes to combined financial statements.

F-167
<PAGE> 413

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

COMBINED STATEMENT OF CHANGES IN EQUITY
(DOLLARS IN THOUSANDS)

<TABLE>
<S> <C>
Balance at December 31, 1996................................ $ 69,746
Net loss.................................................... (16,640)
Accretion for mandatorily redeemable preferred shares....... (882)
Net contributions from parent............................... 6,489
--------
Balance at December 31, 1997................................ 58,713
Net loss.................................................... (3,521)
Accretion for mandatorily redeemable preferred shares....... (945)
Net cash contributions from parent.......................... 6,350
In-kind contribution from parent............................ 1,147
--------
Balance at December 31, 1998................................ $ 61,744
========
</TABLE>

See accompanying notes to combined financial statements.

F-168
<PAGE> 414

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
--------------------
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $ (3,521) $(16,640)
Adjustments to reconcile net loss to cash flows from
operating activities:
Depreciation and amortization.......................... 85,982 81,303
Loss and disposal of fixed assets...................... 3,177 504
Gain on sale/exchange of cable systems................. (26,218) (10,006)
Changes in assets and liabilities:
Accounts receivable.................................. (1,395) (2,846)
Receivables from affiliates.......................... (3,904) (639)
Prepaid expenses..................................... 203 (251)
Other current assets................................. (106) (10)
Deferred income taxes................................ 1,623 (4,311)
Other non-current assets............................. (517) (58)
Accounts payable and accrued liabilities............. (2,073) 4,436
Deferred revenue..................................... 1,208 1,399
Payables to affiliates............................... 373 469
Accrued interest..................................... 25,449 28,458
Deferred channel launch revenue...................... 2,895 2,817
-------- --------
Cash flows from operating activities.............. 83,176 84,625
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment.................... (72,673) (87,253)
Sale/exchange of cable systems......................... (398) 11,157
Intangible assets...................................... (372) (506)
-------- --------
Cash flows from investing activities.............. (73,443) (76,602)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net contributions from parent.......................... 6,350 6,489
Net repayment of borrowings............................ (16,083) (14,512)
-------- --------
Cash flows from financing activities.............. (9,733) (8,023)
-------- --------
Net change in cash.......................................... -- --
-------- --------
CASH AT BEGINNING OF PERIOD................................. -- --
-------- --------
CASH AT END OF PERIOD....................................... $ -- $ --
======== ========
</TABLE>

See accompanying notes to combined financial statements.

F-169
<PAGE> 415

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

1. BASIS OF PRESENTATION

THE CHARTER TRANSACTIONS

InterMedia Partners, a California limited partnership ("IP-I"), and
InterMedia Capital Partners IV, L.P., a California limited partnership,
("ICP-IV", together with IP-I, "InterMedia") are affiliated through common
control and management. Robin Media Group, Inc., a Nevada corporation, ("RMG")
is a majority owned subsidiary of ICP-IV. On April 20, 1999, InterMedia and
certain of its affiliates entered into agreements (the "Agreements") with
affiliates of Charter Communications, Inc. ("Charter") to sell and exchange
certain of their cable television systems ("the Charter Transactions").

Specifically, ICP-IV and its affiliates have agreed to sell certain of
their cable television systems in Tennessee and Gainsville, Georgia through a
combination of asset sales and the sale of its equity interests in RMG, and to
exchange their systems in and around Greenville and Spartanburg, South Carolina
for Charter systems located in Indiana, Kentucky, Utah and Montana. Immediately
upon Charter's acquisition of RMG, IP-I will exchange its cable television
systems in Athens, Georgia, Asheville and Marion, North Carolina and Cleveland,
Tennessee for RMG's cable television systems located in middle Tennessee.

The Charter Transactions are expected to close during the third or fourth
quarter of 1999. The cable systems retained by Charter upon consummation of the
Charter Transactions, together with RMG, are referred to as the "InterMedia
Cable Systems," or the "Systems."

PRESENTATION

The accompanying combined financial statements represent the financial
position of the InterMedia Cable Systems as of December 31, 1998 and 1997 and
the results of their operations and their cash flows for the years then ended.
The Systems being sold or exchanged do not individually or collectively comprise
a separate legal entity. Accordingly, the combined financial statements have
been carved-out from the historical accounting records of InterMedia.

CARVE-OUT METHODOLOGY

Throughout the periods covered by the combined financial statements, the
individual cable systems were operated and accounted for separately. However,
the Charter Transactions exclude certain systems (the "Excluded Systems") which
were operated as part of the Marion, North Carolina and western Tennessee
systems throughout 1997 and 1998. For purposes of carving out and excluding the
results of operations and financial position of the Excluded Systems from the
combined financial statements, management has estimated the revenues, expenses,
assets and liabilities associated with each Excluded System based on the ratio
of each Excluded System's basic subscribers to the total basic subscribers
served by the Marion, North Carolina and western Tennessee systems,
respectively. Management believes the basis used for these allocations is
reasonable. The Systems' results of operations are not necessarily indicative of
future operating results or the results that would have occurred if the Systems
were a separate legal entity.

Management and consulting fees represent an allocation of management fees
charged to IP-I and ICP-IV by InterMedia Capital Management, a California
limited partnership ("ICM") and

F-170
<PAGE> 416
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

InterMedia Management, Inc. ("IMI"), respectively. Prior to January 1, 1998,
InterMedia Capital Management IV, L.P. ("ICM-IV") provided such management and
consulting services to ICP-IV. ICM and ICM-IV are limited partners of IP-I and
ICP-IV, respectively. IMI is the managing member of each of the general partners
of IP-I and ICP-IV. These fees are charged at a fixed amount per annum and have
been allocated to the Systems based upon the allocated contributed capital of
the individual systems as compared to the total contributed capital of
InterMedia's subsidiaries.

As more fully described in Note 9 -- "Related Party Transactions," certain
administrative services are also provided by IMI and are charged to all
affiliates based on relative basic subscriber percentages.

CASH AND INTERCOMPANY ACCOUNTS

Under InterMedia's centralized cash management system, cash requirements of
its individual operating units were generally provided directly by InterMedia
and the cash generated or used by the Systems was transferred to/from
InterMedia, as appropriate, through intercompany accounts. The intercompany
account balances between InterMedia and the individual operating units, except
RMG's intercompany note payable to InterMedia Partners IV, L.P. ("IP-IV") as
described in Note 7 -- "Note Payable to InterMedia Partners IV, L.P." are not
intended to be settled. Accordingly, the balances, other than RMG's note payable
to IP-IV, are included in equity and all net cash generated from operations,
investing activities and financing activities have been included in the Systems'
net contribution from parent in the combined statements of cash flows.

IP-I and ICP-IV or its subsidiaries maintain all external debt to fund and
manage InterMedia's operations on a centralized basis. The combined financial
statements present only the debt and related interest expense of RMG, which is
assumed and repaid by Charter pursuant to the Charter Transactions. See Note
7 -- "Note Payable to InterMedia Partners IV, L.P." Debt, unamortized debt issue
costs and interest expense related to the financing of the cable systems not
owned by RMG have not been allocated to the InterMedia Cable Systems. As such,
the level of debt, unamortized debt issue costs and related interest expense
presented in the combined financial statements are not representative of the
debt that would be required or interest expense incurred if InterMedia Cable
Systems were a separate legal entity.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

Cable television service revenue is recognized in the period in which
services are provided to customers. Deferred revenue generally represents
revenue billed in advance and deferred until cable service is provided.

PROPERTY AND EQUIPMENT

Additions to property and equipment, including new customer installations,
are recorded at cost. Self-constructed fixed assets include materials, labor and
overhead. Costs of disconnecting and reconnecting cable service are expensed.
Expenditures for maintenance and repairs are charged to expense as incurred.
Expenditures for major renewals and improvements are capitalized. Capitalized
fixed assets are written down to recoverable values whenever recover-

F-171
<PAGE> 417
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

ability through operations or sale of the systems becomes doubtful. Gains and
losses on disposal of property and equipment are included in the Systems'
statements of operations when the assets are sold or retired from service.

Depreciation is computed using the double-declining balance method over the
following estimated useful lives:

<TABLE>
<CAPTION>
YEARS
------
<S> <C>
Cable television plant...................................... 5 - 10
Buildings and improvements.................................. 10
Furniture and fixtures...................................... 3 - 7
Equipment and other......................................... 3 - 10
</TABLE>

INTANGIBLE ASSETS

The Systems have franchise rights to operate cable television systems in
various towns and political subdivisions. Franchise rights are being amortized
over the lesser of the remaining franchise lives or the base ten and twelve-year
terms of IP-I and ICP-IV, respectively. The remaining lives of the franchises
range from one to eighteen years.

Goodwill represents the excess of acquisition costs over the fair value of
net tangible and franchise assets acquired and liabilities assumed and is being
amortized on a straight-line basis over the base ten or twelve-year term of IP-I
and ICP-IV, respectively.

Capitalized intangibles are written down to recoverable values whenever
recoverability through operations or sale of the systems becomes doubtful. Each
year, the Systems evaluate the recoverability of the carrying value of their
intangible assets by assessing whether the projected cash flows, including
projected cash flows from sale of the systems, is sufficient to recover the
unamortized costs of these assets.

INCOME TAXES

Income taxes reported in InterMedia Cable Systems' combined financial
statements represent the tax effects of RMG's results of operations. RMG as a
corporation is the only entity within InterMedia Cable Systems which reports a
provision/benefit for income taxes. No provision or benefit for income taxes is
reported by any of the other cable systems within the InterMedia Cable Systems
structure because these systems are currently owned by various partnerships,
and, as such, the tax effects of these cable systems' results of operations
accrue to the partners.

RMG accounts for income taxes using the asset and liability approach which
requires the recognition of deferred tax assets and liabilities for the tax
consequences of temporary differences by applying enacted statutory tax rates
applicable to future years to differences between the financial statement
carrying amounts and the tax bases of existing assets and liabilities.

F-172
<PAGE> 418
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of receivables, payables, deferred revenue and accrued
liabilities approximates fair value due to their short maturity.

NEW ACCOUNTING PRONOUNCEMENT

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income (FAS
130), which establishes standards for reporting and disclosure of comprehensive
income and its components. FAS 130 is effective for fiscal years beginning after
December 15, 1997 and requires reclassification of financial statements for
earlier periods to be provided for comparative purposes. The Systems' total
comprehensive loss for all periods presented herein did not differ from those
amounts reported as net loss in the combined statement of operations.

3. SALE AND EXCHANGE OF CABLE PROPERTIES

SALE

On December 5, 1997, RMG sold its cable television assets serving
approximately 7,400 (unaudited) basic subscribers in and around Royston and
Toccoa, Georgia. The sale resulted in a gain, calculated as follows:

<TABLE>
<S> <C>
Proceeds from sale.......................................... $11,212
Net book value of assets sold............................... (1,206)
-------
Gain on sale................................................ $10,006
=======
</TABLE>

EXCHANGE

On December 31, 1998, certain of the Systems' cable television assets
located in and around western and eastern Tennessee ("Exchanged Assets"),
serving approximately 10,600 (unaudited) basic subscribers, plus cash of $398
were exchanged for other cable television assets located in and around western
and eastern Tennessee, serving approximately 10,000 (unaudited) basic
subscribers.

F-173
<PAGE> 419
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

The cable television assets received have been recorded at fair market
value, allocated as follows:

<TABLE>
<S> <C>
Property and equipment...................................... $ 5,141
Franchise rights............................................ 24,004
-------
Total............................................. $29,145
=======
</TABLE>

The exchange resulted in a gain of $26,218 calculated as the difference
between the fair value of the assets received and the net book value of the
Exchanged Assets less cash paid of $398.

4. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1998 1997
--------- --------
<S> <C> <C>
Franchise rights............................................ $ 332,157 $302,308
Goodwill.................................................... 58,505 58,772
Other....................................................... 345 6,392
--------- --------
391,007 367,472
Accumulated amortization.................................... (135,651) (83,910)
--------- --------
$ 255,356 $283,562
========= ========
</TABLE>

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
Land........................................................ $ 1,068 $ 1,898
Cable television plant...................................... 231,937 138,117
Building and improvements................................... 5,063 4,657
Furniture and fixtures...................................... 3,170 2,009
Equipment and other......................................... 25,396 21,808
Construction-in-progress.................................... 18,065 49,791
-------- --------
284,699 218,280
Accumulated depreciation.................................... (66,234) (38,599)
-------- --------
$218,465 $179,681
======== ========
</TABLE>

F-174
<PAGE> 420
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1998 1997
------- -------
<S> <C> <C>
Accounts payable............................................ $ 1,780 $ 2,996
Accrued program costs....................................... 1,897 1,577
Accrued franchise fees...................................... 4,676 4,167
Accrued copyright fees...................................... 406 762
Accrued capital expenditures................................ 5,215 5,179
Accrued payroll costs....................................... 1,784 1,789
Accrued property and other taxes............................ 862 1,851
Other accrued liabilities................................... 2,610 2,613
------- -------
$19,230 $20,934
======= =======
</TABLE>

7. NOTE PAYABLE TO INTERMEDIA PARTNERS IV, L.P.

RMG's note payable to IP-IV consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
Intercompany revolving credit facility, $1,200,000
commitment as of December 31, 1998, interest
currently at 6.86% payable on maturity, matures
December 31, 2006........................................ $396,579 $387,213
======== ========
</TABLE>

RMG's debt is outstanding under an intercompany revolving credit facility
executed with IP-IV. The revolving credit facility currently provides for
$1,200,000 of available credit.

RMG's intercompany revolving credit facility requires repayment of the
outstanding principal and accrued interest on the earlier of (i) December 31,
2006, or (ii) acceleration of any of IP-IV's obligations to repay under its bank
debt outstanding under its revolving credit facility ("IP-IV Revolving Credit
Facility") and term loan agreement ("IP-IV Term Loan", together with the IP-IV
Revolving Credit Facility, the "IP-IV Bank Facility") dated July 30, 1996.

Interest rates under RMG's intercompany revolving credit facility are
calculated monthly and are referenced to those made available under the IP-IV
Bank Facility. Interest rates ranged from 6.84% to 7.92% during 1998.

Charter has an obligation to assume and repay RMG's intercompany revolving
credit facility pursuant to the Charter Transactions.

F-175
<PAGE> 421
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

borrowings under the IP-IV Term Loan vary from LIBOR plus 1.75% to LIBOR plus
2.00% or ABR plus 0.50% to ABR plus 0.75% based on IP-IV's ratio of debt
outstanding to annualized quarterly operating cash flow ("Senior Debt Ratio").
Interest rates vary on borrowings under the IP-IV Revolving Credit Facility from
LIBOR plus 0.625% to LIBOR plus 1.50% or ABR to ABR plus 0.25% based on IP-IV's
Senior Debt Ratio. Prior to the amendment, interest rates on borrowings under
the IP-IV Term Loan were at LIBOR plus 2.375% or ABR plus 1.125%; and, interest
rates on borrowings under the IP-IV Revolving Credit Facility varied from LIBOR
plus 0.75% to LIBOR plus 1.75% or ABR to ABR plus 0.50% based on IP-IV's Senior
Debt Ratio. The IP-IV Bank Facility requires quarterly payment of fees on the
unused portion of the IP-IV Revolving Credit Facility of 0.375% per annum when
the Senior Debt Ratio is greater than 4.0:1.0 and at 0.25% when the Senior Debt
Ratio is less than or equal to 4.0:1.0.

The terms and conditions of RMG's intercompany debt agreement are not
necessarily indicative of the terms and conditions which would be available if
the Systems were a separate legal entity.

8. MANDATORILY REDEEMABLE PREFERRED SHARES

RMG has Redeemable Preferred Stock outstanding at December 31, 1998 and
1997, which has an annual dividend of 10.0% and participates in any dividends
paid on the common stock at 10.0% of the dividend per share paid on the common
stock. The Redeemable Preferred Stock bears a liquidation preference of $12,000
plus any accrued but unpaid dividends at the time of liquidation and is
mandatorily redeemable on September 30, 2006 at the liquidation preference
amount. Under the Agreements, upon consummation of the Charter Transactions,
Charter has an obligation to redeem RMG's Redeemable Preferred Stock at the
liquidation preference amount.

9. RELATED PARTY TRANSACTIONS

ICM and IMI provide certain management services to IP-I and ICP-IV,
respectively, for per annum fixed fees, of which 20% per annum is deferred and
payable in each following year in order to support InterMedia's debt. Prior to
January 1, 1998, ICM-IV provided such management services to ICP-IV.
InterMedia's management fees for the years ended December 31, 1998 and 1997
amounted to $5,410, and $6,395, respectively, of which $3,147 and $2,870,
respectively, has been charged to the Systems.

IMI has entered into agreements with both IP-I and ICP-IV to provide
accounting and administrative services at cost. Under the terms of the
agreements, the expenses associated with rendering these services are charged to
the Systems and other affiliates based upon relative basic subscriber
percentages. Management believes this method to be reflective of the actual
cost. During 1998 and 1997, IMI administrative fees charged to the Systems
totaled $3,657 and $4,153, respectively. Receivable from affiliates at December
31, 1998 and 1997 includes $52 and $1,080, respectively, of advances to IMI, net
of administrative fees charged by IMI and operating expenses paid by IMI on
behalf of the Systems.

IP-I is majority-owned, and ICP-IV is owned in part, by
Tele-Communications, Inc. ("TCI"). As affiliates of TCI, IP-I and ICP-IV are
able to purchase programming services from a subsidiary of TCI. Management
believes that the overall programming rates made available through this
relationship are lower than the Systems could obtain separately. Such volume
rates may not

F-176
<PAGE> 422
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

continue to be available in the future should TCI's ownership interest in
InterMedia significantly decrease. Program fees charged by the TCI subsidiary to
the Systems for the years ended December 31, 1998 and 1997 amounted to $30,884
and $26,815, respectively. Payable to affiliates includes programming fees
payable to the TCI subsidiary of $2,918 and $2,335 at December 31, 1998 and
1997, respectively.

On January 1, 1998 an affiliate of TCI entered into agreements with
InterMedia to manage the Systems' advertising business and related services for
an annual fixed fee per advertising sales subscriber as defined by the
agreements. In addition to the annual fixed fee TCI is entitled to varying
percentage shares of the incremental growth in annual cash flows from
advertising sales above specified targets. Management fees charged by the TCI
subsidiary for the year ended December 31, 1998 amount to $292. Receivable from
affiliates at December 31, 1998 includes $3,437 of receivable from TCI for
advertising sales.

As part of its normal course of business the Systems are involved in
transactions with affiliates of InterMedia which own and operate cable
television systems. Such transactions include purchases and sales of inventories
used in construction of cable plant at cost. Receivable from affiliates at
December 31, 1998 and 1997 includes $2,134 and $639, respectively, of
receivables from affiliated systems. Payable to affiliates at December 31, 1998
and 1997 includes $208 and $181, respectively, of payables to affiliated
systems.

10. CABLE TELEVISION REGULATION

Cable television legislation and regulatory proposals under consideration
from time to time by Congress and various federal agencies have in the past, and
may in the future, materially affect the Systems and the cable television
industry.

The cable industry is currently regulated at the federal and local levels
under the Cable Act of 1984, the Cable Act of 1992 ("the 1992 Act"), the
Telecommunications Act of 1996 (the "1996 Act") and regulations issued by the
Federal Communications Commission ("FCC") in response to the 1992 Act. FCC
regulations govern the determination of rates charged for basic, expanded basic
and certain ancillary services, and cover a number of other areas including
customer services and technical performance standards, the required transmission
of certain local broadcast stations and the requirement to negotiate
retransmission consent from major network and certain local television stations.
Among other provisions, the 1996 Act eliminated rate regulation on the expanded
basic tier effective March 31, 1999.

Current regulations issued in conjunction with the 1992 Act empower the FCC
and/or local franchise authorities to order reductions of existing rates which
exceed the maximum permitted levels and to require refunds measured from the
date a complaint is filed in some circumstances or retroactively for up to one
year in other circumstances. Management believes it has made a fair
interpretation of the 1992 Act and related FCC regulations in determining
regulated cable television rates and other fees based on the information
currently available. However, complaints have been filed with the FCC on rates
for certain franchises and certain local franchise authorities have challenged
existing and prior rates. Further complaints and challenges could be
forthcoming, some of which could apply to revenue recorded in 1998, 1997 and
prior years. Management believes that the effect, if any, of these complaints
and challenges will not be material to the Systems' financial position or
results of operations.

F-177
<PAGE> 423
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

Many aspects of regulation at the federal and local levels are currently
the subject of judicial review and administrative proceedings. In addition, the
FCC is required to conduct rulemaking proceedings to implement various
provisions of the 1996 Act. It is not possible at this time to predict the
ultimate outcome of these reviews or proceedings or their effect on the Systems.

11. COMMITMENTS AND CONTINGENCIES

The Systems are committed to provide cable television services under
franchise agreements with remaining terms of up to eighteen years. Franchise
fees of up to 5% of gross revenues are payable under these agreements.

Current FCC regulations require that cable television operators obtain
permission to retransmit major network and certain local television station
signals. The Systems have entered into long-term retransmission agreements with
all applicable stations in exchange for in-kind and/or other consideration.

InterMedia has been named in purported and certified class actions in
various jurisdictions concerning late fee charges and practices. Certain cable
systems owned by InterMedia charge late fees to customers who do not pay their
cable bills on time. These late fee cases challenge the amount of the late fees
and the practices under which they are imposed. The Plaintiffs raise claims
under state consumer protection statutes, other state statutes, and common law.
Plaintiffs generally allege that the late fees charged by InterMedia's cable
systems, including the Systems in the States of Tennessee, South Carolina and
Georgia are not reasonably related to the costs incurred by the cable systems as
a result of the late payment. Plaintiffs seek to require cable systems to reduce
their late fees on a prospective basis and to provide compensation for alleged
excessive late fee charges for past periods. These cases are either at the early
stages of the litigation process or are subject to a case management order that
sets forth a process leading to mediation. Based upon the facts available
management believes that, although no assurances can be given as to the outcome
of these actions, the ultimate disposition of these matters should not have a
material adverse effect upon the financial condition of the Systems.

Under existing Tennessee laws and regulations, the Systems pay an Amusement
Tax in the form of a sales tax on programming service revenues generated in
Tennessee in excess of charges for the basic and expanded basic levels of
service. Under the existing statute, only the service charges or fees in excess
of the charges for the "basic cable" television service package are exempt from
the Amusement Tax. Related regulations clarify the definition of basic cable to
include two tiers of service, which InterMedia's management and other operators
in Tennessee have interpreted to mean both the basic and expanded basic level of
services.

The Tennessee Department of Revenue ("TDOR") has proposed legislation which
would replace the Amusement Tax under the existing statute with a new sales tax
on all cable service revenues in excess of twelve dollars per month. The new tax
would be computed at a rate approximately equal to the existing effective tax
rate.

Unless InterMedia and other cable operators in Tennessee support the
proposed legislation, the TDOR has suggested that it would assess additional
taxes on prior years' expanded basic service revenues. The TDOR can issue an
assessment for prior periods up to three years. Management estimates that the
amount of such an assessment for the Systems, if made for all

F-178
<PAGE> 424
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

periods not previously audited, would be approximately $5.4 million.
InterMedia's management believes that it is possible but not likely that the
TDOR can make such an assessment and prevail in defending it.

InterMedia's management believes it has made a valid interpretation of the
current Tennessee statute and regulations and that it has properly determined
and paid all sales taxes due. InterMedia further believes that the legislative
history of the current statute and related regulations, as well as the TDOR's
history of not making assessments based on audits of prior periods, support
InterMedia's interpretation. InterMedia and other cable operators in Tennessee
are aggressively defending their past practices on calculation and payment of
the Amusement Tax and are discussing with the TDOR modifications to their
proposed legislation which would clarify the statute and would minimize the
impact of such legislation on the Systems' results of operations.

The Systems are subject to other claims and litigation in the ordinary
course of business. In the opinion of management, the ultimate outcome of any
existing litigation or other claims will not have a material effect on the
Systems' financial position or results of operations.

The Systems have entered into pole rental agreements and lease certain of
its facilities and equipment under non-cancelable operating leases. Minimum
rental commitments at December 31, 1998 for the next five years and thereafter
under non-cancelable operating leases related to the Systems are as follows:

Rent expense, including pole rental agreements, for the years ended
December 31, 1998 and 1997 was $2,817 and $2,828, respectively.

12. INCOME TAXES

Income tax (expense) benefit consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1997
------- ------
<S> <C> <C>
Current federal............................................. $ -- $ (285)
Deferred federal............................................ (1,454) 3,813
Deferred state.............................................. (169) 498
------- ------
$(1,623) $4,026
======= ======
</TABLE>

F-179
<PAGE> 425
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

Deferred income taxes relate to temporary differences as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1998 1997
-------- ---------
<S> <C> <C>
Property and equipment.................................... $ (7,258) $ (6,786)
Intangible assets......................................... (12,930) (8,336)
-------- ---------
(20,188) (15,122)
Loss carryforward - federal............................... 31,547 29,058
Loss carryforward - state................................. 297 --
Other..................................................... 942 285
-------- ---------
$ 12,598 $ 14,221
======== =========
</TABLE>

At December 31, 1998, RMG had net operating loss carryforwards for federal
income tax purposes aggregating $92,785, which expire through 2018. RMG is a
loss corporation as defined in Section 382 of the Internal Revenue Code.
Therefore, if certain substantial changes in RMG's ownership should occur, there
could be a significant annual limitation on the amount of loss carryforwards
which can be utilized.

InterMedia's management has not established a valuation allowance to reduce
the deferred tax assets related to RMG's unexpired net operating loss
carryforwards. Due to an excess of appreciated asset value over the tax basis of
RMG's net assets, management believes it is more likely than not that the
deferred tax assets related to unexpired net operating losses will be realized.

A reconciliation of the tax benefit computed at the statutory federal rate
and the tax (expense) benefit reported in the accompanying combined statements
of operations is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
------- --------
<S> <C> <C>
Tax benefit at federal statutory rate....................... $ 626 $ 4,454
State taxes, net of federal benefit......................... 73 498
Goodwill amortization....................................... (2,309) (2,056)
Realization of acquired tax benefit......................... -- 346
Other....................................................... (13) 784
------- --------
$(1,623) $ 4,026
======= ========
</TABLE>

13. CHANNEL LAUNCH REVENUE

During the years ended December 31, 1998 and 1997, the Systems were
credited $2,646 and $5,072, respectively, representing their share of payments
received by IP-I and ICP-IV from certain programmers to launch and promote their
new channels. Also, during 1998 the Systems recorded a receivable from a
programmer, of which $1,791 remains outstanding at December 31, 1998, for the
launch and promotion of its new channel. Of the total amount credited the
Systems recognized advertising revenue of $586 and $1,182 during the year ended
December 31, 1998

F-180
<PAGE> 426
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

and 1997, respectively, for advertisements provided by the Systems to promote
the new channels. The remaining payments and receivable credited from the
programmers are being amortized over the respective terms of the program
agreements which range between five and ten years. For the years ended December
31, 1998 and 1997, the Systems amortized and recorded as other service revenue
$956 and $894 respectively.

14. SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS

In connection with RMG's sale of its cable television assets located in
Royston and Toccoa, Georgia in December 1997, as described in Note 3 -- "Sale
and Exchange of Cable Properties," net cash proceeds received were as follows:

<S> <C>
Proceeds from sale.......................................... $11,212
Receivable from buyer....................................... (55)
-------
Net proceeds received from buyer.................. $11,157
=======
</TABLE>

In connection with the exchange of certain cable assets in and around
western and eastern Tennessee on December 31, 1998, as described in Note 3, the
Systems paid cash of $398.

In December 1998, IP-IV contributed its 4.99% partner interest in a limited
partnership to RMG. The book value of the investment at the time of the
contribution was $1,147.

Total accretion on RMG's Redeemable Preferred Stock for the years ended
December 31, 1998 and 1997 amounted to $945 and $882, respectively.

15. EMPLOYEE BENEFIT PLANS

The Systems participate in the InterMedia Partners Tax Deferred Savings
Plan which covers all full-time employees who have completed at least six months
of employment. The plan provides for a base employee contribution of 1% and a
maximum of 15% of compensation. The Systems' matching contributions under the
plan are at the rate of 50% of the employee's contribution, up to a maximum of
5% of compensation.

F-181
<PAGE> 427

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Rifkin Cable Income Partners L.P.

In our opinion, the accompanying balance sheet and the related statements of
operations, of partners' equity (deficit) and of cash flows present fairly, in
all material respects, the financial position of Rifkin Cable Income Partners
L.P. (the "Partnership") at December 31, 1997 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Partnership's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ PRICEWATERHOUSECOOPERS LLP

Denver, Colorado
March 19, 1999

F-182
<PAGE> 428

RIFKIN CABLE INCOME PARTNERS L. P.

BALANCE SHEET

<TABLE>
<CAPTION>
12/31/97 12/31/98
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents.................................. $ 381,378 $ 65,699
Customer accounts receivable, net of allowance for doubtful
accounts of $12,455 in 1997 and $18,278 in 1998.......... 49,585 51,523
Other receivables.......................................... 123,828 133,278
Prepaid expenses and deposits.............................. 81,114 70,675
Property, plant and equipment, at cost:
Cable television transmission and distribution systems
and related equipment................................. 8,536,060 8,758,525
Land, buildings, vehicles and furniture and fixtures..... 618,671 623,281
----------- -----------
9,154,731 9,381,806
Less accumulated depreciation............................ (3,847,679) (4,354,685)
----------- -----------
Net property, plant and equipment..................... 5,307,052 5,027,121
Franchise costs and other intangible assets, net of
accumulated amortization of $1,819,324 in 1997 and
$2,033,405 in 1998....................................... 2,005,342 1,772,345
----------- -----------
Total assets..................................... $ 7,948,299 $ 7,120,641
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued liabilities................... $ 365,392 $ 396,605
Customer deposits and prepayments.......................... 177,307 126,212
Interest payable........................................... 58,093 --
Long-term debt............................................. 4,914,000 --
Interpartnership debt...................................... -- 2,865,426
----------- -----------
Total liabilities................................ 5,514,792 3,388,243
Commitments and contingencies (Notes 4 and 8)
Partners' equity:
General partner.......................................... 263,171 822,837
Limited partners......................................... 2,170,336 2,909,561
----------- -----------
Total partner's equity........................... 2,433,507 3,732,398
----------- -----------
Total liabilities and partners' equity........... $ 7,948,299 $ 7,120,641
=========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-183
<PAGE> 429

RIFKIN CABLE INCOME PARTNERS L.P.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------
12/31/96 12/31/97 12/31/98
---------- ---------- ----------
<S> <C> <C> <C>
REVENUE:
Service............................................ $4,104,841 $4,491,983 $4,790,052
Installation and other............................. 206,044 239,402 345,484
---------- ---------- ----------
Total revenue............................ 4,310,885 4,731,385 5,135,536
COSTS AND EXPENSES:
Operating expense.................................. 643,950 691,700 671,968
Programming expense................................ 787,124 879,939 1,077,540
Selling, general and administrative expense........ 683,571 663,903 622,774
Depreciation....................................... 535,559 602,863 628,515
Amortization....................................... 377,749 332,770 199,854
Management fees.................................... 215,544 236,569 256,777
Loss (gain) on disposal of assets.................. 1,530 2,980 (2,138)
---------- ---------- ----------
Total costs and expenses................. 3,245,027 3,410,724 3,455,290
---------- ---------- ----------
Operating income................................... 1,065,858 1,320,661 1,680,246
Interest expense................................... 533,294 448,530 362,439
---------- ---------- ----------
Net income before extraordinary item............... 532,564 872,131 1,317,807
Extraordinary item -- Loss on early retirement of
debt (Note 1).................................... -- -- 18,916
---------- ---------- ----------
Net income......................................... $ 532,564 $ 872,131 $1,298,891
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-184
<PAGE> 430

RIFKIN CABLE INCOME PARTNERS L.P.

STATEMENT OF PARTNERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
--------- ---------- ----------
<S> <C> <C> <C>
Partners' equity (deficit), December 31, 1995... $(299,131) $1,427,630 $1,128,499
Net income...................................... 229,471 303,093 532,564
Equity distribution............................. (42,953) (56,734) (99,687)
--------- ---------- ----------
Partners' equity (deficit), December 31, 1996... (112,613) 1,673,989 1,561,376
Net income...................................... 375,784 496,347 872,131
--------- ---------- ----------
Partners' equity, December 31, 1997............. 263,171 2,170,336 2,433,507
Net income...................................... 559,666 739,225 1,298,891
--------- ---------- ----------
Partners' equity December 31, 1998.............. $ 822,837 $2,909,561 $3,732,398
========= ========== ==========
</TABLE>

The partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.

The accompanying notes are an integral part of the financial statements.

F-185
<PAGE> 431

RIFKIN CABLE INCOME PARTNERS L.P.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED
--------------------------------------
12/31/96 12/31/97 12/31/98
----------- ---------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................... $ 532,564 $ 872,131 $ 1,298,891
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............. 913,308 935,633 828,369
Amortization of deferred loan cost........ 18,970 18,970 14,228
Loss on early retirement of debt.......... -- -- 18,916
Loss (gain) on disposal of fixed assets... 1,530 2,980 (2,138)
Decrease (increase) in customer accounts
receivables............................. 521 (5,729) (1,938)
Increase in other receivables............. (45,274) (56,059) (9,450)
Decrease in prepaid expense and other..... 40,737 13,230 10,439
Increase (decrease) in accounts payable
and accrued liabilities................. (207,035) 61,625 31,213
Increase (decrease) in customer deposits
and prepayment.......................... 673 (63,524) (51,095)
Increase (decrease) in interest payable... 35,638 (3,145) (58,093)
----------- ---------- -----------
Net cash provided by operating
activities........................... 1,291,632 1,776,112 2,079,342
----------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment... (824,359) (679,394) (415,534)
Additions to other intangible assets, net of
refranchises.............................. -- (112) --
Net proceeds from the sale of assets......... 18,255 57,113 69,087
Sales tax related to Florida assets sold in
1994...................................... (14,694) -- --
----------- ---------- -----------
Net cash used in investing activities... (820,798) (622,393) (346,447)
----------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from interpartnership debt.......... -- -- 4,265,426
Payments of long-term debt................... (715,000) (871,000) (4,914,000)
Payments of interpartnership debt............ -- -- (1,400,000)
Partners' capital distributions.............. (99,687) -- --
----------- ---------- -----------
Net cash used in financing activities... (814,687) (871,000) (2,048,574)
----------- ---------- -----------
Net increase (decrease) in cash and cash
equivalents.................................. (343,853) 282,719 (315,679)
Cash and cash equivalents at beginning of
period....................................... 442,512 98,659 381,378
----------- ---------- -----------
Cash and cash equivalents at end of period..... $ 98,659 $ 381,378 $ 65,699
=========== ========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid................................ $ 455,124 $ 431,722 $ 406,304
=========== ========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-186
<PAGE> 432

RIFKIN CABLE INCOME PARTNERS L.P.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Rifkin Cable Income Partners L.P. (the "Partnership") was formed in 1986 as
a limited partnership under the laws of the State of Delaware. The Partnership
owns, operates and develops cable television systems in Missouri and New Mexico.
Rifkin Cable Management Partners L.P., an affiliate of Rifkin & Associates, Inc.
(Note 3), is the general partner of the Partnership.

The Partnership Agreement (the "Agreement") establishes the respective
rights, obligations and interests of the partners. The Agreement provides that
net income or loss, certain capital events, and cash distributions (all as
defined in the Agreement) are generally allocated 43% to the general partner and
57% to the limited partners.

ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP

During 1998, Interlink Communications Partners, LLLP ("ICP") agreed to
purchase all of the interests of the Partnership. ICP acquired the limited
partner interests, effective December 31, 1998, and is currently in the process
of obtaining the necessary consents to transfer all of the Partnership's
franchises to ICP. Once obtained, ICP will then purchase the general partner
interest in the Partnership, and the Partnership will, by operation of law, be
consolidated into ICP.

REVENUE RECOGNITION

Customer fees are recorded as revenue in the period the service is
provided. The cost to acquire the rights to the programming generally is
recorded when the product is initially available to be viewed by the customer.

ADVERTISING AND PROMOTION EXPENSES

Advertising and promotion expenses are charged to income during the year in
which they are incurred and were not significant for the periods shown.

PROPERTY, PLANT AND EQUIPMENT

Additions to property, plant and equipment are recorded at cost, which in
the case of assets constructed includes amounts for material, labor, overhead
and capitalized interest, if applicable. Upon sale or retirement of an asset,
the related costs and accumulated depreciation are removed from the accounts and
any gain or loss is recognized.

Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets as follows:

<TABLE>
<S> <C>
Buildings................................................. 21-30 years
Cable television transmission and distribution systems and
related equipment....................................... 3-15 years
Vehicles and furniture and fixtures....................... 3-5 years
</TABLE>

FRANCHISE COSTS

Franchise costs are amortized using the straight-line method over the
remaining lives of the franchises as of the date they were acquired, ranging
from eight to twenty-five years. The

F-187
<PAGE> 433
RIFKIN CABLE INCOME PARTNERS L.P.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

carrying value of intangibles is assessed for recoverability by management based
on an analysis of undiscounted expected future cash flows. The Partnership's
management believes that there has been no impairment thereof as of December 31,
1998.

OTHER INTANGIBLE ASSETS

Loan costs of the Partnership have been deferred and have been amortized to
interest expense utilizing the straight-line method over the term of the related
debt. Use of the straight-line method approximates the results of the
application of the interest method. The net amount remaining at December 31,
1997 was $37,886.

On December 30, 1998, the loan with a financial institution was paid in
full (Note 2). The related deferred loan costs and associated accumulated
amortization were written off and an extraordinary loss of $18,916 was recorded.

CASH AND CASH EQUIVALENTS

All highly liquid debt instruments purchased with an original maturity of
three months or less are considered to be cash equivalents.

INCOME TAXES

No provision for Federal or State income taxes is necessary in the
financial statements of the Partnership, because as a partnership, it is not
subject to Federal or State income tax as the tax effect of its activities
accrues to the partners.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENT

In April 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-5 "Reporting on the Costs of Start-Up
Activities," which requires the Partnership to expense all start up costs
related to opening a new facility, introduction of anew product or service, or
conducting business with a new class of customer or in a new territory. This
standard is effective for the Partnership's 1999 fiscal year. Management
believes that SOP 98-5 will have no material effect on its financial position or
the results of operations.

RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

Certain reclassifications have been made to the 1996 and 1997 financial
statements to conform with the 1998 financial statement presentation.

2. DEBT

The Partnership had a term loan with a financial institution which required
varying quarterly payments. At December 31, 1997, the term loan had a balance of
$4,914,000. At December 30,

F-188
<PAGE> 434
RIFKIN CABLE INCOME PARTNERS L.P.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

1998, the term loan had a balance of $4,216,875; at that date, the total balance
and accrued interest were paid in full.

On that same date, the Partnership obtained a new interpartnership loan
with ICP (Note 1). Borrowing under the interpartnership loan, as well as
interest and principle payments are due at the discretion of the management of
ICP, resulting in no minimum required annual principle payments. The balance of
the interpartnership loan at December 31, 1998 was $2,865,426. The effective
interest rate at December 31, 1998 was 8.5%.

3. MANAGEMENT AGREEMENT

The Partnership has entered into a management agreement with Rifkin and
Associates, Inc. (Rifkin). The management agreement provides that Rifkin shall
act as manager of the Partnership's CATV systems, and shall be entitled to
annual compensation of 5% of the Partnership's CATV revenues, net of certain
CATV programming costs. Effective September 1, 1998, Rifkin conveyed its CATV
management business to R & A Management, LLC (RML). The result of this
transaction included the conveyance of the Rifkin management agreement (Rifkin
Agreement) to RML (RML Agreement). Expenses incurred pursuant to the Rifkin
Agreement and the RML Agreement are disclosed in total on the Statement of
Operations.

4. COMMITMENTS AND RENTAL EXPENSE

The Partnership leases certain real and personal property under
noncancelable operating leases expiring through the year 2001. Future minimum
lease payments under such noncancelable leases as of December 31, 1998 are:
$30,000 for each year 1999, 2000 and 2001, totaling $90,000.

Total rental expense for the years ended December 31, 1996, 1997 and 1998
was $60,323, $68,593 and $68,776, respectively, including $27,442, $36,822 and
$36,716, respectively, relating to cancelable pole rental agreements.

5. RETIREMENT BENEFITS

The Partnership has a 401(k) plan for its employees that have been employed
by the Partnership for at least one year. Employees of the Partnership can
contribute up to 15% of their salary, on a before-tax basis, with a maximum 1998
contribution of $10,000 (as set by the Internal Revenue Service). The
Partnership matches participant contributions up to a maximum of 50% of the
first 3% of a participant's salary contributed. All participant contributions
and earnings are fully vested upon contribution and Partnership contributions
and earnings vest 20% per year of employment with the Partnership, becoming
fully vested after five years. The Partnership's matching contributions for the
years ended December 31, 1996, 1997 and 1998 were $2,693, $3,653 and $2,680,
respectively.

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Partnership has a number of financial instruments, none of which are
held for trading purposes. The following method and assumptions were used by the
Partnership to estimate the fair values of financial instruments as disclosed
herein:

Cash and Cash Equivalents, Customer Accounts Receivable, Other Receivables,
Accounts Payable and Accrued Liabilities and Customer Deposits and Prepayments:
The carrying value amount approximates fair value because of the short period to
maturity.

F-189
<PAGE> 435
RIFKIN CABLE INCOME PARTNERS L.P.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Debt: The carrying value amount approximates the fair value because the
Partnership's interpartnership debt was obtained on December 30, 1998.

7. CABLE REREGULATION

Congress enacted the Cable Television Consumer Protection and Competition
Act of 1992 (the Cable Act) and has amended it at various times since.

The total effects of the present law are, at this time, still unknown.
However, one provision of the present law further redefines a small cable
system, and exempts these systems from rate regulation on the upper tiers of
cable service. The Partnership is awaiting an FCC rulemaking implementing the
present law to determine whether its systems qualify as small cable systems.

8. LITIGATION

The Partnership could possibly be named as defendant in various actions and
proceedings arising from the normal course of business. In all such cases, the
Partnership will vigorously defend itself against the litigation and, where
appropriate, will file counterclaims. Although the eventual outcome of potential
lawsuits cannot be predicted, it is management's opinion that any such lawsuit
will not result in liabilities that would have a material affect on the
Partnership's financial position or results of operations.

F-190
<PAGE> 436

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Rifkin Acquisition Partners, L.L.L.P.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, partners' capital (deficit) and cash
flows present fairly, in all material respects, the financial position of Rifkin
Acquisition Partners, L.L.L.P. and its subsidiaries (the "Company") at December
31, 1998 and 1997, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

Denver, Colorado
March 19, 1999

F-191
<PAGE> 437

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
12/31/98 12/31/97
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................ $ 2,324,892 $ 1,902,555
Customer accounts receivable, net of allowance for
doubtful accounts of $444,839 in 1998 and $425,843 in
1997................................................... 1,932,140 1,371,050
Other receivables........................................ 5,637,771 4,615,089
Prepaid expenses and other............................... 2,398,528 1,753,257
Property, plant and equipment at cost:
Cable television transmission and distribution systems
and related equipment............................... 149,376,914 131,806,310
Land, buildings, vehicles and furniture and fixtures... 7,421,960 7,123,429
------------ ------------
156,798,874 138,929,739
Less accumulated depreciation.......................... (35,226,773) (26,591,458)
------------ ------------
Net property, plant and equipment.............. 121,572,101 112,338,281
Franchise costs and other intangible assets, net of
accumulated amortization of $67,857,545 in 1998 and
$53,449,637 in 1997.................................... 183,438,197 180,059,655
------------ ------------
Total assets................................... $317,303,629 $302,039,887
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued liabilities................. $ 11,684,594 $ 11,690,894
Customer deposits and prepayments........................ 1,676,900 1,503,449
Interest payable......................................... 7,242,954 7,384,509
Deferred tax liability, net.............................. 7,942,000 12,138,000
Notes payable............................................ 224,575,000 229,500,000
------------ ------------
Total liabilities.............................. 253,121,448 262,216,852
Commitments and contingencies (Notes 8 and 14)
Redeemable partners' interests........................... 10,180,400 7,387,360
Partners' capital (deficit):
General partner........................................ (1,991,018) (1,885,480)
Limited partners....................................... 55,570,041 34,044,912
Preferred equity interest.............................. 422,758 276,243
------------ ------------
Total partners' capital.................................. 54,001,781 32,435,675
------------ ------------
Total liabilities and partners' capital........ $317,303,629 $302,039,887
============ ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-192
<PAGE> 438

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------------
12/31/98 12/31/97 12/31/96
----------- ------------ ------------
<S> <C> <C> <C>
REVENUE:
Service....................................... $82,498,638 $ 78,588,503 $ 66,433,321
Installation and other........................ 7,422,675 5,736,412 4,852,124
----------- ------------ ------------
Total revenue....................... 89,921,313 84,324,915 71,285,445
COSTS AND EXPENSES:
Operating expense............................. 13,305,376 14,147,031 10,362,671
Programming expense........................... 18,020,812 15,678,977 14,109,527
Selling, general and administrative expense... 13,757,090 12,695,176 11,352,870
Depreciation.................................. 15,109,327 14,422,631 11,725,246
Amortization.................................. 22,104,249 24,208,169 23,572,457
Management fees............................... 3,147,246 2,951,372 2,475,381
Loss on disposal of assets.................... 3,436,739 7,834,968 1,357,180
----------- ------------ ------------
Total costs and expenses............ 88,880,839 91,938,324 74,955,332
----------- ------------ ------------
Operating income (loss)....................... 1,040,474 (7,613,409) (3,669,887)
Gain from the sale of assets (Note 4)......... (42,863,060) -- --
Interest expense.............................. 23,662,248 23,765,239 21,607,174
----------- ------------ ------------
Income (loss) before income taxes............. 20,241,286 (31,378,648) (25,277,061)
Income tax benefit............................ (4,177,925) (5,335,000) (3,645,719)
----------- ------------ ------------
Net income (loss)............................. $24,419,211 $(26,043,648) $(21,631,342)
=========== ============ ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-193
<PAGE> 439

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------
12/31/98 12/31/97 12/31/96
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................... $ 24,419,211 $(26,043,648) $(21,631,342)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization.................... 37,213,576 38,630,800 35,297,703
Amortization of deferred loan costs.............. 989,760 989,760 970,753
Gain on sale of assets (Note 4).................. (42,863,060) -- --
Loss on disposal of fixed assets................. 3,436,739 7,834,968 1,357,180
Deferred tax benefit............................. (4,196,000) (5,335,000) (3,654,000)
Increase in customer accounts receivables........ (300,823) (186,976) (117,278)
Increase in other receivables.................... (474,599) (1,992,714) (994,681)
(Increase) decrease in prepaid expenses and
other.......................................... (684,643) 23,015 (494,252)
Increase in accounts payable and accrued
liabilities.................................... 34,073 1,753,656 3,245,736
Increase (decrease) in customer deposits and
prepayments.................................... (86,648) 231,170 164,824
Increase (decrease) in interest payable.......... (141,555) 600,248 6,692,988
------------ ------------ ------------
Net cash provided by operating activities... 17,346,031 16,505,279 20,837,631
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of cable systems, net (Note 3).......... (2,212,958) (19,359,755) (71,797,038)
Additions to property, plant and equipment.......... (26,354,756) (28,009,253) (16,896,582)
Additions to cable television franchises, net of
retirements...................................... (151,695) 72,162 (1,182,311)
Net proceeds from the sale of cable systems (Note
4)............................................... 16,533,564 -- --
Net proceeds from the other sales of assets......... 247,216 306,890 197,523
------------ ------------ ------------
Net cash used in investing activities....... (11,938,629) (46,989,956) (89,678,408)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from isssuance of senior subordinated
notes............................................ -- -- 125,000,000
Proceeds from long-term bank debt................... 22,500,000 38,000,000 18,000,000
Deferred loan costs................................. -- -- (6,090,011)
Payments of long-term bank debt..................... (27,425,000) (7,000,000) (82,000,000)
Partners' capital contributions..................... -- -- 15,000,000
Equity distributions to partners.................... (60,065) -- --
------------ ------------ ------------
Net cash provided by (used in) financing
activities................................ (4,985,065) 31,000,000 69,909,989
------------ ------------ ------------
Net increase in cash.................................. 422,337 515,323 1,069,212
Cash and cash equivalents at beginning of period...... 1,902,555 1,387,232 318,020
------------ ------------ ------------
Cash and cash equivalents at end of period............ $ 2,324,892 $ 1,902,555 $ 1,387,232
============ ============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid....................................... $ 22,737,443 $ 22,098,732 $ 13,866,995
============ ============ ============
Noncash investing activities:
Proceeds from the sale of Michigan assets held in
escrow......................................... $ 500,000 $ -- $ --
============ ============ ============
Trade value related to the trade sale of
Tennessee assets............................... $ 46,668,000 $ -- $ --
============ ============ ============
Trade value related to trade acquisition of
Tennessee assets............................... $(46,668,000) $ -- $ --
============ ============ ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-194
<PAGE> 440

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)

<TABLE>
<CAPTION>
PREFERRED GENERAL LIMITED
EQUITY INTEREST PARTNER PARTNERS TOTAL
--------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Partners' capital (deficit) at
December 31, 1995............. $ 562,293 $(1,085,311) $ 69,421,043 $ 68,898,025
Partners' capital
contributions................. -- 150,000 14,850,000 15,000,000
Accretion of redeemable
partners' interest............ -- (157,730) (1,104,110) (1,261,840)
Net loss........................ (129,788) (216,313) (21,285,241) (21,631,342)
--------- ----------- ------------ ------------
Partners' capital (deficit) at
December 31, 1996............. 432,505 (1,309,354) 61,881,692 61,004,843
Accretion of redeemable
partners' interest............ -- (315,690) (2,209,830) (2,525,520)
Net loss........................ (156,262) (260,436) (25,626,950) (26,043,648)
--------- ----------- ------------ ------------
Partners' capital (deficit) at
December 31, 1997............. 276,243 (1,885,480) 34,044,912 32,435,675
Accretion of redeemable
partners' interest............ -- (349,130) (2,443,910) (2,793,040)
Net income...................... 146,515 244,192 24,028,504 24,419,211
Partners' equity distribution... -- (600) (59,465) (60,065)
--------- ----------- ------------ ------------
Partners' capital (deficit) at
December 31, 1998............. $ 422,758 $(1,991,018) $ 55,570,041 $ 54,001,781
========= =========== ============ ============
</TABLE>

The Partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.

The accompanying notes are an integral part of the consolidated financial
statements.

F-195
<PAGE> 441

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL INFORMATION

Rifkin Acquisition Partners, L.L.L.P. ("the Partnership") was formed
pursuant to the laws of the State of Colorado. The Partnership and its
subsidiaries are hereinafter referred to on a consolidated basis as the
"Company." The Company owns, operates, and develops cable television systems in
Georgia, Tennessee, and Illinois. Rifkin Acquisition Management, L.P., an
affiliate of Rifkin & Associates, Inc. (Note 7), is the general partner of the
Partnership ("General Partner").

The Partnership operates under a limited liability limited partnership
agreement (the "Partnership Agreement") which establishes contribution
requirements, enumerates the rights and responsibilities of the partners and
advisory committee, provides for allocations of income, losses and
distributions, and defines certain items relating thereto. The Partnership
Agreement provides that net income or loss, certain defined capital events, and
cash distributions, all as defined in the Partnership Agreement, are generally
allocated 99% to the limited partners and 1% to the general partner.

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the following
entities:

<TABLE>
<S> <C>
- - Rifkin Acquisition Partners, L.L.L.P. - Cable Equities of Colorado, Ltd. (CEC)
- - Cable Equities of Colorado - Cable Equities, Inc. (CEI)
Management Corp. (CEM) - Rifkin Acquisition Capital Corp. (RACC)
</TABLE>

The financial statements for 1997 and 1996 also included the following
entities:

<TABLE>
<S> <C>
- - Rifkin/Tennessee, Ltd. (RTL) - FNI Management Corp. (FNI)
</TABLE>

Effective January 1, 1998, both the RTL and FNI entities were dissolved and
the assets were transferred to the Partnership.

All significant intercompany accounts and transactions have been
eliminated.

REVENUE AND PROGRAMMING

ADVERTISING AND PROMOTION EXPENSES

Advertising and promotion expenses are charged to income during the year in
which they are incurred and were not significant for the periods shown.

PROPERTY, PLANT AND EQUIPMENT

Additions to property, plant and equipment are recorded at cost, which in
the case of assets constructed, includes amounts for material, labor, overhead
and interest, if applicable. Upon sale or retirement of an asset, the related
costs and accumulated depreciation are removed from the accounts and any gain or
loss is recognized. Capitalized interest was not significant for the periods
shown.

F-196
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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets as follows:

<TABLE>
<S> <C>
Buildings................................................. 27-30 years
Cable television transmission and distribution systems and
related equipment....................................... 3-15 years
Vehicles and furniture and fixtures....................... 3-5 years
</TABLE>

Expenditures for maintenance and repairs are expensed as incurred.

FRANCHISE COSTS

Franchise costs are amortized using the straight-line method over the
remaining lives of the franchises as of the date they were acquired, ranging
from one to twenty years. The carrying value of franchise costs is assessed for
recoverability by management based on an analysis of undiscounted future
expected cash flows from the underlying operations of the Company. Management
believes that there has been no impairment thereof as of December 31, 1998.

OTHER INTANGIBLE ASSETS

Certain loan costs have been deferred and are amortized to interest expense
utilizing the straight-line method over the remaining term of the related debt.
Use of the straight-line method approximates the results of the application of
the interest method. The net amounts remaining at December 31, 1998 and 1997
were $6,176,690 and $7,166,450, respectively.

CASH AND CASH EQUIVALENTS

All highly liquid debt instruments purchased with an original maturity of
three months or less are considered to be cash equivalents.

REDEEMABLE PARTNERS' INTERESTS

The Partnership Agreement provides that if a certain partner dies or
becomes disabled, that partner (or his personal representative) shall have the
option, exercisable by notice given to the partners at any time within 270 days
after his death or disability (except that if that partner dies or becomes
disabled prior to August 31, 2000, the option may not be exercised until August
31, 2000 and then by notice by that partner or his personal representative given
to the partners within 270 days after August 31, 2000) to sell, and require the
General Partner and certain trusts controlled by that partner to sell, and the
Partnership to purchase, up to 50% of the partnership interests owned by any of
such partners and certain current and former members of management of Rifkin &
Associates, Inc. that requests to sell their interest, for a purchase price
equal to the fair market value of those interests determined by appraisal in
accordance with the Partnership Agreement. Accordingly, the current fair value
of such partnership interests have been reclassified outside of partners'
capital.

USE OF ESTIMATES

F-197
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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENT

In April 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-5 "Reporting on the Costs of Start-Up
Activities," which requires the Partnership to expense all start up costs
related to organizing a new business. This new standard also includes one-time
activities related to opening a new facility, introduction of a new product or
service, or conducting business with a new class of customer or in a new
territory. This standard is effective for the Partnership's 1999 fiscal year.
Management believes that SOP 98-5 will have no material effect on its financial
position or the results of operations.

RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

Certain reclassifications have been made to the 1997 and 1996 financial
statements to conform with the 1998 financial statement presentation. Such
reclassification had no effect on the net loss as previously stated.

2. SUBSEQUENT EVENT

On February 12, 1999, the Company signed a letter of intent for the
partners to sell all of their partnership interests to Charter Communications
("Charter"). The Company and Charter are expected to sign a purchase agreement
and complete the sale during the third quarter of 1999.

3. ACQUISITION OF CABLE PROPERTIES

1998 ACQUISITIONS

At various times during the second half of 1998, the Company completed
three separate acquisitions of cable operating assets. Two of the acquisitions
serve communities in Gwinnett County, Georgia (the "Georgia Systems"). These
acquisitions were accounted for using the purchase method of accounting.

The third acquisition resulted from a trade of the Company's systems
serving the communities of Paris and Piney Flats, Tennessee for the operating
assets of another cable operator serving primarily the communities of Lewisburg
and Crossville, Tennessee (the "Tennessee Trade"). The trade was for cable
systems that are similar in size and was accounted for based on fair market
value. Fair market value was established at $3,000 per customer relinquished,
which was based on recent sales transactions of similar cable systems. The
transaction included the payment of approximately $719,000, net, of additional
cash (Note 4).

F-198
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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The combined purchase price was allocated based on estimated fair values
from an independent appraisal to property, plant and equipment and franchise
cost as follows (dollars in thousands):

<TABLE>
<CAPTION>
GEORGIA TENNESSEE
SYSTEMS TRADE TOTAL
------- --------- -------
<S> <C> <C> <C>
Fair value of assets relinquished (Note 4)............ $ -- $46,668 $46,668
Cash paid............................................. 1,392 719 2,111
Acquisition Costs (appraisal, transfer fees and direct
costs).............................................. 26 76 102
------ ------- -------
Total acquisition cost................................ $1,418 $47,463 $48,881
====== ======= =======
Allocation:
Current assets........................................ $ (2) $ 447 $ 445
Current liabilities................................... (1) (397) (398)
Property, plant and equipment......................... 333 11,811 12,144
Franchise Cost........................................ 1,088 35,602 36,690
------ ------- -------
Total cost allocated.................................. $1,418 $47,463 $48,881
====== ======= =======
</TABLE>

The fair value of assets relinquished from the Tennessee Trade was treated
as a noncash transaction on the Consolidated Statement of Cash Flows. The cash
acquisition costs were funded by proceeds from the Company's reducing revolving
loan with a financial institution.

The following combined pro forma information presents a summary of
consolidated results of operations for the Company as if the Tennessee Trade
acquisitions had occurred at the beginning of 1997, with pro forma adjustments
to show the effect on depreciation and amortization for the acquired assets,
management fees on additional revenues and interest expense on additional debt
(dollars in thousands):

<TABLE>
<CAPTION>
YEARS ENDED
-----------------------
12/31/98 12/31/97
-------- -----------
(UNAUDITED)
<S> <C> <C>
Total revenues.................................. $89,921 $ 84,325
Net income (loss)............................... 19,447 (29,631)
</TABLE>

The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Tennessee Trade actually been
acquired on January 1, 1997.

1997 ACQUISITIONS

On April 1, 1997, the Company acquired the cable operating assets of two
cable systems serving the Tennessee communities of Shelbyville and Manchester
(the "Manchester Systems"), for an aggregate purchase price of approximately
$19.7 million of which $495,000 was paid as escrow in 1996. The acquisition was
accounted for using the purchase method of accounting, and was funded by
proceeds from the Company's reducing revolving loan with a financial
institution. No pro forma information giving the effect of the acquisitions is
shown due to the results being immaterial.

F-199
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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1996 ACQUISITIONS

On March 1, 1996, the Company acquired certain cable operating assets
("Mid-Tennessee Systems") from Mid-Tennessee CATV, L.P., and on April 1, 1996
acquired the cable operating assets ("RCT Systems") from Rifkin Cablevision of
Tennessee, Ltd. Both Mid-Tennessee CATV, L.P. and Rifkin Cablevision of
Tennessee, Ltd. were affiliates of the General Partner. The acquisition costs
were funded by $15 million of additional partner contributions and the remainder
from a portion of the proceeds received from the issuance of $125 million of
11 1/8% Senior Subordinated Notes due 2006 (see Note 6).

The acquisitions were recorded using the purchase method of accounting. The
results of operations of the Mid-Tennessee Systems have been included in the
consolidated financial statements since March 1, 1996, and the results of the
RCT Systems have been included in the consolidated financial statements since
April 1, 1996. The combined purchase price was allocated based on estimated fair
values from an independent appraisal to property, plant and equipment and
franchise cost as follows (dollars in thousands):

<TABLE>
<S> <C>
Cash paid, net of acquired cash............................. $71,582
Acquisition costs (appraisal, transfer fees, and direct
costs).................................................... 215
-------
Total acquisition cost...................................... $71,797
=======
Allocation:
Current assets.............................................. $ 624
Current liabilities......................................... (969)
Property, plant and equipment............................... 24,033
Franchise cost and other intangible assets.................. 48,109
-------
Total cost allocated........................................ $71,797
=======
</TABLE>

The following combined pro forma information presents a summary of
consolidated results of operations for the Company as if the Mid-Tennessee
Systems and the RCT Systems acquisitions had occurred at the beginning of 1996,
with pro forma adjustments to show the effect on depreciation and amortization
for the acquired assets, management fees on additional revenues and interest
expense on additional debt (dollars in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
-----------
12/31/96
-----------
(UNAUDITED)
<S> <C>
Total revenues............................................. $ 74,346
Net loss................................................... (22,558)
</TABLE>

The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Mid-Tennessee Systems and the
RCT Systems actually been acquired on January 1, 1996.

4. SALE OF ASSETS

On February 4, 1998, the Company sold all of its operating assets in the
state of Michigan (the "Michigan Sale") to another cable operator for cash. In
addition, on December 31, 1998,

F-200
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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the Company traded certain cable systems in Tennessee (the "Tennessee Trade")
for similar-sized cable systems (Note 3). Both sales resulted in a gain
recognized by the Company as follows (dollars in thousands):

<TABLE>
<CAPTION>
MICHIGAN TENNESSEE
SALE TRADE TOTAL
-------- --------- -------
<S> <C> <C> <C>
Fair value of assets relinquished............. $ -- $46,668 $46,668
Original cash proceeds........................ 16,931 -- 16,931
Adjustments for value of assets and
liabilities assumed......................... 120 (17) 103
------- ------- -------
Net proceeds.................................. 17,051 46,651 63,702
Net book value of assets sold................. 11,061 9,778 20,839
------- ------- -------
Net gain from sale............................ $ 5,990 $36,873 $42,863
======= ======= =======
</TABLE>

The Michigan Sale proceeds amount includes $500,000 that is currently being
held in escrow. This amount and the fair value of assets relinquished, related
to the Tennessee Trade, were both treated as noncash transactions on the
Consolidated Statement of Cash Flows.

The cash proceeds from the Michigan Sale were used by the Company to reduce
its revolving and term loans with a financial institution.

5. INCOME TAXES

Although the Partnership is not a taxable entity, two corporations (the
"subsidiaries") are included in the consolidated financial statements. These
subsidiaries are required to pay taxes on their taxable income, if any.

F-201
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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following represents a reconciliation of pre-tax losses as reported in
accordance with generally accepted accounting principles and the losses
attributable to the partners and included in their individual income tax
returns:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
12/31/98 12/31/97 12/31/96
------------ ------------ ------------
<S> <C> <C> <C>
Pre-tax income (loss) as reported....... $ 20,241,286 $(31,378,648) $(25,277,061)
(Increase) decrease due to:
Separately taxed book results of
corporate subsidiaries............. 9,397,000 15,512,000 9,716,000
Effect of different depreciation and
amortization methods for tax and
book purposes...................... (1,360,000) (2,973,000) (3,833,000)
Additional tax gain from the sale of
Michigan(Note 4)...................... 2,068,000 -- --
Book gain from trade sale of Tennessee
assets(Note 4)........................ (36,873,000) -- --
Additional tax loss from dissolution of
FNI stock............................. (7,235,000) -- --
Other................................... 81,714 (45,052) (22,539)
------------ ------------ ------------
Tax loss attributed to the partners..... $(13,680,000) $(18,884,700) $(19,416,600)
============ ============ ============
</TABLE>

The Company accounts for income taxes under the liability method. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.

As a result of a change in control in 1995, the book value of the Company's
net assets was increased to reflect their fair market value. In connection with
this revaluation, a deferred income tax liability in the amount of $22,801,000
was established to provide for future taxes payable on the revised valuation of
the net assets. A deferred tax benefit of $4,196,000, $5,335,000 and $3,654,000
was recognized for the years ended December 31, 1998, 1997 and 1996,
respectively, reducing the liability to $7,942,000.

Deferred tax assets (liabilities) were comprised of the following at
December 31, 1998 and 1997:

<TABLE>
<CAPTION>
12/31/98 12/31/97
------------ ------------
<S> <C> <C>
Deferred tax assets resulting from loss
carryforwards.......................... $ 11,458,000 $ 9,499,000
Deferred tax liabilities resulting from
depreciation and amortization.......... (19,400,000) (21,637,000)
------------ ------------
Net deferred tax liability............... $ (7,942,000) $(12,138,000)
============ ============
</TABLE>

F-202
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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As of December 31, 1998 and 1997, the subsidiaries have net operating loss
carryforwards ("NOLs") for income tax purposes of $30,317,000 and $25,264,000,
respectively, substantially all of which are limited. The NOLs will expire at
various times between the years 2000 and 2013.

In 1998, one of the corporate entities was dissolved. The existing NOL's
were used to offset taxable income down to $87,751, resulting in a current tax
for 1998 of $18,075.

Under the Internal Revenue Code of 1986, as amended (the "Code"), the
subsidiaries generally would be entitled to reduce their future federal income
tax liabilities by carrying the unused NOLs forward for a period of 15 years to
offset their future income taxes. The subsidiaries' ability to utilize any NOLs
in future years may be restricted, however, in the event the subsidiaries
undergo an "ownership change" as defined in Section 382 of the Code. In the
event of an ownership change, the amount of NOLs attributable to the period
prior to the ownership change that may be used to offset taxable income in any
year thereafter generally may not exceed the fair market value of the subsidiary
immediately before the ownership change (subject to certain adjustments)
multiplied by the applicable long-term, tax exempt rate published by the
Internal Revenue Service for the date of the ownership change. Two of the
subsidiaries underwent an ownership change on September 1, 1995 pursuant to
Section 382 of the Code. As such, the NOLs of the subsidiaries are subject to
limitation from that date forward. It is the opinion of management that the NOLs
will be released from this limitation prior to their expiration dates and, as
such, have not been limited in their calculation of deferred taxes.

The provision for income tax expense (benefit) differs from the amount
which would be computed by applying the statutory federal income tax rate of 35%
to pre-tax income before extraordinary loss as a result of the following:

<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------------
12/31/98 12/31/97 12/31/96
------------ ------------ -----------
<S> <C> <C> <C>
Tax expense (benefit) computed at statutory
rate...................................... $ 7,084,450 $(10,982,527) $(8,846,971)
Increase (decrease) due to:
Tax benefit (expense) for non-corporate
loss................................... (10,373,252) 5,900,546 5,446,721
Permanent differences between financial
statement income and taxable income.... (36,200) 84,500 48,270
State income tax.......................... (247,000) (377,500) (252,590)
Tax benefit from dissolved corporation.... (148,925) -- --
Other..................................... (456,998) 39,981 (41,149)
------------ ------------ -----------
Income Tax Benefit........................ $ (4,177,925) $ (5,335,000) $(3,645,719)
============ ============ ===========
</TABLE>

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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. NOTES PAYABLE

Debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
Senior Subordinated Notes................ $125,000,000 $125,000,000
Tranche A Term Loan...................... 21,575,000 25,000,000
Tranche B Term Loan...................... 40,000,000 40,000,000
Reducing Revolving Loan.................. 35,000,000 36,500,000
Senior Subordinated Debt................. 3,000,000 3,000,000
------------ ------------
$224,575,000 $229,500,000
============ ============
</TABLE>

The Notes and loans are collateralized by substantially all of the assets
of the Company.

On January 26, 1996, the Company and its wholly-owned subsidiary, RACC (the
"Issuers"), co-issued $125,000,000 of 11 1/8% Senior Subordinated Notes (the
"Notes") to institutional investors. These notes were subsequently exchanged on
June 18, 1996 for publicly registered notes with identical terms. Interest on
the Notes is payable semi-annually on January 15 and July 15 of each year. The
Notes, which mature on January 15, 2006, can be redeemed in whole or in part, at
the Issuers' option, at any time on or after January 15, 2001, at redeemable
prices contained in the Notes plus accrued interest. In addition, at any time on
or prior to January 15, 1999, the Issuers, at their option, may redeem up to 25%
of the principle amount of the Notes issued to institutional investors of not
less than $25,000,000. At December 31, 1998 and 1997, all of the Notes were
outstanding (see also Note 10).

The Company has a $25,000,000 Tranche A term loan with a financial
institution. This loan requires quarterly payments of $1,875,000 plus interest
commencing on March 31, 2000. Any unpaid balance is due March 31, 2003. The
agreement requires that what it defines as excess proceeds from the sale of a
cable system be used to retire Tranche A term debt. As a result of the Michigan
sale (Note 4), there was $3,425,000 of excess proceeds used to pay principal in
1998. The interest rate on the Tranche A term loan is either the bank's prime
rate plus .25% to 1.75% or LIBOR plus 1.5% to 2.75%.

The specific rate is dependent upon the senior funded debt ratio which is
recalculated quarterly. The weighted average effective interest rate at December
31, 1998 and 1997 was 7.59% and 8.24%, respectively.

In addition, the Company has a $40,000,000 Tranche B term loan, which
requires principal payments of $2,000,000 on March 31, 2002, $18,000,000 on
March 31, 2003, and $20,000,000 on March 31, 2004. The Tranche B term loan bears
an interest rate of 9.75% and is payable quarterly.

The Company also has a reducing revolving loan providing for borrowing up
to $20,000,000 at the Company's discretion, subject to certain restrictions, and
an additional $60,000,000 available to finance acquisitions subject to certain
restrictions. On March 4, 1998, the reducing revolving loan agreement was
amended to revise the scheduled reduction in revolving commitments. The
additional financing amounts available at December 31, 1998 and 1997 were
$45,000,000 and $52,500,000, respectively. At December 31, 1998, the full
$20,000,000 available had been borrowed, and $15,000,000 had been drawn against
the $45,000,000 commitment. At

F-204
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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 1997, the full $20,000,000 available had been borrowed, and
$16,500,000 had been drawn against the $52,500,000 commitment. The amount
available for borrowing will decrease annually during its term with changes over
the four years following December 31, 1998 as follows: 1999 -- $2,500,000
reduction per quarter, and 2000 through 2002 -- $3,625,000 per quarter. Any
unpaid balance is due on March 31, 2003. The revolving loan bears an interest
rate of either the bank's prime rate plus .25% to 1.75% or LIBOR plus 1.5% to
2.75%. The specific rate is dependent upon the senior funded debt ratio which is
recalculated quarterly. The weighted average effective interest rates at
December 31, 1998 and 1997 was 8.08% and 8.29%, respectively. The reducing
revolving loan includes a commitment fee of 1/2% per annum on the unborrowed
balance.

Certain mandatory prepayments may also be required, commencing in fiscal
1997, on the Tranche A term loan, the Tranche B term loan, and the reducing
revolving credit based on the Company's cash flow calculations, proceeds from
the sale of a cable system or equity contributions. Based on the 1998
calculation and the Michigan sale, $3,425,000 of prepayments were required.
Optional prepayments are allowed, subject to certain restrictions. The related
loan agreement contains covenants limiting additional indebtedness, dispositions
of assets, investments in securities, distribution to partners, management fees
and capital expenditures. In addition, the Company must maintain certain
financial levels and ratios. At December 31, 1998, the Company was in compliance
with these covenants.

The Company also has $3,000,000 of senior subordinated debt payable to a
Rifkin Partner. The debt has a scheduled maturity, interest rate and interest
payment schedule identical to that of the Notes, as discussed above.

Based on the outstanding debt as of December 31, 1998, the minimum
aggregate maturities for the five years following 1998 are none in 1999,
$7,500,000 in 2000, $16,500,000 in 2001, $23,075,000 in 2002 and $29,500,000 in
2003.

7. RELATED PARTY TRANSACTIONS

The Company entered into a management agreement with Rifkin & Associates,
Inc. (Rifkin). The management agreement provides that Rifkin will act as manager
of the Company's CATV systems and be entitled to annual compensation of 3.5% of
the Company's revenue. Effective September 1, 1998, Rifkin conveyed its CATV
management business to R & A Management, LLC (RML). The result of this
transaction included the conveyance of the Rifkin management agreement (Rifkin
Agreement) to RML (RML Agreement). Expenses incurred pursuant to the Rifkin
Agreement and the RML Agreement are disclosed in total on the Consolidated
Statement of Operations.

The Company is associated with a company to purchase certain cable
television programming at a discount. Rifkin acted as the agent and held the
deposit funds required for the Company to participate.

Effective September 1, 1998, Rifkin conveyed this contract and deposit
amount to RML. The deposit amount recorded at December 31, 1998 and 1997 was
$2,139,274 and $1,225,274, respectively. The Company subsequently received
$1,225,274 of the December 31, 1998 balance.

The Company paid approximately $550,000 to a law firm in connection with
the public offering in 1996. A partner of this law firm is a relative of one of
the Company's partners.

F-205
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RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. COMMITMENTS AND RENTAL EXPENSE

The Company leases certain real and personal property under noncancelable
operating leases expiring through the year 2007. Future minimum lease payments
under such noncancelable leases as of December 31, 1998 are: $316,091 in 1999;
$249,179 in 2000; $225,768 in 2001; $222,669 in 2002; and $139,910 in 2003; and
$344,153 thereafter, totaling $1,497,770.

Total rental expense and the amount included therein which pertains to
cancelable pole rental agreements were as follows for the periods indicated:

<TABLE>
<CAPTION>
TOTAL CANCELABLE
RENTAL POLE RENTAL
PERIOD EXPENSE EXPENSE
- ------ ---------- -----------
<S> <C> <C>
Year Ended December 31, 1998................. $1,592,080 $1,109,544
Year Ended December 31, 1997................. $1,577,743 $1,061,722
Year Ended December 31, 1996................. $1,294,084 $ 874,778
</TABLE>

9. COMPENSATION PLANS AND RETIREMENT PLANS

EQUITY INCENTIVE PLAN

In 1996, the Company implemented an Equity Incentive Plan (the "Plan") in
which certain Rifkin & Associates' executive officers and key employees, and
certain key employees of the Company are eligible to participate. Plan
participants in the aggregate, have the right to receive (i) cash payments of up
to 2.0% of the aggregate value of all partnership interests of the Company (the
"Maximum Incentive Percentage"), based upon the achievement of certain annual
Operating Cash Flow (as defined in the Plan) targets for the Company for each of
the calendar years 1996 through 2000, and (ii) an additional cash payment equal
to up to 0.5% of the aggregate value of all partnership interests of the Company
(the "Additional Incentive Percentage"), based upon the achievement of certain
cumulative Operating Cash Flow targets for the Company for the five-year period
ended December 31, 2000. Subject to the achievement of such annual targets and
the satisfaction of certain other criteria based on the Company's operating
performance, up to 20% of the Maximum Incentive Percentage will vest in each
such year; provided, that in certain events vesting may accelerate. Payments
under the Plan are subject to certain restrictive covenants contained in the
Notes.

No amounts are payable under the Plan except upon (i) the sale of
substantially all of the assets or partnership interests of the Company or (ii)
termination of a Plan participant's employment with Rifkin & Associates or the
Company, as applicable, due to (a) the decision of the Advisory Committee to
terminate such participant's employment due to disability, (b) the retirement of
such participant with the Advisory Committee's approval or (c) the death of such
Participant. The value of amounts payable pursuant to clause (i) above will be
based upon the aggregate net proceeds received by the holders of all of the
partnership interests in the Company, as determined by the Advisory Committee,
and the amounts payable pursuant to clause (ii) above will be based upon the
Enterprise Value determined at the time of such payment. For purposes of the
Plan, Enterprise Value generally is defined as Operating Cash Flow for the
immediately preceding calendar year times a specified multiple and adjusted
based on the Company's working capital.

The amount expensed for the years ended December 31, 1998, 1997 and 1996
relating to this plan were $1,119,996, $859,992 and $660,000, respectively.

F-206
<PAGE> 452
RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RETIREMENT BENEFITS

The Company has a 401(k) plan for employees that have been employed by the
Company for at least one year. Employees of the Company can contribute up to 15%
of their salary, on a before-tax basis, with a maximum 1998 contribution of
$10,000 (as set by the Internal Revenue Service). The Company matches
participant contributions up to a maximum of 50% of the first 3% of a
participant's salary contributed. All participant contributions and earnings are
fully vested upon contribution and Company contributions and earnings vest 20%
per year of employment with the Company, becoming fully vested after five years.
The Company's matching contributions for the years ended December 31, 1998, 1997
and 1996 were $50,335, $72,707 and $42,636, respectively.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has a number of financial instruments, none of which are held
for trading purposes. The following method and assumptions were used by the
Company to estimate the fair values of financial instruments as disclosed
herein:

Debt: The fair value of bank debt is estimated based on interest rates for
the same or similar debt offered to the Company having the same or similar
remaining maturities and collateral requirements. The fair value of public
Senior Subordinated Notes is based on the market quoted trading value. The fair
value of the Company's debt is estimated at $236,137,500 and is carried on the
balance sheet at $224,575,000.

11. CABLE REREGULATION

Congress enacted the Cable Television Consumer Protection and Competition
Act of 1992 (the Cable Act) and has amended it at various times since.

12. SUMMARIZED FINANCIAL INFORMATION

CEM, CEI and CEC (collective, the "Guarantors") are all wholly-owned
subsidiaries of the Company and, together with RACC, constitute all of the
Partnership's direct and indirect subsidiaries. As discussed in Note 1, RTL and
FNI were dissolved on January 1, 1998 and the assets were transferred to the
Company, however, prior thereto, RTL and FNI, as wholly-owned subsidiaries of
the Company, were Guarantors. Each of the Guarantors provides a full,
unconditional, joint and several guaranty of the obligations under the Notes
discussed in Note 6. Separate financial statements of the Guarantors are not
presented because management has determined that they would not be material to
investors.

F-207
<PAGE> 453
RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following tables present summarized financial information of the
Guarantors on a combined basis as of December 31, 1998 and 1997 and for the
years ended December 31, 1998, and 1997 and 1996.

<TABLE>
<CAPTION>
12/31/98 12/31/97
BALANCE SHEET ------------ ------------
<S> <C> <C> <C>
Cash............................ $ 373,543 $ 780,368
Accounts and other receivables,
net........................... 3,125,830 3,012,571
Prepaid expenses................ 791,492 970,154
Property, plant and equipment
net........................... 48,614,536 66,509,120
Franchise costs and other
intangible assets, net........ 56,965,148 103,293,631
Accounts payable and accrued
liabilities................... 22,843,354 18,040,588
Other liabilities............... 980,536 1,122,404
Deferred taxes payable.......... 7,942,000 12,138,000
Notes payable................... 140,050,373 167,200,500
Equity (deficit)................ (61,945,714) (23,935,648)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
12/31/98 12/31/97 12/31/96
STATEMENTS OF OPERATIONS ------------ ------------ ------------
<S> <C> <C> <C>
Total revenue................... $ 29,845,826 $ 47,523,592 $ 42,845,044
Total costs and
expenses........... (31,190,388) (53,049,962) (43,578,178)
Interest expense................ (14,398,939) (17,868,497) (16,238,221)
Income tax benefit.............. 4,177,925 5,335,000 3,645,719
------------ ------------ ------------
Net loss........................ $(11,565,576) $(18,059,867) $(13,325,636)
============ ============ ============
</TABLE>

13. QUARTERLY INFORMATION (UNAUDITED)

The following interim financial information of the Company presents the
1998 and 1997 consolidated results of operations on a quarterly basis (in
thousands):

<TABLE>
<CAPTION>
QUARTERS ENDED 1998
------------------------------------------------
MARCH 31(A) JUNE 30 SEPT. 30 DEC. 31(B)
----------- ------- -------- ----------
<S> <C> <C> <C> <C>
Revenue........................ $22,006 $22,296 $22,335 $23,284
Operating income (loss)........ 295 511 (1,522) 1,756
Net income (loss).............. 1,437 (4,458) (5,907) 33,347
</TABLE>

- -------------------------

(a) First quarter includes a $5,900 gain from the sale of Michigan assets
(Note 4).

(b) Fourth quarter includes a $36,873 gain from the trade sale of certain
Tennessee assets (Note 4).

F-208
<PAGE> 454
RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
QUARTERS ENDED 1997
------------------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenue............................. $19,337 $21,331 $21,458 $22,199
Operating loss...................... (1,220) (2,818) (2,777) (798)
Net loss............................ (5,998) (6,890) (8,127) (5,029)
</TABLE>

14. LITIGATION

The Company could possibly be named as defendant in various actions and
proceedings arising from the normal course of business. In all such cases, the
Company will vigorously defend itself against the litigation and, where
appropriate, will file counterclaims. Although the eventual outcome of potential
lawsuits cannot be predicted, it is management's opinion that any such lawsuit
will not result in liabilities that would have a material affect on the
Company's financial position or results of operations.

F-209
<PAGE> 455

REPORT OF INDEPENDENT AUDITORS

The Partners
Indiana Cable Associates, Ltd.

We have audited the accompanying balance sheet of Indiana Cable Associates, Ltd.
as of December 31, 1997 and 1998, and the related statements of operations,
partners' deficit and cash flows for the years ended December 31, 1996, 1997 and
1998. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Indiana Cable Associates, Ltd.
at December 31, 1997 and 1998, and the results of its operations and its cash
flows for the years ended December 31, 1996, 1997 and 1998 in conformity with
generally accepted accounting principles.

/s/ Ernst & Young LLP

Denver, Colorado
February 19, 1999

F-210
<PAGE> 456

INDIANA CABLE ASSOCIATES, LTD.

BALANCE SHEET
DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
ASSETS (PLEDGED)
Cash and cash equivalents.................................. $ 82,684 $ 108,619
Customer accounts receivable, less allowance for doubtful
accounts of $18,311 in 1997 and $24,729 in 1998.......... 87,154 85,795
Other receivables.......................................... 257,236 295,023
Prepaid expenses and deposits.............................. 172,614 152,575
Property, plant and equipment, at cost:
Buildings................................................ 78,740 91,682
Transmission and distribution systems and related
equipment............................................. 10,174,650 11,336,892
Office furniture and equipment........................... 144,137 161,327
Spare parts and construction inventory................... 435,554 742,022
----------- -----------
10,833,081 12,331,923
Less accumulated depreciation............................ 7,624,570 8,008,158
----------- -----------
Net property, plant and equipment..................... 3,208,511 4,323,765
Other assets, at cost less accumulated amortization (Note
3)....................................................... 5,817,422 5,083,029
----------- -----------
Total assets..................................... $ 9,625,621 $10,048,806
=========== ===========
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Accounts payable and accrued liabilities................. $ 718,716 $ 897,773
Customer prepayments..................................... 50,693 47,458
Interest payable......................................... 32,475 --
Long-term debt (Note 4).................................. 10,650,000 --
Interpartnership debt (Note 4)........................... -- 9,606,630
----------- -----------
Total liabilities................................ 11,451,884 10,551,861
Commitments (Notes 5 and 6)
Partners' deficit:
General partner.......................................... (66,418) (20,106)
Limited partner.......................................... (1,759,845) (482,949)
----------- -----------
Total partners' deficit.................................... (1,826,263) (503,055)
----------- -----------
Total liabilities and partners' deficit.......... $ 9,625,621 $10,048,806
=========== ===========
</TABLE>

See accompanying notes.

F-211
<PAGE> 457

INDIANA CABLE ASSOCIATES, LTD.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------
12/31/96 12/31/97 12/31/98
---------- ---------- ----------
<S> <C> <C> <C>
REVENUE:
Service............................................ $6,272,049 $6,827,504 $7,165,843
Installation and other............................. 538,158 622,699 773,283
---------- ---------- ----------
Total revenue............................ 6,810,207 7,450,203 7,939,126
COSTS AND EXPENSES:
Operating expense.................................. 989,456 1,142,932 974,617
Programming expense................................ 1,474,067 1,485,943 1,727,089
Selling, general and administrative expense........ 1,112,441 1,142,247 1,128,957
Depreciation....................................... 889,854 602,554 537,884
Amortization....................................... 718,334 718,335 707,539
Management fees.................................... 340,510 372,510 396,956
Loss on disposal of assets......................... 6,266 639 74,714
---------- ---------- ----------
Total costs and expenses................. 5,530,928 5,465,160 5,547,756
---------- ---------- ----------
Operating income................................... 1,279,279 1,985,043 2,391,370
Interest expense................................... 1,361,415 1,292,469 970,160
---------- ---------- ----------
Net income (loss) before extraordinary item........ (82,136) 692,574 1,421,210
Extraordinary item--loss on early retirement of
debt (Note 3 and 4).............................. -- -- 98,002
---------- ---------- ----------
Net income (loss).................................. $ (82,136) $ 692,574 $1,323,208
========== ========== ==========
</TABLE>

See accompanying notes.

F-212
<PAGE> 458

INDIANA CABLE ASSOCIATES, LTD.

STATEMENT OF PARTNERS' DEFICIT

<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
-------- ----------- -----------
<S> <C> <C> <C>
Partners' deficit at December 31, 1995......... $(87,783) $(2,348,918) $(2,436,701)
Net loss for the year ended December 31,
1996...................................... (2,875) (79,261) (82,136)
-------- ----------- -----------
Partners' deficit at December 31, 1996......... (90,658) (2,428,179) (2,518,837)
Net income for the year ended December 31,
1997...................................... 24,240 668,334 692,574
-------- ----------- -----------
Partners' deficit at December 31, 1997......... (66,418) (1,759,845) (1,826,263)
Net income for the year ended December 31,
1998...................................... 46,312 1,276,896 1,323,208
-------- ----------- -----------
Partners' deficit at December 31, 1998......... $(20,106) $ (482,949) $ (503,055)
======== =========== ===========
</TABLE>

The partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.

See accompanying notes.

F-213
<PAGE> 459

INDIANA CABLE ASSOCIATES, LTD.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------
12/31/96 12/31/97 12/31/98
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................. $ (82,136) $ 692,574 $ 1,323,208
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization.................. 1,608,188 1,320,889 1,245,423
Amortization of deferred loan costs............ 48,764 72,922 23,149
Loss on disposal of assets..................... 6,266 639 74,714
Loss on write-off of deferred loan cost
associated with early retirement of debt..... -- -- 95,832
Decrease (increase) in customer accounts
receivable................................... (13,110) 1,536 1,359
Increase in other receivables.................. (80,843) (108,256) (37,787)
Decrease (increase) in prepaid expenses and
deposits..................................... (53,259) (5,928) 20,039
Increase (decrease) in accounts payable and
accrued liabilities.......................... (190,357) (147,971) 179,057
Increase (decrease) in customer prepayments.... 16,355 (13,190) (3,235)
Decrease in interest payable................... (12,314) (39,471) (32,475)
----------- ----------- ------------
Net cash provided by operating
activities.............................. 1,247,554 1,773,744 2,889,284
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment........ (675,244) (592,685) (1,732,831)
Proceeds from sale of assets...................... 227,025 23,662 4,979
----------- ----------- ------------
Net cash used in investing activities..... (448,219) (569,023) (1,727,852)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt...................... 2,000,000 1,450,000 10,636,421
Proceeds from interpartnership debt............... -- -- 9,606,630
Deferred loan cost................................ (70,000) (29,776) (92,127)
Payments of long-term debt........................ (2,200,000) (3,100,000) (21,286,421)
----------- ----------- ------------
Net cash used in financing activities..... (270,000) (1,679,776) (1,135,497)
----------- ----------- ------------
Net increase (decrease) in cash and cash
equivalents....................................... 529,335 (475,055) 25,935
Cash and cash equivalents at beginning of year...... 28,404 557,739 82,684
----------- ----------- ------------
Cash and cash equivalents at end of year............ $ 557,739 $ 82,684 $ 108,619
=========== =========== ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid..................................... $ 1,324,965 $ 1,258,078 $ 947,606
=========== =========== ============
</TABLE>

See accompanying notes.

F-214
<PAGE> 460

INDIANA CABLE ASSOCIATES, LTD.

NOTES TO FINANCIAL STATEMENTS

1. GENERAL INFORMATION

GENERAL INFORMATION:

Indiana Cable Associates, Ltd. (the "Partnership"), a Colorado limited
partnership, was organized in March 1987 for the purpose of acquiring and
operating cable television systems and related operations in Indiana and
Illinois.

For financial reporting purposes, Partnership profits or losses are
allocated 3.5% to the general partners and 96.5% to the limited partners.
Limited partners are not required to fund any losses in excess of their capital
contributions.

ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP:

Interlink Communications Partners, LLLP ("ICP") agreed to purchase all of
the interests of the Partnership. ICP acquired all of the limited partner
interests, effective December 31, 1998, and is currently in the process of
obtaining the necessary consents to transfer all of the Partnership's franchises
to ICP. Once these are obtained, ICP will then purchase the general partner
interest in the Partnership, and the Partnership will, by operation of law, be
consolidated into ICP.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PROPERTY, PLANT AND EQUIPMENT:

The Partnership records additions to property, plant and equipment at cost,
which in the case of assets constructed includes amounts for material, labor,
overhead and capitalized interest, if applicable.

For financial reporting purposes, the Partnership uses the straight-line
method of depreciation over the estimated useful lives of the assets as follows:

<TABLE>
<S> <C>
Buildings and improvements................................. 5-30 years
Transmission and distribution systems and related
equipment................................................ 3-15 years
Office furniture and equipment............................. 5 years
</TABLE>

OTHER ASSETS:

Other assets are carried at cost and are amortized on a straight-line basis
over the following lives:

<TABLE>
<S> <C> <C>
Franchises -- the terms of the franchises
(10-19 1/2 years)
Goodwill -- the term of the Partnership agreement
(12 3/4 years)
Deferred loan costs -- the term of the debt (1-6 years)
Organization costs -- 5 years
</TABLE>

F-215
<PAGE> 461
INDIANA CABLE ASSOCIATES, LTD.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

INCOME TAXES:

No provision for the payment or refund of income taxes has been provided
for the Partnership since the partners are responsible for reporting their
distributive share of Partnership net income or loss in their personal
capacities.

CASH AND CASH EQUIVALENTS:

The Partnership considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.

REVENUE RECOGNITION:

Customer fees are recorded as revenue in the period the service is
provided.

FAIR VALUE OF FINANCIAL INVESTMENTS:

The carrying values of cash and cash equivalents, customer accounts
receivable, accounts payable and interpartnership debt approximate fair value.

USE OF ESTIMATES:

IMPACT OF YEAR 2000 (UNAUDITED):

The Partnership recognizes that certain of its time-sensitive computer
programs and product distribution equipment may be affected by conversion to the
year 2000. During 1998, management began their evaluation of the information
systems, product distribution facilities, and vendor and supplier readiness. To
date, considerable progress has been made to complete the evaluation process, to
integrate and test compliance installations, and to prepare contingency plans.
In addition, third party suppliers are either fully compliant or are expected to
be compliant by December 31, 1999. Management expects to have all systems
compliant, or have a contingency plan in effect that will result in minimal
impact on the operations.

NEW ACCOUNTING PRONOUNCEMENT:

In April 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-5 "Reporting on the Costs of Start-Up
Activities," which requires the Partnerships to expense all start-up costs
related to organizing a new business. This new standard also includes one-time
activities related to opening a new facility, introduction of a new product or
service, or conducting business with a new class of customer or in a new
territory. This standard is effective for the Partnerships' 1999 fiscal year.
Organization costs are all fully amortized resulting in SOP 98-5 having no
material effect on its financial position or the results of operations.

RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION:

Certain reclassifications have been made to the 1996 and 1997 financial
statements to conform with the 1998 financial statement presentation. Such
reclassifications had no effect on the net income or loss as previously stated.

F-216
<PAGE> 462
INDIANA CABLE ASSOCIATES, LTD.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. OTHER ASSETS

At December 31, 1997 and 1998, other assets consisted of the following:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Franchises......................................... $13,144,332 $12,996,580
Goodwill........................................... 378,336 378,336
Deferred loan costs................................ 26,854 --
Organization costs................................. 63,393 63,393
----------- -----------
13,612,915 13,438,309
Less accumulated amortization...................... 7,795,493 8,355,280
----------- -----------
$ 5,817,422 $ 5,083,029
=========== ===========
</TABLE>

On December 31, 1997, the loan agreement with a financial institution was
amended (Note 4). At that time, the original loan's costs, which were fully
amortized, and the accumulated amortization were written off. The bank loan
amendment required the payment of additional loan costs which will be amortized
over the remaining term of the bank loan.

On August 31, 1998, the loan with a financial institution and the
subordinated debt loan with two investor groups were paid in full (Note 4). The
related deferred loan costs and associated accumulated amortization were written
off and $9,263 was recorded as an extraordinary loss. On December 30, 1998, the
new loan agreement with a financial institution was paid in full (Note 4). The
related deferred loan costs and associated accumulated amortization were written
off and $86,569 was recorded as an extraordinary loss.

4. DEBT

The Partnership had a revolving credit agreement with a financial
institution which provided for borrowing up to $7,000,000 with a maturity date
of December 31, 1997, at which time the balance of the loan was $4,650,000. On
December 31, 1997, the credit agreement was amended to reduce the amount
available to borrow to $5,200,000 and extend the maturity date to December 31,
1998. The Partnership also had subordinated term notes with two investors
totalling $6,000,000 at December 31, 1997. Total outstanding loans at December
31, 1997 were $10,650,000. On August 31, 1998, the revolving credit loan and
subordinated term notes had a balance of $3,450,000 and $6,000,000,
respectively; at that date, the total balance of $10,650,000 and accrued
interest were paid in full. On that same date, the Partnership obtained a new
credit agreement with a financial institution. The new credit agreement provided
for a senior term note payable in the amount of $7,500,000 and a revolving
credit loan which provided for borrowing up to $7,500,000. At December 30, 1998,
the term note and revolving credit had a balance of $7,500,000 and $1,950,000,
respectively; at that date, the total balance of $9,450,000 and accrued interest
were paid in full. The Partnership also incurred a LIBOR break fee of $2,170 in
conjunction with the retirement of debt which was recorded as an extraordinary
item.

Also on December 30, 1998, the Partnership obtained a new interpartnership
loan agreement with ICP (Note 1). Borrowing under the interpartnership loan, as
well as interest and principal payments are due at the discretion of the
management of ICP, resulting in no minimum required annual principal payments.
The balance of the interpartnership loan at December 31, 1998 was $9,606,630.
The effective interest rate at December 31, 1998 was 8.5%.

F-217
<PAGE> 463

INDIANA CABLE ASSOCIATES, LTD.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. MANAGEMENT AGREEMENT

The Partnership has entered into a management agreement with Rifkin and
Associates, Inc., (Rifkin) whose sole stockholder is affiliated with a general
partner of the Partnership. The agreement provides that Rifkin shall manage the
Partnership and shall receive annual compensation equal to 2 1/2% of gross
revenues and an additional 2 1/2% if a defined cash flow level is met. Effective
September 1, 1998, Rifkin conveyed its CATV management business to R & A
Management, LLC (RML). The result of this transaction was the conveyance of the
Rifkin management agreement (Rifkin Agreement) to RML (RML Agreement). Expenses
incurred pursuant to the Rifkin Agreement and the RML Agreement are disclosed on
the Statement of Operations.

6. LEASE COMMITMENTS

At December 31, 1998, the Partnership had lease commitments under long-term
operating leases as follows:

<TABLE>
<S> <C>
1999........................................................ $27,408
2000........................................................ 6,300
2001........................................................ 2,700
2002........................................................ 1,500
2003........................................................ 1,500
Thereafter.................................................. 10,500
-------
Total............................................. $49,908
=======
</TABLE>

Rent expense, including pole rent, was as follows for the periods
indicated:

<TABLE>
<CAPTION>
TOTAL
RENTAL
PERIOD EXPENSE
- ------ --------
<S> <C>
Year Ended December 31, 1996................................ $105,590
Year Ended December 31, 1997................................ 98,693
Year Ended December 31, 1998................................ 104,155
</TABLE>

7. RETIREMENT BENEFITS

F-218
<PAGE> 464

REPORT OF INDEPENDENT AUDITORS

The Partners
R/N South Florida Cable Management
Limited Partnership

We have audited the accompanying consolidated balance sheet of R/N South Florida
Cable Management Limited Partnership as of December 31, 1997 and 1998, and the
related consolidated statements of operations, partners' equity (deficit) and
cash flows for the years ended December 31, 1996, 1997 and 1998. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of R/N
South Florida Cable Management Limited Partnership at December 31, 1997 and
1998, and the consolidated results of its operations and its cash flows for the
years ended December 31, 1996, 1997 and 1998 in conformity with generally
accepted accounting principles.

/s/ ERNST & YOUNG LLP

Denver, Colorado
February 19, 1999

F-219
<PAGE> 465

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
ASSETS (PLEDGED) ----------- -----------
<S> <C> <C>
Cash and cash equivalents.................................. $ 362,619 $ 678,739
Customer accounts receivable, less allowance for doubtful
accounts of $85,867 in 1997 and $84,474 in 1998.......... 569,296 455,339
Other receivables.......................................... 1,180,507 1,691,593
Prepaid expenses and deposits.............................. 416,455 393,022
Property, plant and equipment, at cost:
Transmission and distribution system and related
equipment................................................ 22,836,588 27,981,959
Office furniture and equipment............................. 704,135 755,398
Leasehold improvements..................................... 546,909 549,969
Construction in process and spare parts inventory.......... 718,165 744,806
----------- -----------
24,805,797 30,032,132
Less accumulated depreciation.............................. 9,530,513 11,368,764
----------- -----------
Net property, plant and equipment................ 15,275,284 18,663,368
Other assets, at cost less accumulated amortization (Note
2)....................................................... 6,806,578 5,181,012
----------- -----------
Total assets..................................... $24,610,739 $27,063,073
=========== ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Accounts payable and accrued liabilities................... $ 2,994,797 $ 2,356,540
Interest payable........................................... 287,343 --
Customer prepayments....................................... 699,332 690,365
Long-term debt (Note 3).................................... 29,437,500 --
Interpartnership debt (Note 3)............................. -- 31,222,436
----------- -----------
Total liabilities................................ 33,418,972 34,269,341
Commitments (Notes 4 and 5)
Partners' equity (deficit):
General partner.......................................... (96,602) (81,688)
Limited partner.......................................... (9,582,050) (8,104,718)
Special limited partner.................................. 870,419 980,138
----------- -----------
Total partners' equity (deficit)........................... (8,808,233) (7,206,268)
----------- -----------
Total liabilities and partners' deficit.......... $24,610,739 $27,063,073
=========== ===========
</TABLE>

See accompanying notes.

F-220
<PAGE> 466

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED
---------------------------------------
12/31/96 12/31/97 12/31/98
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES:
Service......................................... $16,615,767 $17,520,883 $18,890,202
Installation and other.......................... 1,732,681 2,425,742 3,158,742
----------- ----------- -----------
18,348,448 19,946,625 22,048,944
COSTS AND EXPENSES:
Operating expense............................... 2,758,704 3,489,285 3,707,802
Programming expense............................. 4,075,555 4,014,850 4,573,296
Selling, general and administrative expense..... 3,979,002 4,087,845 4,537,535
Depreciation.................................... 1,787,003 1,912,905 2,256,765
Amortization.................................... 1,350,195 1,287,588 1,293,674
Management fees................................. 733,938 797,863 881,958
Loss on disposal of assets...................... 373,860 513,177 178,142
----------- ----------- -----------
Total costs and expenses.............. 15,058,257 16,103,513 17,429,172
----------- ----------- -----------
Operating income................................ 3,290,191 3,843,112 4,619,772
Interest expense................................ 2,528,617 2,571,976 2,583,338
----------- ----------- -----------
Net income before extraordinary item............ 761,574 1,271,136 2,036,434
Extraordinary item -- loss on early retirement
of debt (Note 2).............................. -- -- 434,469
----------- ----------- -----------
Net income...................................... $ 761,574 $ 1,271,136 $ 1,601,965
=========== =========== ===========
</TABLE>

See accompanying notes.

F-221
<PAGE> 467

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
SPECIAL
GENERAL LIMITED LIMITED
PARTNERS PARTNERS PARTNERS TOTAL
--------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Partners' equity (deficit) at December
31, 1995............................ $(115,526) $(11,456,616) $731,199 $(10,840,943)
Net income for the year ended
December 31, 1996................ 7,090 702,324 52,160 761,574
--------- ------------ -------- ------------
Partners' equity (deficit) at December
31, 1996............................ (108,436) (10,754,292) 783,359 (10,079,369)
Net income for the year ended
December 31, 1997................ 11,834 1,172,242 87,060 1,271,136
--------- ------------ -------- ------------
Partners' equity (deficit) at December
31, 1997............................ (96,602) (9,582,050) 870,419 (8,808,233)
Net income for the year ended
December 31, 1998................ 14,914 1,477,332 109,719 1,601,965
--------- ------------ -------- ------------
Partners' equity (deficit) at December
31, 1998............................ $ (81,688) $ (8,104,718) $980,138 $ (7,206,268)
========= ============ ======== ============
</TABLE>

The partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.

See accompanying notes.

F-222
<PAGE> 468

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------
12/31/96 12/31/97 12/31/98
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................... $ 761,574 $ 1,271,136 $ 1,601,965
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization......... 3,137,198 3,200,493 3,550,439
Amortization of deferred loan cost.... 68,898 79,108 89,788
Loss on early retirement of debt...... -- -- 434,469
Loss on disposal of assets............ 373,860 513,177 178,142
Decrease (increase) in customer
accounts receivable................. 1,420 (152,229) 113,957
Increase in other receivables......... (377,553) (506,325) (511,086)
Decrease (increase) in prepaid
expenses and deposits............... (114,720) 115,734 23,433
Increase (decrease) in accounts
payable and accrued liabilities..... 122,512 513,839 (638,257)
Increase (decrease) in customer
prepayments......................... 362 208,021 (8,967)
Increase (decrease) in interest
payable............................. 180 16,207 (287,343)
----------- ----------- ------------
Net cash provided by operating
activities.................... 3,973,731 5,259,161 4,546,540
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and
equipment............................. (4,000,631) (4,288,776) (5,915,434)
Additions to other assets, net of
refranchises.......................... (10,600) (164,560) (186,790)
Proceeds from the sale of assets......... 16,674 70,865 92,443
----------- ----------- ------------
Net cash used in investing
activities.................... (3,994,557) (4,382,471) (6,009,781)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt............. 2,750,000 3,850,000 5,550,000
Proceeds from interpartnership debt...... -- -- 31,222,436
Payments of long-term debt............... (2,604,913) (4,562,500) (34,987,500)
Deferred loan costs...................... -- (132,727) (5,575)
----------- ----------- ------------
Net cash provided by (used in)
financing activities.......... 145,087 (845,227) 1,779,361
----------- ----------- ------------
Net increase in cash and cash
equivalents.............................. 124,261 31,463 316,120
Cash and cash equivalents at beginning of
the year................................. 206,895 331,156 362,619
----------- ----------- ------------
Cash and cash equivalents at end of year... $ 331,156 $ 362,619 $ 678,739
=========== =========== ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid............................ $ 2,412,038 $ 2,441,662 $ 2,780,893
=========== =========== ============
</TABLE>

See accompanying notes
F-223
<PAGE> 469

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND ORGANIZATION:

The accompanying consolidated financial statements include the accounts of
R/N South Florida Cable Management Limited Partnership (the "Partnership") and
its substantially wholly-owned subsidiary Rifkin/Narragansett South Florida CATV
Limited Partnership (the "Operating Partnership"). Each partnership is a Florida
Limited Partnership. The Partnership was organized in 1988 for the purpose of
being the general partner to the Operating Partnership which is engaged in the
installation, ownership, operation and management of cable television systems in
Florida.

In 1992, the Partnership adopted an amendment to the Partnership agreement
(the "Amendment") and entered into a Partnership Interest Purchase Agreement
whereby certain Special Limited Partnership interests were issued in the
aggregate amount of $1,250,000. These new Special Limited Partners are
affiliated with the current General and Limited Partners of the Partnership. The
Amendment provides for the methods under which the gains, losses, adjustments
and distributions are allocated to the accounts of the Special Limited Partners.

For financial reporting purposes, partnership profits or losses are
allocated to the limited partners, special limited partners and general partners
in the following ratios: 92.22%, 6.849% and .931%, respectively. Limited
partners and special limited partners are not required to fund any losses in
excess of their capital contributions.

ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP:

InterLink Communications Partners, LLLP ("ICP") agreed to purchase all of
the interests of the Partnerships. ICP acquired all of the limited partner
interests of the Operating Partnership, effective December 31, 1998, and is
currently in the process of obtaining the necessary consents to transfer all of
the Operating Partnership's franchises to ICP. Once obtained, ICP will then
purchase the general partner interest, and the Partnership, by operation of law,
will consolidate into ICP.

PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment additions are recorded at cost, which in the
case of assets constructed includes amounts for material, labor, overhead and
capitalized interest, if applicable.

For financial reporting purposes, the Operating Partnership uses the
straight-line method of depreciation over the estimated useful lives of the
assets as follows:

<TABLE>
<S> <C>
Transmission and distribution systems and related
equipment............................................... 15 years
Office furniture and equipment............................ 3-15 years
Leasehold improvements.................................... 5-8 years
</TABLE>

OTHER ASSETS:

Other assets are carried at cost and are amortized on a straight-line basis
over the following lives:

<TABLE>
<S> <C>
Franchises................... -- the terms of the franchises (3-13
years)
Goodwill..................... -- 40 years
Organization costs........... -- 5 years
Deferred loan costs.......... -- the term of the debt (8 years)
</TABLE>

F-224
<PAGE> 470
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INCOME TAXES:

No provision for the payment or refund of income taxes has been provided
since the partners are responsible for reporting their distributive share of
partnerships net income or loss in their personal capacities.

CASH AND CASH EQUIVALENTS:

The Partnerships consider all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.

REVENUE RECOGNITION:

Customer fees are recorded as revenue in the period the service is
provided.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying values of cash and cash equivalents, customer accounts
receivable, accounts payable and interpartnership debt approximate fair value.

USE OF ESTIMATES:

IMPACT OF YEAR 2000 (UNAUDITED):

The Partnerships recognize that certain of its time-sensitive computer
programs and product distribution equipment may be affected by conversion to the
year 2000. During 1998, management began their evaluation of the information
systems, product distribution facilities, and vendor and supplier readiness. To
date, considerable progress has been made to complete the evaluation process, to
integrate and test compliance installations, and to prepare contingency plans.
In addition, third party suppliers are either fully compliant or are expected to
be compliant by December 31, 1999. Management expects to have all systems
compliant, or have a contingency plan in effect that will result in minimal
impact on the operations.

NEW ACCOUNTING PRONOUNCEMENT:

In April 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-5 "Reporting on the costs of Start-Up
Activities," which requires the Partnerships to expense all start-up costs
related to organizing a new business. This new standard also includes one-time
activities related to opening a new facility, introduction of a new product or
service, or conducting business with a new class of customer or in a new
territory. This standard is effective for the Partnerships' 1999 fiscal year.
The organization costs are fully amortized, resulting in SOP 98-5 having no
material effect on its financial position or the results of operations.

RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION:

F-225
<PAGE> 471
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. OTHER ASSETS

At December 31, 1997 and 1998, other assets consisted of the following:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Franchises and other....................... $14,348,984 $14,535,774
Goodwill................................... 3,429,845 3,429,845
Deferred loan costs........................ 694,819 --
Organization costs......................... 23,218 23,218
----------- -----------
18,496,866 17,988,837
Less accumulated amortization.............. 11,690,288 12,807,825
----------- -----------
$ 6,806,578 $ 5,181,012
=========== ===========
</TABLE>

On December 30, 1998, the Partnerships' loan with a financial institution
was paid in full (Note 3). The related deferred loan costs and associated
accumulated amortization were written off and an extraordinary loss of $434,469
was recorded.

3. DEBT

The Partnerships had senior term note payable and a revolving credit loan
agreement with a financial institution. The senior term note payable was a
$29,500,000 loan which required varying quarterly payments which commenced on
September 30, 1996. On June 30, 1997, the loan agreement was amended to defer
the June 30, 1997 and September 30, 1997 principal payments and restructured the
required principal payment amounts due through December 31, 2003. The revolving
credit loan provided for borrowing up to $3,000,000 at the discretion of the
Partnerships. On June 30, 1997, the loan agreement was amended to increase the
amount provided for borrowing under the revolving credit loan to $3,750,000. At
December 31, 1997, the term notes and the revolving credit loan had a balance of
$28,387,500 and $1,050,000, respectively, with a total balance of $29,437,500.
At December 30, 1998, the term notes and the revolving credit loan had a balance
of $27,637,500 and $3,300,000, respectively; at that date, the total balance of
$30,937,500 and accrued interest were paid in full.

Also on December 30, 1998, the Partnerships obtained a new interpartnership
loan agreement with ICP (Note 1). Borrowing under the interpartnership loan, as
well as interest and principal payments are due at the discretion of the
management of ICP, resulting in no minimum required annual principal payments.
The balance of the interpartnership loan at December 31, 1998 was $31,222,436.
The effective interest rate at December 31, 1998 was 8.5%.

4. MANAGEMENT AGREEMENT

The Partnerships have entered into a management agreement with Rifkin &
Associates, Inc. (Rifkin). The management agreement provides that Rifkin shall
manage the Operating Partnership and shall be entitled to annual compensation of
4% of gross revenues. Effective September 1, 1998, Rifkin conveyed its CATV
management business to R & A Management, LLC (RML). The result of this
transaction was the conveyance of the Rifkin management agreement (Rifkin
Agreement) to RML (RML Agreement). Expenses incurred pursuant to the Rifkin
Agreement and the RML Agreement are disclosed on the Consolidated Statement of
Operations.

F-226
<PAGE> 472
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. LEASE COMMITMENTS

At December 31, 1998, the Operating Partnership had lease commitments under
long-term operating leases as follows:

<TABLE>
<S> <C>
1999........................................................ $195,437
2000........................................................ 189,643
2001........................................................ 116,837
--------
Total............................................. $501,917
========
</TABLE>

Rent expense, including pole rent, was as follows for the periods
indicated:

<TABLE>
<CAPTION>
TOTAL
RENTAL
PERIOD EXPENSE
- ------ --------
<S> <C>
Year Ended December 31, 1996............................... $262,231
Year Ended December 31, 1997............................... 279,655
Year Ended December 31, 1998............................... 295,107
</TABLE>

6. RETIREMENT BENEFITS

The Operating Partnership has a 401(k) plan for its employees that have
been employed by the Operating Partnership for at least one year. Employees of
the Operating Partnership can contribute up to 15% of their salary, on a
before-tax basis, with a maximum 1998 contribution of $10,000 (as set by the
Internal Revenue Service). The Operating Partnership matches participant
contributions up to a maximum of 50% of the first 3% of a participant's salary
contributed. All participant contributions and earnings are fully vested upon
contribution and Operating Partnership contributions and earnings vest 20% per
year of employment with the Operating Partnership, becoming fully vested after
five years. The Operating Partnership's matching contributions for the years
ended December 31, 1996, 1997 and 1998 were $15,549, $23,292 and $20,652,
respectively.

F-227
<PAGE> 473

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Charter Communications Holdings, LLC:

We have audited the accompanying statements of operations and changes in
net assets and cash flows of Sonic Communications Cable Television Systems for
the period from April 1, 1998, through May 20, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Sonic
Communications Cable Television Systems for the period from April 1, 1998,
through May 20, 1998, in conformity with generally accepted accounting
principles.

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
February 5, 1999

F-228
<PAGE> 474

SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS

STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE PERIOD FROM APRIL 1, 1998, THROUGH MAY 20, 1998

<TABLE>
<S> <C>
REVENUES.................................................... $ 6,343,226
-----------
OPERATING EXPENSES:
Operating costs........................................... 1,768,393
General and administrative................................ 1,731,471
Depreciation and amortization............................. 1,112,057
-----------
4,611,921
-----------
Income from operations................................. 1,731,305
INTEREST EXPENSE............................................ 289,687
-----------
Income before provision for income taxes............... 1,441,618
PROVISION IN LIEU OF INCOME TAXES........................... 602,090
-----------
Net income............................................. 839,528
NET ASSETS, April 1, 1998................................... 55,089,511
-----------
NET ASSETS, May 20, 1998.................................... $55,929,039
===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-229
<PAGE> 475

SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 1, 1998, THROUGH MAY 20, 1998

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 839,528
Adjustments to reconcile net loss to net cash provided by
operating activities --
Depreciation and amortization.......................... 1,112,057
Changes in assets and liabilities --
Accounts receivable, net............................. 49,980
Prepaid expenses and other........................... 171,474
Accounts payable and accrued expenses................ (1,479,682)
-----------
Net cash provided by operating activities......... 693,357
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (470,530)
Payments of franchise costs............................... (166,183)
-----------
Net cash used in investing activities............. (636,713)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt................................ (41,144)
-----------
Net cash used in financing activities............. (41,144)
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 15,500
-----------
CASH AND CASH EQUIVALENTS, beginning of period.............. 532,238
-----------
CASH AND CASH EQUIVALENTS, end of period.................... $ 547,738
===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-230
<PAGE> 476

SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BASIS OF PRESENTATION

Sonic Communications Cable Television Systems (the Company) operates cable
television systems in California and Utah.

Effective May 21, 1998, the Company's net assets were acquired by Charter
Communications Holdings, LLC.

CASH EQUIVALENTS

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

PROPERTY, PLANT AND EQUIPMENT

The Company depreciates its cable distribution systems using the
straight-line method over estimated useful lives of 5 to 15 years for systems
acquired on or after April 1, 1981. Systems acquired before April 1, 1981, are
depreciated using the declining balance method over estimated useful lives of 8
to 20 years.

Vehicles, machinery, office, and data processing equipment and buildings
are depreciated using the straight-line or declining balance method over
estimated useful lives of 3 to 25 years. Capital leases and leasehold
improvements are amortized using the straight-line or declining balance method
over the shorter of the lease term or the estimated useful life of the asset.

INTANGIBLES

The excess of amounts paid over the fair values of tangible and
identifiable intangible assets acquired in business combinations are amortized
using the straight-line method over the life of the franchise. Identifiable
intangible assets such as franchise rights, noncompete agreements and subscriber
lists are amortized using the straight-line method over their useful lives,
generally 3 to 15 years.

REVENUES

Cable television revenues from basic and premium services are recognized
when the related services are provided.

Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
cable television system. As of May 20, 1998, no installation revenue has been
deferred, as direct selling costs exceeded installation revenue.

INTEREST EXPENSE

Interest expense relates to a note payable to a stockholder of the Company,
which accrues interest at 7.8% per annum.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported

F-231
<PAGE> 477
SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

2. COMMITMENTS AND CONTINGENCIES:

FRANCHISES

The Company has committed to provide cable television services under
franchise agreements with various governmental bodies for remaining terms up to
13 years. Franchise fees of up to 5% of gross revenues are payable under these
agreements.

LEASES

The Company leases certain facilities and equipment under noncancelable
operating leases. Leases and rental costs charged to expense for the period from
April 1, 1998, through May 20, 1998, were $59,199.

3. INCOME TAXES:

The results of the Company are included in the consolidated federal income
tax return of its parent, Sonic Enterprises, Inc., which is responsible for tax
payments applicable to the Company. The financial statements reflect a provision
in lieu of income taxes as if the Company was filing on a separate company
basis. Accordingly, the Company has included the provision in lieu of income
taxes in the accompanying statement of operations.

The provision in lieu of income taxes approximates the amount of tax
computed using U.S. statutory rates, after reflecting state income tax expense
of $132,510 for the period from April 1, 1998, through May 20, 1998.

4. REGULATION IN THE CABLE TELEVISION INDUSTRY:

The cable television industry is subject to extensive regulation at the
federal, local and, in some instances, state levels. The Cable Communications
Policy Act of 1984 (the "1984 Cable Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act") and together with
the 1984 Cable Act, the "Cable Acts"), and the Telecommunications Act of 1996
(the "1996 Telecom Act"), establish a national policy to guide the development
and regulation of cable television systems. The Federal Communications
Commission (FCC) has principal responsibility for implementing the policies of
the Cable Acts. Many aspects of such regulation are currently the subject to
judicial proceeding and administrative or legislative proposals. Legislation and
regulations continue to change, and the Company cannot predict the impact of
future developments on the cable television industry.

F-232
<PAGE> 478
SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. For the period from
April 1, 1998, through May 20, 1998, the amount refunded by the Company has been
insignificant. The Company may be required to refund additional amounts in the
future.

The Company believes that it has complied in all material respects with the
ownership of the 1992 Cable Act, including the rate setting provisions
promulgated by the FCC. However, in jurisdictions that have chosen not to
certify, refunds covering the previous twelve-month period may be ordered upon
certification if the Company are unable to justify its basic rates. The Company
is unable to estimate at this time the amount of refunds, if any, that may be
payable by the Company in the event certain of its rates are successfully
challenged by franchising authorities or found to be unreasonable by the FCC.
The Company does not believe that the amount of any such refunds would have a
material adverse effect on the financial position or results of operations of
the Company.

F-233
<PAGE> 479

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Long Beach Acquisition Corp.:

We have audited the accompanying statements of operations, stockholder's
equity and cash flows of Long Beach Acquisition Corp. (a Delaware corporation)
for the period from April 1, 1997, through May 23, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Long Beach
Acquisition Corp. for the period from April 1, 1997, through May 23, 1997, in
conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
July 31, 1998

F-234
<PAGE> 480

LONG BEACH ACQUISITION CORP.

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 1, 1997, THROUGH MAY 23, 1997

<TABLE>
<S> <C>
SERVICE REVENUES............................................ $ 5,313,282
-----------
EXPENSES:
Operating costs........................................... 1,743,493
General and administrative................................ 1,064,841
Depreciation and amortization............................. 3,576,166
Management fees -- related parties........................ 230,271
-----------
6,614,771
-----------
Loss from operations................................... (1,301,489)
INTEREST EXPENSE............................................ 753,491
-----------
Net loss............................................... $(2,054,980)
===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-235
<PAGE> 481

LONG BEACH ACQUISITION CORP.

STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM APRIL 1, 1997, THROUGH MAY 23, 1997

<TABLE>
<CAPTION>
CLASS A, SENIOR
VOTING REDEEMABLE ADDITIONAL TOTAL
COMMON PREFERRED PAID-IN ACCUMULATED STOCKHOLDER'S
STOCK STOCK CAPITAL DEFICIT EQUITY
-------- ----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
BALANCE,
April 1, 1997........... $100 $11,000,000 $33,258,723 $(51,789,655) $(7,530,832)
Net loss................ -- -- -- (2,054,980) (2,054,980)
---- ----------- ----------- ------------ -----------
BALANCE,
May 23, 1997............ $100 $11,000,000 $33,258,723 $(53,844,635) $(9,585,812)
==== =========== =========== ============ ===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-236
<PAGE> 482

LONG BEACH ACQUISITION CORP.

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 1, 1997, THROUGH MAY 23, 1997

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(2,054,980)
Adjustments to reconcile net loss to net cash provided by
operating activities-
Depreciation and amortization.......................... 3,576,166
Changes in assets and liabilities, net of effects from
acquisition-
Accounts receivable, net............................. (830,725)
Prepaid expenses and other........................... (19,583)
Accounts payable and accrued expenses................ (528,534)
Other current liabilities............................ 203,282
-----------
Net cash provided by operating activities......... 345,626
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (596,603)
-----------
Net cash used in investing activities............. (596,603)
-----------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (250,977)
CASH AND CASH EQUIVALENTS, beginning of period.............. 3,544,462
-----------
CASH AND CASH EQUIVALENTS, end of period.................... $ 3,293,485
===========
CASH PAID FOR INTEREST...................................... $ 1,316,462
===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-237
<PAGE> 483

LONG BEACH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS
MAY 23, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BASIS OF PRESENTATION

Long Beach Acquisition Corp. (LBAC or the "Company") was a wholly owned
corporation of KC Cable Associates, L.P., a partnership formed through a joint
venture agreement between Kohlberg, Kravis, Roberts & Co. (KKR) and Cablevision
Industries Corporation (CVI). The Company was formed to acquire cable television
systems serving Long Beach, California, and surrounding areas.

On May 23, 1997, the Company executed a stock purchase agreement with
Charter Communications Long Beach, Inc. (CC-LB) whereby CC-LB purchased all of
the outstanding stock of the Company for an aggregate purchase price, net of
cash acquired, of $150.9 million. Concurrent with this stock purchase, CC-LB was
acquired by Charter Communications, Inc. (Charter) and Kelso Investment
Associates V, L.P., an investment fund (Kelso).

As of May 23, 1997, LBAC provided cable television service to subscribers
in southern California.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable transmission
and distribution facilities, and the cost of new customer installation. The
costs of disconnecting a customer are charged to expense in the period incurred.
Expenditures for repairs and maintenance are charged to expense as incurred, and
equipment replacement costs and betterments are capitalized.

Depreciation is provided on a straight-line basis over the estimated useful
life of the related asset as follows:

<TABLE>
<S> <C>
Leasehold improvements.................................. Life of respective lease
Cable systems and equipment............................. 5-10 years
Subscriber devices...................................... 5 years
Vehicles................................................ 5 years
Furniture, fixtures and office equipment................ 5-10 years
</TABLE>

FRANCHISES

Franchises include the assigned fair value of the franchise from purchased
cable television systems. These franchises are amortized on a straight-line
basis over six years, the remaining life of the franchise at acquisition.

INTANGIBLE ASSETS

Intangible assets include goodwill, which is amortized over fifteen years;
subscriber lists, which are amortized over seven years; a covenant not to
compete which is amortized over five

F-238
<PAGE> 484
LONG BEACH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

years; organization costs which are amortized over five years and debt issuance
costs which are amortized over ten years, the life of the loan.

IMPAIRMENT OF ASSETS

REVENUES

Cable television revenues from basic and premium services are recognized
when the related services are provided.

Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
average estimated period that customers are expected to remain connected to the
cable television system. As of May 23, 1997, no installation revenue has been
deferred, as direct selling costs have exceeded installation service revenues.

INCOME TAXES

LBAC's income taxes are recorded in accordance with SFAS No. 109,
"Accounting for Income Taxes."

USE OF ESTIMATES

2. STOCKHOLDER'S EQUITY:

For the period from April 1, 1997, through May 23, 1997, stockholder's
equity consisted of the following:

<TABLE>
<S> <C>
Stockholder's (deficit) equity:
Common stock -- Class A, voting $1 par value, 100 shares
authorized, issued and outstanding..................... $ 100
Common stock -- Class B, nonvoting, $1 par value, 1,000
shares authorized, no shares issued.................... --
Senior redeemable preferred stock, no par value, 110,000
shares authorized, issued and outstanding, stated at
redemption value....................................... 11,000,000
Additional paid-in capital................................ 33,258,723
Accumulated deficit....................................... (53,844,635)
------------
Total stockholder's (deficit) equity................... $ (9,585,812)
============
</TABLE>

F-239
<PAGE> 485
LONG BEACH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. INTEREST EXPENSE:

The Company has the option of paying interest at either the Base Rate of
the Eurodollar rate, as defined, plus a margin which is based on the attainment
of certain financial ratios. The weighted average interest rate for the period
from April 1, 1997, through May 23, 1997, was 7.3%.

4. REGULATION IN THE CABLE TELEVISION INDUSTRY:

The cable television industry is subject to extensive regulation at the
federal, local and, in some instances, state levels. The Cable Communications
Policy Act of 1984 (the "1984 Cable Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act") and together with
the 1984 Cable Act, the "Cable Acts"), and the Telecommunications Act of 1996
(the "1996 Telecom Act"), establish a national policy to guide the development
and regulation of cable television systems. The Federal Communications
Commission (FCC) has principal responsibility for implementing the policies of
the Cable Acts. Many aspects of such regulation are currently the subject to
judicial proceeding and administrative or legislative proposals. Legislation and
regulations continue to change, and the Company cannot predict the impact of
future developments on the cable television industry.

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. As of May 23, 1997,
the amount refunded by the Company has been insignificant. The Company may be
required to refund additional amounts in the future.

F-240
<PAGE> 486
LONG BEACH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. RELATED-PARTY TRANSACTIONS:

The Company has entered into a management agreement (the "Management
Agreement") with CVI under which CVI manages the operations of the Company for
an annual management fee equal to 4% of gross operating revenues, as defined.
Management fees under this agreement amounted to $210,100 for the period from
April 1, 1997, through May 23, 1997. In addition, the Company has agreed to pay
a monitoring fee of two dollars per basic subscriber, as defined, per year for
services provided by KKR. Monitoring fees amounted to $20,171 for the period
from April 1, 1997, through May 23, 1997.

6. COMMITMENTS AND CONTINGENCIES:

LEASES

The Company leases certain facilities and equipment under noncancelable
operating leases. Rent expense incurred under these leases for the period from
April 1, 1997, through May 23, 1997, was $67,600.

The Company rents utility poles in its operations. Generally, pole rental
agreements are short term, but LBAC anticipates that such rentals will recur.
Rent expense for pole attachments for the period from April 1, 1997, through May
23, 1997, was $12,700.

LITIGATION

The Company is a party to lawsuits which are generally incidental to its
business. In the opinion of management, after consulting with legal counsel, the
outcome of these lawsuits will not have a material adverse effect on the
Company's financial position or results of operations.

7. INCOME TAXES:

The Company has not recognized the tax benefit associated with its taxable
loss for the period from April 1, 1997, through May 23, 1997, as the Company
believes the benefit will likely not be realized.

8. EMPLOYEE BENEFIT PLANS:

Substantially all employees of the Company are eligible to participate in a
defined contribution plan containing a qualified cash or deferred arrangement
pursuant to IRC Section 401(k). The plan provides that eligible employees may
contribute up to 10% of their compensation to the plan. The Company made no
contributions to the plan for the period from April 1, 1997, through May 23,
1997.

F-241
<PAGE> 487

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SUCCESSOR
---------------------------
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 109,626 $ 9,573
Accounts receivable, net of allowance for doubtful
accounts of $3,833 and $1,728, respectively............ 32,487 15,108
Prepaid expenses and other................................ 10,181 2,519
---------- ----------
Total current assets.............................. 152,294 27,200
---------- ----------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 1,764,499 716,242
Franchises................................................ 6,591,972 3,590,054
---------- ----------
8,356,471 4,306,296
---------- ----------
OTHER ASSETS................................................ 178,709 2,031
---------- ----------
$8,687,474 $4,335,527
========== ==========
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ -- $ 10,450
Accounts payable and accrued expenses..................... 273,987 127,586
Payables to manager of cable television systems - related
party.................................................. 4,741 4,334
---------- ----------
Total current liabilities......................... 278,728 142,370
---------- ----------
LONG-TERM DEBT.............................................. 5,134,310 1,991,756
---------- ----------
DEFERRED MANAGEMENT FEES - RELATED PARTY.................... 17,004 15,561
OTHER LONG-TERM LIABILITIES................................. 53,310 38,461
---------- ----------
MEMBER'S EQUITY - 217,585,246 UNITS ISSUED AND
OUTSTANDING............................................... 3,204,122 2,147,379
---------- ----------
$8,687,474 $4,335,527
========== ==========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
statements.

F-242
<PAGE> 488

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
------------------------
1999 1998
SUCCESSOR PREDECESSOR
------------------------
<S> <C> <C>
REVENUES.................................................... $ 468,993 $15,129
--------- -------
OPERATING EXPENSES:
Operating, general and administrative..................... 241,341 8,378
Depreciation and amortization............................. 249,952 5,312
Stock option compensation expense......................... 38,194 --
Corporate expense charges -- related party................ 11,073 628
--------- -------
540,560 14,318
--------- -------
(Loss) income from operations.......................... (71,567) 811
--------- -------
OTHER INCOME (EXPENSE):
Interest expense.......................................... (157,669) (5,618)
Interest income........................................... 10,085 14
Other, net................................................ 2,840 3
--------- -------
(144,744) (5,601)
--------- -------
Loss before extraordinary item......................... (216,311) (4,790)
EXTRAORDINARY ITEM- Loss from early extinguishment of debt.. 7,794 --
--------- -------
Net loss............................................... $(224,105) $(4,790)
========= =======
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
statements.
F-243
<PAGE> 489

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
------------------------
1999 1998
SUCCESSOR PREDECESSOR
------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (224,105) $ (4,790)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 249,952 5,312
Stock option compensation expense...................... 38,194 --
Amortization of non-cash interest expense.............. 42,166 802
Gain on disposal of property, plant and equipment...... (1,806) --
Loss from early extinguishment of debt................. 7,794 --
Changes in assets and liabilities, net of effects from
acquisitions --
Accounts receivable, net............................... 1,180 (1,291)
Prepaid expenses and other............................. (282) (78)
Accounts payable and accrued expenses.................. 19,384 10,068
Payables to manager of cable television systems,
including deferred management fees.................... 14,592 356
Other operating activities............................. (1,245) --
---------- ---------
Net cash provided by operating activities............ 145,824 10,379
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (205,450) (2,240)
Payments for acquisitions, net of cash required........... (1,135,074) (167,484)
Loan to Marcus Cable Holdings............................. (1,680,142) --
Other investing activities................................ (8,684) --
---------- ---------
Net cash used in investing activities................ (3,029,350) (169,724)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 5,129,188 201,200
Repayments of long-term debt.............................. (2,028,330) (44,800)
Payments for debt issuance costs.......................... (107,562) (3,439)
Capital contributions..................................... -- 7,000
Distributions............................................. (9,717) --
---------- ---------
Net cash provided by financing activities............ 2,983,579 159,961
---------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 100,053 616
CASH AND CASH EQUIVALENTS, beginning of period.............. 9,573 626
---------- ---------
CASH AND CASH EQUIVALENTS, end of period.................... $ 109,626 $ 1,242
========== =========
CASH PAID FOR INTEREST...................................... $ 91,672 $ 3,518
========== =========
NON CASH TRANSACTION -- Transfer of net assets of Marcus
Holdings to the Company (see Note 1)...................... $1,252,370 --
========== =========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
statements.
F-244
<PAGE> 490

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BASIS OF PRESENTATION

Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter for an aggregate purchase price of
$2.2 billion, excluding $2.0 billion in debt assumed (the "Paul Allen
Transaction"). In conjunction with the Paul Allen Transaction, Charter acquired
100% of the interests it did not already own in CharterComm Holdings, LLC
(CharterComm Holdings) and CCA Group (comprised of CCA Holdings Corp., CCT
Holdings Corp. and Charter Communications Long Beach, Inc.), all cable
television operating companies, for $2.0 billion, excluding $1.8 billion in debt
assumed from unrelated third parties for fair value. Charter previously managed
and owned minority interests in these companies. These acquisitions were
accounted for using the purchase method of accounting, and accordingly, results
of operations of CharterComm Holdings and CCA Group are included in the
financial statements from the date of acquisition. In February 1999, Charter
transferred all of its cable television operating subsidiaries to a wholly owned
subsidiary of Charter Communication Holdings, LLC, (Charter Holdings), Charter
Communications Operating, LLC (Charter Operating). Charter Holdings is a wholly
owned subsidiary of CHCC. This transfer was accounted for as a reorganization of
entities under common control similar to a pooling of interests.

As a result of the change in ownership of CCP, CharterComm Holdings and CCA
Group, CCHC has applied push-down accounting in the preparation of the
consolidated financial statements. Accordingly, CCHC increased its members'
equity by $2.2 billion to reflect the amounts paid by Paul G. Allen and Charter.
The purchase price was allocated to assets acquired and liabilities assumed
based on their relative fair values, including amounts assigned to franchises of
$3.6 billion. The allocation of the purchase price is based, in part, on
preliminary information which is subject to adjustment upon obtaining complete
appraisal and valuation information of intangible assets. The valuation
information is expected to be finalized in the third quarter of 1999. Management
believes that finalization of the purchase price will not have a material impact
on the results of operations or financial position of CCHC.

On April 23, 1998, Paul G. Allen and a company controlled by Paul G. Allen,
(the "Paul G. Allen Companies") purchased substantially all of the outstanding
partnership interests in Marcus Cable Company, L.L.C. (Marcus Cable) for $1.4
billion, excluding $1.8 billion in assumed liabilities. The owner of the
remaining partnership interest retained voting control of Marcus Cable. In
February 1999, Marcus Cable Holdings, LLC (Marcus Holdings) was formed and Mr.
Allen's interests in Marcus Cable were transferred to Marcus Holdings. On March
31, 1999, Paul G. Allen purchased the remaining partnership interests in Marcus
Cable, including voting control. On April 7, 1999, Marcus Holdings was merged
into Charter Holdings and Marcus Cable was transferred to Charter Holdings. For
financial reporting purposes, the merger was accounted for as an acquisition of
Marcus Cable effective March 31, 1999, the date Paul G. Allen obtained voting
control of Marcus Cable. Accordingly, the results of operations of Marcus Cable
have been included in the financial statements from April 1, 1999. The assets
and liabilities of Marcus Cable have been recorded in the financial statements
using historical carrying values reflected in

F-245
<PAGE> 491
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the accounts of the Paul G. Allen Companies. Total member's equity increased by
$1.3 billion as a result of the Marcus Cable acquisition. Previously, on April
23, 1998, the Paul G. Allen Companies recorded the assets acquired and
liabilities assumed of Marcus Cable based on their relative fair values.

The consolidated financial statements of CCHC include the accounts of
Charter Operating and CCP, the accounts of CharterComm Holdings and CCA Group
and their subsidiaries since December 23, 1998 (date acquired by Charter), and
the accounts of Marcus since March 31, 1999, and are collectively referred to as
the "Company" herein. All subsidiaries are wholly owned. All material
intercompany transactions and balances have been eliminated.

As a result of the Paul Allen Transaction and application of push-down
accounting, the financial information of the Company in the accompanying
financial statements and notes thereto as of December 31, 1998, and June 30,
1999, and for the Successor Period (January 1, 1999, through June 30, 1999) is
presented on a different cost basis than the financial information of the
Company for the Predecessor Period (January 1, 1998, through June 30, 1998) and
therefore, such information is not comparable.

The accompanying unaudited financial statements of the Company have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.

2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS:

The accompanying financial statements are unaudited; however, in the
opinion of management, such statements include all adjustments necessary for a
fair presentation of the results for the periods presented. The interim
financial statements should be read in conjunction with the financial statements
and notes thereto as of and for the period ended December 31, 1998. Interim
results are not necessarily indicative of results for a full year.

3. ACQUISITIONS:

In addition to the Paul Allen Transaction and the acquisitions by Charter
of CharterComm Holdings, CCA Group and Marcus Holdings, the Company acquired
cable television systems for an aggregate purchase price, net of cash acquired,
of $291,800 in 1998, and completed the sale of certain cable television systems
for an aggregate sales price of $405,000 in 1998, all prior to December 24,
1998. Through June 30, 1999, the Company has acquired cable systems in three
separate transactions for an aggregate purchase price, net of cash acquired of
$1.1 billion, excluding debt assumed $111 million. The purchase price was
allocated to assets acquired and liabilities assumed based on their relative far
values, including amounts assigned to franchises of $1.1 billion. The allocation
of the purchase price is based, in part, on preliminary information which is
subject to adjustment upon obtaining complete valuation information. The
valuation information is expected to be finalized by the first quarter of 2000.
Management believes that finalization of the purchase price will not have a
material impact on the results of operations or financial position of the
Company.

F-246
<PAGE> 492
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Unaudited pro forma operating results as though the acquisitions and
dispositions 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:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
1999 1998
--------- ---------
<S> <C> <C>
Revenues.............................................. $ 669,228 $ 615,916
Loss from operations.................................. (65,912) (79,274)
Net loss.............................................. (251,731) (264,336)
</TABLE>

4. LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
---------- ------------
<S> <C> <C>
Charter:
Credit Agreements (including CCP, CCA
Group and CharterComm Holdings)................ $ -- $1,726,500
Senior Secured Discount Debentures................ -- 109,152
11 1/4% Senior Notes.............................. -- 125,000
Marcus:
Senior Credit Facility............................ -- --
13 1/2% Senior Subordinated Discount Notes........ 1,010 --
14 1/4% Senior Discount Notes..................... -- --
Charter Holdings:
8.250% Senior Notes............................... 600,000 --
8.625% Senior Notes............................... 1,500,000 --
9.920% Senior Discount Notes...................... 1,475,000 --
CCO Credit Agreement.............................. 2,025,000 --
Renaissance:
10.0% Senior Discount Notes....................... 114,413 --
---------- ----------
5,715,423 1,960,652
Current maturities................................ -- (10,450)
Unamortized net premium (discount)................ (581,113) 41,554
---------- ----------
$5,134,310 $1,991,756
========== ==========
</TABLE>

F-247
<PAGE> 493
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In March 1999, the Company extinguished substantially all existing
long-term debt, excluding borrowings of the Company 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
"CCO Credit Agreement"). The excess of the amount paid over the carrying value
of the Company's long-term debt was recorded as Extraordinary item -- loss on
early extinguishment of debt in the accompanying statement of operations.

CCH NOTES

In March 1999, the Company issued $600.0 million 8.250% Senior Notes due
2007 (the "8.250% Senior Notes") for net proceeds of $598.4 million, $1.5
billion 8.625% Senior Notes due 2009 (the "8.625% Senior Notes") for net
proceeds of $1,495.4 million, and $1,475.0 million 9.920% Senior Discount Notes
due 2011 (the "9.920% Senior Discount Notes") for net proceeds of $905.6
million, (collectively with the 8.250% Senior Notes and the 8.625% Senior Notes,
referred to as the "CCH Notes").

The 8.250% Senior Notes are not redeemable prior to maturity. Interest is
payable semiannually in arrears on April 1 and October 1 beginning October 1,
1999 until maturity.

The 8.625% Senior Notes are redeemable at the option of the Company at
amounts decreasing from 104.313% to 100% of par beginning on April 1, 2004, plus
accrued and unpaid interest, to the date of redemption. At any time prior to
April 1, 2002, the Company may redeem up to 35% of the aggregate principal
amount of the 8.625% Senior Notes at a redemption price of 108.625% of the
principal amount under certain conditions. Interest is payable semiannually in
arrears on April 1 and October 1, beginning October 1, 1999 until maturity.

The 9.920% Senior Discount Notes are redeemable at the option of the
Company at amounts decreasing from 104.960% to 100% of accreted value beginning
April 1, 2004. At any time prior to April 1, 2002, the Company may redeem up to
35% of the aggregate principal amount of the 9.920% Senior Discount Notes at a
redemption price of 109.920% of the accreted value under certain conditions. No
interest will be payable until April 1, 2004. Thereafter, interest is payable
semiannually in arrears on April 1 and October 1 beginning April 1, 2004 until
maturity. The discount on the 9.920% Senior Discount Notes is being accreted
using the effective interest method at a rate of 9.920% per year. The
unamortized discount was $543.4 million at June 30, 1999.

The CCH Notes rank equally with current and future unsecured and
unsubordinated indebtedness (including trade payables of the Company). The
Company is required to make an offer to purchase all of the CCH Notes, at a
price equal to 101% of the aggregate principal or 101% of the accreted value,
together with accrued and unpaid interest, upon a Change of Control as defined.

RENAISSANCE NOTES

In connection with the acquisition of Renaissance Media Group LLC
(Renaissance) during the second quarter of 1999, the Company assumed $163,175
principal amount of senior discount notes due 2008 (the "Renaissance Notes"). As
a result of the change in control of Renaissance, the Company was required to
make an offer to purchase the Renaissance Notes at 101% of their accreted value
plus accrued interest. In May 1999, the Company made an offer to repurchase the
Renaissance Notes pursuant to this requirement, and the holders of the
Renaissance Notes tendered an amount representing 30% of the total principal
amount for repurchase.

F-248
<PAGE> 494
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As of June 30, 1999, $114.4 million aggregate principal amount of
Renaissance Notes with a carrying value of $82.7 million remains outstanding.
Interest on the Renaissance Notes shall be paid semi-annually at a rate of 10%
per annum beginning on October 15, 2003.

The Renaissance Notes are redeemable at the option of the Company, in whole
or in part, at any time on or after April 15, 2003, initially at 105% of their
principal amount at maturity, plus accrued interest, declining to 100% of the
principal amount at maturity, plus accrued interest, on or after April 15, 2006.
In addition, at any time prior to April 15, 2001, the Company may redeem up to
35% of the original principal amount at maturity with the proceeds of one or
more sales of capital stock at 110% of their accreted value plus accrued
interest on the redemption date, provided that after any such redemption, at
least $106 million aggregate principal amount at maturity remains outstanding.

CCO CREDIT AGREEMENT

The indentures governing the debt agreements require the Company and/or its
subsidiaries to comply with various financial and other covenants, including the
maintenance of certain operating and financial ratios. These debt instruments
also contain substantial limitations on, or prohibitions of distributions,
additional indebtedness, liens, asset sales and certain other items. As a result
of limitations and prohibitions of distributions, substantially all of the net
assets of the consolidated subsidiaries are restricted for distribution to CCHC,
the parent company.

Based upon outstanding indebtedness at June 30, 1999, and the amortization
of term and fund loans, and scheduled reductions in available borrowings of the
revolving credit facility, aggregate future principal payments on the total
borrowings under all debt agreements at June 30, 1999, are as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
- ---- ----------
<S> <C>
2000........................................................ $ --
2001........................................................ --
2002........................................................ 17,500
2003........................................................ 17,500
2004........................................................ 18,510
Thereafter.................................................. 5,661,913
----------
$5,715,423
==========
</TABLE>

5. RELATED-PARTY TRANSACTIONS:

The Company is charged a management fee equal to 3.5% percent of gross
revenues payable quarterly. To the extent management fees charged to the Company
are greater (less) than the corporate expenses incurred by Charter, the Company
records a distribution to (capital contributions from) parent. For the six
months ended June 30, 1999, the Company

F-249
<PAGE> 495
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

recorded a distribution of $9,717. As of June 30, 1999, management fees
currently payable of $10,015.

6. STOCK OPTION PLAN

In accordance with an employment agreement between the President and Chief
Executive Officer of Charter and a related option agreement between CCHC and the
President and Chief Executive Officer, an option to purchase 3% of the equity
value of CCHC, or 7,044,121 membership interests, was issued to the President
and Chief Executive Officer. The option vests over a four year period from the
date of grant and expires ten years from the date of grant.

In February 1999, the Company adopted an option plan providing for the
grant of options to purchase up to an aggregate of 10% of the equity value of
CCHC. The option plan provides for grants of options to employees, officers and
directors of CCHC and its affiliates and consultants who provide services to
CCHC. Options granted vest over five years from the grant date. However, if
there has not been a public offering of the equity interests of CCHC or an
affiliate, vesting will occur only upon termination of employment for any
reason, other than for cause or disability. Options not exercised accumulate and
are exercisable, in whole or in part, in any subsequent period, but not later
than ten years from the date of grant.

Options outstanding as of June 30, 1999, are as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS
----------------------------------------------------- EXERCISABLE
REMAINING -----------
NUMBER OF EXERCISE TOTAL CONTRACT NUMBER OF
OPTIONS PRICE DOLLARS LIFE (IN YEARS) OPTIONS
---------- -------- ------------ --------------- -----------
<S> <C> <C> <C> <C> <C>
Outstanding as of January 1,
1999........................... 7,044,127 $20.00 $140,882,540 9.4 1,761,032
Granted:
February 9, 1999............... 9,050,881 20.00 181,017,620 9.5 --
April 5, 1999.................. 443,200 20.73 9,187,536 9.7 --
---------- ------ ------------ --- ---------
Outstanding as of June 30, 1999.. 16,538,208 $20.02 $331,087,696 9.5 1,761,032
========== ====== ============ === =========
</TABLE>

The Company follows Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" to account for the option plans. Stock option
compensation expense of $38.2 million has been recorded in the financial
statements since the exercise prices are less than the estimated fair values of
the underlying membership interests on the date of grant. Estimated fair values
were determined by the Company using the valuation inherent in the Paul Allen
Transaction and valuations of public companies in the cable television industry
adjusted for factors specific to the Company. Compensation expense is being
accrued over the vesting period of each grant that varies from four to five
years. As of June 30, 1999, deferred compensation remaining to be recognized in
future periods totalled $126 million. Had compensation expense for the option
plans been determined based on the fair value at the grant dates under the
provisions of SFAS No. 123, the Company's net loss for the six months ended June
30, 1999, would have been $234.0 million. The fair value of each option grant is
estimated on the date of grant using

F-250
<PAGE> 496
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the Black-Scholes option pricing model with the following assumptions: no
dividend yield, expected volatility of 44.0%, risk free rate of 5.00%, and
expected option lives of 10 years.

7. ACCOUNTING STANDARD NOT YET IMPLEMENTED:

SFAS No. 137 "Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement No. 133 -- An
Amendment of FASB Statement No. 133" has delayed the effective date of SFAS No.
133 to fiscal years beginning after June 15, 2000. We have not yet quantified
the impact of adopting SFAS No. 133 on our consolidated financial statements nor
have we determined the timing or method of our adoption of SFAS No. 133.
However, SFAS No. 133 could increase volatility in earnings (losses).

8. SUBSEQUENT EVENT:

In the third quarter of 1999, the Company acquired cable television systems
in four separate transactions for an aggregate purchase price of $2.2 billion.
The Company has also entered into definitive agreements to purchase additional
cable television systems, including a exchange of cable television systems, for
approximately $10.8 billion. The exchange of cable television systems will be
recorded at the fair value of the systems exchanged. The additional acquisitions
are expected to close no later than March 31, 2000.

Pursuant to a membership interests purchase agreement, as amended, Vulcan
Cable III, a company controlled by Paul G. Allen, contributed $500 million on
August 10, 1999 to CCHC, contributed an additional $180.7 million in certain
equity interests acquired in connection with the Rifkin acquisition in September
1999 and contributed $644.3 million in September 1999 to CCHC. All funds will be
contributed by CCHC to Charter Holdings.

F-251
<PAGE> 497

MARCUS CABLE HOLDINGS, LLC, AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
MARCH 31 JUNE 30
1999 1998
------------ ----------
<S> <C> <C>
REVENUES.................................................... $ 125,180 $ 254,792
--------- ---------
OPERATING EXPENSES:
Operating costs........................................... 45,309 98,031
General and administrative................................ 23,675 39,289
Transaction and severance costs........................... -- 114,167
Management fees........................................... 4,381 --
Depreciation and amortization............................. 51,688 105,248
--------- ---------
125,053 356,735
--------- ---------
(Loss) income from operations.......................... 127 (101,943)
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense.......................................... (26,963) (81,458)
Other, net................................................ (158) 43,662
--------- ---------
(27,121) (37,796)
--------- ---------
Loss before extraordinary item......................... (26,994) (139,739)
EXTRAORDINARY ITEM -- Loss from early extinguishment of
debt...................................................... (107,978) --
--------- ---------
Net loss $(134,972) $(139,739)
========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-252
<PAGE> 498

MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
MARCH 31, JUNE 30,
1999 1998
------------ ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (134,972) $(139,739)
Adjustments to reconcile net loss to net cash provided by
operating activities --
Depreciation and amortization.......................... 51,688 105,248
Gain on sale of assets................................. -- (43,662)
Loss from early extinguishment of debt................. 107,978 --
Amortization of debt issuance costs, debt discount and
interest rate cap agreements......................... 868 40,134
Changes in assets and liabilities, net of effects from
acquisitions --
Receivables, net..................................... 2,650 (3,016)
Prepaid expenses and other........................... 2,882 (2,630)
Accounts payable and accrued expenses................ (13,170) 12,830
Other operating activities........................... 9,022 (43)
----------- ---------
Net cash used in operating activities................ 26,946 (30,878)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of cable systems.............................. -- (57,500)
Purchases of property, plant and equipment................ (57,057) (111,031)
Proceeds from sale of assets.............................. -- 64,564
Other investing activities................................ -- (42)
----------- ---------
Net cash used in investing activities................ (57,057) (104,009)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 38,768 51,500
Repayments of long-term debt.............................. (1,680,142) --
Loan from Charter Holdings................................ 1,680,142 --
Cash contributed by member................................ -- 90,200
Payments of debt issuance costs........................... -- (99)
Payments of other long-term liabilities................... -- (463)
----------- ---------
Net cash provided by financing activities............ 38,768 141,138
----------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 8,657 6,251
CASH AND CASH EQUIVALENTS, beginning of period.............. 813 1,607
----------- ---------
CASH AND CASH EQUIVALENTS, end of period.................... $ 9,470 $ 7,858
=========== =========
CASH PAID FOR INTEREST...................................... $ 12,807 $ 41,271
=========== =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-253
<PAGE> 499

MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BASIS OF PRESENTATION

Marcus Cable Holdings, LLC (MCHLLC) was formed in February 1999 as parent
of Marcus Cable Company, L.L.C. (MCCLLC), formerly Marcus Cable Company, L.P.
(MCCLP). MCCLP was formed as a Delaware limited partnership and was converted to
a Delaware limited liability company on June 9, 1998. MCHLLC and its
subsidiaries (collectively, the "Company") derive their primary source of
revenues by providing various levels of cable television programming and
services to residential and business customers. The Company's operations are
conducted through Marcus Cable Operating Company, L.L.C. (MCOC), a wholly owned
subsidiary of the Company. The Company has operated its cable television systems
primarily in Texas, Wisconsin, Indiana, California and Alabama.

The accompanying consolidated financial statements include the accounts of
MCCLLC, which is the predecessor of MCHLLC, and its subsidiary limited liability
companies and corporations. All significant intercompany accounts and
transactions have been eliminated in consolidation.

On April 23, 1998, Vulcan Cable, Inc. and Paul G. Allen (collectively
referred to as "Vulcan") acquired all of the outstanding limited partnership
interest and substantially all of the general partner interest in MCCLP for cash
payments of $1,392,000 (the "Vulcan Acquisition"). Under the terms of the
purchase agreement, the owner of the remaining 0.6% general partner interest in
the Company, (the "Minority Interest"), which represents 100% of the voting
control of the Company, could cause Vulcan to purchase the 0.6% general partner
interest under certain conditions, or Vulcan could cause the Minority Interest
to sell its interest to Vulcan under certain conditions, at a fair value of not
less than $8,000. On March 31, 1999, Vulcan acquired voting control of the
Company by its acquisition of the Minority Interest for cash consideration.

Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter Communications, Inc. (Charter).
Beginning in October 1998, Charter managed the operations of the Company.

In March 1999, Charter transferred all of its cable television operating
subsidiaries to a subsidiary, Charter Communications Holdings, LLC (Charter
Holdings) in connection with the issuance of Senior Notes and Senior Discount
Notes totaling $3.6 billion. These operating subsidiaries were then transferred
to Charter Communications Operating, LLC (Charter Operating). On April 7, 1999,
the cable television operating subsidiaries of the Company were transferred to
Charter Operating subsequent to the purchase of Paul G. Allen of the Minority
Interest.

As a result of the Vulcan Acquisition, the Company recognized severance and
stay-on bonus compensation of $16,034, during the fourth quarter of 1998. As of
March 31, 1999, 85 employees and officers of the Company had been terminated.
The remaining balance of $2,400 is to be paid by April 30, 1999 and an
additional $400 in stay-on bonuses will be recorded as compensation in 1999 as
the related services are provided.

F-254
<PAGE> 500
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
(DOLLARS IN THOUSANDS)

INTERIM FINANCIAL INFORMATION

2. ACQUISITIONS AND DISPOSITIONS

On April 1, 1998, the Company completed the acquisition of the Mountain
Brook and Shelby Cable System form Mountain Brook and Shelby Cable for an
aggregate purchase price of $57,500. The communities served by this system are
adjacent to the Company's existing systems in the suburban Birmingham, Alabama
area. As of the date of the acquisition, this system served approximately 23,000
basic customers. The excess of the cost of properties acquired over the amounts
assigned to net tangible assets and noncompetition agreements as of the date of
acquisition was approximately $44,603 and is included in franchises.

Additionally, in 1998, the Company completed the sale of certain cable
television systems for an aggregate net sales price of $401,432, resulting in a
total gain of $201,278. No gains or losses were recognized on the sale of the
cable television systems divested after the Vulcan Acquisition as such amounts
are considered to be an adjustment of the purchase price allocation as these
systems were designated as assets to be sold at the date of the Vulcan
Acquisition.

3. LONG-TERM DEBT:

In March 1999, concurrent with the issuance of Senior Notes and Senior
Discount Notes, the combined company (Charter and the Company) extinguished all
long-term debt, excluding borrowings of Charter and the Company under their
respective credit agreements, and refinanced all existing credit agreements at
various subsidiaries of the Company and Charter with a new credit agreement
entered into by a wholly owned subsidiary of the combined company. The excess of
the amount paid over the carrying value of the Company's long-term debt was
recorded as Extraordinary item -- loss on early extinguishment of debt in the
accompanying statement of operations

4. RELATED-PARTY TRANSACTIONS:

The Company and Charter entered into a management agreement on October 6,
1998 whereby Charter began to manage the day-to-day operations of the Company.
In consideration for the management consulting services provided by Charter, the
Company pays Charter an annual fee equal to 3% of the gross revenues of the
cable system operations, plus expense. For the three months ended March 31,
1999, management fees under this agreement were $2,432. In connection with the
transfer of the Company's operating subsidiaries to Charter Operating, the
annual fee paid by the Company to Charter increased to 3.5%, plus expense.

Prior to consummation of the Vulcan Acquisition, affiliates of Goldman
Sachs owned limited partnership interests in MCCLP. Maryland Cable Partners,
L.P. ("Maryland Cable"), which was controlled by an affiliate of Goldman Sachs,
owned the Maryland Cable systems. MCOC

F-255
<PAGE> 501
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
(DOLLARS IN THOUSANDS)

managed the Maryland Cable systems under the Maryland Cable agreement. Pursuant
to such agreement, MCOC earned a management fee equal to 4.7% of the revenues of
Maryland Cable.

Effective January 31, 1997, Maryland Cable was sold to a third party.
Although MCOC is no longer involved in the active management of the Maryland
Cable systems, MCOC has entered into an agreement with Maryland Cable to oversee
the activities, if any, of Maryland Cable through the liquidation of the
partnership. Pursuant to such agreement, MCOC earns a nominal monthly fee.
During the three months ended March 31, 1999 and 1998, MCOC earned total
management fees of $0 and $355, respectively.

5. ACCOUNTING STANDARD NOT YET IMPLEMENTED:

In June 1998, the Financial Accounting Standards Board (FASB) adopted SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate and
assess the effectiveness of transactions that receive hedge accounting. In June
1999, the FASB issued SFAS No. 137 "Deferral of the Effective Date of FASB
Statement No. 133". SFAS No. 137 delays the effective date of SFAS No. 133 for
one year to fiscal years beginning after June 15, 2000 and thus the Company will
adopt SFAS No. 133 at that time. The Company has not yet quantified the impacts
of adopting SFAS No. 133 on its consolidated financial statements nor has it
determined the timing or method of its adoption of SFAS No. 133. However, SFAS
No. 133 could increase volatility in earnings (loss).

F-256
<PAGE> 502

RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOUR MONTHS SIX MONTHS
ENDED APRIL 30, ENDED JUNE 30,
1999 1998
--------------- --------------
(IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Revenues................................................ $20,396 $12,921
Cost and expenses:
Operating, general and administrative................. 9,382 6,658
Depreciation and amortization......................... 8,912 5,457
------- -------
Operating income................................... 2,102 806
Interest income......................................... 122 60
Interest expense........................................ (6,321) (4,389)
------- -------
Loss before provision (benefit) for taxes............... (4,097) (3,523)
Provision (benefit) for taxes........................... (65) 75
------- -------
Net loss................................................ $(4,032) $(3,598)
======= =======
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-257
<PAGE> 503

RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS
FOUR MONTHS ENDED JUNE
ENDED APRIL 30, 30,
1999 1998
--------------- ---------------
(IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Operating Activities:
Net loss.............................................. $(4,032) $ (3,598)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization...................... 8,912 5,457
Accretion on senior discount notes and non-cash
interest expense................................. 3,850 2,300
Changes in operating assets and liabilities, net of
effects from acquisitions:
Accounts receivable, net........................... 298 (1,422)
Prepaid expenses and other assets.................. (75) (360)
Accounts payable and accrued expenses.............. (5,046) 10,053
Advances from affiliates........................... (135) 104
------- ---------
Net cash provided by operating activities........ 3,772 12,534
------- ---------
Investing Activities:
Acquisitions of cable systems......................... (2,770) (309,500)
Escrow deposit........................................ 150 --
Capital expenditures.................................. (4,250) (691)
Cable television franchises........................... -- (1,235)
Other intangible assets............................... 16 (490)
------- ---------
Net cash used in investing activities............ (6,854) (311,916)
------- ---------
Financing Activities:
Debt acquisition costs................................ -- (8,343)
Repayments on bank debt............................... -- (7,500)
Proceeds from bank debt............................... -- 110,000
Net proceeds from issuance of 10% senior discount
notes.............................................. -- 100,012
Capital contributions................................. -- 108,500
------- ---------
Net cash provided by financing activities........ -- 302,669
------- ---------
Net increase (decrease) in cash and cash equivalents.... (3,082) 3,287
Cash and cash equivalents at beginning of period........ 8,482 --
------- ---------
Cash and cash equivalents at end of period.............. $ 5,400 $ 3,287
======= =========
Cash paid for interest.................................. $ 4,210 $ 312
======= =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-258
<PAGE> 504

RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT WHERE INDICATED)
(UNAUDITED)

1. ORGANIZATION

Renaissance Media Group LLC ("Group") was formed on March 13, 1998, by
Renaissance Media Holdings LLC ("Holdings"). On March 20, 1998, Holdings
contributed to Group its membership interests in two wholly owned subsidiaries;
Renaissance Media (Louisiana) LLC ("Louisiana") and Renaissance Media
(Tennessee) LLC ("Tennessee"). Louisiana and Tennessee acquired a 76% interest
and 24% interest, respectively, in Renaissance Media LLC ("Media") from Morgan
Stanley Capital Partners III, Inc. ("MSCP III") on February 13, 1998 for a
nominal amount. As a result, Media became a subsidiary of Holdings. The transfer
was accounted for as a reorganization of entities under common control similar
to a pooling of interests since an entity affiliated with MSCP III had a
controlling interest in Holdings. Group and its subsidiaries are collectively
referred to as the "Company" herein. On April 9, 1998, the Company acquired six
cable television systems (the "TWI Acquisition") from TWI Cable, Inc. a
subsidiary of Time Warner Inc. ("Time Warner"). Prior to this Acquisition, the
Company had no operations other than start-up related activities.

On February 23, 1999, Holdings, Charter Communications, Inc. (now known as
Charter Investment, Inc. and referred to herein as "Charter") and Charter
Communications, LLC ("CC LLC") executed a purchase agreement, providing for
Holdings to sell and CC LLC to purchase, all the outstanding limited liability
company membership interests in Group held by Holdings (the "Charter
Transaction") subject to certain covenants and restrictions pending closing and
satisfaction of certain conditions prior to closing. On April 30, 1999, the
Charter Transaction was consummated for a purchase price of $459 million,
consisting of $348 million in cash and $111 million in carrying value of debt
assumed.

2. BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles. The interim financial statements
are unaudited but include all adjustments, which are of normal recurring nature
that the Company considers necessary for a fair presentation of the financial
position and the results of operations and cash flows for such periods.
Operating results of interim periods are not necessarily indicative of results
for a full year.

Additional disclosures and information are included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

3. ACQUISITIONS:

F-259
<PAGE> 505
RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. DEBT

Media maintained a credit agreement (the "Credit Agreement") with aggregate
commitments under the Credit Agreement totaling $150,000, consisting of a
$40,000 revolver, $60,000 Tranche A Term Loans and $50,000 Tranche B Term Loans.
On April 30, 1999, in connection with the Charter Transaction all amounts
outstanding, including accrued interest and fees, under the Credit Agreement
were paid in full and the Credit Agreement was terminated.

The Charter Transaction resulted in a "change of control" of the Company.
On May 28, 1999, in accordance with the terms and conditions of the indenture
governing the 10% senior discount notes (the "Notes"), the Company made an offer
(the "Purchase Offer") to purchase any and all of the Notes at 101% of their
accreted value, plus accrued and unpaid interest, if any, through June 28, 1999.
The Purchase Offer expired on June 23, 1999, and 48,737 notes ($1,000 face
amount at maturity) were validly tendered. On June 28, 1999, CC LLC made a
capital contribution in the amount of $34,205 enabling the Company to purchase
the Notes.

The indenture governing the Notes limits cash payments by the Company to
the sum of: i) the amount by which consolidated EBITDA (as defined) exceeds 130%
of consolidated interest expense (as defined) determined on a cumulative basis,
ii) capital contributions, and iii) an amount equal to the net reduction in
investments (as defined). To the extent permitted by the indenture excess cash
will be distributed to CC LLC, including repayments of borrowings under Charter
Communications Operating, LLC's ("CCO") credit facility (the "CCO Credit
Agreement").

The Company and all subsidiaries of CCO have guaranteed payment and
performance by CCO of its obligations under the CCO Credit Agreement. In
addition, Group and its wholly owned subsidiaries, and all subsidiaries of CCO
have pledged their ownership interests as collateral to the CCO Credit
Agreement.

5. RELATED PARTY TRANSACTIONS

In connection with the TWI Acquisition, Media entered into an agreement
with Time Warner, pursuant to which Time Warner would manage the Company's
programming in exchange for providing the Company access to certain Time Warner
programming arrangements (the "Time Warner Agreement"). Management believes that
these programming rates made available through its relationship with Time Warner
are lower than the Company could obtain separately. Such volume rates are not
available after the Charter Transaction.

For the four months ended April 30, 1999, the Company incurred $2,716 for
programming services under this agreement. For the period from April 9, 1998 to
June 30, 1998 the programming services incurred under this agreement were
$1,300. In addition, the Company incurred programming costs of $958 and $1,000
for programming services owned directly or indirectly by Time Warner entities
for the four months ended April 30, 1999 and for the period from April 9, 1998
to June 30, 1998, respectively.

In connection with the Charter Transaction, the Time Warner Agreement was
terminated on April 30, 1999, and Media returned to Time Warner $650 in deferred
marketing credits owed to program providers under the programming arrangements.

The Company has utilized the law firm of one of its board members for legal
services related to the TWI Acquisition, financing agreements and various
ongoing legal matters. These fees totaled approximately $154 and $-0- for the
four months ended April 30, 1999 and for the period from April 9, 1998 to June
30, 1998, respectively.

F-260
<PAGE> 506
RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Prior to the consummation of the TWI Acquisition, Media paid fees to six
senior managers of the Company who are investors in the Company for services
rendered relating to the Acquisition and the Credit Agreement. These fees
totaled $287 for the period from April 9, 1998 to June 30, 1998 and were
recorded as transaction and financing costs.

6. EMPLOYEE BENEFIT PLAN

Beginning April 9, 1998, the Company sponsored a defined contribution plan
that covered substantially all employees (the "Plan"). The Plan provided for
contributions from eligible employees up to 15% of their compensation subject to
a maximum limit as determined by the Internal Revenue Service. The Company's
contribution to the Plan was limited to 50% of each eligible employee's
contribution up to 10% of his or her compensation. The Company had the right to
change the amount of the Company's matching contribution percentage. The Company
matching contributions totaled $54 for the four months ended April 30, 1999 and
$32 for the period from April 9, 1998 to June 30, 1998.

In connection with the Charter Transaction, the Plan's assets were frozen
as of April 30, 1999, and employees became fully vested. Effective July 1, 1999,
the Company's employees with two months of service are eligible to participate
in the Charter Communications, Inc. 401(k) Plan (the "Charter Plan"). Employees
that qualify for participation in the Charter Plan can contribute up to 15% of
their salary, on a before tax basis, subject to a maximum contribution limit as
determined by the Internal Revenue Service.

F-261
<PAGE> 507

HELICON PARTNERS I, L.P. AND AFFILIATES

UNAUDITED CONDENSED COMBINED BALANCE SHEET
JUNE 30, 1999

<TABLE>
<S> <C>
ASSETS
Cash and cash equivalents................................... $ 6,894,228
Receivables from subscribers................................ 1,858,977
Prepaid expenses and other assets........................... 2,171,812
Property, plant and equipment, net.......................... 88,251,876
Intangible assets and deferred costs, net................... 92,775,247
Due to affiliates, net...................................... 5,886
------------
Total assets........................................... $191,958,026
============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Accounts payable.......................................... $ 2,598,003
Accrued expenses.......................................... 7,190,566
Subscriptions received in advance......................... 576,588
Accrued interest.......................................... 3,922,490
Due to principal owner.................................... 5,000,000
Senior secured notes...................................... 115,000,000
Loans payable to banks.................................... 121,261,571
Senior subordinated loans payable to banks................ 12,000,000
12% subordinated notes, net of unamortized discount of
$2,313,425............................................. 45,608,577
Redeemable partnership interests.......................... 21,162,288
Other notes payable....................................... 5,206,373
Due to affiliates, net.................................... --
------------
Total liabilities...................................... 339,526,456
------------
Commitments
Partners' deficit:
Preferred limited partners................................ 9,089,226
Accumulated partners' deficit............................. (156,656,656)
Less capital contribution receivable...................... (1,000)
------------
Total partners' deficit................................ (147,568,430)
------------
Total liabilities and partners' deficit................ $191,958,026
============
</TABLE>

See accompanying notes to unaudited condensed combined financial statements.

F-262
<PAGE> 508

HELICON PARTNERS I, L.P. AND AFFILIATES

UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS
SIX-MONTH PERIODS ENDED JUNE 30,1998 AND 1999

<TABLE>
<CAPTION>
1998 1999
------------ ------------
<S> <C> <C>
Revenues................................................. $ 37,208,700 $ 42,956,363
------------ ------------
Operating expenses:
Operating expenses..................................... 11,379,819 13,333,558
General and administrative expenses.................... 6,274,221 6,991,885
Marketing expenses..................................... 1,531,302 1,746,092
Depreciation and amortization.......................... 11,772,187 13,583,647
Management fee charged by affiliate.................... 1,578,472 2,147,812
Corporate and other expenses........................... 192,155 4,855,873
------------ ------------
Total operating expenses............................ 32,728,156 42,658,867
------------ ------------
Operating income....................................... 4,480,544 297,496
------------ ------------
Interest expense......................................... (13,808,274) (15,831,274)
Interest income.......................................... 49,515 104,794
------------ ------------
(13,758,759) (15,726,480)
------------ ------------
Net loss............................................... $ (9,278,215) $(15,428,984)
============ ============
</TABLE>

See accompanying notes to unaudited condensed combined financial statements.

F-263
<PAGE> 509

HELICON PARTNERS I, L.P. AND AFFILIATES

UNAUDITED CONDENSED COMBINED STATEMENTS OF
CHANGES IN PARTNERS' DEFICIT
SIX-MONTH PERIOD ENDED JUNE 30, 1999

<TABLE>
<CAPTION>
PARTNERS' DEFICIT
PREFERRED ----------------------------- CAPITAL
LIMITED GENERAL CLASS A LIMITED CONTRIBUTION
PARTNERS PARTNER PARTNERS RECEIVABLE TOTAL
---------- ----------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31,
1998....................... $8,567,467 $ (989,962) $(134,807,570) $(1,000) $(127,231,065)
Distribution of additional
preferred partnership
interests.................. 521,759 (5,218) (516,541) -- --
Accretion of redeemable
partnership interests...... -- (49,084) (4,859,297) -- (4,908,381)
Net loss..................... -- (154,290) (15,274,694) -- (15,428,984)
---------- ----------- ------------- ------- -------------
Balance at June 30, 1999..... $9,089,226 $(1,198,554) $(155,458,102) $(1,000) $(147,568,430)
========== =========== ============= ======= =============
</TABLE>

See accompanying notes to unaudited condensed combined financial statements.

F-264
<PAGE> 510

HELICON PARTNERS I, L.P. AND AFFILIATES

UNAUDITED CONDENSED COMBINED STATEMENTS OF CASH FLOWS

SIX-MONTH PERIODS ENDED JUNE 30, 1998 AND 1999

<TABLE>
<CAPTION>
1998 1999
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $(9,278,215) $(15,428,984)
----------- ------------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 11,772,187 13,583,647
Amortization of debt discount and deferred financing
costs................................................ 460,010 483,210
Gain on sale of equipment.............................. (1,498) (10,603)
Interest on 12% subordinated notes paid through the
issuance of additional notes......................... 2,408,370 2,706,044
Change in operating assets and liabilities:
Increase in receivables from subscribers............. (162,393) (200,619)
(Increase) decrease in prepaid expenses and other
assets............................................ (645,035) 1,300,771
Increase in financing costs incurred................. -- --
(Decrease) increase in accounts payable and accrued
expenses.......................................... (2,396,567) 104,941
Decrease in subscriptions received in advance........ (144,134) (242,975)
Increase in accrued interest......................... 141,755 180,036
----------- ------------
Total adjustments................................. 11,432,695 17,904,452
----------- ------------
Net cash provided by operating activities......... 2,154,480 2,475,468
----------- ------------
Cash flows from investing activities:
Purchases of property, plant and equipment................ (4,575,109) (6,127,185)
Proceeds from sale of equipment........................... 91,128 20,355
Cash paid for net assets of cable television systems
acquired............................................... -- (6,217,143)
Increase in intangible assets............................. (69,325) (238,202)
----------- ------------
Net cash used in investing activities............. (4,553,306) (12,562,175)
----------- ------------
Cash flows from financing activities:
Proceeds from bank loans.................................. 3,000,000 13,000,000
Repayment of bank loans................................... (4,834) (5,351)
Repayment of other notes payable.......................... (574,499) (651,346)
Advances to affiliates.................................... (3,356,074) (5,535,838)
Repayments of advances to affiliates...................... 3,309,008 5,282,910
Payment of financing costs................................ -- (240,000)
----------- ------------
Net cash provided by financing activities......... 2,373,601 11,850,375
----------- ------------
Net (decrease) increase in cash and cash
equivalents.................................... (25,225) 1,763,668
Cash and cash equivalents at beginning of period............ 4,372,281 5,130,561
----------- ------------
Cash and cash equivalents at end of period.................. $ 4,347,056 $ 6,894,229
=========== ============
Supplemental cash flow information:
Interest paid............................................. $10,798,139 $ 12,461,977
=========== ============
Other non-cash items:
Acquisition of property, plant and equipment through
issuance of other notes payable...................... $ 501,502 $ 389,223
=========== ============
</TABLE>

See accompanying notes to unaudited condensed combined financial statements.

F-265
<PAGE> 511

HELICON PARTNERS I, L.P AND AFFILIATES

NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS
JUNE 30, 1999

1. ORGANIZATION AND NATURE OF BUSINESS

Helicon Partners I, L.P. ("the Partnership") was organized as a limited
partnership on November 30, 1994 under the laws of the State of Delaware. On
April 8, 1996, Baum Investments, Inc. acquired a 1% general partnership interest
in the Partnership through an initial capital contribution of $1,500 and the
existing limited partners of The Helicon Group, L.P. ("THGLP"), formed in 1993,
exchanged their limited partnership interests in THGLP for all Class A Common
Limited Partnership Interests and Preferred Limited Partnership Interests in the
Partnership. As a result of this exchange, THGLP became 99% owned by the
Partnership. The Partnership now owns all of the limited partnership interests
in THGLP and Baum Investments, Inc. ("Baum") continues to be the general partner
of THGLP and to own a 1% general partnership interest in THGLP. The Partnership
also owns a 99% interest and THGLP a 1% interest in HPI Acquisition Co., LLC
("HPIAC"), a Delaware limited liability company formed on February 7, 1996. The
Partnership also owns a 89% limited partnership interest and Baum Investments,
Inc. a 1% general partnership interest in Helicon OnLine, L. P. ("HOL"), a
Delaware limited partnership formed May 31, 1997. The Partnership, THGLP, HPIAC
and HOL are referred to collectively herein as the Company.

The Partnership operates in one business segment offering cable television
services in the states of Pennsylvania, West Virginia, North Carolina, South
Carolina, Louisiana, Vermont and New Hampshire, Georgia and Tennessee. The
Company also offers to customers advanced services, such as paging, cable modems
and private data network systems under the name of "Helicon Network Solutions",
as well as, dial up internet service in Pennsylvania and Vermont under the name
of "Helicon OnLine".

On July 30, 1999, Charter-Helicon, LLC ("Charter-Helicon"), acquired a 1%
interest in THGLP previously owned by Baum Investments, Inc. and became the
General Partner of THGLP. Concurrently, Charter-Helicon and Charter
Communications, LLC ("CC-LLC"), parent of Charter-Helicon, acquired all of the
partnership interests of the Partnership. These transactions are collectively
referred to as the "Helicon/Charter Deal" herein. In connection with the
Helicon/Charter Deal, $228,985,000 of cash was paid to the equity holders; Baum
retained a $25,000,000 limited liability company membership interest in
Charter-Helicon; debt of $197,447,000 was repaid; debt of $115,000,000 was
assumed; and other costs totaling $4,285,000 were incurred. Effective with this
change of ownership, the Company will be managed by Charter Investment, Inc.

In the opinion of management, the accompanying unaudited condensed combined
financial statements of the Partnership reflect all adjustments, consisting of
normal recurring accruals, necessary to present fairly the Partnership's
combined financial position as of June 30, 1999, and their results of operations
and cash flows for the three-month periods ended June 30, 1998 and 1999. The
results of operations for the three-month period ended June 30, 1999 are not
necessarily indicative of the results for a full year.

2. ACQUISITIONS

On December 31, 1998, HPIAC acquired the net assets of cable television
systems serving approximately 11,225 (unaudited) subscribers primarily in the
North Carolina community of Roanoke Rapids. The aggregate purchase price was
$26,063,284 including acquisition costs of $535,875 and was allocated to the net
assets acquired, which included property, equipment and intangible assets, based
on their estimated fair value.

F-266
<PAGE> 512
HELICON PARTNERS I, L.P AND AFFILIATES

NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

On January 7, 1999, THGLP acquired the cable television systems, serving
approximately 4,350 (unaudited) subscribers in the North Carolina counties of
Carter, Johnson and Unicol. The aggregate purchase price was approximately
$5,228,097 and was allocated to the net assets acquired, which included property
and equipment and intangible assets.

On March 1, 1999, HPIAC acquired a cable television system serving
approximately 551 (unaudited) subscribers in the communities of Abbeville,
Donalds and Due West, South Carolina. The aggregate purchase price was
approximately $723,356 and was allocated to the net assets acquired, which
included property, equipment and intangible assets, based on their estimated
fair value.

On April 6, 1999, the HPIAC acquired a cable television system serving
approximately 314 (unaudited) subscribers in the communities of Mentone and part
of DeKalb, Alabama. The aggregate purchase price was approximately $265,690 and
was allocated to the net assets acquired, which included property, equipment and
intangible assets, based on their estimated fair value.

The operating results relating to the above acquisitions, effective with
their acquisition dates, are included in the accompanying unaudited condensed
combined financial statements.

3. LOANS PAYABLE TO BANKS

On January 5, 1999, THGLP entered into a $12,000,000 Senior Subordinated
Loan Agreement with Paribas Capital Funding, LLC ("the 1999 Credit Facility").
The Facility is non-amortizing and is due January 5, 2003. Initial borrowings of
$7,000,000 under this Facility financed the acquisition of certain cable
television assets in North Carolina. On February 19, 1999, the Company borrowed
the remaining $5,000,000 available under the 1999 Credit Facility. Interest on
the $12,000,000 is payable at 11.5% per annum.

F-267
<PAGE> 513

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS
AND INTERMEDIA CAPITAL PARTNERS IV, L.P.)

COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Accounts receivable, net of allowance for doubtful accounts
of $1,417 and $899, respectively.......................... $ 16,009 $ 14,425
Receivable from affiliates.................................. 5,250 5,623
Prepaid expenses............................................ 487 423
Other current assets........................................ 232 350
-------- --------
Total current assets.............................. 21,978 20,821
Intangible assets, net...................................... 226,040 255,356
Property and equipment, net................................. 231,382 218,465
Deferred income taxes....................................... 15,288 12,598
Investments and other non-current assets.................... 5,535 2,804
-------- --------
Total assets...................................... $500,223 $510,044
======== ========
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities.................... $ 19,874 $ 19,230
Deferred revenue............................................ 11,778 11,104
Payable to affiliates....................................... 4,607 3,158
-------- --------
Total current liabilities......................... 36,259 33,492
Note payable to InterMedia Partners IV, L.P................. 414,493 396,579
Deferred channel launch revenue............................. 3,492 4,045
-------- --------
Total liabilities................................. 454,244 434,116
-------- --------
Commitments and contingencies
Mandatorily redeemable preferred shares..................... 14,676 14,184
Equity...................................................... 31,303 61,744
-------- --------
Total liabilities and equity...................... $500,223 $510,044
======== ========
</TABLE>

See accompanying notes to the condensed combined financial statements.
F-268
<PAGE> 514

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------
1999 1998
--------- --------
(UNAUDITED)
<S> <C> <C>
REVENUES
Basic and cable services.................................... $ 69,705 $ 61,679
Pay service................................................. 13,606 11,934
Other service............................................... 17,333 12,247
--------- --------
100,644 85,860
COSTS AND EXPENSES
Program fees................................................ 23,530 19,186
Other direct expenses....................................... 10,055 8,253
Selling, general and administrative expenses................ 21,663 15,752
Management and consulting fees.............................. 1,566 1,562
Depreciation and amortization............................... 52,309 41,413
--------- --------
109,123 86,166
--------- --------
(Loss) income from operations............................... (8,479) (306)
--------- --------
OTHER INCOME (EXPENSE)
Interest expense............................................ (11,757) (13,440)
Interest and other income................................... 163 137
Other expense............................................... (6) (24)
--------- --------
(11,600) (13,327)
--------- --------
Loss before income tax benefit.............................. (20,079) (13,633)
Income tax benefit.......................................... 2,690 2,689
--------- --------
Net loss.................................................... (17,389) (10,944)
OTHER COMPREHENSIVE INCOME
Unrealized loss on available-for-sale securities............ (310) --
--------- --------
Comprehensive loss.......................................... $ (17,699) $(10,944)
--------- --------
</TABLE>

See accompanying notes to the condensed combined financial statements.
F-269
<PAGE> 515

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

COMBINED STATEMENT OF CHANGES IN EQUITY
(DOLLARS IN THOUSANDS)

<TABLE>
<S> <C>
Balance at January 1, 1998.................................. $ 58,713
Net loss.................................................... (3,521)
Accretion for mandatorily redeemable preferred shares....... (945)
Net cash contributions from parent.......................... 6,350
In-kind contribution from parent............................ 1,147
--------
Balance at December 31, 1998................................ 61,744
Net loss (unaudited)........................................ (17,389)
Accretion for mandatorily redeemable preferred shares
(unaudited)............................................... (492)
Net cash distributions to parent (unaudited)................ (12,250)
Other comprehensive income (unaudited)...................... (310)
--------
Balance at June 30, 1999 (unaudited)........................ $ 31,303
========
</TABLE>

See accompanying notes to the condensed combined financial statements.
F-270
<PAGE> 516

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------
1999 1998
-------- --------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $(17,389) $(10,944)
Adjustments to reconcile net loss to cash flows from
operating activities:
Depreciation and amortization.......................... 52,309 41,413
Changes in assets and liabilities:
Accounts receivable.................................. (1,584) (398)
Receivables from affiliates.......................... 373 (1,794)
Prepaid expenses..................................... (64) 49
Other current assets................................. 118 28
Deferred income taxes................................ (2,690) (2,689)
Investments and other non-current assets............. (3,041) 148
Accounts payable and accrued liabilities............. 2,487 (3,406)
Deferred revenue..................................... 957 1,248
Payables to affiliates............................... 1,449 (187)
Accrued interest..................................... 11,757 13,440
Deferred channel launch revenue...................... (836) (350)
-------- --------
Cash flows from operating activities...................... 43,846 36,558
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment....................... (37,441) (36,576)
Intangible assets......................................... (312) (333)
-------- --------
Cash flows from investing activities...................... (37,753) (36,909)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (distributions) contributions to/from parent.......... (12,250) 6,768
Net borrowings (repayments) of intercompany debt.......... 6,157 (6,417)
-------- --------
Cash flows from financing activities...................... (6,093) 351
-------- --------
Net change in cash.......................................... -- --
-------- --------
Cash at beginning of period................................. -- --
-------- --------
Cash at end of period....................................... $ -- $ --
======== ========
</TABLE>

See accompanying notes to the condensed combined financial statements.
F-271
<PAGE> 517

INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

1. BASIS OF PRESENTATION

THE CHARTER TRANSACTIONS

Specifically, ICP-IV and its affiliates have agreed to sell certain of
their cable television systems in Tennessee and Gainesville, Georgia through a
combination of asset sales and the sale of their equity interests in RMG, and to
exchange their systems in and around Greenville and Spartanburg, South Carolina
for Charter systems located in Indiana, Kentucky, Utah and Montana. Immediately
upon Charter's acquisition of RMG, IP-I will exchange its cable television
systems in Athens, Georgia, Asheville and Marion, North Carolina and Cleveland,
Tennessee for RMG's cable television systems located in middle Tennessee.

PRESENTATION

The Systems being sold or exchanged do not individually or collectively
comprise a separate legal entity. Accordingly, the accompanying condensed
combined financial statements have been carved-out from the historical
accounting records of InterMedia.

The accompanying unaudited interim condensed combined financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, certain footnote disclosures
have been condensed or omitted. In the management's opinion, the interim
unaudited condensed combined financial statements reflect all adjustments
(consisting of only normal recurring adjustments) necessary for a fair
presentation of the Systems' financial position as of June 30, 1999, and their
results of operations for the six months ended June 30, 1999 and 1998 and cash
flows for the six months ended June 30, 1999 and 1998. The results of operations
for these periods are not necessarily indicative of results that may be expected
for the year ending December 31, 1999. These condensed combined financial
statements should be read in conjunction with the Systems' audited combined
financial statements and notes thereto for the year ended December 31, 1998
contained elsewhere in this document.

CARVE-OUT METHODOLOGY

Throughout the periods covered by the condensed combined financial
statements, the individual cable systems were operated and accounted for
separately. However, the Charter Transactions exclude certain systems (the
"Excluded Systems") which were operated as part of

F-272
<PAGE> 518
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS -- CONTINUED
(DOLLARS IN THOUSANDS)
(UNAUDITED)

the Marion, North Carolina and western Tennessee systems throughout 1998 and
1999. For purposes of carving out and excluding the results of operations and
financial position of the Excluded Systems from the condensed combined financial
statements, management has estimated the revenues, expenses, assets and
liabilities associated with each Excluded System based on the ratio of each
Excluded System's basic subscribers to the total basic subscribers served by the
Marion, North Carolina and western Tennessee systems, respectively. Management
believes the basis used for these allocations is reasonable. The Systems'
results of operations are not necessarily indicative of future operating results
or the results that would have occurred if the Systems were a separate legal
entity.

Management and consulting fees represent an allocation of management fees
charged to IP-I and ICP-IV by InterMedia Capital Management, a California
limited partnership ("ICM") and InterMedia Management, Inc. ("IMI"),
respectively. ICM is a limited partner of IP-I. IMI is the managing member of
each of the general partners of IP-I and ICP-IV. These fees are charged at a
fixed amount per annum pursuant to a management agreement and have been
allocated to the Systems based upon the allocated contributed capital of the
individual systems as compared to the total contributed capital of InterMedia's
subsidiaries.

As more fully described in Note 4 -- "Related Party Transactions," certain
administrative services are also provided by IMI and are charged to all
affiliates based on relative basic subscriber percentages.

CASH AND INTERCOMPANY ACCOUNTS

Under InterMedia's centralized cash management system, cash requirements of
its individual operating units were generally provided directly by InterMedia
and the cash generated or used by the Systems is transferred to/from InterMedia,
as appropriate, through intercompany accounts. The intercompany account balances
between InterMedia and the individual operating units, except RMG's intercompany
note payable to InterMedia Partners IV, L.P. ("IP-IV"), as described in
Note 3 -- "Note Payable to InterMedia Partners IV, L.P.," are not intended to be
settled. Accordingly, the balances, other than RMG's note payable to IP-IV, are
included in equity and all net cash generated from operations, investing
activities and financing activities have been included in the Systems' net
(distributions) contributions to/from parent in the combined statements of cash
flows.

IP-I and ICP-IV or its subsidiaries maintain all external debt to fund and
manage InterMedia's operations on a centralized basis. The condensed combined
financial statements present only the debt and related interest expense of RMG,
which is to be assumed and repaid by Charter pursuant to the Charter
Transactions. See Note 3 -- "Note Payable to InterMedia Partners IV, L.P." Debt,
unamortized debt issue costs and interest expense related to the financing of
the cable systems not owned by RMG have not been allocated to the InterMedia
Cable Systems. As such, the level of debt, unamortized debt issue costs and
related interest expense presented in the condensed combined financial
statements are not representative of the debt that would be required or interest
expense incurred if the InterMedia Cable Systems were a separate legal entity.

F-273
<PAGE> 519
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS -- CONTINUED
(DOLLARS IN THOUSANDS)
(UNAUDITED)

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

2. EXCHANGE OF CABLE PROPERTIES

EXCHANGE

The exchange resulted in a gain of $26,218 calculated as the difference
between the fair value of the assets received and the net book value of the
Exchanged Assets less cash paid of $398.

3. NOTE PAYABLE TO INTERMEDIA PARTNERS IV, L.P.

RMG's note payable to IP-IV consists of the following:

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
-------- ------------
<S> <C> <C>
Intercompany revolving credit facility, $1,200,000
commitment as of June 30, 1999, interest currently
at 6.57% payable on maturity, matures December 31,
2006................................................ $414,493 $396,579
======== ========
</TABLE>

RMG's debt is outstanding under an intercompany revolving credit facility
executed with IP-IV. The revolving credit facility currently provides for
$1,200,000 of available credit.

RMG's intercompany revolving credit facility requires repayment of the
outstanding principal and accrued interest on the earlier of (i) December 31,
2006, or (ii) acceleration of any of IP-IV's obligations to repay its bank debt
outstanding under its revolving credit facility ("IP-IV Revolving Credit
Facility") and term loan agreement ("IP-IV Term Loan", together with the IP-IV
Revolving Credit Facility, the "IP-IV Bank Facility") dated July 30, 1996.

Charter has an obligation to assume and repay RMG's intercompany revolving
credit facility pursuant to the Charter Transactions.

F-274
<PAGE> 520
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS -- CONTINUED
(DOLLARS IN THOUSANDS)
(UNAUDITED)

Advances under the IP-IV Bank Facility are available under interest rate
options related to the base rate of the administrative agent for the IP-IV Bank
Facility ("ABR") or LIBOR. Interest rates on borrowings under the IP-IV Term
Loan vary from LIBOR plus 1.75% to LIBOR plus 2.00% or ABR plus 0.50% to ABR
plus 0.75% based on IP-IV's ratio of debt outstanding to annualized quarterly
operating cash flow ("Senior Debt Ratio"). Interest rates on borrowings under
the IP-IV Revolving Credit Facility also vary from LIBOR plus 0.625% to LIBOR
plus 1.50% or ABR to ABR plus 0.25% based on IP-IV's Senior Debt Ratio. The
IP-IV Bank Facility requires quarterly payment of fees on the unused portion of
the IP-IV Revolving Credit Facility of 0.375% per annum when the Senior Debt
Ratio is greater than 4.0:1.0 and at 0.25% when the Senior Debt Ratio is less
than or equal to 4.0:1.0.

The terms and conditions of RMG's intercompany debt agreement are not
necessarily indicative of the terms and conditions which would be available if
the Systems were a separate legal entity.

4. RELATED PARTY TRANSACTIONS

ICM and IMI provide certain management services to IP-I and ICP-IV,
respectively, for per annum fixed fees, of which 20% per annum is deferred and
payable in each following year in order to support InterMedia's debt. Management
fees charged to InterMedia were $2,706 for the six months ended June 30, 1999
and 1998. Of the fees charged to InterMedia, $1,566 and $1,562 were charged to
the Systems for the six months ended June 30, 1999 and 1998, respectively.

IMI has entered into agreements with both IP-I and ICP-IV to provide
accounting and administrative services at cost. Under the terms of the
agreements, the expenses associated with rendering these services are charged to
the Systems and other affiliates based upon relative basic subscriber
percentages. Management believes this method to be reflective of the actual
cost. Administrative fees charged by IMI were $2,009 and $2,070 for the six
months ended June 30, 1999 and 1998, respectively. Receivable from affiliates at
June 30, 1999 and December 31, 1998 include $45 and $52, respectively, of
advances to IMI, net of administrative fees charged by IMI and operating
expenses paid by IMI on behalf of the Systems.

IP-I is majority-owned, and ICP-IV is owned in part, by AT&T Broadband &
Internet Services ("AT&TBIS"), formerly Tele-Communications, Inc. As affiliates
of AT&TBIS, IP-I and ICP-IV are able to purchase programming services from a
subsidiary of AT&TBIS. Management believes that the overall programming rates
made available through this relationship are lower than the Systems could obtain
separately. Such volume rates may not continue to be available in the future
should AT&TBIS's ownership interest in InterMedia significantly decrease.
Programming fees charged by the AT&TBIS subsidiary to the Systems for the six
months ended June 30, 1999 and 1998 amounted to $17,276 and $14,399,
respectively. Payable to affiliates includes programming fees payable to the
AT&TBIS subsidiary of $3,151 and $2,918 at June 30, 1999 and December 31, 1998,
respectively.

On January 1, 1998 an affiliate of AT&TBIS entered into agreements with
InterMedia to manage the Systems' advertising business and related services for
an annual fixed fee per advertising sales subscriber, as defined by the
agreements. In addition to the annual fixed fee AT&TBIS is entitled to varying
percentage shares of the incremental growth in annual cash flows

F-275
<PAGE> 521
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS -- CONTINUED
(DOLLARS IN THOUSANDS)
(UNAUDITED)

from advertising sales above specified targets. Management fees charged by the
AT&TBIS subsidiary for the six months ended June 30, 1999 amounted to $202.
Receivable from affiliates at June 30, 1999 and December 31, 1998 includes
$5,069 and $3,437, respectively, of receivables from AT&TBIS for advertising
sales.

As part of its normal course of business the Systems are involved in
transactions with affiliates of InterMedia which own and operate cable
television systems. Such transactions include purchases and sales at cost of
inventories used in construction of cable plant. Receivable from affiliates at
June 30, 1999 and December 31, 1998 include $136 and $2,134, respectively, of
receivables from affiliated systems. Payable to affiliates at June 30, 1999 and
December 31, 1998 includes $1,410 and $208, respectively, of payables to
affiliated systems.

5. COMMITMENTS AND CONTINGENCIES

The Systems are committed to provide cable television services under
franchise agreements with remaining terms of up to twenty years. Franchise fees
of up to 5% of gross revenues are payable under these agreements.

Current Federal Communications Commission ("FCC") regulations require that
cable television operators obtain permission to retransmit major network and
certain local television station signals. The Systems have entered into
retransmission agreements with all applicable stations in exchange for in-kind
and/or other consideration.

InterMedia has been named in several certified class actions in various
jurisdictions concerning its late fee charges and practices. Certain cable
systems owned by InterMedia charge late fees to customers who do not pay their
cable bills on time. These late fee cases challenge the amount of the late fees
and the practices under which they are imposed. The Plaintiffs raise claims
under state consumer protection statutes, other state statutes and common law.
Plaintiffs generally allege that the late fees charged by InterMedia's cable
systems in the States of Tennessee, South Carolina and Georgia are not
reasonably related to the costs incurred by the cable systems as a result of
late payment. Plaintiffs seek to require cable systems to reduce their late fees
on a prospective basis and to provide compensation for alleged excessive late
fee charges for past periods. These cases are either at the early stages of the
litigation process or are subject to a case management order that sets forth a
process leading to mediation. Based upon the facts available management believes
that, although no assurances can be given as to the outcome of these actions,
the ultimate disposition of these matters should not have a material adverse
effect upon the financial condition of the Systems.

Under existing Tennessee laws and regulations, the Systems paid an
Amusement Tax in the form of a sales tax on programming service revenues
generated in Tennessee in excess of charges for the basic and expanded basic
levels of service. Under the existing statute, only the service charges or fees
in excess of the charges for the "basic cable" television service package were
not exempt from the Amusement Tax. Related regulations clarify the definition of
basic cable to include two tiers of service, which InterMedia's management and
other operators in Tennessee have interpreted to mean both the basic and
expanded basic levels of service.

In the Spring of 1999 Tennessee Department of Revenue ("TDOR") proposed
legislation that was passed by the Tennessee State Legislature which replaced
the current Amusement Tax
F-276
<PAGE> 522
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS -- CONTINUED
(DOLLARS IN THOUSANDS)
(UNAUDITED)

with a new sales tax on all cable service revenues in excess of fifteen dollars
per month effective September 1, 1999. The new tax would be computed at a rate
approximately equal to the existing effective tax rate.

Prior to the passage of the new sales tax legislation, the TDOR suggested
that unless InterMedia and other cable operators in Tennessee support the
proposed legislation, it would assess additional taxes on prior years' expanded
basic service revenue. The TDOR can issue an assessment for prior periods up to
three years. Management estimates that the amount of such an assessment, if made
for all periods not previously audited, would be approximately $5.4 million.
InterMedia's management believes that it is possible but not likely that the
TDOR can make such an assessment and prevail in defending it. Management also
believes that such an assessment is not likely based on the passage of the new
sales tax legislation.

InterMedia's management believes it has made a valid interpretation of the
current Tennessee statute and regulations and that it has properly determined
and paid all sales tax due. InterMedia further believes that the legislative
history of the current statute and related regulations, as well as the TDOR's
history of not making assessments based on audits of prior periods, support
InterMedia's interpretation. InterMedia and other cable operators in Tennessee
are aggressively defending their past practices on calculation and payment of
the Amusement Tax.

The Systems are subject to other claims and litigation in the ordinary
course of business. In the opinion of management, the ultimate outcome of any
existing litigation or other claims will not have a material adverse effect on
the Systems' financial position or results of operations.

6. CHANNEL LAUNCH REVENUE

During 1997 and 1998, the Systems were credited with amounts representing
their share of payments received or to be received by InterMedia from certain
programmers to launch and promote their new channels. Of the total amount
credited, the Systems recognized advertising revenue of $333 during the six
months ended June 30, 1999 for advertisements provided by the Systems to promote
the new channels. No advertising revenue was recognized for the six-month period
ended June 30, 1998 related to the promotion of these new channels. The
remaining amounts credited to the Systems are being amortized over the
respective terms of the program agreements which range between five and ten
years. The Systems amortized and recorded as other service revenues of $316 and
$350 for the six months ended June 30, 1999 and 1998, respectively.

7. SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS

Total accretion on RMG's Redeemable Preferred Stock for the six months
ended June 30, 1999 and 1998 amounted to $492 and $459, respectively.

F-277
<PAGE> 523

RIFKIN CABLE INCOME PARTNERS L. P.

BALANCE SHEET
(UNAUDITED)

<TABLE>
<CAPTION>
12/31/98 6/30/99
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents.................................. $ 65,699 $ 43,982
Customer accounts receivable, net of allowance for doubtful
accounts of $18,278 in 1998 and $12,047 in 1999.......... 51,523 47,580
Other receivables.......................................... 133,278 72,684
Prepaid expenses and deposits.............................. 70,675 22,997
Property, plant and equipment, at cost:
Cable television transmission and distribution system and
related equipment..................................... 8,758,525 11,051,767
Land, buildings, vehicles and furniture and fixtures..... 623,281 468,694
----------- -----------
9,381,806 11,520,461
Less accumulated depreciation............................ (4,354,685) (588,674)
----------- -----------
Net property, plant and equipment..................... 5,027,121 10,931,787
Franchise costs and other intangible assets, net of
accumulated amortization of $2,033,405 in 1998 and
$563,545 in 1999......................................... 1,772,345 12,920,055
----------- -----------
Total assets..................................... $ 7,120,641 $24,039,085
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued liabilities................... $ 396,605 $ 421,834
Customer deposits and prepayments.......................... 126,212 121,878
Interest payable........................................... -- 3,539
Interpartnership debt...................................... 2,865,426 1,585,851
----------- -----------
Total liabilities................................ 3,388,243 2,133,102
Partners' equity:
General partner.......................................... 822,837 8,796,860
Limited partners......................................... 2,909,561 13,109,123
----------- -----------
Total partners' equity........................... 3,732,398 21,905,983
----------- -----------
Total liabilities and partners' equity........... $ 7,120,641 $24,039,085
=========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.
F-278
<PAGE> 524

RIFKIN CABLE INCOME PARTNERS L.P.

STATEMENT OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------
6/30/98 6/30/99
---------- ----------
<S> <C> <C>
REVENUE:
Service..................................................... $2,380,813 $2,506,608
Installation and other...................................... 166,952 201,478
---------- ----------
Total revenue..................................... 2,547,765 2,708,086
COSTS AND EXPENSES:
Operating expense........................................... 387,727 291,302
Programming expense......................................... 503,809 599,910
Selling, general and administrative expense................. 298,255 337,492
Depreciation................................................ 311,649 589,613
Amortization................................................ 100,145 563,545
Management fees............................................. 127,388 135,335
Loss (gain) on disposal of assets........................... (420) 25,109
---------- ----------
Total costs and expenses.......................... 1,728,553 2,542,306
---------- ----------
Operating income............................................ 819,212 165,780
Interest expense............................................ 193,502 96,891
---------- ----------
Net income.................................................. $ 625,710 $ 68,889
========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.
F-279
<PAGE> 525

RIFKIN CABLE INCOME PARTNERS L.P.

STATEMENT OF PARTNERS' EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
---------- ----------- -----------
<S> <C> <C> <C>
Partners' equity, December 31, 1997.......... $ 263,171 $ 2,170,336 $ 2,433,507
Net income................................... 269,606 356,104 625,710
---------- ----------- -----------
Partners' equity, June 30, 1998.............. $ 532,777 $ 2,526,440 $ 3,059,217
========== =========== ===========
- ---------------------------------------------------------------------------------------

Partners' equity, December 31, 1998.......... $ 822,837 $ 2,909,561 $ 3,732,398
Partners' contribution....................... 7,944,340 10,160,356 18,104,696
Net income................................... 29,683 39,206 68,889
---------- ----------- -----------
Partners' equity, June 30, 1999.............. $8,796,860 $13,109,123 $21,905,983
========== =========== ===========
</TABLE>

The partners' capital accounts for financial reporting purposes vary from the
tax capital accounts.

The accompanying notes are an integral part of the financial statements.
F-280
<PAGE> 526

RIFKIN CABLE INCOME PARTNERS L.P.

STATEMENT OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------------
6/30/98 6/30/99
---------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 625,710 $ 68,889
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 411,794 1,153,158
Amortization of deferred loan cost........................ 9,485 --
Loss (gain) on disposal of fixed assets................... (420) 25,109
Decrease (increase) in customer accounts receivable....... (1,563) 3,943
Decrease in other receivables............................. 65,289 60,594
Decrease (increase) in prepaid expenses and other......... (5,196) 47,677
Increase (decrease) in accounts payable and accrued
liabilities............................................ (17,175) 25,229
Decrease in customer deposits and prepayments............. (45,512) (4,334)
Increase (decrease) in interest payable................... (4,216) 3,539
---------- -----------
Net cash provided by operating activities.............. 1,038,196 1,383,804
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment................ (199,764) (122,490)
Additions to other intangible assets...................... -- (4,956)
Proceeds from the sale of assets.......................... 2,812 1,500
---------- -----------
Net cash used in investing activities.................. (196,952) (125,946)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt................................ (464,750) --
Change in interpartnership debt, net...................... -- (1,279,575)
---------- -----------
Net cash used in financing activities.................. (464,750) (1,279,575)
---------- -----------
Net increase (decrease) in cash and cash equivalent......... 376,494 (21,717)
Cash and cash equivalents at beginning of period............ 381,378 65,699
---------- -----------
Cash and cash equivalents at end of period.................. $ 757,872 $ 43,982
========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid............................................. $ 188,234 $ 93,352
========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.
F-281
<PAGE> 527

RIFKIN CABLE INCOME PARTNERS L.P.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP

Effective December 31, 1998, InterLink Communications Partners, LLLP
("ICP") acquired 100% of the Partnership. This transaction was accounted for as
a purchase, as such, assets and liabilities were written up to their fair market
value. The December 31, 1998 audited financial statements represent the
Partnership just prior to this transaction. The June 30, 1999 unaudited
financial statements represent the new basis of accounting as property, plant
and equipment and franchise cost which were written up by $6,398,400 and
$11,701600, respectively.

Accordingly, the June 30, 1999 unaudited financial statements of the
Partnership are not comparable to the December 31, 1998 audited financial
statements of the Partnership, which are based upon historic costs.

BASIS OF PRESENTATION

The accompanying consolidated financial statements are unaudited. However,
in the opinion of management, the financial statements reflect all adjustments,
consisting of normal recurring adjustments, necessary for fair presentation in
accordance with generally accepted accounting principles applicable to interim
periods. The results of operations for the six months ended June 30, 1999 are
not necessarily indicative of the results that may be achieved for the full
fiscal year and cannot be used to indicate financial performance for the entire
year. The accompanying financial statements should be read in conjunction with
the December 31, 1998 audited financial statements of Rifkin Cable Income
Partners L.P.

Effective April 1, 1999, ICP completed the purchase of the remaining
general partner interest in the Partnership and the Partnership was merged into
ICP and ceased to exist as a separate legal entity. The Partnership's financial
statements subsequent to that date represent a divisional carve-out from ICP.
These financial statements include all the direct costs of operating its
business; however, certain assets, liabilities and costs not specifically
related to the Partnership's activities were allocated and reflected in the
financial position as of June 30, 1999, and the results of its operations and
its cash flows for the six months ended June 30, 1999. Management believes these
allocations were made on a reasonable basis. Nonetheless, the financial
information included herein may not necessarily reflect what the financial
position and results of operations of the Partnership would have been as a
stand-alone entity.

ACQUISITION BY CHARTER COMMUNICATIONS HOLDINGS, LLC

On February 12, 1999, ICP signed a letter of intent to sell all of ICP's
partnership interests to Charter Communications Holdings, LLC ("Charter"). On
April 26, 1999, ICP signed a definitive

F-282
<PAGE> 528
RIFKIN CABLE INCOME PARTNERS L.P.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Purchase and Sale Agreement with Charter for the sale of the individual
partners' interest.

2. LITIGATION

The Partnership could possibly be named as defendant in various actions and
proceedings arising from the normal course of business. In all such cases, the
Partnership will vigorously defend itself against the litigation and, where
appropriate, will file counterclaims. Although the eventual outcome of potential
lawsuits cannot be predicted, it is management's opinion that any such lawsuit
will not result in liabilities that would have a material effect on the
Partnership's financial position or results of operations.

3. SUBSEQUENT EVENTS

On September 13, 1999, the Charter transaction discussed above closed.

F-283
<PAGE> 529

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash..................................................... $ 2,694,050 $ 2,324,892
Subscriber accounts receivable, net of allowance for
doubtful accounts of $283,021 in 1999 and $444,839 in
1998................................................... 2,044,860 1,932,140
Other receivables........................................ 3,813,453 5,637,771
Prepaid expenses and other............................... 1,290,900 2,398,528
Property, plant and equipment at cost:
Cable television transmission and distribution systems
and related equipment............................... 164,389,372 149,376,914
Land, building, vehicles and furniture and fixtures.... 8,431,453 7,421,960
------------ ------------
172,820,825 156,798,874
Less accumulated depreciation............................ (42,862,043) (35,226,773)
------------ ------------
Net property, plant and equipment...................... 129,958,782 121,572,101
Franchise costs and other intangible assets, net of
accumulated amortization of $78,661,872 in 1999 and
$67,857,545 in 1998.................................... 170,219,573 183,438,197
------------ ------------
Total assets........................................ $310,021,618 $317,303,629
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued liabilities................. $ 18,385,567 $ 11,684,594
Subscriber deposits and prepayments...................... 1,203,363 1,676,900
Interest payable......................................... 7,169,321 7,242,954
Deferred taxes payable................................... 6,703,000 7,942,000
Notes payable............................................ 225,575,000 224,575,000
------------ ------------
Total liabilities................................... 259,036,251 253,121,448
Commitments:
Redeemable partners' interests........................... 16,732,480 10,180,400
Partners' capital (deficit):
General partner........................................ (2,941,996) (1,991,018)
Limited partners....................................... 36,851,306 55,570,041
Preferred equity interest.............................. 343,577 422,758
------------ ------------
Total partners' capital............................. 34,252,887 54,001,781
------------ ------------
Total liabilities and partners' capital............. $310,021,618 $317,303,629
============ ============
</TABLE>

See accompanying notes to financial statements.

F-284
<PAGE> 530

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------
1999 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
REVENUE:
Service................................................... $ 44,101,504 $40,840,852
Installation and other.................................... 4,482,312 3,460,924
------------ -----------
Total revenue........................................ 48,583,816 44,301,776
COSTS AND EXPENSES:
Operating expense......................................... 6,644,646 7,005,851
Programming expense....................................... 10,639,390 9,249,482
Selling, general and administrative expense............... 10,744,654 6,357,755
Depreciation.............................................. 8,246,865 7,409,182
Amortization.............................................. 12,738,555 11,274,197
Management fees........................................... 1,700,434 1,550,562
Loss on disposal of assets................................ 471,021 647,759
------------ -----------
Total costs and expenses............................. 51,185,565 43,494,788
------------ -----------
Operating income(loss).................................... (2,601,749) 806,988
Gain on sale of Michigan assets........................... -- (5,989,846)
Interest expense.......................................... 11,722,458 11,717,980
------------ -----------
Loss before income taxes and cumulative effect of
accounting change....................................... (14,324,207) (4,921,146)
Income tax benefit........................................ (1,239,000) (1,900,000)
------------ -----------
Loss before cumulative effect of accounting change........ (13,085,207) (3,021,146)
Cumulative effect of accounting change for organizational
costs................................................... 111,607 --
------------ -----------
Net loss.................................................. $(13,196,814) $(3,021,146)
============ ===========
</TABLE>

See accompanying notes to financial statements.

F-285
<PAGE> 531

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

CONSOLIDATED STATEMENT OF CASH FLOW

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................. $(13,196,814) $ (3,021,146)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 20,985,420 18,683,379
Amortization of deferred loan cost..................... 483,396 494,880
Gain on sale of Michigan assets........................ -- (5,989,846)
Loss on disposal of fixed assets....................... 471,021 647,759
Cumulative effect of accounting change for
organizational costs................................ 111,607 --
Deferred taxes benefit................................. (1,239,000) (1,900,000)
Decrease (increase) in subscriber accounts
receivable.......................................... (112,720) 269,303
Decrease in other receivables.......................... 1,824,318 72,181
Decrease in prepaid expenses and other................. 1,107,628 201,781
Increase in accounts payable and accrued liabilities... 6,700,973 1,135,221
Decrease in subscriber deposits and prepayment......... (473,537) (261,722)
Decrease in interest payable........................... (73,633) (272,439)
------------ ------------
Net cash provided by operating activities........... 16,588,659 10,059,351
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment............... (17,194,454) (15,876,545)
Additions to cable television franchises, net of
retirements and changes in other intangible assets..... (114,930) (757,843)
Net proceeds from sale of Michigan assets................ -- 17,050,564
Net proceeds from the disposal of assets (other than
Michigan assets)....................................... 89,883 118,952
------------ ------------
Net cash provided by (used in) investing
activities........................................ (17,219,501) 535,128
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term bank debt........................ 9,500,000 12,000,000
Payments of long term-bank debt.......................... (8,500,000) (23,425,000)
------------ ------------
Net cash provided by (used in) financing
activities........................................ 1,000,000 (11,425,000)
------------ ------------
NET INCREASE (DECREASE) IN CASH.......................... 369,158 (830,521)
CASH AT BEGINNING OF PERIOD.............................. 2,324,892 1,902,555
------------ ------------
CASH AT END OF PERIOD.................................... $ 2,694,050 $ 1,072,034
============ ============
</TABLE>

See accompanying notes to financial statements.

F-286
<PAGE> 532

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
SIX MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
PREFERRED
EQUITY GENERAL LIMITED
INTEREST PARTNER PARTNERS TOTAL
--------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Partners' capital (deficit) at
12/31/98..................... $422,758 $(1,991,018) $55,570,041 $54,001,781
Net loss for the six months
ended 6/30/99................ (79,181) (131,968) (12,985,665) (13,196,814)
Accretion of redeemable
partners' interest........... -- (819,010) (5,733,070) (6,552,080)
-------- ----------- ----------- -----------
Partners' capital (deficit) at
6/30/99...................... $343,577 $(2,941,996) $36,851,306 $34,252,887
======== =========== =========== ===========
Partners' capital (deficit) at
12/31/97..................... $276,243 $(1,885,480) $34,044,912 $32,435,675
Net loss for the six months
ended 6/30/98................ (18,127) (30,211) (2,972,808) (3,021,146)
Accretion of redeemable
partners' interest........... -- (140,975) (986,825) (1,127,800)
-------- ----------- ----------- -----------
Partners' capital (deficit) at
6/30/98...................... $258,116 $(2,056,666) $30,085,279 $28,286,729
======== =========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-287
<PAGE> 533

RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Rifkin Acquisition Partners, L.P. ("RAP L.P.") was formed on December 16,
1988, pursuant to the laws of the State of Colorado, for the purpose of
acquiring and operating cable television (CATV) systems. On September 1, 1995,
RAP L.P. registered as a limited liability limited partnership, Rifkin
Acquisition Partners, L.L.L.P. (the "Partnership"), pursuant to the laws of the
State of Colorado. Rifkin Acquisition Management, L.P., was the general partner
of RAP L.P. and is the general partner of the Partnership ("General Partner").
The Partnership and its subsidiaries are hereinafter referred to on a
consolidated basis as the "Company."

These statements have been completed in conformity with the SEC
requirements for unaudited consolidated financial statements for the Company and
does not contain all of the necessary footnote disclosures required for a fair
presentation of the balance sheets, statements of operations, of partners'
capital(deficit), and of cash flows in conformity with generally accepted
accounting principles. However, in the opinion of management, this data includes
all adjustments, consisting of normal recurring accruals necessary to present
fairly the consolidated financial position at June 30, 1999, December 31, 1998
and June 30, 1998, and its consolidated results of operations and cash flows for
the six months ended June 30, 1999 and 1998. The consolidated financial
statements should be read in conjunction with the Company's annual consolidated
financial statements and notes thereto included on Form 10-K, No. 333-3084, for
the year ended December 31, 1998.

2. SUBSEQUENT EVENT

On February 12, 1999, the Company signed a letter of intent for the
partners to sell their partnership interests to Charter Communications, Inc.
("Charter"). On April 26, 1999, the Company signed a definitive Purchase and
Sale Agreement with Charter for the sale of the individual partners' interest.
The transaction closed September 13, 1999.

3. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT

Effective January 1, 1999, the Company adopted the Accounting Standards
Executive Committee's Statement of Position (SOP)98-5 "Reporting on the Costs of
Start-Up Activities," which requires the Company to expense all start-up costs
related to organizing a new business. During the first quarter of 1999, the
Company wrote off the organization costs capitalized in prior years along with
the accumulated amortization, resulting in the recognition of a cumulative
effect of accounting change loss of $111,607.

4. RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

Certain reclassifications have been made to the 1998 Consolidated Statement
of Operations to conform with the Audited Consolidated Statement of Operations
for the year ended December 31, 1998.

F-288
<PAGE> 534
RIFKIN ACQUISITION PARTNERS, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. SENIOR SUBORDINATED NOTES

On January 26, 1996, the Company and its wholly-owned subsidiary, Rifkin
Acquisition Capital Corp (RAC), co-issued a $125 million aggregate principal
amount of 11 1/8% Senior Subordinated Notes (the "Notes") to institutional
investors. These Notes were subsequently exchanged on June 18, 1996 for publicly
registered notes with identical terms. Interest on the Notes is payable in cash,
semi-annually on January 15 and July 15 of each year, commencing on July 15,
1996. The Notes, which mature on January 15, 2006, can be redeemed in whole or
in part, at the Issuers' option, at any time on or after January 15, 2001, at
redeemable prices contained in the Notes plus accrued interest. In addition, at
any time on or prior to January 15, 1999, the Issuers, at their option, were
allowed to redeem up to 25% of the principle amount of the notes issued to
institutional investors of not less than $25 million. Such redemption did not
take place. The Senior Subordinated Notes had a balance of $125 million at June
30, 1999 and December 31, 1998.

F-289
<PAGE> 535

INDIANA CABLE ASSOCIATES, LTD.

BALANCE SHEET

<TABLE>
<CAPTION>
12/31/98 6/30/99
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................ $ 108,619 $ --
Customer accounts receivable, less allowance for doubtful
accounts of $24,729 in 1998 and $9,526 in 1999......... 85,795 87,996
Other receivables........................................ 295,023 263,708
Prepaid expenses and deposits............................ 152,575 154,330
Property, plant and equipment:
Buildings.............................................. 91,682 32,193
Transmission and distribution systems and related
equipment........................................... 11,336,892 12,490,384
Office furniture and equipment......................... 161,327 68,003
Spare parts and construction inventory................. 742,022 223,287
----------- -----------
12,331,923 12,813,867
Less accumulated depreciation.......................... 8,008,158 726,498
----------- -----------
Net property, plant and equipment................... 4,323,765 12,087,369
Other assets, less accumulated amortization of $8,355,280
in 1998 and $2,069,935 in 1999......................... 5,083,029 19,769,578
----------- -----------
Total assets................................... $10,048,806 $32,362,981
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Accounts payable and accrued liabilities............... $ 897,773 $ 652,702
Customer prepayments................................... 47,458 51,444
Interest payable....................................... -- 27,281
Interpartnership debt.................................. 9,606,630 9,500,071
----------- -----------
Total liabilities.............................. 10,551,861 10,231,498
Partners' equity (deficit):
General partner........................................ (20,106) 772,103
Limited partner........................................ (482,949) 21,359,380
----------- -----------
Total partners' equity (deficit)......................... (503,055) 22,131,483
----------- -----------
Total liabilities and partners' equity
(deficit)................................... $10,048,806 $32,362,981
=========== ===========
</TABLE>

See accompanying notes.
F-290
<PAGE> 536

INDIANA CABLE ASSOCIATES, LTD.

STATEMENT OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------------
6/30/98 6/30/99
---------- -----------
<S> <C> <C>
REVENUE:
Service..................................................... $3,615,421 $ 3,757,873
Installation and other...................................... 356,076 493,077
---------- -----------
Total revenue..................................... 3,971,497 4,250,950
COSTS AND EXPENSES:
Operating expense........................................... 616,355 384,542
Programming expense......................................... 886,757 905,063
Selling, general and administrative expense................. 531,236 584,329
Depreciation................................................ 260,229 728,537
Amortization................................................ 354,803 2,069,935
Management fees............................................. 198,575 212,548
Loss on disposal of assets.................................. 24,924 34,071
---------- -----------
Total costs and expenses.......................... 2,872,879 4,919,025
---------- -----------
Operating income (loss)..................................... 1,098,618 (668,075)
Interest expense............................................ 574,213 403,594
---------- -----------
Net income (loss)........................................... $ 524,405 $(1,071,669)
========== ===========
</TABLE>

See accompanying notes.
F-291
<PAGE> 537

INDIANA CABLE ASSOCIATES, LTD.

STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------
6/30/98 6/30/99
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).......................................... $ 524,405 $(1,071,669)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation............................................. 260,229 728,537
Amortization............................................. 354,803 2,069,935
Amortization of deferred loan costs...................... 13,894 --
Loss on disposal of assets............................... 24,924 34,071
Decrease (increase) in customer accounts receivable...... 21,163 (2,201)
Decrease in other receivables............................ 5,924 31,315
Decrease (increase) in prepaid expenses and deposits..... 10,496 (1,755)
Increase (decrease) in accounts payable and accrued
liabilities........................................... 75,670 (245,071)
Increase (decrease) in customer prepayments.............. (14,658) 3,986
Increase (decrease) in interest payable.................. (1,045) 27,281
----------- -----------
Net cash provided by operating activities............. 1,275,805 1,574,429
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment............... (284,031) (1,574,418)
Additions to intangible assets........................... -- (2,662)
Net Proceeds from the sale of assets..................... -- 591
----------- -----------
Net cash used in investing activities................. (284,031) (1,576,489)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt............................. 600,000 --
Payments of long-term debt............................... (1,600,000) --
Change in interpartnership debt, net..................... -- (106,559)
Deferred loan cost....................................... (934) --
----------- -----------
Net cash used in financing activities................. (1,000,934) (106,559)
----------- -----------
Net increase in cash and cash equivalents.................. (9,160) (108,619)
Cash and cash equivalents at beginning of period........... 82,684 108,619
----------- -----------
Cash and cash equivalents at end of period................. $ 73,524 $ --
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid............................................ $ 529,880 $ 376,313
=========== ===========
</TABLE>

See accompanying notes.
F-292
<PAGE> 538

INDIANA CABLE ASSOCIATES, LTD.

STATEMENT OF PARTNERS' DEFICIT
(UNAUDITED)

<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
-------- ------------ ------------
<S> <C> <C> <C>
Partners' deficit at December 31, 1997........ $(66,418) $ (1,759,845) $ (1,826,263)
Net income, six months ended June 30, 1998.... 18,354 506,051 524,405
-------- ------------ ------------
Partners' deficit at June 30, 1998............ $(48,064) $ (1,253,794) $ (1,301,858)
======== ============ ============
- --------------------------------------------------------------------------------------
Partners' deficit at December 31, 1998........ $(20,106) $ (482,949) $ (503,055)
Investment in Partnership..................... 829,718 22,876,489 23,706,207
Net loss for six months ended June 30, 1999... (37,509) (1,034,160) (1,071,669)
-------- ------------ ------------
Partners' equity at June 30, 1999............. $772,103 $ 21,359,380 $ 22,131,483
======== ============ ============
</TABLE>

See accompanying notes.
F-293
<PAGE> 539

INDIANA CABLE ASSOCIATES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements are unaudited. However,
in the opinion of management, the financial statements reflect all adjustments,
consisting of normal recurring adjustments, necessary for fair presentation in
accordance with generally accepted accounting principles applicable to interim
periods. Interim results of operations are not indicative of results for the
full year. The accompanying financial statements should be read in conjunction
with the audited consolidated financial statements of Indiana Cable Associates,
Ltd. (the "Partnership").

Effective April 1, 1999, InterLink Communications Partners, LLLP ("ICP")
completed the purchase of the remaining general partner interest in the
Partnership and the Partnership was merged into ICP and ceased to exist as a
separate legal entity. Indiana Cable Associates' financial statements subsequent
to that date represent a divisional carve-out from ICP. These financial
statements include all the direct costs of operating its business; however,
certain assets, liabilities and costs not specifically related to the
Partnership's activities were allocated and reflected in the financial position
as of June 30, 1999, and the results of its operations and its cash flows for
the six months ended June 30, 1999. Management believes these allocations were
made on a reasonable basis. Nonetheless, the financial information included
herein may not necessarily reflect what the financial position and results of
operations of the Partnership would have been as a stand-alone entity.

2. ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP

ICP agreed to purchase all of the Partnership interests as of December 31,
1998, for a total purchase price of approximately $32.7 million. The acquisition
of the Partnership by ICP was accounted for as a purchase and a new basis of
accounting was established effective January 1, 1999. The new basis resulted in
assets and liabilities being recorded at their fair market value resulting in a
increase in property, plant, and equipment and franchise costs of approximately
$7.0 million and approximately $16.8 million, respectively. Accordingly, the
1999 interim-unaudited financial statements are not comparable to the 1998
interim-unaudited financial statements of the Partnership, which are based on
historical costs.

3. ACQUISITION BY CHARTER COMMUNICATIONS HOLDINGS, LLC

On February 12, 1999, ICP signed a letter of intent to sell all of ICP's
partnership interests to Charter Communications Holdings, LLC ("Charter"). On
April 26, 1999, ICP signed a definitive Purchase and Sale Agreement with Charter
for the sale of the individual partners' interest. ICP and Charter are expected
to complete the sale during the third quarter of 1999.

4. LITIGATION

F-294
<PAGE> 540

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEET
(UNAUDITED)

<TABLE>
<CAPTION>
12/31/98 6/30/99
------------ -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................. $ 678,739 $ 720,335
Customer accounts receivable, less allowance for doubtful
accounts of $84,424 in 1998 and $17,699 in 1999......... 455,339 486,624
Other receivables......................................... 1,691,593 981,567
Prepaid expenses and deposits............................. 393,022 151,631
Property, plant and equipment, at cost:
Transmission and distribution system and related
equipment............................................ 27,981,959 24,298,593
Office furniture and equipment.......................... 755,398 251,659
Leasehold improvements.................................. 549,969 1,016
Construction in process and spare parts inventory....... 744,806 1,511,622
------------ -----------
30,032,132 26,062,890
Less accumulated depreciation........................... (11,368,764) (1,395,385)
------------ -----------
Net property, plant and equipment.................... 18,663,368 24,667,505
Other assets, less accumulated amortization............... 5,181,012 70,082,997
------------ -----------
Total assets.................................... $ 27,063,073 $97,090,659
============ ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Accounts payable and accrued liabilities................ $ 2,356,540 $ 2,629,249
Interest payable........................................ -- 40,774
Customer prepayments.................................... 690,365 752,522
Interpartnership debt................................... 31,222,436 29,181,690
------------ -----------
Total liabilities............................... 34,269,341 32,604,235
Partners' equity (deficit):
General partner......................................... (81,688) 585,770
Limited partner......................................... (8,104,718) 58,010,284
Special limited partner................................. 980,138 5,890,370
------------ -----------
Total partners' equity (deficit).......................... (7,206,268) 64,486,424
------------ -----------
Total liabilities and partners' equity
(deficit).................................... $ 27,063,073 $97,090,659
============ ===========
</TABLE>

See accompanying notes.
F-295
<PAGE> 541

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------------------
6/30/98 6/30/99
----------- ------------
<S> <C> <C>
REVENUES:
Service................................................... $ 9,263,046 $ 10,443,758
Installation and other.................................... 1,524,279 1,829,934
----------- ------------
10,787,325 12,273,692
COSTS AND EXPENSES:
Operating expense......................................... 1,871,082 2,015,928
Programming expense....................................... 2,302,086 2,701,090
Selling, general and administrative expense............... 2,333,536 2,169,031
Depreciation.............................................. 1,088,616 1,401,473
Amortization.............................................. 646,553 12,465,996
Management fees........................................... 431,493 490,948
Loss on disposal of assets................................ 96,044 242,800
----------- ------------
Total costs and expenses........................ 8,769,410 21,487,266
----------- ------------
Operating income (loss)................................... 2,017,915 (9,213,574)
Interest expense.......................................... 1,286,725 1,235,445
----------- ------------
Net income (loss)......................................... $ 731,190 $(10,449,019)
=========== ============
</TABLE>

See accompanying notes.

F-296
<PAGE> 542

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

COMPARATIVE CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>
SPECIAL
GENERAL LIMITED LIMITED
PARTNER PARTNERS PARTNERS TOTAL
-------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Partners' equity (deficit) at
December 31, 1997.................. $(96,602) $(9,582,050) $ 870,419 $ (8,808,233)
Net income for the six months ended
June 30, 1998...................... 6,808 674,303 50,079 731,190
-------- ----------- ---------- ------------
Partners' equity (deficit) at June
30, 1998........................... $(89,794) $(8,907,747) $ 920,498 $ (8,077,043)
======== =========== ========== ============
- -----------------------------------------------------------------------------------------
Partners' equity (deficit) at
December 31, 1998.................. $(81,688) $(8,104,718) $ 980,138 $ (7,206,268)
Investment in Partnership............ 764,739 75,751,087 5,625,885 82,141,711
Net loss for the six months ended
June 30, 1999...................... (97,281) (9,636,085) (715,653) (10,449,019)
-------- ----------- ---------- ------------
Partners' equity at June 30, 1999.... $585,770 $58,010,284 $5,890,370 $ 64,486,424
======== =========== ========== ============
</TABLE>

See accompanying notes.
F-297
<PAGE> 543

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------------------
6/30/98 6/30/99
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 731,190 $(10,449,019)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation............................................ 1,088,616 1,401,473
Amortization............................................ 646,553 12,465,996
Amortization of deferred loan cost...................... 44,659 --
Loss on disposal of assets.............................. 96,044 242,800
Decrease (increase) in customer accounts receivable..... 233,404 (31,285)
Decrease (increase) in other receivables................ (98,355) 710,025
Decrease in prepaid expenses and deposits............... 31,048 241,391
Increase (decrease) in accounts payable and accrued
liabilities.......................................... (375,494) 272,709
Increase (decrease) in customer prepayments............. (174,131) 62,157
Increase in interest payable............................ 13,034 40,774
----------- ------------
Net cash provided by operating activities............ 2,236,568 4,957,021
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment.............. (3,586,254) (2,697,239)
Additions to other assets, net of refranchises.......... (142,090) (212,568)
Proceeds from the sale of assets........................ 7,063 35,128
----------- ------------
Net cash used in investing activities................ (3,721,281) (2,874,679)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt............................ 4,400,000 --
Payments of long-term debt.............................. (2,850,000) --
Change in interpartnership debt, net.................... -- (2,040,746)
----------- ------------
Net cash provided by (used in) financing activities....... 1,550,000 (2,040,746)
----------- ------------
Net increase in cash and cash equivalents................. 65,287 41,596
Cash and cash equivalents at beginning of period.......... 362,619 678,739
----------- ------------
Cash and cash equivalents at end of period................ $ 427,906 $ 720,335
=========== ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid........................................... $ 1,211,531 $ 1,244,254
=========== ============
</TABLE>

See accompanying notes.
F-298
<PAGE> 544

R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements are unaudited. However,
in the opinion of management, the financial statements reflect all adjustments,
consisting of normal recurring adjustments, necessary for fair presentation in
accordance with generally accepted accounting principles applicable to interim
periods. Interim results of operations are not indicative of results for the
full year. The accompanying financial statements should be read in conjunction
with the December 31, 1998 audited consolidated financial statements of R/N
South Florida Cable Management Limited Partnership (the "Partnership").

Effective April 1, 1999, InterLink Communications Partners, LLLP ("ICP")
completed the purchase of the remaining general partner interest in the
Partnership and the Partnership was merged into ICP and ceased to exist as a
separate legal entity. The Partnership's financial statements subsequent to that
date represent a divisional carve-out from ICP. These financial statements
include all the direct costs of operating its business; however, certain assets,
liabilities and costs not specifically related to the Partnership's activities
were allocated and reflected in the financial position as of June 30, 1999, and
the results of its operations and its cash flows for the six months ended June
30, 1999. Management believes these allocations were made on a reasonable basis.
Nonetheless, the financial information included herein may not necessarily
reflect what the financial position and results of operations of the Partnership
would have been as a stand-alone entity.

2. ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP

ICP agreed to purchase all of the Partnership interests as of December 31,
1998, for a total purchase price of approximately $105.5 million. The
acquisition of the Partnership by ICP was accounted for as a purchase and a new
basis of accounting was established effective January 1, 1999. The new basis
resulted in assets and liabilities being recorded at their fair market value
resulting in a increase in property, plant, and equipment and franchise costs of
approximately $5.0 million and approximately $77.1 million, respectively.
Accordingly, the 1999 interim-unaudited financial statements are not comparable
to the 1998 interim-unaudited financial statements of the Partnership, which are
based on historical costs.

3. DEBT

On December 30, 1998, the Partnership obtained an interpartnership loan
agreement with ICP. Borrowings under the interpartnership loan, as well as
interest and principal payments are due at the discretion of the management of
ICP. The balance of the interpartnership loan at December 31, 1998 and June 30,
1999 was $31,222,436 and $29,181,690, respectively. The interest rate at both
December 31, 1998 and June 30, 1999 was 8.5%

4. ACQUISITION BY CHARTER COMMUNICATIONS HOLDINGS, LLC

F-299
<PAGE> 545
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. LITIGATION

F-300
<PAGE> 546

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Managers
of Avalon Cable LLC

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, changes in members' interest and
cash flows present fairly, in all material respects, the financial position of
Avalon Cable LLC and its subsidiaries (the "Company") at December 31, 1997 and
1998 and the results of their operations, changes in members' interest and their
cash flows for the period from September 4, 1997 (inception), through December
31, 1997 and for the year ended December 31, 1998 in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on the financial statements based on our audits. We conducted our audits
of these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

New York, New York
March 30, 1999, except for Note 12,
as to which the date is May 13, 1999

F-301
<PAGE> 547

AVALON CABLE LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash........................................................ $ 9,288 $ --
Subscriber receivables, less allowance for doubtful accounts
of $943................................................... 5,862 --
Accounts receivable-affiliate............................... 124 --
Deferred income taxes....................................... 479 --
Prepaid expenses and other current assets................... 580 504
-------- ----
Total current assets........................................ 16,333 504
Property, plant and equipment, net.......................... 111,421 --
Intangible assets, net...................................... 462,117 --
Other assets................................................ 227 --
-------- ----
Total assets................................................ $590,098 $504
======== ====
LIABILITIES AND MEMBERS' INTEREST
CURRENT LIABILITIES:
Current portion of notes payable............................ $ 20 $ --
Accounts payable and accrued expenses....................... 11,646 --
Accounts payable, net-affiliate............................. 2,023 500
Advance billings and customer deposits...................... 3,171 --
-------- ----
Total current liabilities................................... 16,860 500
Note payable, net of current portion........................ 402,949 --
Note payable-affiliate...................................... 3,341 --
Deferred income taxes....................................... 1,841 --
-------- ----
Total liabilities........................................... 424,991 500
-------- ----
Minority interest........................................... 13,855 --
Commitments and contingencies (Note 10)
MEMBERS' INTEREST:
Members' capital............................................ 166,630 --
Accumulated earnings (deficit).............................. (15,378) 4
-------- ----
Total member's interest..................................... 151,252 4
-------- ----
Total liabilities and member's interest..................... $590,098 $504
======== ====
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-302
<PAGE> 548

AVALON CABLE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FOR THE YEAR SEPTEMBER 4, 1997
ENDED (INCEPTION) THROUGH
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
REVENUE:
Basic services.......................................... $ 14,976 $--
Premium services........................................ 1,468 --
Other................................................... 1,743 --
-------- --
Total revenues.......................................... 18,187 --
Operating expenses:
Selling, general and administrative..................... 4,207 --
Programming............................................. 4,564 --
Technical and operations................................ 1,951 --
Depreciation and amortization........................... 8,183 --
-------- --
Loss from operations.................................... (718) --
Other income (expense):
Interest income......................................... 173 4
Interest expense........................................ (8,223) --
Other expense, net...................................... (65) --
-------- --
Income (loss) before income taxes....................... (8,833) 4
Provision for income taxes.............................. (186) --
-------- --
Income (loss) before minority interest and extraordinary
item.................................................. (9,019) 4
Minority interest in consolidated entity................ (398) --
-------- --
Income (loss) before the extraordinary loss on early
extinguishment of debt................................ (9,417) 4
Extraordinary loss on early extinguishment of debt...... (5,965) --
-------- --
Net income (loss)....................................... $(15,382) $4
======== ==
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-303
<PAGE> 549

AVALON CABLE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' INTEREST
FROM THE PERIOD FROM SEPTEMBER 4, 1997 (INCEPTION) THROUGH DECEMBER 31, 1998

<TABLE>
<CAPTION>
CLASS A CLASS B-1 ACCUMULATED TOTAL
-------------------- ------------------ EARNINGS MEMBERS'
UNITS $ UNITS $ (DEFICIT) INTEREST
--------- -------- ------- -------- ----------- --------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Net income for the period from
September 4, 1997 through
December 31, 1997............. -- $ -- -- $ -- $ 4 $ 4
Issuance of Class A units....... 45,000 45,000 -- -- -- 45,000
Issuance of Class B-1 units in
consideration for Avalon Cable
of New England LLC............ -- -- 64,696 4,345 -- 4,345
Contribution of assets and
liabilities of Avalon Cable of
Michigan Inc.................. -- -- 510,994 117,285 -- 117,285
Net loss for the year ended
December 31, 1998............. -- -- (15,382) (15,382)
------ ------- ------- -------- -------- --------
Balance at December 31, 1998.... 45,000 $45,000 575,690 $121,630 $(15,378) $151,252
====== ======= ======= ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-304
<PAGE> 550

AVALON CABLE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR SEPTEMBER 31, 1997
ENDED (INCEPTION)
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- ------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................... $ (15,382) $ 4
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation and amortization........................... 8,183 --
Deferred income taxes, net.............................. 1,010 --
Extraordinary loss on extinguishment of debt............ 5,965 --
Provision for loss on accounts receivable............... 75 --
Minority interest in consolidated entity................ 398 --
Accretion of senior discount notes...................... 1,083 --
Changes in operating assets and liabilities Increase in
subscriber receivables................................ (1,679)
Increase in accounts receivable-affiliates.............. (124) --
Increase in prepaid expenses and other current assets... (76) (4)
Increase in accounts payable and accrued expenses....... 4,863 --
Increase in accounts payable-affiliates................. 1,523 --
Increase in advance billings and customer deposits...... 1,684 --
Change in Other, net.................................... (227) --
--------- ---
Net cash provided by operating activities............... 7,296 --
--------- ---
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................... (11,468) --
Acquisitions, net of cash acquired...................... (554,402) --
--------- ---
Net cash used in investing activities................... (565,870) --
--------- ---
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of credit facility............... 265,888 --
Principal payment on credit facility.................... (125,013) --
Proceeds from issuance of senior subordinated debt...... 150,000 --
Proceeds from issuance of note payable-affiliate........ 3,341 --
Proceeds from issuance of senior discount notes......... 110,411 --
Proceeds from other notes payable....................... 600 --
Payments for debt issuance costs........................ (3,995) --
Contribution by members................................. 166,630 --
--------- ---
Net cash provided by financing activities............... 567,862 --
Increase in cash........................................ 9,288 --
Cash, beginning of period............................... -- --
--------- ---
Cash, end of period..................................... $ 9,288 $--
========= ===
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest................ $ 3,480 $--
========= ===
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-305
<PAGE> 551

AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

Avalon Cable LLC ("Avalon"), and its wholly owned subsidiaries Avalon Cable
Holdings Finance, Inc. ("Avalon Holdings Finance") and Avalon Cable of Michigan
LLC ("Avalon Michigan"), were formed in October 1998, pursuant to the laws of
the State of Delaware, as a wholly owned subsidiary of Avalon Cable of New
England Holdings, Inc. ("Avalon New England Holdings").

On November 6, 1998, Avalon New England Holdings contributed its 100%
interest in Avalon Cable of New England LLC ("Avalon New England") to Avalon in
exchange for a membership interest in Avalon. This contribution was between
entities under common control and was accounted for similar to a
pooling-of-interests. Under this pooling-of-interests method, the results of
operations for Avalon include the results of operations from the date of
inception (September 4, 1997) of Avalon New England. On that same date, Avalon
received $63,000 from affiliated entities, which was comprised of (i) a $45,000
capital contribution by Avalon Investors, LLC ("Avalon Investors") and (ii) a
$18,000 promissory note from Avalon Cable Holdings LLC ("Avalon Holdings"),
which was used to make a $62,800 cash contribution to Avalon New England.

The cash contribution received by Avalon New England was used to (i)
extinguish existing indebtedness of $29,600 and (ii) fund a $33,200 loan to
Avalon Holdings Finance which matures on December 31, 2001.

On December 10, 1998, Avalon received a dividend distribution from Avalon
New England in the amount of $18,206, which was used by Avalon to pay off the
promissory note payable to Avalon Holdings, plus accrued interest.

Avalon Cable of Michigan, Inc. was formed in June 1998, pursuant to the
laws of the state of Delaware, as a wholly owned subsidiary of Avalon Cable of
Michigan Holdings, Inc. ("Michigan Holdings".) On June 3, 1998, Avalon Cable of
Michigan, Inc. entered into an Agreement and Plan of Merger (the "Agreement")
among Avalon Cable of Michigan, Inc., Michigan Holdings and Cable Michigan, Inc.
("Cable Michigan"), pursuant to which Avalon Cable of Michigan, Inc. will merge
into Cable Michigan and Cable Michigan will become a wholly owned subsidiary of
Michigan Holdings (the "Merger"). As part of the Merger, the name of the company
was changed to Avalon Cable of Michigan, Inc.

In accordance with the terms of the Agreement, each share of common stock,
par value $1.00 per share ("common stock"), of Cable Michigan outstanding prior
to the effective time of the Merger (other than treasury stock shares owned by
Michigan Holdings or its subsidiaries, or shares as to which dissenters' rights
have been exercised) shall be converted into the right to receive $40.50 in cash
(the "Merger Consideration"), subject to certain possible closing adjustments.

In conjunction with the acquisition of Cable Michigan, Avalon Cable of
Michigan, Inc. acquired Cable Michigan's 62% ownership interest in Mercom, Inc.
("Mercom").

On November 6, 1998, Avalon Cable of Michigan, Inc. completed its Merger.
The total consideration payable in conjunction with the Merger, including fees
and expenses is $431,629, including repayment of all existing Cable Michigan
indebtedness and accrued interest of $135,205. Subsequent to the Merger, the
arrangements with RCN and CTE for certain support

F-306
<PAGE> 552
AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

services were terminated. The Agreement also permitted Avalon Cable of Michigan,
Inc. to agree to acquire the remaining shares of Mercom that it did not own.

Michigan Holdings contributed $137,375 in cash to Avalon Cable of Michigan,
Inc., which was used to consummate the Merger. On November 5, 1998, Michigan
Holdings received $105,000 in cash in exchange for promissory notes to lenders
(the "Bridge Agreement"). On November 6, 1998, Michigan Holdings contributed the
proceeds received from the Bridge Agreement and an additional $35,000 in cash to
Avalon Cable of Michigan Inc. in exchange for 100 shares of common stock.

On March 26, 1999, Avalon completed a series of transactions to facilitate
certain aspects of its financing between affiliated entities under common
control. As a result of these transactions:

- Avalon Cable of Michigan Inc. contributed its assets and liabilities
excluding deferred tax liabilities, net to Avalon in exchange for an
approximate 88% voting interest in Avalon. Avalon contributed these
assets and liabilities to its wholly-owned subsidiary, Avalon Cable of
Michigan.

- Avalon Michigan has become the operator of the Michigan cluster replacing
Avalon Cable of Michigan, Inc.

- Avalon Michigan is an obligor on the Senior Subordinated Notes replacing
Avalon Cable of Michigan, Inc., and

- Avalon Cable of Michigan, Inc. is a guarantor of the obligations of
Avalon Michigan under the Senior Subordinated Notes. Avalon Cable of
Michigan, Inc. does not have significant assets, other than its
investment in Avalon.

- Avalon is an obligor on the Senior Discount Notes replacing Avalon Cable
of Michigan Holdings, Inc.

As a result of the reorganization between entities under common control,
Avalon accounted for the reorganization similar to a pooling-of-interests. Under
the pooling-of-interests method, the results of operations for Avalon include
the results of operations from the date of inception (June 2, 1998) inception of
Avalon Cable of Michigan, Inc. and the date of acquisition of the completed
acquisitions.

Avalon New England and Avalon Michigan provide cable service to the western
New England area and the state of Michigan, respectively. Avalon cable systems
offer customer packages of basic and premium cable programming services which
are offered at a per channel charge or are packaged together to form a tier of
services offered at a discount from the combined channel rate. Avalon cable
systems also provide premium cable services to their customers for an extra
monthly charge. Customers generally pay initial connection charges and fixed
monthly fees for cable programming and premium cable services, which constitute
the principal sources of revenue for Avalon.

Avalon Holdings Finance was formed for the sole purpose of facilitating
financings associated with the acquisitions of various cable operating
companies. Avalon Holdings Finance conducts no other activities.

F-307
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AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The consolidated financial statements of Avalon and its subsidiaries,
include the accounts of Avalon and its wholly owned subsidiaries, Avalon New
England, Avalon Michigan and Avalon Holdings Finance (collectively, the
"Company"). All significant transactions between Avalon and its subsidiaries
have been eliminated.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and use
assumptions that affect the reported amounts of assets and liabilities and the
disclosure for contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reported period. Actual results may vary from estimates used.

Revenue recognition

Revenue is recognized as cable services are provided. Installation fee
revenue is recognized in the period in which the installation occurs to the
extent that direct selling costs meet or exceed installation revenues.

Advertising costs

Advertising costs are charged to operations as incurred. Advertising costs
were $82 for the year ended December 31, 1998.

Concentration of credit risk

Financial instruments which potentially expose the Company to a
concentration of credit risk include cash and subscriber and other receivables.
The Company had cash in excess of federally insured deposits at financial
institutions at December 31, 1998. The Company does not believe that such
deposits are subject to any unusual credit risk beyond the normal credit risk
associated with operating its business. The Company extends credit to customers
on an unsecured basis in the normal course of business. The Company maintains
reserves for potential credit losses and such losses, in the aggregate, have not
historically exceeded management's expectations. The Company's trade receivables
reflect a customer base centered in the state of Michigan and New England. The
Company routinely assesses the financial strength of its customers; as a result,
concentrations of credit risk are limited.

Property, plant and equipment

Property, plant and equipment is stated at its fair value for items
acquired from Cable Michigan, historical cost for the minority interests share
of Mercom property, plant and equipment and cost for additions subsequent to the
merger. Initial subscribers installation costs, including materials, labor and
overhead costs, are capitalized as a component of cable plant and equipment. The
cost of disconnection and reconnection are charged to expense when incurred.

F-308
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AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Depreciation is computed for financial statement purposes using the
straight-line method based upon the following lives:

<TABLE>
<S> <C>
Vehicles.................................................... 5 years
Cable plant and equipment................................... 5-12 years
Office furniture and equipment.............................. 5-10 years
Buildings and improvements.................................. 10-25 years
</TABLE>

Intangible assets

Intangible assets represent the estimated fair value of cable franchises
and goodwill resulting from acquisitions. Goodwill is the excess of the purchase
price over the fair value of the net assets acquired, determined through an
independent appraisal. Deferred financing costs represent direct costs incurred
to obtain long-term financing and are amortized to interest expense over the
term of the underlying debt utilizing the effective interest method.
Amortization is computed for financial statement purposes using the
straight-line method based upon the anticipated economic lives:

<TABLE>
<S> <C>
Cable franchises............................................ 13-15 years
Goodwill.................................................... 15 years
Non-compete agreement....................................... 5 years
</TABLE>

Accounting for impairments

The Company follows the provisions of Statement of Financial Accounting
Standards No. 121 -- "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS 121").

SFAS 121 requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for recoverability, the Company
estimates the net future cash flows expected to result from the use of the asset
and its eventual disposition. If the sum of the expected net future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized. Measurement of an impairment loss
for long-lived assets and identifiable intangibles expected to be held and used
is based on the fair value of the asset.

No impairment losses have been recognized by the Company pursuant to SFAS
121.

Financial instruments

The Company estimates that the fair value of all financial instruments at
December 31, 1998 does not differ materially from the aggregate carrying values
of its financial instruments recorded in the accompanying balance sheet. The
fair value of the notes payable-affiliate are considered to be equal to carrying
values since the Company believes that its credit risk has not changed from the
time this debt instrument was executed and therefore, would obtain a similar
rate in the current market.

Income taxes

The Company is not subject to federal and state income taxes since the
income or loss of the Company is included in the tax returns of Avalon Cable of
Michigan, Inc. and the Company's

F-309
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AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

minority partners. However, Mercom, its majority-owned subsidiary is subject to
taxes that are accounted for using Statement of Financial Accounting Standards
No. 109 -- "Accounting for Income Taxes". The statement requires the use of an
asset and liability approach for financial reporting purposes. The asset and
liability approach requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of temporary differences
between financial reporting basis and tax basis of assets and liabilities. If it
is more likely than not that some portion or all of a deferred tax asset will
not be realized, a valuation allowance is recognized.

3. MEMBERS' CAPITAL

Avalon has authorized two classes of equity units; class A units ("Class A
Units") and class B units ("Class B Units") (collectively, the "Units"). Each
class of the Units represents a fractional part of the membership interests in
Avalon and has the rights and obligations specified in Avalon's Limited
Liability Company Agreement. Each Class B Unit is entitled to voting rights
equal to the percentage such units represents of the aggregate number of
outstanding Class B Units. The Class A Units are not entitled to voting rights.

Class A Units

The Class A Units are participating preferred equity interests. A preferred
return accrues annually (the Company's "Preferred Return") on the initial
purchase price (the Company's "Capital Value") of each Class A Unit at a rate of
15, or 17% under certain circumstances, per annum. The Company cannot pay
distributions in respect of other classes of securities including distributions
made in connection with a liquidation until the Company's Capital Value and
accrued Preferred Return in respect of each Class A Unit is paid to the holders
thereof (such distributions being the Company's "Priority Distributions"). So
long as any portion of the Company's Priority Distributions remains unpaid, the
holders of a majority of the Class A Units are entitled to block certain actions
by the Company including the payment of certain distributions, the issuance of
senior or certain types of pari passu equity securities or the entering into or
amending of certain related-party agreements. In addition to the Company's
Priority Distributions, each Class A Unit is also entitled to participate in
common distributions, pro rata according to the percentage such unit represents
of the aggregate number of the Company's units then outstanding.

Class B Units

The Class B Units are junior equity securities which are divided into two
identical subclasses, Class B-1 Units and Class B-2 Units. After the payment in
full of Avalon's Priority Distributions, each Class B Unit is entitled to
participate in distributions pro rata according to the percentage such unit
represents of the aggregate number of the Avalon units then outstanding.

4. MERGER AND ACQUISITIONS

The Merger was accounted for using the purchase method of accounting.
Accordingly, the consideration was allocated to the net assets acquired based on
their fair market values at the date of the Merger. The purchase price was
allocated as follows: current assets and liabilities at fair values of $470,
approximately $94,000 to property, plant and equipment, $315,000 to cable
franchises and the excess of consideration paid over the fair market value of
the net assets acquired, or goodwill, of $81,705, offset by deferred taxes net
of $60,000.

F-310
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AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Merger agreement between Michigan Holdings and Avalon Cable of
Michigan, Inc. permitted Avalon Cable of Michigan, Inc. to agree to acquire the
1,822,810 shares (approximately 38% of the outstanding stock) of Mercom that it
did not own (the "Mercom Acquisition"). On September 10, 1998 Avalon Cable of
Michigan, Inc. and Mercom entered into a definitive agreement (the "Mercom
Merger Agreement") providing for the acquisition by Avalon Cable of Michigan,
Inc. of all of such shares at a price of $12.00 per share. Avalon Cable of
Michigan, Inc. completed this acquisition in March 1999. The total estimated
consideration payable in conjunction with the Mercom Acquisition, excluding fees
and expenses was $21,900.

In March 1999, Avalon Michigan acquired the cable television systems of
Nova Cablevision, Inc., Nova Cablevision VI, L.P. and Nova Cablevision VII, L.P.
for approximately $7,800, excluding transaction fees.

On May 29, 1998, the Company acquired certain assets of Amrac Clear View, A
Limited Partnership ("Amrac") for consideration of $8,124, including acquisition
costs of $589. The acquisition was accounted for using the purchase method of
accounting. Accordingly, the consideration was allocated to the net assets
acquired based on the fair market values at the date of acquisition as
determined through the use of an independent appraisal. The excess of the
consideration paid over the estimated fair market value of the net assets
acquired, or goodwill, was $256.

On July 21, 1998, the Company acquired certain assets and liabilities from
Pegasus Cable Television, Inc. and Pegasus Cable Television of Connecticut, Inc.
(collectively, "Pegasus") for consideration of $30,467, including acquisition
costs of $175. The acquisition was accounted for using the purchase method of
accounting. Accordingly, the consideration was allocated to the net assets
acquired based on the fair market values at the date of acquisition as
determined through use of an independent appraisal. The excess of the
consideration paid over the estimated fair market value of the net assets
acquired, or goodwill, was $977.

Unaudited pro forma results of operations of the Company for the year ended
December 31, 1998, as if the Merger and acquisitions occurred on January 1,
1998.

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
(UNAUDITED)
<S> <C>
Revenues.................................................... $ 96,751
========
Loss from operations........................................ $ (5,292)
========
Net loss.................................................... $(22,365)
========
</TABLE>

In September 1998, the Company entered into a definitive agreement to
purchase all of the cable systems of Taconic Technology Corporation ("Taconic")
for approximately $8,525 (excluding transaction fees). As of December 31, 1998,
the Company incurred $41 of transaction costs related to the acquisition of
Taconic. This merger is expected to close in the second quarter of 1999.

F-311
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AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. PROPERTY, PLANT AND EQUIPMENT

At December 31, 1998, property, plant and equipment consists of the
following:

<TABLE>
<S> <C>
Cable plant and equipment................................... $106,602
Vehicles.................................................... 2,572
Office furniture and fixtures............................... 1,026
Buildings and improvements.................................. 2,234
Construction in process..................................... 768
--------
113,202
Less: accumulated depreciation.............................. (1,781)
--------
$111,421
========
</TABLE>

Depreciation expense charged to operations was $1,781 for the year ended
December 31, 1998.

6. INTANGIBLE ASSETS

At December 31, 1998, intangible assets consist of the following:

<TABLE>
<CAPTION>
1998
--------
<S> <C>
Cable franchises............................................ $374,773
Goodwill.................................................... 82,928
Deferred financing costs.................................... 10,658
Non-compete agreement....................................... 100
--------
468,459
Less: accumulated amortization.............................. (6,342)
--------
$462,117
========
</TABLE>

Amortization expense was $6,342 for the year ended December 31, 1998.

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At December 31, 1998, accounts payable and accrued expenses consist of the
following:

<TABLE>
<S> <C>
Accounts payable............................................ $ 5,321
Accrued corporate expenses.................................. 404
Accrued programming costs................................... 2,388
Taxes payable............................................... 1,383
Other....................................................... 2,150
-------
$11,646
=======
</TABLE>

F-312
<PAGE> 558
AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. DEBT

At December 31, 1998, Long-term debt consists of the following:

<TABLE>
<S> <C>
Senior Credit Facility...................................... $140,875
Senior Subordinated Notes................................... 150,000
Senior Discount Notes....................................... 111,494
Other Note Payable.......................................... 600
--------
402,969
Less: current portion of notes payable...................... 20
--------
$402,949
========
</TABLE>

Credit Facilities

On May 28, 1998, Avalon New England entered into a term loan and revolving
credit agreement with a major commercial lending institution (the "Credit
Agreement"). The Credit Agreement allowed for aggregate borrowings under Term
Loans A and B (collectively, the "Term Loans") and a revolving credit facility
of $30,000 and $5,000, respectively. The proceeds from the Term Loans and
revolving credit facility were used to fund the acquisitions made by Avalon New
England and to provide for Avalon New England's working capital requirements.

In December 1998, Avalon New England retired the Term Loans and revolving
credit agreement through the proceeds of a capital contribution from Avalon. The
fees and associated costs relating to the early retirement of this debt was
$1,110.

On November 6, 1998, Avalon New England became a co-borrower along with
Avalon Michigan and Avalon Cable Finance, Inc. ("Avalon Finance"), affiliated
companies (collectively referred to as the "Co-Borrowers"), on a $320,888 senior
credit facility, which includes term loan facilities consisting of (i) tranche A
term loans of $120,888 and (ii) tranche B term loans of $170,000, and a
revolving credit facility of $30,000 (collectively, the "Credit Facility").
Subject to compliance with the terms of the Credit Facility, borrowings under
the Credit Facility will be available for working capital purposes, capital
expenditures and pending and future acquisitions. The ability to advance funds
under the tranche A term loan facility terminated on March 31, 1999. The tranche
A term loans are subject to minimum quarterly amortization payments commencing
on January 31, 2001 and maturing on October 31, 2005. The tranche B term loans
are subject to minimum quarterly payments commencing on January 31, 2001 with
substantially all of tranche B term loans scheduled to be repaid in two equal
installments on July 31, 2006 and October 31, 2006. The revolving credit
facility borrowings are scheduled to be repaid on October 31, 2005.

On November 6, 1998, Avalon Michigan borrowed $265,888 under the Credit
Facility. In connection with the Senior Subordinated Notes and Senior Discount
Notes offerings, Avalon Michigan repaid $125,013 of the Credit Facility, and the
availability under the Credit Facility was reduced to $195,000. Avalon Michigan
had borrowings of $11,300 and $129,575 outstanding under the tranche A and
tranche B term note facilities, respectively, and had available $30,000 for
borrowings under the revolving credit facility. Avalon New England and Avalon
Finance had no borrowings outstanding under the Credit Facility at December 31,
1998.

The interest rate under the Credit Facility is a rate based on either (i)
the Base Rate (a rate per annum equal to the greater of the prime rate and the
federal funds rate plus one-half of 1%) or (ii) the Eurodollar Rate (a rate per
annum equal to the Eurodollar base rate divided by 1.00 less the Eurocurrency
reserve requirement plus, in either case, the applicable margin). As of

F-313
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AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 1998, the applicable margin was (a) with respect to the tranche B
term loans was 2.75% per annum for Base Rate loans and 3.75% per annum for
Eurodollar loans and (b) with respect to tranche A term loans and the revolving
credit facility was 2.00% per annum for Base Rate loans and 3.00% for Eurodollar
loans. The applicable margin for the tranche A term loans and the revolving
credit facility are subject to performance based grid pricing which is
determined based upon the consolidated leverage ratio of the Co-Borrowers. The
interest rate for the tranche A and tranche B term loans outstanding at December
31, 1998 was 8.58% and 9.33%, respectively. Interest is payable on a quarterly
basis. Accrued interest on the borrowings incurred by Avalon Cable of Michigan
Inc. under the credit facility was $1,389 at December 31, 1998.

The Credit Facility contains restrictive covenants which among other things
require the Co-Borrowers to maintain certain ratios including consolidated
leverage ratios and the interest coverage ratio, fixed charge ratio and debt
service coverage ratio.

The obligations of the Co-Borrowers under the Credit Facility are secured
by substantially all of the assets of the Co-Borrowers. In addition, the
obligations of the Co-Borrowers under the Credit Facility are guaranteed by
affiliated companies; Avalon Cable of Michigan Holdings, Inc., Avalon Cable
Finance Holdings, Inc., Avalon New England Holdings, Inc., Avalon Cable
Holdings, LLC and the Company.

A Change of Control as defined under the Credit Facility agreement would
constitute an event of default under the Credit Facility giving the lender the
right to terminate the credit commitment and declare all amounts outstanding
immediately due and payable.

Subordinated Debt

In December 1998, Avalon New England and Avalon Michigan became co-issuers
of a $150,000 principal balance, Senior Subordinated Notes ("Subordinated
Notes") offering. In conjunction with this financing, Avalon New England
received $18,130 from Avalon Michigan as a partial payment against the Company's
note receivable-affiliate from Avalon Michigan. Avalon Michigan paid $75 in
interest during the period from October 21, 1998 (inception) through December
31, 1998. The cash proceeds received by Avalon New England of $18,206 was paid
to Avalon as a dividend.

The Subordinated Notes mature on December 1, 2008, and interest accrued at
a rate of 9.375% per annum. Interest is payable semi-annually in arrears on June
1 and December 1 of each year, commencing on June 1, 1999. Accrued interest on
the Subordinated Notes was $1,078 at December 31, 1998.

The Senior Subordinated Notes will not be redeemable at the Co-Borrowers'
option prior to December 1, 2003. Thereafter, the Senior Subordinated Notes will
be subject to redemption at any time at the option of the Co-Borrowers, in whole
or in part at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on December 1 of the years indicated below:

<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---- ----------
<S> <C>
2003..................................................... 104.688%
2004..................................................... 103.125%
2005..................................................... 101.563%
2006 and thereafter...................................... 100.000%
</TABLE>

F-314
<PAGE> 560
AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The scheduled maturities of the long-term debt are $2,000 in 2001, $4,000
in 2002, $7,000 in 2003, and the remainder thereafter.

At any time prior to December 1, 2001, the Co-Borrowers may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Senior
Subordinate Notes originally issued under the Indenture at a redemption price
equal to 109.375% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date, with the net cash proceeds of any
equity offering and/or the net cash proceeds of a strategic equity investment;
provided that at least 65% of the aggregate principal amount at maturity of
Senior Subordinated Notes originally issued remain outstanding immediately after
each such redemption.

As used in the preceding paragraph, "Equity Offering and Strategic Equity
Investment" means any public or private sale of Capital Stock of any of the
Co-Borrowers pursuant to which the Co-Borrowers together receive net proceeds of
at least $25 million, other than issuances of Capital Stock pursuant to employee
benefit plans or as compensation to employees; provided that to the extent such
Capital Stock is issued by the Co-Borrowers, the net cash proceeds thereof shall
have been contributed to one or more of the Co-Borrowers in the form of an
equity contribution.

The Indentures provide that upon the occurrence of a change of control (a
"Change of Control") each holder of the Notes has the right to require the
Company to purchase all or any part (equal to $1,000 or an integral multiple
thereof) of such holder's Notes at an offer price in cash equal to 101% of the
aggregate principal amount thereon plus accrued and unpaid interest and
Liquidated Damages (as defined in the Indentures) thereof, if any, to the date
of purchase.

The Senior Discount Notes

On December 3, 1998, the Company, Avalon Michigan and Avalon Cable Holdings
Finance, Inc. (the "Holding Co-Borrowers") issued $196.0 million aggregate
principal amount at maturity of 117/8% Senior Discount Notes ("Senior Discount
Notes") due 2008.

The Senior Discount Notes were issued at a substantial discount from their
principal amount at maturity, to generate gross proceeds of approximately $110.4
million. Interest on the Senior Discount Notes will accrue but not be payable
before December 1, 2003. Thereafter, interest on the Senior Discount Notes will
accrue on the principal amount at maturity at a rate of 11.875% per annum, and
will be payable semi-annually in arrears on June 1 and December 1 of each year,
commencing December 1, 2003. Prior to December 1, 2003, the accreted value of
the Senior Discount Notes will increase, representing amortization of original
issue discount, between the date of original issuance and December 1, 2003 on a
semi-annual basis using a 360-day year comprised of twelve 30-day months, such
that the accreted value shall be equal to the full principal amount at maturity
of the Senior Discount Notes on December 1, 2003. Original issue discount
accretion on the Senior Discount Notes was $1,083 at December 31, 1998.

On December 1, 2003, the Holding Co-Borrowers will be required to redeem an
amount equal to $369.79 per $1,000 principal amount at maturity of each Senior
Discount Note then outstanding on a pro rata basis at a redemption price of 100%
of the principal amount at maturity of the Senior Discount Notes so redeemed.

F-315
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AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

interest, if any, and liquidated damages, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
December 1 of the years indicated below:

<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---- ----------
<S> <C>
2003................................................... 105.938%
2004................................................... 103.958%
2005................................................... 101.979%
2006 and thereafter.................................... 100.000%
</TABLE>

Notwithstanding the foregoing, at any time before December 1, 2001, the
holding companies may on any one or more occasions redeem up to 35% of the
aggregate principal amount at maturity of senior discount notes originally
issued under the Senior Discount Note indenture at a redemption price equal to
111.875% of the accreted value at the date of redemption, plus liquidated
damages, if any, to the redemption date, with the net cash proceeds of any
equity offering and/or the net cash proceeds of a strategic equity investment;
provided that at least 65% of the aggregate principal amount at maturity of
Senior Discount Notes originally issued remain outstanding immediately after
each occurrence of such redemption.

Upon the occurrence of a Change of Control, each holder of Senior Discount
Notes will have the right to require the Holding Co-Borrowers to repurchase all
or any part of such holder's Senior Discount Notes pursuant to a Change of
Control offer at an offer price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and liquidated damages thereon,
if any, to the date of purchase.

Mercom debt

In August 1997, the Mercom revolving credit agreement for $2,000 expired.
Mercom had no borrowings under the revolving credit agreement in 1996 or 1997.

On September 29, 1997, Cable Michigan, Inc. purchased and assumed all of
the bank's interest in the term credit agreement and the note issued thereunder.
Immediately after the purchase, the term credit agreement was amended in order
to, among other things, provide for less restrictive financial covenants,
eliminate mandatory amortization of principal and provide for a bullet maturity
of principal on December 31, 2002, and remove the change of control event of
default. Mercom's borrowings under the term credit agreement contain pricing and
security provisions substantially the same as those in place prior to the
purchase of the loan. The borrowings are secured by a pledge of the stock of
Mercom's subsidiaries and a first lien on certain of the assets of Mercom and
its subsidiaries, including inventory, equipment and receivables. At December
31, 1998, $14,151 of principal was outstanding. The borrowings under the term
credit agreement are eliminated in the Company's consolidated balance sheet.

Note payable

Avalon New England issued a note payable for $500 which is due on May 29,
2003, and bears interest at a rate of 7% per annum (which approximates Avalon
New England's incremental borrowing rate) payable annually. Additionally, Avalon
New England has a $100 non-compete agreement. The agreement calls for five
annual payments of $20, commencing on May 29, 1999.

F-316
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AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. INCOME TAXES

The income tax provision in the accompanying consolidated financial
statements of operations relating to Mercom, Inc., a majority-owned subsidiary,
is comprised of the following:

<TABLE>
<CAPTION>
1998
----
<S> <C>
CURRENT
Federal..................................................... $ --
State....................................................... --
----
Total Current............................................... --
----
DEFERRED
Federal..................................................... 171
State....................................................... 15
----
Total Deferred.............................................. 186
----
Total provision for income taxes............................ $186
====
</TABLE>

The benefit for income taxes is different from the amounts computed by
applying the U.S. statutory federal tax rate of 35% for 1998. The differences
are as follows:

<TABLE>
<CAPTION>
1998
-------
<S> <C>
Loss before provision for income taxes...................... $(8,833)
=======
Federal tax provision at statutory rates.................... (3,092)
State income taxes.......................................... (182)
Allocated to members........................................ 3,082
Goodwill.................................................... 6
-------
Provision for income taxes.................................. 186
=======
</TABLE>

<TABLE>
<CAPTION>
TAX NET
OPERATING EXPIRATION
YEAR LOSSES DATE
- ---- --------- ----------
<S> <C> <C>
1998................................................... $922 2018
</TABLE>

Temporary differences that give rise to significant portion of deferred tax
assets and liabilities at December 31 are as follows:

<TABLE>
<CAPTION>
1998
-------
<S> <C>
NOL carryforwards........................................... $ 922
Reserves.................................................... 459
Other, net.................................................. 20
-------
Total deferred assets....................................... 1,401
-------
Property, plant and equipment............................... (2,725)
Intangible assets........................................... (38)
-------
Total deferred liabilities.................................. (2,763)
-------
Subtotal.................................................... (1,362)
-------
Valuation allowance......................................... --
-------
Total deferred taxes........................................ (1,362)
=======
</TABLE>

F-317
<PAGE> 563
AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. COMMITMENTS AND CONTINGENCIES

Leases

Avalon New England and Avalon Michigan rent poles from utility companies
for use in their operations. While rental agreements are generally short-term,
Avalon New England and Avalon Michigan anticipate such rentals will continue in
the future. Avalon New England and Avalon Michigan also lease office facilities
and various items of equipment under month-to-month operating leases. Rent
expense was $58 for the year ended December 31, 1998. Rental commitments are
expected to continue at approximately $1 million a year for the foreseeable
future, including pole rental commitments which are cancelable.

Legal matters

Avalon and its subsidiaries are subject to regulation by the Federal
Communications Commission ("FCC") and other franchising authorities.

Avalon and its subsidiaries are subject to the provisions of the Cable
Television Consumer Protection and Competition Act of 1992, as amended, and the
Telecommunications Act of 1996. Avalon and its Subsidiaries have either settled
challenges or accrued for anticipated exposures related to rate regulation;
however, there is no assurance that there will not be further additional
challenges to its rates.

In the normal course of business, there are various legal proceedings
outstanding. In the opinion of management, these proceedings will not have a
material adverse effect on the financial condition or results of operations of
Avalon and its subsidiaries.

11. RELATED PARTY TRANSACTIONS AND BALANCES

During 1998, Avalon New England received $3,341 from Avalon Holdings. In
consideration for this amount, Avalon New England executed a note payable to
Avalon Holdings. This note is recorded as note payable-affiliate on the balance
sheet at December 31, 1998. Interest accrues at a rate of 5.57% per year and
Avalon New England has recorded accrued interest on this note of $100 at
December 31, 1998.

12. SUBSEQUENT EVENT

In May 1999, the Company signed an agreement with Charter Communications,
Inc. ("Charter Communications") under which Charter Communications agreed to
purchase Avalon Cable LLC's cable television systems and assume some of their
debt. The acquisition by Charter Communications is subject to regulatory
approvals. The Company expects to consummate this transaction in the fourth
quarter of 1999.

This agreement, if closed, would constitute a change in control under the
Indenture pursuant to which the Senior Subordinated Notes and the Senior
Discount Notes (collectively, the "Notes") were issued. The Indenture provides
that upon the occurrence of a change of control of the Company (a "Change of
Control") each holder of the Notes has the right to require the Company to
purchase all or any part (equal to $1,000 or an integral multiple thereof) of
such holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount thereon (or 101% of the accreted value for the Senior Discount
Notes as of the date of purchase if prior to the full accretion date) plus
accrued and unpaid interest and Liquidated Damages (as defined in the Indenture)
thereof, if any, to the date of purchase.

F-318
<PAGE> 564
AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

This agreement, if closed, would represent a Change of Control which, on
the closing date, constitutes an event of default under the Credit Facility
giving the lender the right to terminate the credit commitment and declare all
amounts outstanding immediately due and payable. Charter Communications has
agreed to repay all amounts due under the Credit Facility or cause all events of
default under the Credit Facility arising from the Change of Control to be
waived.

F-319
<PAGE> 565

AVALON CABLE LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash........................................................ $ 3,457 $ 9,288
Subscriber receivables, less allowance for doubtful accounts
of $1,509 and $943........................................ 6,158 5,862
Accounts receivable-affiliate............................... -- 124
Deferred income taxes....................................... -- 479
Prepaid expenses and other current assets................... 415 580
-------- --------
Total current assets........................................ 10,030 16,333
Property, plant and equipment, net.......................... 116,587 111,421
Intangible assets, net...................................... 470,041 462,117
Other assets................................................ 32 227
-------- --------
Total assets................................................ $596,690 $590,098
======== ========

LIABILITIES AND MEMBERS' INTEREST
CURRENT LIABILITIES
Current portion of notes payable............................ $ 25 $ 20
Accounts payable and accrued expenses....................... 13,983 11,646
Accounts payable, net-affiliate............................. 3,160 2,023
Deferred revenue............................................ 3,136 3,171
-------- --------
Total current liabilities................................... 20,304 16,860
Note payable, net of current portion........................ 446,079 402,949
Note payable-affiliate...................................... -- 3,341
Deferred income taxes....................................... -- 1,841
-------- --------
Total liabilities........................................... 466,383 424,991
Minority interest........................................... -- 13,855
Commitments and contingencies (Note 5)
Members' interests
Members' capital............................................ 166,630 166,630
Accumulated deficit......................................... (36,323) (15,378)
-------- --------
Total members' interest..................................... 130,307 151,252
-------- --------
Total liabilities and members' interest..................... $596,690 $590,098
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-320
<PAGE> 566

AVALON CABLE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE SIX MONTHS
ENDED ENDED
JUNE 30, 1999 JUNE 30, 1998
------------------ ------------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
REVENUE
Basic services........................................... $ 42,064 $131
Premium services......................................... 4,079 15
Other.................................................... 5,626 8
-------- ----
Total revenues........................................... 51,769 154
Operating expenses
Selling, general and administrative...................... 9,544 21
Programming.............................................. 13,966 39
Technical and operations................................. 5,932 17
Depreciation and amortization............................ 22,096 53
-------- ----
Loss from operations..................................... 231 24
Other income (expense)
Interest income.......................................... 708 --
Interest expense......................................... (23,246) (5)
-------- ----
Income (loss) before income taxes........................ (22,307) 19
(Benefit) for income taxes............................... (1,362) --
-------- ----
Net income (loss)........................................ $(20,945) $ 19
======== ====
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-321
<PAGE> 567

AVALON CABLE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' INTEREST

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)
--------------------------------------------------------------
CLASS A CLASS B-1 TOTAL
---------------- ------------------ ACCUMULATED MEMBERS'
UNITS $ UNITS $ DEFICIT INTEREST
------ ------- ------- -------- ----------- --------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998.... 45,000 $45,000 575,690 $121,630 $(15,378) $151,252
Net loss for the six months
ended June 30, 1999........... -- -- -- -- (20,945) (20,945)
------ ------- ------- -------- -------- --------
Balance at June 30, 1999........ 45,000 $45,000 575,690 $121,630 $(36,323) $130,307
====== ======= ======= ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-322
<PAGE> 568

AVALON CABLE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SIX FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1998
-------------- --------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)........................................... $(20,945) $ 19
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization............................... 22,096 53
Accretion of Senior Discount Notes.......................... 6,630 --
Changes in operating assets and liabilities
Decrease in subscriber receivables.......................... 247 22
(Increase) decrease in prepaid expenses and other assets.... 240 (16)
Increase in accounts payable and accrued expenses........... 2,440 152
Increase in accounts payable, net-affiliate................. 1,000 --
Decrease in deferred revenues............................... (35) (152)
Decrease in deferred income taxes, net...................... (1,362) --
-------- -------
Net cash provided by operating activities................... 10,311 78
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment.................. (9,881) (101)
Payments for acquisitions, net.............................. (39,420) (8,187)
-------- -------
Net cash used in investing activities....................... (49,301) (8,288)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable-affiliate...................................... (3,341) 733
Capital Contribution........................................ -- 1,062
Proceeds from credit facility............................... 36,500 6,700
-------- -------
Net cash provided by financing activities................... 33,159 8,495
-------- -------
Increase (decrease) in cash................................. (5,831) 285
Cash, beginning of period................................... 9,288 --
-------- -------
Cash, end of period......................................... $ 3,457 $ 285
======== =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-323
<PAGE> 569

AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(IN THOUSANDS)

1. DESCRIPTION OF BUSINESS

Avalon Cable LLC ("the Company"), and its wholly owned subsidiaries Avalon
Cable Holdings Finance, Inc. ("Avalon Holdings Finance") and Avalon Cable of
Michigan LLC ("Avalon Michigan"), were formed in October 1998, pursuant to the
laws of the State of Delaware, as a wholly owned subsidiary of Avalon Cable of
New England Holdings, Inc. ("Avalon New England Holdings").

On November 6, 1998, Avalon New England Holdings contributed its 100%
interest in Avalon Cable of New England LLC ("Avalon New England") to the
Company in exchange for a membership interest in the Company. This contribution
was between entities under common control and was accounted for similar to a
pooling-of-interests. Under the pooling-of-interests method, the results of
operations for the Company include the results of operations from the date of
inception (September 4, 1997) of Avalon New England. On November 6, 1998, the
Company received $63,000 from affiliated entities, which was comprised of (i) a
$45,000 capital contribution by Avalon Investors, LLC ("Avalon Investors") and
(ii) an $18,000 promissory note from Avalon Cable Holdings LLC ("Avalon
Holdings"), which was used to make a $62,800 cash contribution to Avalon New
England.

On December 10, 1998, the Company received a dividend distribution from
Avalon New England in the amount of $18,206, which was used by the Company to
pay off the promissory note payable to Avalon Holdings, plus accrued interest.

Avalon Cable of Michigan, Inc. was formed in June 1998, pursuant to the
laws of the state of Delaware, as a wholly owned subsidiary of Avalon Cable of
Michigan Holdings, Inc. ("Michigan Holdings".) On June 3, 1998, Avalon Cable of
Michigan, Inc. entered into an Agreement and Plan of Merger (the "Agreement")
among Avalon Cable of Michigan, Inc., Michigan Holdings and Cable Michigan, Inc.
(Cable Michigan), pursuant to which Avalon Cable of Michigan, Inc. will merge
into Cable Michigan and Cable Michigan will become a wholly owned subsidiary of
Michigan Holdings (the "Merger"). As part of the Merger, the name of the company
was changed to Avalon Cable of Michigan, Inc.

In conjunction with the acquisition of Cable Michigan, Avalon Cable of
Michigan, Inc. acquired Cable Michigan's 62% ownership interest in Mercom, Inc.
("Mercom").

F-324
<PAGE> 570
AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

services were terminated. The Agreement also permitted Avalon Cable of Michigan,
Inc. to agree to acquire the remaining shares of Mercom that it did not own.

On March 26, 1999, Avalon completed a series of transactions to facilitate
certain aspects of its financing between affiliated entities under common
control. As a result of these transactions:

- Avalon Cable of Michigan, Inc. contributed its assets and liabilities
excluding deferred tax liabilities, net to Avalon in exchange for an
approximate 88% voting interest in Avalon, which then transferred those
assets and liabilities to its wholly-owned subsidiary Avalon Michigan;

- Avalon Michigan now operates the Michigan cluster replacing Avalon Cable
of Michigan, Inc.;

- Avalon Cable of Michigan Holdings, Inc. ceased to be an obligor on the
exchanged notes and together with Avalon Cable of Michigan, Inc. became a
guarantor of the obligations of the Company under the exchanged notes;

- Avalon Michigan became an additional obligor on the Senior Subordinated
Notes replacing Avalon Cable of Michigan, Inc.; and

- Avalon Cable of Michigan, Inc. ceased to be an obligor on the Senior
Subordinated Notes and the credit facility and became a guarantor of the
obligations of Avalon Michigan under the Senior Subordinated Notes and
the credit facility.

As a result of the reorganization between entities under common control,
the Company accounted for the reorganization similar to a pooling-of-interests.
Under the pooling-of-interests method, the results of operations for Avalon
include the results of operations from the date of inception (June 2, 1998) of
Avalon Cable of Michigan, Inc. and the date of acquisition of the completed
acquisitions.

Avalon New England and Avalon Michigan provide cable service to the western
New England area and the state of Michigan, respectively. Avalon New England and
Avalon Michigan's cable systems offer customer packages of basic and premium
cable programming services which are offered at a per channel charge or are
packaged together to form a tier of services offered at a discount from the
combined channel rate. Avalon New England and Avalon Michigan cable systems also
provide premium cable services to their customers for an extra monthly charge.
Customers generally pay initial connection charges and fixed monthly fees for
cable programming and premium cable services, which constitute the principal
sources of revenue for Avalon New England and Avalon Michigan.

F-325
<PAGE> 571
AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. BASIS OF PRESENTATION

Pursuant to the rules and regulations of the Securities and Exchange
Commission, certain financial information has been condensed and certain
footnote disclosures have been omitted. Such information and disclosures are
normally included in financial statements prepared in accordance with generally
accepted accounting principles.

The consolidated financial statements herein include the accounts of the
Company and its wholly-owned subsidiaries.

These condensed financial statements should be read in conjunction with the
Company's audited financial statements as of December 31, 1998 and notes thereto
included elsewhere herein.

The financial statements as of June 30, 1999 and for the six month period
then ended are unaudited; however, in the opinion of management, such statements
include all adjustments (consisting solely of normal and recurring adjustments
except for the acquisition of Cross Country Cable, LLC ("Cross Country"), Nova
Cablevision, Inc., Nova Cablevision VI, L.P. and Nova Cablevision VII, L.P.
("Nova Cable"), Novagate Communication Corporation ("Novagate"), Traverse
Internet R/Com. L.C., the Mercom Merger and the contribution of assets and
liabilities by Avalon Cable of Michigan, Inc.) necessary to present fairly the
financial information included therein.

3. MERGER AND ACQUISITIONS

The Merger agreement between Michigan Holdings and Avalon Cable of
Michigan, Inc. permitted Avalon Cable of Michigan, Inc. to agree to acquire the
1,822,810 shares (approximately 38% of the outstanding stock) of Mercom that it
did not own (the "Mercom Acquisition"). On September 10, 1998 Avalon Cable of
Michigan, Inc. and Mercom entered into a definitive agreement (the "Mercom
Merger Agreement") providing for the acquisition by Avalon Cable of Michigan,
Inc. of all of such shares at a price of $12.00 per share. Avalon Cable of
Michigan, Inc. completed this acquisition in March 1999. The total estimated
consideration paid in conjunction with the Mercom acquisition, excluding fees
and expenses was $21,900. The purchase price was allocated as follows:
approximately $13,800 to the elimination of minority interest, $1,170 to
property, plant and equipment, $6,700 to cable franchises and the excess of
consideration paid over the fair market value of the net assets acquired, or
goodwill, of $240.

In March 1999, Avalon Cable of Michigan Inc. acquired the cable television
systems of Nova Cable for approximately $7,800, excluding transaction fees.

On January 21, 1999, the Company through its subsidiary, Avalon New England
subsidiaries, acquired Novagate for a purchase price of $2,900.

On March 26, 1999, the Company through its subsidiary, Avalon Michigan,
acquired the assets of R/Com, L.C., for a total purchase price of approximately
$450.

In January 1999, the Company acquired all of the issued and outstanding
Common Stock of Cross Country for a purchase price of approximately $2,500,
excluding transaction fees.

On April 1, 1999, the Company, through its subsidiary, Avalon New England,
acquired Traverse Internet for $2,400.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

fair market values. The excess of the consideration paid over the estimated fair
market values of the net assets acquired was $12,940 and is being amortized
using the straight line method over 15 years.

In July 1999, Avalon New England purchased all of the cable systems of
Taconic Technology Corporation for approximately $8,525 (excluding transaction
fees).

4. INCOME TAXES

Upon the closure of the Mercom merger, Mercom was dissolved as a separate
taxable entity which resulted in a change in tax status from a taxable entity to
a nontaxable entity. As a result, the Company recognized a tax benefit of $1,362
in its results of operations and eliminated its deferred taxes, net in the
balance sheet.

5. COMMITMENTS AND CONTINGENCIES

In connection with the acquisition of Mercom, former shareholders of Mercom
holding approximately 731,894 Mercom common shares or approximately 15.3% of all
outstanding Mercom common shares gave notice of their election to exercise
appraisal rights as provided by Delaware law. On July 2, 1999, former
shareholders of Mercom holding 535,501 shares of Mercom common stock filed a
petition for appraisal of stock in the Court of Chancery in the State of
Delaware. With respect to 209,893 of the total number of shares for which the
Company received notice, the Company received the notice of election from
beneficial holders of Mercom common shares and not from holders of record. The
Company believes that the notice with respect to the 209,893 shares did not
comply with Delaware law and is ineffective. The Company cannot predict at this
time the effect of the elections to exercise appraisal rights on the Company
since the Company does not know the extent to which these former shareholders
will continue to pursue appraisal rights under Delaware law or choose to abandon
these efforts and accept the consideration payable in the Mercom merger. If
these former shareholders continue to pursue their appraisal rights and if a
Delaware court were to find that the fair value of the Mercom common shares,
exclusive of any element of value arising from our acquisition of Mercom,
exceeded $12.00 per share, the Company would have to pay the additional amount
for each Mercom common share to the appraisal subject to the appraisal
proceedings together with a fair rate of interest. The Company could be ordered
by the Delaware court to pay reasonable attorney's fees and the fees and
expenses of experts for the shareholders. In addition, the Company would have to
pay their own litigation costs. The Company have already provided for the
consideration of $12.00 per Mercom common share due under the terms of our
merger with Mercom with respect to these shares but have not provided for any
additional amounts or costs. The Company can provide no assurance as to what a
Delaware court would find in any appraisal proceeding or when this matter will
be resolved. Accordingly, the Company cannot assure you that the ultimate
outcome would not have a material adverse effect on the Company.

F-327
<PAGE> 573
AVALON CABLE LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. PENDING MERGER

In May 1999, the Company signed an agreement with Charter Communications,
Inc. ("Charter Communications") under which Charter Communications agreed to
purchase Avalon Cable LLC's cable television systems and assume some of their
debt. The acquisition by Charter Communication is subject to regulatory
approvals. The Company expects to consummate this transaction in the fourth
quarter of 1999.

F-328
<PAGE> 574

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Managers of
Avalon Cable of Michigan Holdings, Inc. and Subsidiaries

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, changes in shareholders' equity
and cash flows present fairly, in all material respects, the financial position
of Avalon Cable of Michigan Holdings, Inc. and subsidiaries (collectively, the
"Company") at December 31, 1997 and 1998, and the results of their operations,
changes in shareholders' equity and their cash flows for the period from
September 4, 1997 (inception) through December 31, 1997, and for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statements presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
PRICEWATERHOUSECOOPERS LLP

New York, New York
March 30, 1999, except for Note 13,
as to which the date is May 13, 1999

F-329
<PAGE> 575

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash........................................................ $ 9,288 $ --
Accounts receivable, net of allowance for doubtful accounts
of $943................................................... 5,862 --
Prepayments and other current assets........................ 1,388 504
Accounts receivable from related parties.................... 124 --
Deferred income taxes....................................... 377 --
-------- ----
Current assets.............................................. 17,039 504
Property, plant and equipment, net.......................... 111,421 --
Intangible assets, net...................................... 462,117 --
Deferred charges and other assets........................... 1,302 --
-------- ----
Total assets................................................ $591,879 $504
======== ====
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of notes payable............................ $ 20 $ --
Accounts payable and accrued expenses....................... 11,646 --
Advance billings and customer deposits...................... 3,171 --
Accounts payable-affiliate.................................. 2,023 500
-------- ----
Current liabilities......................................... 16,860 500
Long-term debt.............................................. 402,949 --
Notes payable-affiliate..................................... 3,341 --
Deferred income taxes....................................... 80,811 --
-------- ----
Total liabilities........................................... 503,961 500
-------- ----
Commitments and contingencies (Note 11)..................... -- --
Minority interest........................................... 61,836 4
-------- ----
Stockholders equity:
Common stock................................................ -- --
Additional paid-in capital.................................. 35,000 --
Accumulated deficit......................................... (8,918) --
-------- ----
Total shareholders' equity.................................. 26,082 --
-------- ----
Total liabilities and shareholders' equity.................. $591,879 $504
======== ====
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-330
<PAGE> 576

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR SEPTEMBER 4, 1997
ENDED (INCEPTION) THROUGH
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
REVENUE:
Basic services.......................................... $14,976 $ --
Premium services........................................ 1,468 --
Other................................................... 1,743 --
------- -------
18,187 --
OPERATING EXPENSES:
Selling, general and administrative..................... 4,207 --
Programming............................................. 4,564 --
Technical and operations................................ 1,951 --
Depreciation and amortization........................... 8,183 --
------- -------
Loss from operations.................................... (718) --
Interest income......................................... 173 4
Interest expense........................................ (8,223) --
Other expense, net...................................... (65) --
------- -------
Income (loss) before income taxes....................... (8,833) 4
(Benefit) from income taxes............................. (2,754) --
------- -------
Income (loss) before minority interest and extraordinary
item.................................................. (6,079) 4
Minority interest in income of consolidated entity...... 1,331 (4)
------- -------
Income (loss) before extraordinary item................. (4,748) --
Extraordinary loss on extinguishment of debt (net of tax
of $1,743)............................................ (4,170) --
------- -------
Net income (loss)....................................... $(8,918) $ --
======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-331
<PAGE> 577

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 4, 1997 (INCEPTION) THROUGH DECEMBER 31, 1998

<TABLE>
<CAPTION>
COMMON ADDITIONAL TOTAL
SHARES COMMON PAID-IN ACCUMULATED SHAREHOLDERS'
OUTSTANDING STOCK CAPITAL DEFICIT EQUITY
----------- ------ ---------- ----------- -------------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net income from date of
inception through December
31, 1997.................... -- $-- $ -- $ -- $ --
Balance, January 1, 1998...... 100 -- -- -- --
Net loss...................... -- -- -- (8,918) (8,918)
Contributions by parent....... -- -- 35,000 -- 35,000
--- -- ------- ------- -------
Balance, December 31, 1998.... 100 $-- $35,000 $(8,918) $26,082
=== == ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-332
<PAGE> 578

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
SEPTEMBER 4, 1997
FOR THE YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31, 1998 DECEMBER 31, 1997
------------------ -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................... $ (8,918) $ 4
Extraordinary loss on extinguishment of debt............ 4,170 --
Depreciation and amortization........................... 8,183 --
Deferred income taxes, net.............................. 82,370 --
Provision for loss on accounts receivable............... 75 --
Increase in minority interest........................... 1,331 --
Accretion on senior discount notes...................... 1,083
Net change in certain assets and liabilities, net of
business acquisitions Increase in accounts
receivable............................................ (1,679) --
Increase in accounts receivable from related parties.... (124) --
Increase in prepayment and other current assets......... (884) (4)
Increase in accounts payable and accrued expenses....... 4,863 --
Increase in accounts payable to related parties......... 1,523 --
Increase in deferred revenue............................ 1,684 --
Change in Other, net.................................... 1,339
--------- ---------
Net cash provided by operating activities............... 92,338 --
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment.............. (11,468) --
Payment for acquisition................................. (554,402) --
--------- ---------
Net cash used in investing activities................... 565,870 --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of the Credit Facility....... 265,888 --
Principal payment on debt............................... (125,013) --
Proceeds from the issuance of senior subordinated
notes................................................. 150,000 --
Payments made on bridge loan............................ (105,000) --
Proceeds from bridge loan............................... 105,000 --
Proceeds from the senior discount notes................. 110,411 --
Proceeds from sale to minority interest................. 46,588 --
Proceeds from other notes payable....................... 600 --
Proceeds from the issuance of note payable affiliate.... 3,341 --
Payments made for debt financing costs.................. (3,995) --
Proceeds from the issuance of common stock.............. 35,000 --
--------- ---------
Net cash provided by financing activities............... 482,820 --
--------- ---------
Net increase in cash.................................... 9,288 --
Cash at beginning of the period......................... -- --
--------- ---------
Cash at end of the period............................... $ 9,288 $ --
--------- ---------
Supplemental disclosures of cash flow information.......
Cash paid during the year for Interest.................. $ 3,480 --
Income taxes............................................ -- $ --
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-333
<PAGE> 579

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

Avalon Cable of Michigan Holdings, Inc. ("the Company") was formed in June
1998, pursuant to the laws of the state of Delaware. Avalon Cable of Michigan
Inc. ("Avalon Michigan") was formed in June 1998, pursuant to the laws of the
state of Delaware as a wholly owned subsidiary of the Company. On June 3, 1998,
Avalon Michigan entered into an Agreement and Plan of Merger (the "Agreement")
among the Company, Cable Michigan, Inc. ("Cable Michigan") and Avalon Michigan,
pursuant to which Avalon Michigan will merge into Cable Michigan and Cable
Michigan will become a wholly owned subsidiary of the Company (the "Merger").

In accordance with the terms of the Agreement, each share of common stock,
par value $1.00 per share ("common stock"), of Cable Michigan outstanding prior
to the effective time of the Merger (other than treasury stock shares owned by
the Company or its subsidiaries, or shares as to which dissenters' rights have
been exercised) shall be converted into the right to receive $40.50 in cash (the
"Merger Consideration"), subject to certain possible closing adjustments.

In conjunction with the acquisition of Cable Michigan, Avalon Michigan
acquired Cable Michigan's 62% ownership interest in Mercom, Inc. ("Mercom").

On November 6, 1998, Avalon Michigan completed its merger into and with
Cable Michigan. The total consideration paid in conjunction with the merger,
including fees and expenses was $431,629, including repayment of all existing
Cable Michigan indebtedness and accrued interest of $135,205. Subsequent to the
merger, the arrangements with RCN and CTE for certain support services were
terminated. The Agreement also permitted Avalon Michigan to agree to acquire the
remaining shares of Mercom that it did not own.

The Company contributed $137,375 in cash to Avalon Michigan, which was used
to consummate the Merger. On November 5, 1998, the Company received $105,000 in
cash in exchange for promissory notes to lenders (the "Bridge Agreement"). On
November 6, 1998, the Company contributed the proceeds received from the Bridge
Agreement and an additional $35,000 in cash to Avalon Michigan in exchange for
100 shares of common stock.

On November 6, 1998, Avalon Cable of New England Holdings, Inc. contributed
its 100% interest in Avalon Cable of New England LLC ("Avalon New England") to
Avalon Cable LLC in exchange for a membership interest in Avalon Cable LLC. This
contribution was between entities under common control and was accounted for
similar to a pooling-of-interests. Under this pooling-of-interests method, the
results of operations for Avalon include the results of operations from the date
of inception (September 4, 1997) of Avalon New England. On that same date,
Avalon Cable LLC received $63,000 from affiliated entities, which was comprised
of (i) a $45,000 capital contribution by Avalon Investors, LLC ("Avalon
Investors") and (ii) a $18,000 promissory note from Avalon Cable Holdings LLC
("Avalon Holdings"), which was used to make a $62,800 cash contribution to
Avalon New England.

F-334
<PAGE> 580
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

On December 10, 1998, Avalon Cable LLC received a dividend distribution
from Avalon New England in the amount of $18,206, which was used by Avalon Cable
LLC to pay off the promissory note payable to Avalon Holdings, plus accrued
interest.

On March 26, 1999, after the acquisition of Mercom, Inc., the Company
completed a series of transactions to facilitate certain aspects of its
financing between affiliated entities under common control. As a result of these
transactions:

- Avalon Michigan contributed its assets and liabilities excluding deferred
tax liabilities, net to Avalon Cable LLC in exchange for an approximate
88% voting interest in Avalon Cable LLC. Avalon Cable LLC contributed
these assets and liabilities to its wholly-owned subsidiary, Avalon Cable
of Michigan LLC ("Avalon Michigan LLC");

- Avalon Michigan LLC has become the operator of the Michigan cluster
replacing Avalon Michigan;

- Avalon Michigan LLC is an obligor on the Senior Subordinated Notes
replacing Avalon Michigan; and

- Avalon Michigan is a guarantor of the obligations of Avalon Michigan LLC
under the Senior Subordinated Notes. Avalon Michigan does not have
significant assets, other than its investment in Avalon Cable LLC.

- The Company contributed the Senior Discount Notes to Avalon Cable LLC and
became a guarantor of the Senior Discount Notes. The Company does not
have significant assets, other than its 88% investment in Avalon Cable
LLC.

As a result of this reorganization between entities under common control,
the Company accounted for the reorganization similar to a pooling-of-interests.
Under the pooling-of-interests method, the results of operations include the
results of operations from the earliest date that a member became a part of the
control group by inception or acquisition. For the Company, the results of
operations are from the date of inception (September 4, 1997) for Avalon New
England, a wholly-owned subsidiary of Avalon Cable LLC.

Avalon Michigan has a majority-interest in Avalon Cable LLC. Avalon Cable
LLC wholly-owns Avalon Cable Holdings Finance, Avalon New England, and Avalon
Michigan LLC.

Avalon New England and Avalon Michigan provide cable service to the western
New England area and the state of Michigan, respectively. Avalon New England and
Avalon Michigan LLC's cable systems offer customer packages for basic cable
programming services which are offered at a per channel charge or packaged
together to form a tier of services offered at a discount from the combined
channel rate. Avalon New England and Avalon Michigan LLC's cable systems also
provide premium cable services to their customers for an extra monthly charge.
Customers generally pay initial connection charges and fixed monthly fees for
cable programming and premium cable services, which constitute the principle
sources of revenue for the Company.

F-335
<PAGE> 581
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The consolidated financial statements of the Company include the accounts
of the Company and of all its wholly and majority owned subsidiaries. All
significant transactions between the Company and its subsidiaries have been
eliminated.

Use of estimates

Revenue recognition

Revenues from cable services are recorded in the month the service is
provided. Installation fee revenue is recognized in the period in which the
installation occurs to the extent that direct selling costs meet or exceed
installation revenues.

Advertising expense

Advertising costs are expensed as incurred. Advertising expense charged to
operations was $82 for the year ended December 31, 1998.

Concentration of credit risk

Financial instruments which potentially expose the Company to a
concentration of credit risk include cash and subscriber and other receivables.
The Company had cash in excess of federally insured deposits at financial
institutions at December 31, 1998. The Company does not believe that such
deposits are subject to any unusual credit risk beyond the normal credit risk
associated with operating its business. The Company extends credit to customers
on an unsecured basis in the normal course of business. The Company maintains
reserves for potential credit losses and such losses, in the aggregate, have not
historically exceeded management's expectations. The Company's trade receivables
reflect a customer base centered in Michigan and New England. The Company
routinely assesses the financial strength of its customers; as a result,
concentrations of credit risk are limited.

Property, plant and equipment

Property, plant and equipment is stated at its fair value for items
acquired from Cable Michigan, historical cost for the minority interests' share
of Mercom property, plant and equipment and cost for additions subsequent to the
merger. Initial subscribers installation costs, including materials, labor and
overhead costs, are capitalized as a component of cable plant and equipment. The
cost of disconnection and reconnection are charged to expense when incurred.

F-336
<PAGE> 582
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

Depreciation is computed for financial statement purposes using the
straight-line method based on the following lives:

<TABLE>
<S> <C>
Buildings and improvements.................................. 10-25 years
Cable plant and equipment................................... 5-12 years
Vehicles.................................................... 5 years
Office furniture and equipment.............................. 5-10 years
</TABLE>

Intangible assets

Intangible assets represent the estimated fair value of cable franchises
and goodwill resulting from acquisitions. Cable franchises are amortized over a
period ranging from 13 to 15 years on a straight-line basis. Goodwill is the
excess of the purchase price over the fair value of the net assets acquired,
determined through an independent appraisal, and is amortized over 15 years
using the straight-line method. Deferred financing costs represent direct costs
incurred to obtain long-term financing and are amortized to interest expense
over the term of the underlying debt utilizing the effective interest method.

Accounting for impairments

No impairment losses have been recognized by the Company pursuant to SFAS
121.

Fair value of Financial Instruments

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:

a. The Company estimates that the fair value of all financial
instruments at December 31, 1998 does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet. The fair value of the notes payable-affiliate
are considered to be equal to carrying values since the Company believes
that its credit risk has not changed from the time this debt instrument was
executed and therefore, would obtain a similar rate in the current market.

b. The fair value of the cash and temporary cash investments
approximates fair value because of the short maturity of these instruments.

F-337
<PAGE> 583
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

Income taxes

The Company and Mercom file separate consolidated federal income tax
returns. The Company accounts for income taxes using Statement of Financial
Accounting Standards No. 109 -- "Accounting for Income Taxes". The statement
requires the use of an asset and liability approach for financial reporting
purposes. The asset and liability approach requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of temporary
differences between financial reporting basis and tax basis of assets and
liabilities. If it is more likely than not that some portion or all of a
deferred tax asset will not be realized, a valuation allowance is recognized.

3. MERGER AND ACQUISITIONS

F-338
<PAGE> 584
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

Following is the unaudited pro forma results of operations for the year
ended December 31, 1998, as if the Merger and acquisitions occurred on January
1, 1998:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
(UNAUDITED)
<S> <C>
Revenue..................................................... $ 96,751
========
Loss from operations........................................ $ (5,292)
========
Net loss.................................................... $(22,365)
========
</TABLE>

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

<TABLE>
<S> <C>
Cable plant and equipment................................... $106,602
Vehicles.................................................... 2,572
Buildings and improvements.................................. 1,026
Office furniture and equipment.............................. 2,234
Construction in process..................................... 768
--------
Total property, plant and equipment......................... 113,202
Less-accumulated depreciation............................... (1,781)
--------
Property, plant and equipment, net.......................... $111,421
========
</TABLE>

Depreciation expense was $1,781 for the year ended December 31, 1998.

5. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<S> <C>
Cable Franchise............................................. $374,773
Goodwill.................................................... 82,928
Deferred Financing Costs.................................... 10,658
Non-compete agreement....................................... 100
--------
Total....................................................... 468,459
Less-accumulated amortization............................... (6,342)
--------
Intangible assets, net...................................... $462,117
========
</TABLE>

F-339
<PAGE> 585
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

Amortization expense for the year ended December 31, 1998 was $6,342.

6. ACCOUNT PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

<TABLE>
<S> <C>
Accounts payable............................................ $ 5,321
Accrued corporate expenses.................................. 404
Accrued cable programming costs............................. 2,388
Accrued taxes............................................... 1,383
Other....................................................... 2,150
-------
$11,646
=======
</TABLE>

7. INCOME TAXES

The income tax provision (benefit) in the accompanying consolidated
financial statements of operations is comprised of the following:

<TABLE>
<CAPTION>
1998
-------
<S> <C>
Current
Federal..................................................... $ 243
State....................................................... --
-------
Total Current............................................... 243
-------
Deferred
Federal..................................................... (2,757)
State....................................................... (240)
-------
Total Deferred.............................................. (2,997)
-------
Total (benefit) for income taxes............................ $(2,754)
=======
</TABLE>

The benefit for income taxes is different from the amounts computed by
applying the U.S. statutory federal tax rate of 35% for 1998. The differences
are as follows:

<TABLE>
<CAPTION>
1998
-------
<S> <C>
(Loss) before (benefit) for income taxes.................... $(8,833)
=======
Federal tax (benefit) at statutory rates.................... (3,092)
State income taxes.......................................... (177)
Goodwill.................................................... 77
Benefit for taxes allocated to minority partners............ 84
-------
(Benefit) for income taxes.................................. (3,108)
=======
</TABLE>

<TABLE>
<CAPTION>
TAX NET
OPERATING EXPIRATION
YEAR LOSSES DATE
- ---- --------- ----------
<S> <C> <C>
1998................................................... $10,360 2018
</TABLE>

F-340
<PAGE> 586
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

Temporary differences that give rise to significant portion of deferred tax
assets and liabilities at December 31 are as follows:

<TABLE>
<CAPTION>
1998
--------
<S> <C>
NOL carryforwards........................................... $ 5,363
Alternative minimum tax credits............................. 141
Reserves.................................................... 210
Other, net.................................................. 309
--------
Total deferred assets....................................... 6,023
--------
Property, plant and equipment............................... (10,635)
Intangible assets........................................... (76,199)
--------
Total deferred liabilities.................................. (86,834)
--------
Subtotal.................................................... (80,811)
--------
Valuation allowance......................................... --
--------
Total deferred taxes........................................ $(80,811)
========
</TABLE>

The tax benefit related to the loss on extinguishment of debt results in
deferred tax, and it approximates the statutory U.S. tax rate. The tax benefit
of $2,036 related to the exercise of certain stock options of Cable Michigan
Inc. was charged directly to goodwill in conjunction with the closing of the
merger.

8. DEBT

At December 31, 1998, long-term debt consists of the following:

<TABLE>
<S> <C>
Senior Credit Facility...................................... $140,875
Senior Subordinated Notes................................... 150,000
Senior Discount Notes....................................... 111,494
Other Note Payable.......................................... 600
--------
402,969
Current portion............................................. 20
--------
$402,949
========
</TABLE>

Credit Facilities

In December 1998, Avalon New England retired the Term Loans and revolving
credit agreement through the proceeds of a capital contribution from Avalon
Cable LLC. The fees and associated costs relating to the early retirement of
this debt was $1,110.

F-341
<PAGE> 587
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

On November 6, 1998, Avalon Michigan became a co-borrower along with Avalon
New England and Avalon Cable Finance, Inc. (Avalon Finance), affiliated
companies, collectively referred to as the ("Co-Borrowers") on a $320,888 senior
credit facility, which includes term loan facilities consisting of (i) tranche A
term loans of $120,888 and (ii) tranche B term loans of $170,000 and a revolving
credit facility of $30,000 (collectively, the "Credit Facility"). Subject to
compliance with the terms of the Credit Facility, borrowings under the Credit
Facility will be available for working capital purposes, capital expenditures
and pending and future acquisitions. The ability to advance funds under the
tranche A term loan facility terminated on March 31, 1999. The tranche A term
loans are subject to minimum quarterly amortization payments commencing on
January 31, 2001 and maturing on October 31, 2005. The tranche B term loans are
scheduled to be repaid in two equal installments on July 31, 2006 and October
31, 2006. The revolving credit facility borrowings are scheduled to be repaid on
October 31, 2005.

On November 6, 1998, Avalon Michigan borrowed $265,888 under the Credit
Facility in order to consummate the Merger. In connection with the Senior
Subordinated Notes (as defined below) and Senior Discount Notes (as defined
below) offerings, Avalon Michigan repaid $125,013 of the Credit Facility, and
the availability under the Credit Facility was reduced to $195,000. Avalon
Michigan had borrowings of $11,300 and $129,575 outstanding under the tranche A
and tranche B term note facilities, and had available $30,000 for borrowings
under the revolving credit facility. Avalon New England and Avalon Finance had
no borrowings outstanding under the Credit Facility at December 31, 1998.

The interest rate under the Credit Facility is a rate based on either (i)
the base rate (a rate per annum equal to the greater of the Prime Rate and the
Federal Funds Effective Rate plus 1/2 of 1%) or (ii) the Eurodollar rate (a rate
per annum equal to the Eurodollar Base Rate divided by 1.00 less the
Eurocurrency Reserve Requirements) plus, in either case, the applicable margin.
As of December 31, 1998, the applicable margin was (a) with respect to the
tranche B term loans was 2.75% per annum for Base Rate loans and 3.75% per annum
for Eurodollar loans and (b) with respect to tranche A term loans and the
revolving credit facility was 2.00% per annum for Base Rate loans and 3.00% for
Eurodollar loans. The applicable margin for the tranche A term loans and the
revolving credit facility are subject to performance based grid pricing which is
determined based on upon the consolidated leverage ratio of the Co-Borrowers.
The interest rate for the tranche B term loans outstanding at December 31, 1998
was 9.19%. Interest is payable on a quarterly basis. Accrued interest on the
borrowings under the credit facility was $1,389 at December 31, 1998.

The obligations of the Co-Borrowers under the Credit Facility are secured
by substantially all of the assets of the Co-Borrowers. In addition, the
obligations of the Co-Borrowers under the Credit Facility are guaranteed by the
Company, Avalon Cable LLC, Avalon Cable Finance Holdings, Inc., Avalon Cable of
New England Holdings, Inc. and Avalon Cable Holdings, LLC.

F-342
<PAGE> 588
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

Subordinated Debt

In December 1998, Avalon Michigan became a co-issuer of a $150,000
principal balance, Senior Subordinated Notes ("Subordinated Notes") offering and
Michigan Holdings became a co-issuer of a $196,000, gross proceeds, Senior
Discount Notes (defined below) offering. In conjunction with these financings,
Avalon Michigan paid $18,130 to Avalon Finance as a partial payment against
Avalon Michigan's note payable-affiliate. Avalon Michigan paid $76 in interest
on this note payable-affiliate during the period from inception (June 2, 1998)
through December 31, 1998.

The Senior Subordinated Notes will not be redeemable at the Co-Borrowers'
option prior to December 1, 2003. Thereafter, the Senior Subordinated Notes will
be subject to redemption at any time at the option of the Co-Borrowers, in whole
or in part at the redemption prices (expressed as percentages of principal
amount) plus accrued and unpaid interest, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
December 1 of the years indicated below:

The scheduled maturities of the long-term debt are $2,000 in 2001, $4,000
in 2002, $72,479 in 2003, and the remainder thereafter.

F-343
<PAGE> 589
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

cash to 101% of the aggregate principal amount thereon plus accrued and unpaid
interest and Liquidated Damages (as defined in the Indentures) thereof, if any,
to the date of purchase.

The Senior Discount Notes

On December 3, 1998, the Company, Avalon Cable LLC and Avalon Cable
Holdings Finance, Inc. ("Holdings Co-Borrowers") issued $196.0 million aggregate
principal amount at maturity of 11 7/8% Senior Discount Notes ("Senior Discount
Notes") due 2008.

On December 1, 2003, the Holding Co-borrowers will be required to redeem an
amount equal to $369.79 per $1,000 principal amount at maturity of each Senior
Discount Note then outstanding on a pro rata basis at a redemption price of 100%
of the principal amount at maturity of the Senior Discount Notes so redeemed.

On or after December 1, 2003, the Senior Discount Notes will be subject to
redemption at any time at the option of the Holding Co-borrowers, in whole or in
part, at the redemption prices, which are expressed as percentages of principal
amount, shown below plus accrued and unpaid interest, if any, and liquidated
damages, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on December 1 of the years indicated below:

<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---- ----------
<S> <C>
2003..................................................... 105.938%
2004..................................................... 103.958%
2005..................................................... 101.979%
2006 and thereafter...................................... 100.000%
</TABLE>

Upon the occurrence of a Change of Control, each holder of Senior Discount
Notes will have the right to require the Holding Co-borrowers to repurchase all
or any part of such holder's Senior Discount Notes pursuant to a Change of
Control offer at an offer price in cash equal to

F-344
<PAGE> 590
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

101% of the aggregate principal amount thereof plus accrued and unpaid interest
and liquidated damages thereon, if any, to the date of purchase.

Note Payable

Mercom debt

In August 1997, the Mercom revolving credit agreement for $2,000 expired.
Mercom had no borrowings under the revolving credit agreement in 1996 or 1997.

On September 29, 1997, Avalon Michigan purchased and assumed all of the
bank's interest in the term credit agreement and the note issued thereunder.
Immediately after the purchase, the term credit agreement was amended in order
to, among other things, provide for less restrictive financial covenants,
eliminate mandatory amortization of principal and provide for a bullet maturity
of principal on December 31, 2002, and remove the change of control event of
default. Mercom's borrowings under the term credit agreement contain pricing and
security provisions substantially the same as those in place prior to the
purchase of the loan. The borrowings are secured by a pledge of the stock of
Mercom's subsidiaries and a first lien on certain of the assets of Mercom and
its subsidiaries, including inventory, equipment and receivables at December 31,
1998, $14,151 of principal was outstanding. The borrowings under the term credit
agreement are eliminated in the Company's consolidated balance sheet.

9. MINORITY INTEREST

The activity in minority interest for the year ended December 31, 1998 is
as follows:

<TABLE>
<CAPTION>
AVALON
CABLE
MERCOM LLC TOTAL
------- ------- -------
<S> <C> <C> <C>
Issuance of Class A units by Avalon Cable LLC....... -- 45,000 45,000
Issuance of Class B-1 units by Avalon Cable LLC..... -- 4,345 4,345
Allocated to minority interest prior to
restructuring..................................... -- 365 365
Purchase of Cable Michigan, Inc..................... 13,457 -- 13,457
Income (loss) allocated to minority interest........ 398 (1,729) (1,331)
------- ------- -------
Balance at December 31, 1998........................ $13,855 $47,981 $61,836
======= ======= =======
</TABLE>

10. EMPLOYEE BENEFIT PLANS

Avalon Michigan has a qualified savings plan under Section 401(K) of the
Internal Revenue Code. Contributions charged to expense for the period from
November 5, 1998 to December 31, 1998 was $30.

F-345
<PAGE> 591
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

11. COMMITMENTS AND CONTINGENCIES

Leases

Legal Matters

The Company and its subsidiaries are subject to regulation by the Federal
Communications Commission ("FCC") and other franchising authorities.

The Company and its subsidiaries are subject to the provisions of the Cable
Television Consumer Protection and Competition Act of 1992, as amended, and the
Telecommunications Act of 1996. The Company and its subsidiaries have either
settled challenges or accrued for anticipated exposures related to rate
regulation; however, there is no assurance that there will not be further
additional challenges to its rates.

12. RELATED PARTY TRANSACTIONS AND BALANCES

During 1998, Avalon New England received $3,341 from Avalon Holdings. In
consideration for this amount, Avalon New England executed a note payable to
Avalon Holdings. This note is recorded as note payable-affiliate on the balance
sheet at December 31, 1998. Interest accrues at the rate of 5.57% per year and
Avalon New England has recorded accrued interest on this note of $100 at
December 31, 1998.

13. SUBSEQUENT EVENT

F-346
<PAGE> 592
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

to the full accretion date) plus accrued and unpaid interest and Liquidated
Damages (as defined in the Indenture) thereof, if any, to the date of purchase.

F-347
<PAGE> 593

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash........................................................ $ 3,457 $ 9,288
Accounts receivable, net of allowance for doubtful accounts
of $1,509 and $943........................................ 6,158 5,862
Prepayments and other current assets........................ 1,121 1,388
Accounts receivable from related parties.................... -- 124
Deferred income taxes....................................... -- 377
-------- --------

Total Current assets........................................ 10,736 17,039
Property, plant and equipment, net.......................... 116,587 111,421
Intangible assets, net...................................... 470,041 462,117
Deferred charges and other assets........................... 1,107 1,302
-------- --------

Total assets................................................ $598,471 $591,879
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of notes payable............................ $ 25 $ 20
Accounts payable and accrued expenses....................... 13,983 11,646
Advance billings and customer deposits...................... 3,136 3,171
Accounts payable-affiliate.................................. 3,160 2,023
-------- --------

Total Current liabilities................................... 20,304 16,860
Long-term debt.............................................. 446,079 402,949
Notes payable-affiliate..................................... -- 3,341
Deferred income taxes....................................... 70,152 80,811
-------- --------

Total liabilities........................................... 536,535 503,961
-------- --------

Commitments and contingencies (Note 5)
Minority interest........................................... 45,627 61,836
Stockholders' equity
Common stock................................................ -- --
Additional paid-in capital.................................. 35,000 35,000
Accumulated deficit......................................... (18,691) (8,918)
-------- --------

Total stockholders' equity.................................. 16,309 26,082
-------- --------

Total liabilities and shareholders' equity.................. $598,471 $591,879
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-348
<PAGE> 594

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE SIX MONTHS
ENDED ENDED
JUNE 30, 1999 JUNE 30, 1998
------------------ ------------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
REVENUE
Basic services........................................... $ 42,064 $ 131
Premium services......................................... 4,079 15
Other.................................................... 5,626 8
-------- --------
Total Revenue............................................ 51,769 154
Operating expenses
Selling, general and administrative...................... 9,544 21
Programming.............................................. 13,966 39
Technical and operations................................. 5,932 17
Depreciation and amortization............................ 22,096 53
-------- --------
Income from operations................................... 231 24
Interest income.......................................... 708 --
Interest expense......................................... (23,246) (5)
-------- --------
Income loss before income taxes.......................... (22,307) 19
Benefit from income taxes................................ 10,180 --
-------- --------
Income (loss) before minority interest................... (12,127) 19
Minority interest in loss of consolidated entity......... 2,354 --
-------- --------
Net income (loss)........................................ $ (9,773) $ 19
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements
F-349
<PAGE> 595

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1999
-------------------------------------------------------------------
COMMON ADDITIONAL TOTAL
SHARES COMMON PAID-IN ACCUMULATED SHAREHOLDERS'
OUTSTANDING STOCK CAPITAL DEFICIT EQUITY
----------- ------ ---------- ----------- -------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998.... 100 $ -- $35,000 $ (8,918) $26,082
Net loss for the six months
ended June 30, 1999......... -- -- -- (9,773) (9,773)
--- ------ ------- -------- -------
Balance, June 30, 1999........ 100 $ -- $35,000 $(18,691) $16,309
=== ====== ======= ======== =======
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-350
<PAGE> 596

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE FOR THE
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1998
---------------- ----------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)......................................... $ (9,773) $ 19
Depreciation and amortization............................. 22,096 53
Accretion of Senior Discount Notes........................ 6,630 --
Decrease in minority interest............................. (2,354) --
Net change in certain assets and liabilities, net of
business acquisitions...................................
Decrease in accounts receivable........................... 247 22
(Increase)/decrease in prepayment and other assets........ 342 (16)
Increase in accounts payable and accrued expenses......... 2,440 152
Decrease in deferred revenue.............................. (35) (152)
Increase in accounts payable, net-affiliate............... 1,000 --
Deferred income taxes, net................................ (10,282) --
-------- -------
Net cash provided by operating activities................. 10,311 78
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment................ (9,881) (101)
Payment for acquisitions.................................. (39,420) (8,187)
-------- -------
Net cash used in investing activities..................... (49,301) (8,288)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in Notes payable-affiliate............ (3,341) 733
Capital Contribution...................................... -- 1,062
Proceeds from the issuance of the Credit Facility......... 36,500 6,700
-------- -------
Net cash provided by financing activities................. 33,159 8,495
-------- -------
Net increase (decrease) in cash........................... (5,831) 285
Cash at beginning of the period........................... 9,288 --
-------- -------
Cash at end of the period................................. $ 3,457 $ 285
======== =======
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-351
<PAGE> 597

AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(IN THOUSANDS)

1. DESCRIPTION OF BUSINESS

In accordance with the terms of the Agreement, each share of common stock,
par value $1.00 per share ("common stock"), of Cable Michigan outstanding prior
to the effective time of the Merger (other than treasury stock, shares owned by
the Company or its subsidiaries, or shares as to which dissenters' rights have
been exercised) shall be converted into the right to receive $40.50 in cash (the
"Merger Consideration"), subject to certain possible closing adjustments.

In conjunction with the acquisition of Cable Michigan, Avalon Michigan
acquired Cable Michigan's 62% ownership interest in Mercom, Inc. ("Mercom").

On November 6, 1998, Avalon Michigan completed its merger into and with
Cable Michigan. The total consideration paid in conjunction with the merger,
including fees and expenses was $431,629, including repayment of all existing
Cable Michigan indebtedness and accrued interest of $135,205. The Agreement also
permitted Avalon Michigan to agree to acquire the remaining shares of Mercom
that it did not own.

On November 6, 1998, Avalon Cable of New England Holdings, Inc contributed
its 100% interest in Avalon Cable of New England LLC ("Avalon New England") to
Avalon Cable LLC in exchange for a membership interest in Avalon Cable LLC. This
contribution was between entities under common control and was accounted for
similar to a pooling-of-interests. Under this pooling-of-interests method, the
results of operations for Avalon include the results of operations from the date
of inception (September 4, 1997) of Avalon New England. On November 6, 1998,
Avalon Cable LLC received $63,000 from affiliated entities, which was comprised
of (i) a $45,000 capital contribution by Avalon Investors, LLC ("Avalon
Investors") and (ii) a $18,000 promissory note from Avalon Cable Holdings LLC
("Avalon Holdings"), which was used to make a $62,800 cash contribution to
Avalon New England.

F-352
<PAGE> 598
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1999

On March 26, 1999, after the acquisition of Mercom, the Company completed a
series of transactions to facilitate certain aspects of its financing between
affiliated entities under common control. As a result of these transactions:

- The Company contributed the Senior Discount Notes and associated debt
finance costs to Avalon Cable LLC and became a guarantor of the Senior
Discount Notes.

- Avalon Michigan contributed its assets and liabilities excluding deferred
tax liabilities, net to Avalon Cable LLC in exchange for an approximate
88% voting interest in Avalon Cable LLC. Avalon Cable LLC contributed
these assets and liabilities, excluding the Senior Discount Notes and
associated debt finance costs, to its wholly-owned subsidiary, Avalon
Cable of Michigan LLC.

- Avalon Cable of Michigan LLC has become the operator of the Michigan
cluster replacing Avalon Michigan;

- Avalon Cable of Michigan LLC is an obligor on the Senior Subordinated
Notes replacing Avalon Michigan; and

- Avalon Michigan is a guarantor of the obligations of Avalon Cable of
Michigan LLC under the Senior Subordinated Notes. Avalon Michigan does
not have significant assets, other than its 88% investment in Avalon
Cable LLC at June 30, 1999.

As a result of this reorganization between entities under common control,
the Company accounted for the reorganization similar to a pooling-of-interests.
Under the pooling-of-interests method, the results of operations include the
results of operations from the earliest date that a member becomes a part of the
control group by inception or acquisition. For the Company, the results of
operations are from the date of inception (September 4, 1997) for Avalon New
England, a wholly-owned subsidiary of Avalon Cable LLC.

The Company has a majority interest in Avalon Cable LLC. Avalon Cable LLC
wholly-owns Avalon Cable Holdings Finance, Avalon New England, and Avalon Cable
of Michigan LLC.

Avalon Cable of Michigan LLC and Avalon New England provide cable services
to various areas in Michigan and New England, respectively. Avalon New England
and Avalon Michigan LLC's cable systems offer customer packages for basic cable
programming services which are offered at a per channel charge or packaged
together to form a tier of services offered at a discount from the combined
channel rate. Avalon New England and Avalon Cable of Michigan LLC's cable
systems also provide premium cable services to their customers for an extra
monthly charge. Customers generally pay initial connection charges and fixed
monthly fees for cable programming and premium cable services, which constitute
the principle sources of revenue for the Company.

Avalon Holdings Finance was formed for the sole purpose of facilitating
financings associated with the acquisition of various cable operating companies.
Avalon Cable Holdings Finance, Inc. conducts no other activities.

2. BASIS OF PRESENTATION

F-353
<PAGE> 599
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1999

These condensed financial statements should be read in conjunction with the
Company's audited financial statements at December 31, 1998 and notes thereto as
included elsewhere herein.

The condensed financial statements as of June 30, 1999 and for the six
month periods ended June 30, 1999 and 1998 are unaudited; however, in the
opinion of management, such statements include all adjustments (consisting
solely of normal and recurring adjustments except for the acquisition of Cross
Country Cable, LLC ("Cross Country"), Nova Cablevision, Inc., Nova Cablevision
VI, L.P. and Nova Cablevision VII, L.P. ("Nova Cable"), Novagate Communication
Corporation ("Novagate"), Traverse Internet, R/Com. L.C., the Mercom Merger and
the contribution of assets and liabilities by Avalon Michigan) necessary to
present fairly the financial information included therein.

3. MERGER AND ACQUISITIONS

The Merger agreement between the Company and Avalon Michigan permitted
Avalon Michigan to agree to acquire the 1,822,810 shares (approximately 38% of
the outstanding stock) of Mercom that it did not own (the "Mercom Acquisition").
On September 10, 1998 Avalon Michigan and Mercom entered into a definitive
agreement (the "Mercom Merger Agreement") providing for the acquisition by
Avalon Michigan of all of such shares at a price of $12.00 per share. Avalon
Michigan completed this acquisition in March 1999. The total estimated
consideration payable in conjunction with the Mercom Acquisition, excluding fees
and expenses was $21,900. The purchase price was allocated as follows:
approximately $13,800 to the elimination of minority interest, $1,170 to
property, plant and equipment, $6,700 to cable franchises and the excess of
consideration paid over the fair market value of the net assets acquired, or
goodwill, of $240.

In March 1999, Avalon Cable of Michigan Inc. acquired the cable television
systems of Nova Cable for approximately $7,800, excluding transaction fees.

On January 21, 1999, the Company through its subsidiary, Avalon Cable of
New England, LLC and subsidiaries, acquired Novagate for a purchase price of
$2,900.

On March 26, 1999, the Company through its subsidiary, Avalon Cable of
Michigan, LLC, acquired the assets of R/Com, L.C., for a total purchase price of
approximately $450.

In January 1999, the Company acquired all of the issued and outstanding
Common Stock of Cross Country for a purchase price of approximately $2,500,
excluding transaction fees.

On April 1, 1999, the Company, through its subsidiary Avalon New England,
acquired Traverse Internet for $2,400.

The acquisitions have been accounted for as purchases and the results of
the companies acquired have been included in the accompanying financial
statements since their acquisition dates. Accordingly, the consideration was
allocated to the net assets based on their respective fair market values. The
excess of the consideration paid over the estimated fair market values of the
net assets acquired was $12,940 and is being amortized using the straight line
method over 15 years.

In July 1999, Avalon New England purchased all of the cable systems of
Taconic Technology Corporation for approximately $8,525 (excluding transaction
fees).

F-354
<PAGE> 600
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1999

4. MINORITY INTEREST

The activity in minority interest for the six months ended June 30, 1999 is
as follow:

<TABLE>
<CAPTION>
AVALON
CABLE
MERCOM LLC TOTAL
------- ------- -------
<S> <C> <C> <C>
Balance at December 31, 1998........................ $13,855 $47,981 $61,836
Purchase of the minority interest of Mercom......... (13,855) -- (13,855)
Loss allocated to minority interest................. -- (2,354) (2,354)
------- ------- -------
-- $45,627 $45,627
======= ======= =======
</TABLE>

5. COMMITMENTS AND CONTINGENCIES

In connection with the acquisition of Mercom, former shareholders of Mercom
holding approximately 731,894 Mercom common shares or approximately 15.3% of all
outstanding Mercom common shares gave notice of their election to exercise
appraisal rights as provided by Delaware law. On July 2, 1999, former
shareholders of Mercom holding 535,501 shares of Mercom common stock filed a
petition for appraisal of stock in the Court of Chancery in the State of
Delaware. With respect to 209,893 of the total number of shares for which the
Company received notice, the Company received the notice of election from
beneficial holders of Mercom common shares and not from holders of record. The
Company believes that the notice with respect to the 209,893 shares did not
comply with Delaware law and is ineffective. The Company cannot predict at this
time the effect of the elections to exercise appraisal rights on the Company
since the Company does not know the extent to which these former shareholders
will continue to pursue appraisal rights under Delaware law or choose to abandon
these efforts and accept the consideration payable in the Mercom merger. If
these former shareholders continue to pursue their appraisal rights and if a
Delaware court were to find that the fair value of the Mercom common shares,
exclusive of any element of value arising from our acquisition of Mercom,
exceeded $12.00 per share, the Company would have to pay the additional amount
for each Mercom common share subject to the appraisal proceedings together with
a fair rate of interest. The Company could be ordered by the Delaware court also
to pay reasonable attorney's fees and the fees and expenses of experts for the
shareholders. In addition, the Company would have to pay their own litigation
costs. The Company have already provided for the consideration of $12.00 per
Mercom common share due under the terms of our merger with Mercom with respect
to these shares but have not provided for any additional amounts or costs. The
Company can provide no assurance as to what a Delaware court would find in any
appraisal proceeding or when this matter will be resolved. Accordingly, the
Company cannot assure you that the ultimate outcome would not have a material
adverse effect on the Company.

F-355
<PAGE> 601
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1999

6. PENDING MERGER

In May 1999, the Company signed an agreement with Charter Communications,
Inc. ("Charter Communications") under which Charter Communications agreed to
purchase the Company's cable television systems and assume some of their debt.
The acquisition by Charter Communications is subject to regulatory approvals.
The Company expects to consummate this transaction in the fourth quarter of
1999.

This agreement, if closed, would constitute a change in control under the
Indenture pursuant to which the Senior Subordinated Notes and the Senior
Discount Notes (collectively, the "Notes") were issued. The Indenture provides
that upon the occurrence of a change of control of the Company (a "Change of
Control") each holder of the Notes has the right to require the Company to
purchase all or any part (equal to $1,000 or an integral multiple thereof) of
such holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount thereon (or 101% of the accreted value for the Senior Discount
Notes as of the date of purchase if prior to full accretion date) plus accrued
and unpaid interest and Liquidated Damages (as defined in the Indenture)
thereof, if any, to the date of purchase.

This agreement, if closed, would represent a Change of Control which, on
the closing date, constitutes an event of default under the Credit Facility
giving the lender the right to terminate the credit commitment and declare all
amounts outstanding immediately due and payable. Charter Communications has
agreed to repay all amounts due under the credit facility or cause all events of
default under the credit facility arising from a change of control to be waived.

F-356
<PAGE> 602

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders of
Avalon Cable of Michigan, Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations and changes in shareholders'
deficit and of cash flows present fairly, in all material respects, the
financial position of Cable Michigan, Inc. and subsidiaries (collectively, the
"Company") at December 31, 1996 and 1997 and November 5, 1998, and the results
of their operations and their cash flows for each of the two years ended
December 31, 1996 and 1997 and the period from January 1, 1998 to November 5,
1998, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICEWATERHOUSECOOPERS LLP

New York, New York
March 30, 1999

F-357
<PAGE> 603

CABLE MICHIGAN, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash and temporary cash investments......................... $ 17,219 $ 6,093
Accounts receivable, net of reserve for doubtful accounts of
$541 at December 31, 1997 and $873 at November 5, 1998.... 3,644 4,232
Prepayments and other....................................... 663 821
Accounts receivable from related parties.................... 166 396
Deferred income taxes....................................... 1,006 541
-------- --------
Total current assets........................................ 22,698 12,083
Property, plant and equipment, net.......................... 73,836 77,565
Intangible assets, net...................................... 45,260 32,130
Deferred charges and other assets........................... 803 9,442
-------- --------
Total assets................................................ $142,597 $131,220
======== ========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current portion of long-term debt........................... $ -- $ 15,000
Accounts payable............................................ 5,564 8,370
Advance billings and customer deposits...................... 2,242 1,486
Accrued taxes............................................... 167 1,035
Accrued cable programming expense........................... 2,720 5,098
Accrued expenses............................................ 4,378 2,052
Accounts payable to related parties......................... 1,560 343
-------- --------
Total current liabilities................................... 16,631 33,384
Long-term debt.............................................. 143,000 120,000
Deferred income taxes....................................... 22,197 27,011
-------- --------
Total liabilities........................................... 181,828 180,395
-------- --------
Minority interest........................................... 14,643 14,690
-------- --------
Commitments and contingencies (Note 11)..................... -- --
Preferred Stock............................................. -- --
Common stock................................................ -- --
Common shareholders' deficit................................ (53,874) (63,865)
-------- --------
Total Liabilities and Shareholders' Deficit................. $142,597 $131,220
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-358
<PAGE> 604

CABLE MICHIGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE
DECEMBER 31, PERIOD FROM
------------------------ JANUARY 1, 1998 TO
1996 1997 NOVEMBER 5, 1998
---------- ---------- ------------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE
AND SHARE AMOUNTS)
<S> <C> <C> <C>
Revenues....................................... $ 76,187 $ 81,299 $ 74,521
Costs and expenses, excluding management fees
and depreciation and amortization............ 40,593 44,467 41,552
Management fees................................ 3,498 3,715 3,156
Depreciation and amortization.................. 31,427 32,082 28,098
Merger related expenses........................ -- -- 5,764
---------- ---------- ----------
Operating income............................... 669 1,035 (4,049)
Interest income................................ 127 358 652
Interest expense............................... (15,179) (11,751) (8,034)
Gain on sale of Florida cable system........... -- 2,571 --
Other (expense), net........................... (736) (738) (937)
---------- ---------- ----------
(Loss) before income taxes..................... (15,119) (8,525) (12,368)
(Benefit) from income taxes.................... (5,712) (4,114) (1,909)
---------- ---------- ----------
(Loss) before minority interest and equity in
unconsolidated entities...................... (9,407) (4,411) (10,459)
Minority interest in loss (income) of
consolidated entity.......................... 1,151 53 (75)
---------- ---------- ----------
Net (Loss)..................................... $ (8,256) $ (4,358) $ (10,534)
========== ========== ==========
Basic and diluted earnings per average common
share Net (loss) to shareholders............. $ (1.20) $ (.63) $ (1.53)
Average common shares and common stock
equivalents outstanding...................... 6,864,799 6,870,528 6,891,932
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-359
<PAGE> 605

CABLE MICHIGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
THE PERIOD FROM JANUARY 1, 1998 TO NOVEMBER 5, 1998
----------------------------------------------------------------------------
COMMON ADDITIONAL SHAREHOLDER'S TOTAL
SHARES COMMON PAID-IN NET SHAREHOLDERS'
OUTSTANDING STOCK CAPITAL DEFICIT INVESTMENT DEFICIT
----------- ------ ---------- -------- ------------- -------------
(DOLLARS IN THOUSANDS EXCEPT SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995..... 1,000 $ 1 $ -- $ -- $(73,758) $(73,757)
Net loss....................... -- -- -- -- (8,256) (8,256)
Transfers from CTE............. -- -- -- -- 2,272 2,272
--------- ------ ---- -------- -------- --------
Balance, December 31, 1996..... 1,000 1 -- -- (79,742) (79,741)
Net loss from 1/1/97 through
9/30/97...................... -- -- -- -- (3,251) (3,251)
Net loss from 10/1/97 through
12/31/97..................... -- -- -- (1,107) -- (1,107)
Transfers from RCN
Corporation.................. -- -- -- -- 30,225 30,225
Common stock issued in
connection with the
Distribution................. 6,870,165 6,870 -- (59,638) 52,768 --
--------- ------ ---- -------- -------- --------
Balance, December 31, 1997..... 6,871,165 6,871 -- (60,745) -- (53,874)
Net loss from January 1, 1998
to November 5, 1998.......... -- -- -- (10,534) -- (10,534)
Exercise of stock options...... 30,267 30 351 -- -- 381
Tax benefits of stock option
exercises.................... -- -- 162 -- -- 162
--------- ------ ---- -------- -------- --------
Balance, November 5, 1998...... 6,901,432 $6,901 $513 $(71,279) $ -- $(63,865)
========= ====== ==== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-360
<PAGE> 606

CABLE MICHIGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31, FOR THE PERIOD FROM
-------------------- JANUARY 1, 1998 TO
1996 1997 NOVEMBER 5, 1998
-------- --------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss).................................................. $ (8,256) $ (4,358) $(10,534)
Gain on pension curtailment/settlement...................... (855) -- --
Depreciation and amortization............................... 31,427 32,082 28,098
Deferred income taxes, net.................................. 988 (4,359) (3,360)
Provision for losses on accounts receivable................. 843 826 710
Gain on sale of Florida cable systems....................... -- (2,571) --
Increase (decrease) in minority interest.................... (1,151) (53) 47
Other non-cash items........................................ 2,274 1,914 --
Net change in certain assets and liabilities, net of
business acquisitions
Accounts receivable and customer deposits................... (1,226) (617) (2,054)
Accounts payable............................................ 1,365 2,234 2,806
Accrued expenses............................................ 125 580 52
Accrued taxes............................................... (99) 61 868
Accounts receivable from related parties.................... 567 1,549 (230)
Accounts payable to related parties......................... 1,314 (8,300) (1,217)
Other, net.................................................. 501 (644) (158)
-------- --------- --------
Net cash provided by operating activities................... 27,817 18,344 15,028
-------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment.................. (9,605) (14,041) (18,697)
Acquisitions, net of cash acquired.......................... -- (24) --
Proceeds from sale of Florida cable systems................. -- 3,496 --
Other....................................................... 390 560 --
-------- --------- --------
Net cash used in investing activities....................... (9,215) (10,009) (18,697)
-------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt.................................. -- 128,000 --
Redemption of long-term debt................................ (1,500) (17,430) (8,000)
Proceeds from the issuance of common stock.................. -- -- 543
Transfers from CTE.......................................... -- 12,500 --
Change in affiliate notes, net.............................. (16,834) (116,836) --
Payments made for debt financing costs...................... -- (647) --
-------- --------- --------
Net cash provided by (used in) financing activities......... (18,334) 5,587 (7,457)
Net increase/(decrease) in cash and temporary cash
investments............................................... 268 13,922 (11,126)
Cash and temporary cash investments at beginning of year.... 3,029 3,297 17,219
-------- --------- --------
Cash and temporary cash investments at end of year.......... $ 3,297 $ 17,219 $ 6,093
======== ========= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for Interest...................... $ 15,199 $ 11,400 $ 7,777
Income taxes................................................ 29 370 315
</TABLE>

Supplemental Schedule of Non-cash Investing and Financing Activities:

In September 1997, in connection with the transfer of CTE's investment in
Mercom to the Company, the Company assumed CTE's $15,000 Term Credit Facility.

Certain intercompany accounts receivable and payable and intercompany note
balances were transferred to shareholders' net investment in connection with
the Distribution described in note 1.

The accompanying notes are an integral part of these consolidated financial
statements.
F-361
<PAGE> 607

CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998

1. BACKGROUND AND BASIS OF PRESENTATION

Prior to September 30, 1997, Cable Michigan, Inc. and subsidiaries (the
"Company") was operated as part of C-TEC Corporation ("C-TEC"). On September 30,
1997, C-TEC distributed 100 percent of the outstanding shares of common stock of
its wholly owned subsidiaries, RCN Corporation ("RCN") and the Company to
holders of record of C-TEC's Common Stock and C-TEC's Class B Common Stock as of
the close of business on September 19, 1997 (the "Distribution") in accordance
with the terms of the Distribution Agreement dated September 5, 1997 among
C-TEC, RCN and the Company. The Company consists of C-TEC's Michigan cable
operations, including its 62% ownership in Mercom, Inc. ("Mercom"). In
connection with the Distribution, C-TEC changed its name to Commonwealth
Telephone Enterprises, Inc. ("CTE"). RCN consists primarily of C-TEC's bundled
residential voice, video and Internet access operations in the Boston to
Washington, D.C. corridor, its existing New York, New Jersey and Pennsylvania
cable television operations, a portion of its long distance operations and its
international investment in Megacable, S.A. de C.V. C-TEC, RCN, and the Company
continue as entities under common control until the Company completes the Merger
(as described below).

On June 3, 1998, the Company entered into an Agreement and Plan of Merger
(the "Agreement") among the Company, Avalon Cable of Michigan Holdings Inc.
("Avalon Holdings") and Avalon Cable of Michigan Inc. ("Avalon Sub"), pursuant
to which Avalon Sub will merge into the Company and the Company will become a
wholly owned subsidiary of Avalon Holdings (the "Merger").

In accordance with the terms of the Agreement, each share of common stock,
par value $1.00 per share ("common stock"), of the Company outstanding prior to
the effective time of the Merger (other than treasury stock, shares owned by
Avalon Holdings or its subsidiaries, or shares as to which dissenters' rights
have been exercised) shall be converted into the right to receive $40.50 in cash
(the "Merger Consideration"), subject to certain possible closing adjustments.

On November 6, 1998, the Company completed its merger into and with Avalon
Cable Michigan, Inc. The total consideration payable in conjunction with the
merger, including fees and expenses is approximately 431,600. Subsequent to the
merger, the arrangements with RCN and CTE (as described below) were terminated.
The Merger agreement also permitted the Company to agree to acquire the
remaining shares of Mercom that it did not own.

Cable Michigan provides cable services to various areas in the state of
Michigan. Cable Michigan's cable television systems offer customer packages for
basic cable programming services which are offered at a per channel charge or
packaged together to form a tier of services offered at a discount from the
combined channel rate. Cable Michigan's cable television systems also provide
premium cable services to their customers for an extra monthly charge. Customers
generally pay initial connection charges and fixed monthly fees for cable
programming and premium cable services, which constitute the principle sources
of revenue for the Company.

The consolidated financial statements have been prepared using the
historical basis of assets and liabilities and historical results of operations
of all wholly and majority owned subsidiaries. However, the historical financial
information presented herein reflects periods during which the Company did not
operate as an independent company and accordingly, certain assumptions were made
in preparing such financial information. Such information, therefore, may not
necessarily reflect the results of operations, financial condition or cash flows
of the Company

F-362
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CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

in the future or what they would have been had the Company been an independent,
public company during the reporting periods. All material intercompany
transactions and balances have been eliminated.

RCN's corporate services group has historically provided substantial
support services such as finance, cash management, legal, human resources,
insurance and risk management. Prior to the Distribution, the corporate office
of C-TEC allocated the cost for these services pro rata among the business units
supported primarily based on assets; contribution to consolidated earnings
before interest, depreciation, amortization, and income taxes; and number of
employees. In the opinion of management, the method of allocating these costs is
reasonable; however, such costs are not necessarily indicative of the costs that
would have been incurred by the Company on a stand-alone basis.

CTE, RCN and the Company have entered into certain agreements subsequent to
the Distribution, and governing various ongoing relationships, including the
provision of support services between the three companies, including a
distribution agreement and a tax-sharing agreement.

The fee per year for support services from RCN will be 4.0% of the revenues
of the Company plus a direct allocation of certain consolidated cable
administration functions of RCN. The direct charge for customer service along
with the billing service and the cable guide service will be a pro rata share
(based on subscribers) of the expenses incurred by RCN to provide such customer
service and to provide such billing and cable guide service for RCN and the
Company.

CTE has agreed to provide or cause to be provided to RCN and the Company
certain financial data processing services for a transitional period after the
Distribution. The fees for such services will be an allocated portion (based on
relative usage) of the cost incurred by CTE to provide such financial data
processing services to all three groups.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash and temporary cash investments

For purposes of reporting cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be temporary cash investments. Temporary cash investments are stated at cost,
which approximates market.

Property, plant and equipment and depreciation

Property, plant and equipment reflects the original cost of acquisition or
construction, including payroll and related costs such as taxes, pensions and
other fringe benefits, and certain general administrative costs.

F-363
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CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Depreciation is provided on the straight-line method based on the useful
lives of the various classes of depreciable property. The average estimated
lives of depreciable cable property, plant and equipment are:

<TABLE>
<S> <C>
Buildings................................................... 12-25 years
Cable television distribution equipment..................... 8.5-12 years
Vehicles.................................................... 5 years
Other equipment............................................. 12 years
</TABLE>

Maintenance and repair costs are charged to expense as incurred. Major
replacements and betterments are capitalized. Gain or loss is recognized on
retirements and dispositions.

Intangible assets

Intangible assets are amortized on a straight-line basis over the expected
period of benefit ranging from 5 to 19.3 years. Intangible assets include cable
franchises. The cable systems owned or managed by the Company are constructed
and operated under fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") that are generally
nonexclusive and are granted by local governmental authorities. The provisions
of these local franchises are subject to federal regulation. Costs incurred to
obtain or renew franchises are capitalized and amortized over the term of the
applicable franchise agreement.

Accounting for impairments

No impairment losses have been recognized by the Company pursuant to SFAS
121.

Revenue recognition

Revenues from cable programming services are recorded in the month the
service is provided. Installation fee revenue is recognized in the period in
which the installation occurs.

Advertising expense

Advertising costs are expensed as incurred. Advertising expense charged to
operations was $514, $560, and $505 in 1996, 1997, and for the period from
January 1, 1998 to November 5, 1998 respectively.

F-364
<PAGE> 610
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Stock-based compensation

The Company applies Accounting Principles Board Opinion No.
25 -- "Accounting for Stock Issued to Employees" ("APB 25") in accounting for
its stock plans. The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123 -- "Accounting for
Stock-Based Compensation" ("SFAS 123").

Earnings (loss) per share

The Company has adopted statement of Financial Accounting Standards No.
128 -- "Earnings Per Share" ("SFAS 128"). Basic earnings (loss) per share is
computed based on net income (loss) divided by the weighted average number of
shares of common stock outstanding during the period.

Diluted earnings (loss) per share is computed based on net income (loss)
divided by the weighted average number of shares of common stock outstanding
during the period after giving effect to convertible securities considered to be
dilutive common stock equivalents. The conversions of stock options during
periods in which the Company incurs a loss from continuing operations is not
assumed since the effect is anti-dilutive. The number of stock options which
would have been converted in 1997 and in 1998 and had a dilutive effect if the
Company had income from continuing operations are 55,602 and 45,531,
respectively.

For periods prior to October 1, 1997, during which the Company was a wholly
owned subsidiary of C-TEC, earnings (loss) per share was calculated by dividing
net income (loss) by one-fourth the average common shares of C-TEC outstanding,
based upon a distribution ratio of one share of Company common stock for each
four shares of C-TEC common equity owned.

Income taxes

The Company and Mercom file separate consolidated federal income tax
returns. Prior to the Distribution, income tax expense was allocated to C-TEC's
subsidiaries on a separate return basis except that C-TEC's subsidiaries receive
benefit for the utilization of net operating losses and investment tax credits
included in the consolidated tax return even if such losses and credits could
not have been used on a separate return basis. The Company accounts for income
taxes using Statement of Financial Accounting Standards No. 109 -- "Accounting
for Income Taxes". The statement requires the use of an asset and liability
approach for financial reporting purposes. The asset and liability approach
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between financial reporting
basis and tax basis of assets and liabilities. If it is more likely than not
that some portion or all of a deferred tax asset will not be realized, a
valuation allowance is recognized.

Reclassification

Certain amounts have been reclassified to conform with the current year's
presentation.

3. BUSINESS COMBINATION AND DISPOSITIONS

The Agreement between Avalon Cable of Michigan Holdings, Inc. and the
Company permitted the Company to agree to acquire the 1,822,810 shares
(approximately 38% of the outstanding stock) of Mercom that it did not own (the
"Mercom Acquisition"). On September 10, 1998 the Company and Mercom entered into
a definitive agreement (the "Mercom Merger Agreement") providing for the
acquisition by the Company of all of such shares at a price of $12.00 per share.
The Company completed this acquisition in March 1999. The total
F-365
<PAGE> 611
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

estimated consideration payable in conjunction with the Mercom Acquisition,
excluding fees and expenses was $21,900.

In March 1999, Avalon Michigan Inc. acquired the cable television systems
of Nova Cablevision, Inc., Nova Cablevision VI, L.P. and Nova Cablevision VII,
L.P. for approximately $7,800, excluding transaction fees.

In July 1997, Mercom sold its cable system in Port St. Lucie, Florida for
cash of approximately $3,500. The Company realized a pretax gain of $2,571 on
the transaction.

4. PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
<S> <C> <C>
Cable plant....................................... $158,655 $ 174,532
Buildings and land................................ 2,837 2,917
Furniture, fixtures and vehicles.................. 5,528 6,433
Construction in process........................... 990 401
-------- ---------
Total property, plant and equipment............... 168,010 184,283
Less accumulated depreciation..................... (94,174) (106,718)
-------- ---------
Property, plant and equipment, net................ $ 73,836 $ 77,565
======== =========
</TABLE>

Depreciation expense was $15,728, $16,431 and $14,968 for the years ended
December 31, 1996 and 1997, and the period from January 1, 1998 to November 5,
1998, respectively.

5. INTANGIBLE ASSETS

Intangible assets consist of the following at:

<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
<S> <C> <C>
Cable Franchises.................................. $134,889 $ 134,889
Noncompete agreements............................. 473 473
Goodwill.......................................... 3,990 3,990
Other............................................. 1,729 1,729
-------- ---------
Total............................................. 141,081 141,081
Less accumulated amortization..................... (95,821) (108,951)
-------- ---------
Intangible assets, net............................ $ 45,260 $ 32,130
======== =========
</TABLE>

Amortization expense charged to operations for the years ended December 31,
1996 and 1997 was $15,699 and $15,651, respectively, and $13,130 for the period
from January 1, 1998 to November 5, 1998.

F-366
<PAGE> 612
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. INCOME TAXES

The income tax provision (benefit) in the accompanying consolidated
financial statements of operations is comprised of the following:

<TABLE>
<CAPTION>
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
CURRENT
Federal............................................. $(6,700) $ 245 $ 320
State............................................... -- -- 28
------- ------- -------
Total Current....................................... (6,700) 245 348
------- ------- -------
DEFERRED:
Federal............................................. 988 (4,359) (2,074)
State............................................... -- -- (183)
------- ------- -------
Total Deferred...................................... 988 (4,359) (2,257)
------- ------- -------
Total (benefit) for income taxes.................... $(5,712) $(4,114) $(1,909)
======= ======= =======
</TABLE>

The benefit for income taxes is different from the amounts computed by
applying the U.S. statutory federal tax rate of 35% for 1996, 34% for 1997 and
35% for the period from January 1, 1998 to November 5, 1998. The differences are
as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, PERIOD FROM
------------------- JANUARY 1, 1998 TO
1996 1997 NOVEMBER 11, 1998
-------- ------- ------------------
<S> <C> <C> <C>
(Loss) before (benefit) for income
taxes.................................. $(15,119) $(8,525) $(12,368)
======== ======= ========
Federal tax (benefit) at statutory
rates.................................. (5,307) (2,899) (4,329)
State income taxes....................... -- -- (101)
Goodwill................................. 175 171 492
Increase (decrease) in valuation
allowance.............................. (518) (1,190) --
Nondeductible expenses................... -- 147 2,029
Benefit of rate differential applied to
reversing timing differences........... -- (424) --
Other, net............................... (62) 81 --
-------- ------- --------
(Benefit) for income taxes............... $ (5,712) $(4,114) $ (1,909)
======== ======= ========
</TABLE>

Mercom, which files a separate consolidated income tax return, has the
following net operating losses available:

<TABLE>
<CAPTION>
TAX NET
OPERATING EXPIRATION
YEAR LOSSES DATE
- ---- --------- ----------
<S> <C> <C>
1992..................................................... $ 435 2007
1995..................................................... $2,713 2010
</TABLE>

In 1997, Mercom was liable for Federal Alternative Minimum Tax (AMT). At
December 31, 1997 and at November 5, 1998, the cumulative minimum tax credits
are $141 and $141, respectively. This amount can be carried forward indefinitely
to reduce regular tax liabilities that exceed AMT in future years.

F-367
<PAGE> 613
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Temporary differences that give rise to a significant portion of deferred
tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
<S> <C> <C>
NOL carryforwards................................... $ 1,588 $ 1,132
Alternative minimum tax credits..................... 141 141
Reserves............................................ 753 210
Other, net.......................................... 230 309
-------- --------
Total deferred assets............................... 2,712 1,792
-------- --------
Property, plant and equipment....................... (11,940) (10,515)
Intangible assets................................... (11,963) (10,042)
-------- --------
Total deferred liabilities.......................... (23,903) (20,557)
-------- --------
Subtotal............................................ (21,191) (18,765)
Valuation allowance................................. -- --
-------- --------
Total deferred taxes................................ $(21,191) $(18,765)
======== ========
</TABLE>

In the opinion of management, based on the future reversal of taxable
temporary differences, primarily depreciation and amortization, the Company will
more likely than not be able to realize all of its deferred tax assets. As a
result, the net change in the valuation allowance for deferred tax assets during
1997 was a decrease of $1,262, which $72 related to Mercom of Florida.

Due to the sale of Mercom of Florida, the Company's deferred tax
liabilities decreased by $132.

7. DEBT

Long-term debt outstanding at November 5, 1998 is as follows:

<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
<S> <C> <C>
Term Credit Facility................................ $100,000 $100,000
Revolving Credit Facility........................... 28,000 20,000
Term Loan........................................... 15,000 15,000
-------- --------
Total............................................... 143,000 135,000
Current portion of long-term debt................... -- 15,000
-------- --------
Total Long-Term Debt................................ $143,000 $120,000
======== ========
</TABLE>

Credit Facility

The Company had an outstanding line of credit with a banking institution
for $3 million. No amounts were outstanding under this facility.

The Company has in place two secured credit facilities (the "Credit
Facilities") pursuant to a single credit agreement with a group of lenders for
which First Union National Bank acts as agent (the "Credit Agreement"), which
was effective as of July 1, 1997. The first is a five-year revolving credit
facility in the amount of $65,000 (the "Revolving Credit Facility"). The second
is an eight-year term credit facility in the amount of $100,000 (the "Term
Credit Facility").

F-368
<PAGE> 614
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The interest rate on the Credit Facilities will be, at the election of the
Company, based on either a LIBOR or a Base Rate option (6.25% at November 5,
1998) (each as defined in the Credit Agreement).

The entire amount of the Term Credit Facility has been drawn and as of
November 5, 1998, $100,000 of the principal was outstanding thereunder. The
entire amount of the Revolving Credit Facility is available to the Company until
June 30, 2002. As of November 5, 1998, $20,000 of principal was outstanding
thereunder. Revolving loans may be repaid and reborrowed from time to time.

The Term Credit Facility is payable over six years in quarterly
installments, from September 30, 1999 through June 30, 2005. Interest only is
due through June 1999. The Credit Agreement is currently unsecured.

The Credit Agreement contains restrictive covenants which, among other
things, require the Company to maintain certain debt to cash flow, interest
coverage and fixed charge coverage ratios and place certain limitations on
additional debt and investments. The Company does not believe that these
covenants will materially restrict its activities.

Term Loan

On September 30, 1997, the Company assumed all obligations of CTE under a
$15 million credit facility extended by a separate group of lenders for which
First Union National Bank also acts as agent (the "$15 Million Facility"). The
$15 Million Facility matures in a single installment on June 30, 1999 and is
collateralized by a first priority pledge of all shares of Mercom owned by the
Company. The $15 Million Facility has interest rate provisions (6.25% at
November 5, 1998), covenants and events of default substantially the same as the
Credit Facilities.

On November 6, 1998, the long-term debt of the Company was paid off in
conjunction with the closing of the merger.

Mercom debt

In August 1997, the Mercom revolving credit agreement for $2,000 expired.
Mercom had no borrowings under the revolving credit agreement in 1996 or 1997.

On September 29, 1997, the Company purchased and assumed all of the bank's
interest in the term credit agreement and the note issued thereunder.
Immediately after the purchase, the term credit agreement was amended in order
to, among other things, provide for less restrictive financial covenants,
eliminate mandatory amortization of principal and provide for a bullet maturity
of principal on December 31, 2002, and remove the change of control event of
default. Mercom's borrowings under the term credit agreement contain pricing and
security provisions substantially the same as those in place prior to the
purchase of the loan. The borrowings are secured by a pledge of the stock of
Mercom's subsidiaries and a first lien on certain of the assets of Mercom and
its subsidiaries, including inventory, equipment and receivables. At November 5,
1998, $14,151 of principal was outstanding. The borrowings under the term credit
agreement are eliminated in the Company's consolidated balance sheet.

8. COMMON STOCK AND STOCK PLANS

The Company has authorized 25,000,000 shares of $1 par value common stock,
and 50,000,000 shares of $1 par value Class B common stock. The Company also has
authorized

F-369
<PAGE> 615
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10,000,000 shares of $1 par value preferred stock. At November 5, 1998,
6,901,432 common shares are issued and outstanding.

In connection with the Distribution, the Company Board of Directors (the
"Board") adopted the Cable Michigan, Inc. 1997 Equity Incentive Plan (the "1997
Plan"), designed to provide equity-based compensation opportunities to key
employees when shareholders of the Company have received a corresponding benefit
through appreciation in the value of Cable Michigan Common Stock.

The 1997 Plan contemplates the issuance of incentive stock options, as well
as stock options that are not designated as incentive stock options,
performance-based stock options, stock appreciation rights, performance share
units, restricted stock, phantom stock units and other stock-based awards
(collectively, "Awards"). Up to 300,000 shares of Common Stock, plus shares of
Common Stock issuable in connection with the Distribution related option
adjustments, may be issued pursuant to Awards granted under the 1997 Plan.

All employees and outside consultants to the Company and any of its
subsidiaries and all Directors of the Company who are not also employees of the
Company are eligible to receive discretionary Awards under the 1997 Plan.

Unless earlier terminated by the Board, the 1997 Plan will expire on the
10th anniversary of the Distribution. The Board or the Compensation Committee
may, at any time, or from time to time, amend or suspend and, if suspended,
reinstate, the 1997 Plan in whole or in part.

Prior to the Distribution, certain employees of the Company were granted
stock option awards under C-TEC's stock option plans. In connection with the
Distribution, 380,013 options covering Common Stock were issued. Each C-Tec
option was adjusted so that each holder would hold options to purchase shares of
Commonwealth Telephone Enterprise Common Stock, RCN Common Stock and Cable
Michigan Common Stock. The number of shares subject to, and the exercise price
of, such options were adjusted to take into account the Distribution and to
ensure that the aggregate intrinsic value of the resulting RCN, the Company and
Commonwealth Telephone Enterprises options immediately after the Distribution
was equal to the aggregate intrinsic value of the C-TEC options immediately
prior to the Distribution.

F-370
<PAGE> 616
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Information relating to the Company stock options is as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
SHARES PRICE
--------- --------
<S> <C> <C>
Outstanding December 31, 1995............................... 301,000
Granted..................................................... 33,750 $ 8.82
Exercised................................................... (7,250) --
Canceled.................................................... (35,500) 10.01
------- ------
Outstanding December 31, 1996............................... 292,000 8.46
Granted..................................................... 88,013 8.82
Exercised................................................... -- --
Canceled.................................................... (375) 10.01
------- ------
Outstanding December 31, 1997............................... 379,638 8.82
Granted..................................................... 47,500 31.25
Exercised................................................... (26,075) 26.21
Canceled.................................................... (10,250) --
------- ------
Outstanding November 5, 1998................................ 390,813 $11.52
======= ======
Shares exercisable November 5, 1998......................... 155,125 $ 8.45
</TABLE>

The range of exercise prices for options outstanding at November 5, 1998
was $8.46 to $31.25.

No compensation expense related to stock option grants was recorded in
1997. For the period ended November 5, 1998 compensation expense in the amount
of $161 was recorded relating to services rendered by the Board.

Under the term of the Merger Agreement the options under the 1997 Plan vest
upon the closing of the merger and each option holder will receive $40.50 per
option.

Pro forma information regarding net income and earnings per share is
required by SFAS 123, and has been determined as if the Company had accounted
for its stock options under the fair value method of SFAS 123. The fair value of
these options was estimated at the date of grant using a Black Scholes option
pricing model with the following weighted average assumptions for the period
ended November 5, 1998. The fair value of these options was estimated at the
date of grant using a Black Scholes option pricing model with weighted average
assumptions for dividend yield of 0% for 1996, 1997 and 1998; expected
volatility of 39.5% for 1996, 38.6% prior to the Distribution and 49.8%
subsequent to the Distribution for 1997 and 40% for 1998; risk-free interest
rate of 5.95%, 6.52% and 5.68% for 1996, 1997 and 1998 respectively, and
expected lives of 5 years for 1996 and 1997 and 6 years for 1998.

The weighted-average fair value of options granted during 1997 and 1998 was
$4.19 and $14.97, respectively.

F-371
<PAGE> 617
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma net earnings and earnings per share were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS FOR THE PERIOD
ENDED DECEMBER 31, FROM JANUARY 1,
------------------ TO NOVEMBER 5,
1996 1997 1998
------- ------- ---------------
<S> <C> <C> <C>
Net (Loss) as reported........................... $(8,256) $(4,358) $(10,534)
Net (Loss) pro forma............................. (8,256) (4,373) (10,174)
Basic (Loss) per share-as reported............... (1.20) (0.63) (1.45)
Basic (Loss) per share-pro forma................. (1.20) (0.64) (1.48)
Diluted (Loss) per share-as reported............. (1.20) (0.63) (1.45)
Diluted (Loss) per share-pro forma............... (1.20) (0.64) (1.48)
</TABLE>

In November 1996, the C-TEC shareholders approved a stock purchase plan for
certain key executives (the "Executive Stock Purchase Plan" or "C-TEC ESPP").
Under the C-TEC ESPP, participants may purchase shares of C-TEC Common Stock in
an amount of between 1% and 20% of their annual base compensation and between 1%
and 100% of their annual bonus compensation and provided, however, that in no
event shall the participant's total contribution exceed 20% of the sum of their
annual compensation, as defined by the C-TEC ESPP. Participant's accounts are
credited with the number of share units derived by dividing the amount of the
participant's contribution by the average price of a share of C-TEC Common Stock
at approximately the time such contribution is made. The share units credited to
participant's account do not give such participant any rights as a shareholder
with respect to, or any rights as a holder or record owner of, any shares of
C-TEC Common Stock. Amounts representing share units that have been credited to
a participant's account will be distributed, either in a lump sum or in
installments, as elected by the participant, following the earlier of the
participant's termination of employment with the Company or three calendar years
following the date on which the share units were initially credited to the
participant's account. It is anticipated that, at the time of distribution, a
participant will receive one share of C-TEC Common Stock for each share unit
being distributed.

Following the crediting of each share unit to a participant's account, a
matching share of Common Stock is issued in the participant's name. Each
matching share is subject to forfeiture as provided in the C-TEC ESPP. The
issuance of matching shares will be subject to the participant's execution of an
escrow agreement. A participant will be deemed to be the holder of, and may
exercise all the rights of a record owner of, the matching shares issued to such
participant while such matching shares are held in escrow. Shares of restricted
C-TEC Common Stock awarded under the C-TEC ESPP and share units awarded under
the C-TEC ESPP that relate to C-TEC Common Stock were adjusted so that following
the Distribution, each such participant was credited with an aggregate
equivalent value of restricted shares of common stock of CTE, the Company and
RCN. In September 1997, the Board approved the Cable Michigan, Inc. Executive
Stock Purchase Plan, ("the "Cable Michigan ESPP"), with terms substantially the
same as the C-TEC ESPP. The number of shares which may be distributed under the
Cable Michigan ESPP as matching shares or in payment of share units is 30,000.

9. PENSIONS AND EMPLOYEE BENEFITS

Prior to the Distribution, the Company's financial statements reflect the
costs experienced for its employees and retirees while included in the C-TEC
plans.

F-372
<PAGE> 618
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Through December 31, 1996, substantially all employees of the Company were
included in a trusteed noncontributory defined benefit pension plan, maintained
by C-TEC. Upon retirement, employees are provided a monthly pension based on
length of service and compensation. C-TEC funds pension costs to the extent
necessary to meet the minimum funding requirements of ERISA. Substantially, all
employees of C-TEC's Pennsylvania cable television operations (formerly Twin
Country Trans Video, Inc.) were covered by an underfunded plan which was merged
into C-TEC's overfunded plan on February 28, 1996.

The information that follows relates to the entire C-TEC noncontributory
defined benefit plan. The components of C-TEC's pension cost are as follows for
1996:

<TABLE>
<S> <C>
Benefits earned during the year (service costs)............. $ 2,365
Interest cost on projected benefit obligation............... 3,412
Actual return on plan assets................................ (3,880)
Other components -- net..................................... (1,456)
-------
Net periodic pension cost................................... $ 441
=======
</TABLE>

The following assumptions were used in the determination of the
consolidated projected benefit obligation and net periodic pension cost (credit)
for December 31, 1996:

<TABLE>
<S> <C>
Discount Rate............................................... 7.5%
Expected long-term rate of return on plan assets............ 8.0%
Weighted average long-term rate of compensation increases... 6.0%
</TABLE>

The Company's allocable share of the consolidated net periodic pension
costs (credit), based on the Company's proportionate share of consolidated
annualized salaries as of the valuation date, was approximately $10 for 1996.
These amounts are reflected in operating expenses. As discussed below, no
pension cost (credit) was recognized in 1997.

In connection with the restructuring, C-TEC completed a comprehensive study
of its employee benefit plans in 1996. As a result of this study, effective
December 31, 1996, in general, employees of the Company no longer accrue
benefits under the defined benefit pension plans and became fully vested in
their benefit accrued through that date. C-TEC notified affected participants in
December 1996. In December 1996, C-TEC allocated pension plan assets of $6,984
and the related liabilities to a separate plan for employees who no longer
accrue benefits after sum distributions. The allocation of assets and
liabilities resulted in a curtailment/settlement gain of $4,292. The Company's
allocable share of this gain was $855. This gain results primarily from the
reduction of the related projected benefit obligation. The curtailed plan has
assets in excess of the projected benefit obligation.

C-TEC sponsors a 401(k) savings plan covering substantially all employees
of the Company who are not covered by collective bargaining agreements.
Contributions made by the Company to the 401(k) plan are based on a specific
percentage of employee contributions. Contributions charged to expense were $128
in 1996. Contributions charged to expense in 1997 prior to the Distribution were
$107.

In connection with the Distribution, the Company established a qualified
saving plan under Section 401(k) of the Code. Contributions charged to expense
in 1997 were $53. Contributions charged to expense for the period from January
1, 1998 to November 5, 1998 were $164.

F-373
<PAGE> 619
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. COMMITMENTS AND CONTINGENCIES

Total rental expense, primarily for office space and pole rental, was $984,
$908 and $1,077 for the year ended December 31, 1996, 1997 and for the period
from January 1, 1998 to November 5, 1998, respectively. Rental commitments are
expected to continue to approximate $1 million a year for the foreseeable
future, including pole rental commitments which are cancelable.

The Company is subject to the provisions of the Cable Television Consumer
Protection and Competition Act of 1992, as amended, and the Telecommunications
Act of 1996. The Company has either settled challenges or accrued for
anticipated exposures related to rate regulation; however, there is no assurance
that there will not be further additional challenges to its rates. The 1996
statements of operations include charges aggregating approximately $833 relating
to cable rate regulation liabilities. No additional charges were incurred in the
year ended December 31, 1997 and for the period from January 1, 1998 to November
5, 1998.

The Company has agreed to indemnify RCN and C-TEC and their respective
subsidiaries against any and all liabilities which arise primarily from or
relate primarily to the management or conduct of the business of the Company
prior to the effective time of the Distribution. The Company has also agreed to
indemnify RCN and C-TEC and their respective subsidiaries against 20% of any
liability which arises from or relates to the management or conduct prior to the
effective time of the Distribution of the businesses of C-TEC and its
subsidiaries and which is not a true C-TEC liability, a true RCN liability or a
true Company liability.

The Tax Sharing Agreement, by and among the Company, RCN and C-TEC (the
"Tax Sharing Agreement"), governs contingent tax liabilities and benefits, tax
contests and other tax matters with respect to tax returns filed with respect to
tax periods, in the case of the Company, ending or deemed to end on or before
the Distribution date. Under the Tax Sharing Agreement, adjustments to taxes
that are clearly attributable to the Company group, the RCN group, or the C-TEC
group will be borne solely by such group. Adjustments to all other tax
liabilities will be borne 50% by C-TEC, 20% by the Company and 30% by RCN.

Notwithstanding the above, if as a result of the acquisition of all or a
portion of the capital stock or assets of the Company, the Distribution fails to
qualify as a tax-free distribution under Section 355 of the Internal Revenue
Code, then the Company will be liable for any and all increases in tax
attributable thereto.

F-374
<PAGE> 620
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. AFFILIATE AND RELATED PARTY TRANSACTIONS

The Company has the following transactions with affiliates:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE
ENDED PERIOD ENDED
----------------- NOVEMBER 5,
1996 1997 1998
------- ------ ------------
<S> <C> <C> <C>
Corporate office costs allocated to the Company... $ 3,498 $3,715 $1,866
Cable staff and customer service costs allocated
from RCN Cable.................................. 3,577 3,489 3,640
Interest expense on affiliate notes............... 13,952 8,447 795
Royalty fees charged by CTE....................... 585 465 --
Charges for engineering services.................. 296 -- --
Other affiliate expenses.......................... 189 171 157
</TABLE>

In addition, RCN has agreed to obtain programming from third party
suppliers for Cable Michigan, the costs of which will be reimbursed to RCN by
Cable Michigan. In those circumstances where RCN purchases third party
programming on behalf of both RCN and the Company, such costs will be shared by
each company, on a pro rata basis, based on each company's number of
subscribers.

At December 31, 1997 and November 5, 1998, the Company has accounts
receivable from related parties of $166 and $396 respectively, for these
transactions. At December 31, 1997 and November 5, 1998, the Company has
accounts payable to related parties of $1,560 and $343 respectively, for these
transactions.

The Company had a note payable to RCN Corporation of $147,567 at December
31, 1996 primarily related to the acquisition of the Michigan cable operations
and its subsequent operations. The Company repaid approximately $110,000 of this
note payable in 1997. The remaining balance was transferred to shareholder's net
investment in connection with the Distribution.

12. OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK

The Company places its cash and temporary investments with high credit
quality financial institutions. The Company also periodically evaluates the
creditworthiness of the institutions with which it invests. The Company does,
however, maintain unsecured cash and temporary cash investment balances in
excess of federally insured limits.

The Company's trade receivables reflect a customer base centered in the
state of Michigan. The Company routinely assesses the financial strength of its
customers; as a result, concentrations of credit risk are limited.

13. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:

a. The fair value of the revolving credit agreement is considered to
be equal to carrying value since the debt re-prices at least every six
months and the Company believes that its credit risk has not changed from
the time the floating rate debt was borrowed and therefore, would obtain
similar rates in the current market.

F-375
<PAGE> 621
CABLE MICHIGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

b. The fair value of the cash and temporary cash investments
approximates fair value because of the short maturity of these instruments.

14. QUARTERLY INFORMATION (UNAUDITED)

The Company estimated the following quarterly data based on assumptions
which it believes are reasonable. The quarterly data may differ from quarterly
data subsequently presented in interim financial statements.

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
<S> <C> <C> <C> <C>
1998
Revenue.................................. $20,734 $22,311 $22,735 $ 8,741
Operating income before depreciation,
amortization, and management fees...... 9,043 10,047 10,185 12,277
Operating income (loss).................. 7,000 (3,324) (674) (7,051)
Net (loss)............................... (1,401) (5,143) (2,375) (1,615)
Net (loss) per average Common Share...... (0.20) (0.75) (0.34) (.23)
1997
Revenue.................................. $19,557 $20,673 $20,682 $20,387
Operating income before depreciation,
amortization, and management fees...... 8,940 9,592 9,287 9,013
Operating income (loss).................. 275 809 (118) 69
Net (loss)............................... N/A N/A N/A (1,107)
Net (loss) per average Common Share...... N/A N/A N/A $ (.16)
</TABLE>

The fourth quarter information for the quarter ended December 31, 1998
includes the results of operations of the Company for the period from October 1,
1998 through November 5, 1998.

F-376
<PAGE> 622

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Managers
of Avalon Cable of New England LLC

In our opinion, the accompanying balance sheet and the related statements
of operations, partners' equity (deficit) and of cash flows present fairly, in
all material respects, the financial position of Amrac Clear View, a Limited
Partnership, (the "Partnership"), as of May 28, 1998 and the results of its
operations and its cash flows for the period ended May 28, 1998, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Partnership's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
September 11, 1998

F-377
<PAGE> 623

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

BALANCE SHEET
MAY 28, 1998

<TABLE>
<S> <C>
ASSETS
Current Assets
Cash and cash equivalents................................... $ 415,844
Subscribers and other receivables, net of allowance for
doubtful accounts of $16,445.............................. 45,359
Prepaid expenses and other current assets................... 129,004
----------
Total current assets........................................ 590,207
Property, plant and equipment, net.......................... 483,134
----------
$1,073,341
==========
</TABLE>

<TABLE>
<S> <C>
LIABILITIES AND PARTNERS' EQUITY
Accounts payable............................................ $ 57,815
Accrued expenses............................................ 84,395
----------
Total current liabilities................................... 142,210
----------
Commitments and contingencies (Note 7)
Partners' equity............................................ 931,131
----------
$1,073,341
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-378
<PAGE> 624

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH MAY 28, 1998

<TABLE>
<S> <C>
REVENUE:
Basic services.............................................. $651,878
Premium services............................................ 78,365
Other....................................................... 49,067
--------
779,310
--------
OPERATING EXPENSES:
Programming................................................. 193,093
Selling, general and administrative......................... 151,914
Technical and operations.................................... 98,628
Depreciation and amortization............................... 47,268
Management fees............................................. 41,674
--------
Income from operations...................................... 246,733
Interest income............................................. 2,319
Interest (expense).......................................... (1,871)
--------
Net income.................................................. $247,181
========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-379
<PAGE> 625

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH MAY 28, 1998

<TABLE>
<CAPTION>
CLASS A CLASS B INVESTOR
GENERAL LIMITED LIMITED LIMITED
PARTNER PARTNER PARTNER PARTNERS TOTAL
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Partners' (deficit) equity at
December 31, 1997................ $(6,756) $(6,756) $(2,703) $700,165 $683,950
Net income......................... 6,180 6,180 2,472 232,349 247,181
------- ------- ------- -------- --------
Partners' equity at May 28,
1998............................. $ (576) $ (576) $ (231) $932,514 $931,131
------- ------- ------- -------- --------
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-380
<PAGE> 626

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH MAY 28, 1998

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................. $247,181
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization............................... 47,268
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Decrease in subscribers and other receivables............... 21,038
Increase in prepaid expenses and other current assets....... (52,746)
Increase in accounts payable................................ 9,866
Increase in accrued expenses................................ 3,127
--------
Net cash provided by operating activities................... 275,734
--------
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures........................................ (61,308)
--------
Cash flows for financing activities Repayment of long-term
debt...................................................... (560,500)
--------
Net increase in cash and cash equivalents................... (346,074)
--------
Cash and cash equivalents, beginning of the period.......... 761,918
--------
Cash and cash equivalents, end of the period................ $415,844
========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest.................................................... $ 6,939
========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-381
<PAGE> 627

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF BUSINESS

The Partnership is a Massachusetts limited partnership created pursuant to
a Limited Partnership Agreement, dated as of October 1, 1986, as amended (the
"Partnership Agreement"), by and among (1) Amrac Telecommunications as the
general partner (the "General Partner"), (2) Clear View Cablevision, Inc. as the
class A limited partner (the "Class A Limited Partner"), (3) Schuparra
Properties, Inc., as the class B limited partner (the "Class B Limited
Partner"), and (4) those persons admitted to the Partnership from time to time
as investor limited partners (the "Investor Limited Partner").

The Partnership provides cable television service to the towns of Hadley
and Belchertown located in western Massachusetts. At May 28, 1998, the
Partnership provided services to approximately 5,100 customers residing in those
towns.

The Partnership's cable television systems offer customer packages of basic
and cable programming services which are offered at a per channel charge or are
packaged together to form a tier of services offered at a discount from the
combined channel rate. The Partnership's cable television systems also provide
premium television services to their customers for an extra monthly charge.
Customers generally pay initial connection charges and fixed monthly fees for
cable programming and premium television services, which constitute the
principal sources of revenue for the Partnership.

On October 7, 1997, the Partnership entered into a definitive agreement
with Avalon Cable of New England LLC ("Avalon New England") whereby Avalon New
England would purchase the assets and operations of the Partnership for
$7,500,000. This transaction was consummated and became effective on May 29,
1998. The assets and liabilities at May 28, 1998, have not been adjusted or
reclassified to reflect this transaction.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments purchased with
an initial maturity of three months or less.

Revenue Recognition

Revenue is recognized as cable television services are provided.

Concentration of Credit Risk

Financial instruments which potentially expose the Partnership to a
concentration of credit risk include cash, cash equivalents and subscriber and
other receivables. The Partnership does not believe that such deposits are
subject to any unusual credit risk beyond the normal credit risk associated with
operating its business. The Partnership extends credit to customers on an
unsecured basis in the normal course of business. The Partnership maintains
reserves for

F-382
<PAGE> 628
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

potential credit losses and such losses, in the aggregate, have not historically
exceeded management's expectations.

Property and Equipment

Property and equipment is stated at cost. Initial subscriber installation
costs, including material, labor and overhead costs, are capitalized as a
component of cable plant and equipment. Depreciation is computed for financial
statement purposes using the straight-line method based upon the following
lives:

<TABLE>
<S> <C>
Cable plant and equipment................................... 10 years
Office furniture and equipment.............................. 5 to 10 years
Vehicles.................................................... 6 years
</TABLE>

Financial Instruments

The Partnership estimates that the fair value of all financial instruments
at May 28, 1998 does not differ materially from the aggregate carrying values of
its financial instruments recorded in the accompanying balance sheet.

Income Taxes

The Partnership is not subject to federal and state income taxes.
Accordingly, no recognition has been given to income taxes in the accompanying
financial statements of the Partnership since the income or loss of the
Partnership is to be included in the tax returns of the individual partners.

Allocation of Profits and Losses and Distributions of Cash Flow

Partnership profits and losses (other than those arising from capital
transactions, described below) and distributions of cash flow are allocated 94%
to the Investor Limited Partners, 2.5% to the Class A Limited Partner, 1% to the
Class B Limited Partner and 2.5% to the General Partner until Payout (as defined
in the Partnership Agreement) and after Payout, 65% to the Investor Limited
Partners, 15% to the Class A Limited Partner, 5% to the Class B Limited Partner
and 15% to the General Partner.

Partnership profits and capital transactions are allocated first, in
proportion to the partners' respective capital accounts until their respective
account balances are zero and second, in proportion to any distributed cash
proceeds resulting from the capital transaction and third, any remaining profit,
if any, is allocated 65% to the Investor Limited Partners, 15% to the Class A
Limited Partner, 5% to the Class B Limited Partner, and 15% to the General
Partner.

Partnership losses from capital transactions are allocated first, in
proportion to the partners' respective capital accounts until their respective
account balances are zero and, second, any remaining loss, if any, is allocated
65% to the Investor Limited Partners, 15% to the Class A Limited Partner, 5% to
the Class B Limited Partner, and 15% to the General Partner.

New Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income," which establishes standards for
reporting and display of comprehensive income and its components in financial
statements. SFAS No. 130 states that comprehensive income includes reported net
income of a company, adjusted for items that are

F-383
<PAGE> 629
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

currently accounted for as direct entries to equity, such as the net unrealized
gain or loss on securities available for sale. SFAS No. 130 is effective for
both interim and annual periods beginning after December 15, 1997. Management
does not anticipate that adoption of SFAS No. 130 will have a material effect on
the financial statements.

In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of
an Enterprise and Related Information," which establishes standards for
reporting by public companies about operating segments of their business. SFAS
No. 131 also establishes standards for related disclosures about products and
services, geographic areas, and major customers. SFAS No. 131 is effective for
periods beginning after December 15, 1997. Management does not anticipate that
the adoption of SFAS No. 131 will have a material effect on the financial
statements.

3. PREPAID EXPENSES AND OTHER CURRENT ASSETS

At May 28, 1998, prepaid expenses and other current assets consist of the
following:

<TABLE>
<S> <C>
Deferred transaction costs.................................. $ 91,024
Other....................................................... 37,980
--------
$129,004
========
</TABLE>

Deferred transaction costs consist primarily of attorney fees related to
the sale of assets of the Partnership (Note 1).

4. PROPERTY, PLANT AND EQUIPMENT

At May 28, 1998, property, plant and equipment consists of the following:

<TABLE>
<S> <C>
Cable plant and equipment................................... $ 3,460,234
Office furniture and equipment.............................. 52,531
Vehicles.................................................... 32,468
-----------
3,545,233
Accumulated depreciation.................................... (3,062,099)
-----------
$ 483,134
===========
</TABLE>

Depreciation expense was $47,018 for the period from January 1, 1998
through May 28, 1998.

5. ACCRUED EXPENSES

At May 28, 1998, accrued expenses consist of the following:

<TABLE>
<S> <C>
Accrued compensation and benefits........................... $17,004
Accrued programming costs................................... 24,883
Accrued legal costs......................................... 25,372
Other....................................................... 17,136
-------
$84,395
=======
</TABLE>

6. LONG-TERM DEBT

The Partnership repaid its term loan, due to a bank, on January 15, 1998.
Interest on the loan was paid monthly and accrued at the bank's prime rate plus
2% (10.5% at December 31,

F-384
<PAGE> 630
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

1997). The loan was collateralized by substantially all of the assets of the
Partnership and a pledge of all partnership interests. The total principal
outstanding at December 31, 1997 was $560,500.

7. COMMITMENTS AND CONTINGENCIES

The Partnership rents poles from utility companies for use in its
operations. These rentals amounted to approximately $15,918 of rent expense
during the period. While rental agreements are generally short-term, the
Partnership anticipates such rentals will continue in the future. The
Partnership leases office facilities and various items of equipment under
month-to-month operating leases. Rental expense under operating leases amounted
to $8,171 during the period.

The operations of the Partnership are subject to regulation by the Federal
Communications Commission and various franchising authorities.

From time to time the Partnership is also involved with claims that arise
in the normal course of business. In the opinion of management, the ultimate
liability with respect to these claims will not have a material adverse effect
on the operations, cash flows or financial position of the Partnership.

8. RELATED PARTY TRANSACTIONS

The Partnership believes that these fees and allocations were made on a
reasonable basis. However, the amounts paid are not necessarily indicative of
the level of expenses that might have been incurred had the Partnership
contracted directly with third parties. The Partnership has not attempted to
obtain quotes from third parties to determine what the cost of obtaining such
services from third parties would have been.

F-385
<PAGE> 631

INDEPENDENT AUDITORS' REPORT

To the Partners of
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

We have audited the accompanying balance sheets of Amrac Clear View, a
Limited Partnership as of December 31, 1996 and 1997, and the related statements
of net earnings, changes in partners' equity (deficit) and cash flows for each
of the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on the financial statements based on our
audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Amrac Clear View, a Limited
Partnership as of December 31, 1996 and 1997, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1997 in conformity with generally accepted accounting principles.

GREENFIELD, ALTMAN, BROWN, BERGER & KATZ, P.C.

Canton, Massachusetts
February 13, 1998

F-386
<PAGE> 632

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

BALANCE SHEETS
AT DECEMBER 31, 1996 AND 1997

<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................... $ 475,297 $ 761,918
Subscribers and other receivables, net of allowance for
doubtful accounts of $2,500 in 1996 and $3,000 in 1997.... 49,868 66,397
Prepaid expenses:
Legal....................................................... -- 53,402
Miscellaneous............................................... 28,016 20,633
---------- ----------
Total current assets........................................ 553,181 902,350
---------- ----------
Property and equipment, net of accumulated depreciation
$2,892,444 in 1996 and $3,015,081 in 1997................. 473,438 468,844
---------- ----------
OTHER ASSETS:
Franchise cost, net of accumulated amortization of $6,757 in
1996 and $7,417 in 1997................................... 3,133 2,473
Deferred financing costs, net of accumulated amortization of
$60,247 in 1996 and $73,447 in 1997....................... 13,200 --
---------- ----------
16,333 2,473
---------- ----------
$1,042,952 $1,373,667
========== ==========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt........................ $ 356,500 $ 397,500
Accounts payable-trade...................................... 34,592 47,949
Accrued expenses:
Utilities................................................... 59,668 --
Miscellaneous............................................... 50,074 81,268
---------- ----------
Total current liabilities................................... 500,834 526,717
---------- ----------
Long-term debt, net of current maturities................... 488,000 163,000
---------- ----------
Commitments and contingencies (Note 4)
Partners' equity............................................ 54,118 683,950
---------- ----------
$1,042,952 $1,373,667
========== ==========
</TABLE>

See notes to financial statements
F-387
<PAGE> 633

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

STATEMENTS OF NET EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Revenues........................................... $1,701,322 $1,807,181 $1,902,080
Less cost of service............................... 644,736 656,881 687,433
---------- ---------- ----------
Net revenues....................................... 1,056,586 1,150,300 1,214,647
---------- ---------- ----------
Operating expenses excluding management fees and
depreciation and amortization.................... 330,574 388,284 351,031
Management fees.................................... 94,317 96,742 101,540
Depreciation and amortization...................... 330,913 340,166 136,497
---------- ---------- ----------
755,804 825,192 589,068
---------- ---------- ----------
Earnings from operations........................... 300,782 325,108 625,579
---------- ---------- ----------
OTHER EXPENSES (INCOME):
Interest income.................................... (7,250) (23,996)
Interest expense................................... 130,255 98,603 70,738
Utility refunds.................................... (50,995)
---------- ---------- ----------
130,255 91,353 (4,253)
---------- ---------- ----------
Net earnings....................................... $ 170,527 $ 233,755 $ 629,832
========== ========== ==========
</TABLE>

See notes to financial statements
F-388
<PAGE> 634

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
CLASS A CLASS B INVESTOR
GENERAL LIMITED LIMITED LIMITED
PARTNER PARTNER PARTNER PARTNERS TOTAL
-------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Partners' deficit at December 31,
1994............................ $(31,012) $(31,012) $(12,405) $(211,905) $(286,334)
Net earnings for the year......... 4,263 4,263 1,705 160,296 170,527
Partners' distributions during the
year............................ (1,596) (1,596) (638) (60,000) (63,830)
-------- -------- -------- --------- ---------
Partners' deficit at December 31,
1995............................ (28,345) (28,345) (11,338) (111,609) (179,637)
Net earnings for the year......... 5,844 5,844 2,337 219,730 233,755
-------- -------- -------- --------- ---------
Partners' equity (deficit) at
December 31, 1996............... (22,501) (22,501) (9,001) 108,121 54,118
Net earnings for the year......... 15,745 15,745 6,298 592,044 629,832
-------- -------- -------- --------- ---------
Partners' equity (deficit) at
December 31, 1997............... $ (6,756) $ (6,756) $ (2,703) $ 700,165 $ 683,950
======== ======== ======== ========= =========
</TABLE>

See notes to financial statements
F-389
<PAGE> 635

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings......................................... $ 170,527 $ 233,755 $ 629,832
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization........................ 330,913 340,166 136,497
Changes in assets and liabilities:
(Increase) decrease in:
Subscribers and other receivables.................... 4,573 (12,093) (16,529)
Prepaid expenses..................................... (3,378) (9,468) (46,019)
Increase (decrease) in accounts payable and accrued
expenses........................................... (66,424) 69,262 (15,117)
--------- --------- ---------
Net cash provided by operating activities............ 436,211 621,622 688,664
--------- --------- ---------
CASH FLOWS FOR INVESTING ACTIVITIES
Purchases of equipment............................... (116,794) (74,879) (118,043)
--------- --------- ---------
CASH FLOWS FOR FINANCING ACTIVITIES
Repayment of long-term debt.......................... (239,250) (260,750) (284,000)
Distributions to partners............................ (63,830)
--------- --------- ---------
Net cash used by financing activities................ (303,080) (260,750) (284,000)
--------- --------- ---------
Net increase in cash and cash equivalents............ 16,337 285,993 286,621
Cash and cash equivalents, beginning of year......... 172,967 189,304 475,297
--------- --------- ---------
Cash and cash equivalents, end of year............... $ 189,304 $ 475,297 $ 761,918
========= ========= =========
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest............................................. $ 133,540 $ 94,038 $ 73,124
========= ========= =========
</TABLE>

See notes to financial statements
F-390
<PAGE> 636

AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

1. SUMMARY OF BUSINESS ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES:

This summary of significant accounting policies of Amrac Clear View, a
Limited Partnership (the "Partnership"), is presented to assist in understanding
the Partnership's financial statements. The financial statements and notes are
representations of the Partnership's management, which is responsible for their
integrity and objectivity. The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.

Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses. Actual results could vary from the estimates that were used.

Operations:

The Partnership provides cable television service to the residents of the
towns of Hadley and Belchertown in western Massachusetts.

Credit concentrations:

The Partnership maintains cash balances at several financial institutions.
Accounts at each institution are insured by the Federal Deposit Insurance
Corporation up to $100,000. At various times during the year the Partnership's
cash balances exceeded the federally insured limits.

Concentration of credit risk with respect to subscriber receivables are
limited due to the large number of subscribers comprising the Partnership's
customer base.

Property and equipment/depreciation:

Property and equipment are carried at cost. Minor additions and renewals
are expensed in the year incurred. Major additions and renewals are capitalized.
Depreciation is computed using the straight-line method over the estimated
useful lives of the respective assets. Total depreciation for the years ended
December 31, 1995, 1996 and 1997 was $321,872, $331,707 and $122,637,
respectively.

Other assets/amortization:

Amortizable assets are recorded at cost. The Partnership amortizes
intangible assets using the straight-line method over the useful lives of the
various items. Total amortization for the years ended December 31, 1995, 1996
and 1997 was $9,041, $8,459 and $13,860, respectively.

Cash equivalents:

For purposes of the statements of cash flows, the Partnership considers all
short-term instruments purchased with a maturity of three months or less to be
cash equivalents. There were no cash equivalents at December 31, 1995 and 1997.
Cash equivalents at December 31, 1996, amounted to $300,000.

F-391
<PAGE> 637
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

Advertising:

The Partnership follows the policy of charging the costs of advertising to
expense as incurred. Advertising expense was $1,681, $1,781 and $2,865 for the
years ended December 31, 1995, 1996 and 1997, respectively.

Income taxes:

The Partnership does not incur a liability for federal or state income
taxes. The current income or loss of the Partnership is included in the taxable
income of the partners, and therefore, no provision for income taxes is
reflected in the financial statements.

Revenues:

The principal sources of revenues are the monthly charges for basic and
premium cable television services and installation charges in connection
therewith.

Allocation of profits and losses and distributions of cash flow:

Partnership profits and losses, (other than those arising from capital
transactions, described below), and distributions of cash flow are allocated 94%
to the Investor Limited Partners, 2.5% to the Class A Limited Partner, 1% to the
Class B Limited Partner and 2.5% to the General Partner until Payout (as defined
in the Partnership Agreement) and after Payout, 65% to the Investor Limited
Partners, 15% to the Class A Limited Partner, 5% to the Class B Limited Partner
and 15% to the General Partner.

Partnership profits from capital transactions are allocated first, in
proportion to the partners' respective capital accounts until their respective
account balances are zero and second, in proportion to any distributed cash
proceeds resulting from the capital transaction and third, any remaining profit,
if any, is allocated 65% to the Investor Limited Partners, 15% to the Class A
Limited Partner, 5% to the Class B Limited Partner, and 15% to the General
Partner.

2. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following at December 31:

<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
Cable plant and equipment........................... 3,274,684 3,391,750
Office furniture and equipment...................... 63,373 64,350
Vehicles............................................ 27,825 27,825
--------- ---------
3,365,882 3,483,925
========= =========
</TABLE>

Depreciation is provided over the estimated useful lives of the above items
as follows:

<TABLE>
<S> <C>
Cable plant and equipment................................... 10 years
Office furniture and equipment.............................. 5-10 years
Vehicles.................................................... 6 years
</TABLE>

F-392
<PAGE> 638
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

3. LONG-TERM DEBT:

The Partnership's term loan, due to a bank, is payable in increasing
quarterly installments through June 30, 1999. Interest on the loan is paid
monthly and accrues at the bank's prime rate plus 2% (10.5% at December 31,
1997). The loan is collateralized by substantially all of the assets of the
Partnership and a pledge of all partnership interests. The total principal
outstanding at December 31, 1997 was $560,500.

Annual maturities are as follows:

The loan agreement contains covenants including, but not limited to,
maintenance of certain debt ratios as well as restrictions on capital
expenditures and investments, additional indebtedness, partner distributions and
payment of management fees. The Partnership was in compliance with all covenants
at December 31, 1996 and 1997. In 1995, the Partnership obtained, from the bank,
unconditional waivers of the following covenant violations: (1) to make a one-
time cash distribution of $63,830, (2) to increase the capital expenditure limit
to $125,000, and (3) to waive certain other debt ratio and investment
restrictions, which were violated during the year.

4. COMMITMENTS AND CONTINGENCIES:

The Partnership rents poles from utility companies in its operations. These
rentals amounted to approximately $31,000, $39,500 and $49,000 for the years
ended December 31, 1995, 1996 and 1997, respectively. While rental agreements
are generally short-term, the Partnership anticipates such rentals will continue
in the future.

The Partnership leases a motor vehicle under an operating lease that
expires in December 1998. The minimum lease cost for 1998 is approximately
$6,000.

5. RELATED-PARTY TRANSACTIONS:

The General Partner provides management services to the Partnership for
which it receives a management fee of 5% of revenue. The General Partner also
allocates, in accordance with a management agreement, certain general,
administrative and payroll costs to the Partnership. For the years ended
December 31, 1995, 1996 and 1997, management fees totaled $87,800, $90,242 and
$95,040, respectively and allocated general, administrative and payroll costs
totaled $7,200, $7,450 and $8,700, respectively. During each year the
Partnership also incurred tap audit fees payable to the General Partner totaling
$4,000. At December 31, 1996, the balance due from the General Partner was
$12,263. The balance due to Amrac Telecommunications at December 31, 1997 was
$4,795.

6. SUBSEQUENT EVENTS:

On October 7, 1997, the Partnership entered into an agreement with another
cable television service provider to sell all of its assets for $7,500,000. The
Partnership received, in escrow, $250,000, which shall be released as
liquidating damages if the closing fails to occur solely as a result of a breach
of the agreement. As of December 31, 1997, the Partnership incurred $53,402

F-393
<PAGE> 639
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

in legal costs associated with the sale which are included in prepaid expenses.
Subject to certain regulatory approvals, it is anticipated that the transaction
will be consummated in the Spring of 1998.

On January 15, 1998, the Partnership paid, prior to the maturity date, its
outstanding term loan due to a bank as described in Note 3.

F-394
<PAGE> 640

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Managers of
Avalon Cable of New England LLC

In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in stockholder's deficit and cash
flows present fairly, in all material respects, the financial position of the
Combined Operations of Pegasus Cable Television of Connecticut, Inc. and the
Massachusetts Operations of Pegasus Cable Television, Inc. at December 31, 1996
and 1997 and June 30, 1998, and the results of their operations, changes in
stockholder's deficit and their cash flows for each of the three years in the
period ended December 31, 1997 and for the six months ended June 30, 1998, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICEWATERHOUSECOOPERS LLP

Philadelphia, Pennsylvania
March 30, 1999

F-395
<PAGE> 641

THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- JUNE 30,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....................... $ 389,097 $ 1,092,084 $ 1,708,549
Accounts receivable, less allowance for doubtful
accounts at December 31, 1996 and 1997 and
June 30, 1998 of $11,174, $3,072 and $0,
respectively.................................. 140,603 116,112 144,653
Prepaid expenses and other...................... 62,556 90,500 92,648
----------- ----------- -----------
Total current assets............................ 592,256 1,298,696 1,945,850
Property and equipment, net..................... 4,164,545 3,565,597 3,005,045
Intangible assets, net.......................... 2,174,084 2,096,773 1,939,904
Accounts receivable, affiliates................. 4,216,682 5,243,384 5,692,013
Deposits and other.............................. 436,382 456,135 406,135
----------- ----------- -----------
Total assets.................................... $11,583,949 $12,660,585 $12,988,947
=========== =========== ===========
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt............... $ 71,744 $ 34,272 $14,993,581
Accounts payable................................ 786,284 803,573 764,588
Accrued incentive compensation.................. 117,692 149,823 220,724
Accrued franchise fees.......................... 193,369 173,735 86,332
Accrued pole rental............................. 83,910 78,345 52,954
Accrued expenses................................ 383,572 203,561 42,038
----------- ----------- -----------
Total current liabilities....................... 1,636,571 1,443,309 16,160,217
Long-term debt, net............................. 15,043,763 15,018,099 --
Accrued interest................................ 2,811,297 4,685,494 5,622,593
Other........................................... 299,030 299,030 299,030
----------- ----------- -----------
Total liabilities............................... 19,790,661 21,445,932 22,081,840
Commitments and contingent liabilities.......... -- -- --
STOCKHOLDER'S DEFICIT:
Common stock-par value $1 per share; 10,000
shares authorized; 7,673 shares issued and
outstanding................................... 7,673 7,673 7,673
Accumulated deficit............................. (8,214,385) (8,793,020) (9,100,566)
----------- ----------- -----------
Total stockholder's deficit..................... (8,206,712) (8,785,347) (9,092,893)
----------- ----------- -----------
Total liabilities and stockholder's deficit..... $11,583,949 $12,660,585 $12,988,947
=========== =========== ===========
</TABLE>

See accompanying notes to combined financial statements
F-396
<PAGE> 642

THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC. AND THE
MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS
----------------------------------------- ENDED
1995 1996 1997 JUNE 30, 1998
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Basic and satellite service...... $ 4,371,736 $ 4,965,377 $ 5,353,735 $2,841,711
Premium services................. 619,035 640,641 686,513 348,628
Other............................ 144,300 169,125 150,714 86,659
----------- ----------- ----------- ----------
Total revenues................... 5,135,071 5,775,143 6,190,962 3,276,998
OPERATING EXPENSES:
Programming...................... 1,119,540 1,392,247 1,612,458 876,588
General and administrative....... 701,420 811,795 829,977 391,278
Technical and operations......... 713,239 702,375 633,384 341,249
Marketing and selling............ 20,825 15,345 19,532 12,041
Incentive compensation........... 48,794 101,945 94,600 70,900
Management fees.................. 368,085 348,912 242,267 97,714
Depreciation and amortization.... 1,658,455 1,669,107 1,565,068 834,913
----------- ----------- ----------- ----------
Income from operations........... 504,713 733,417 1,193,676 652,315
Interest expense................. (1,745,635) (1,888,976) (1,884,039) (937,662)
Interest income.................. 956 2,067 93,060 29
Other income (expense), net...... 794 (2,645) (27,800) (17,228)
----------- ----------- ----------- ----------
Loss before state income taxes... (1,239,172) (1,156,137) (625,103) (302,546)
Provision for state income
taxes.......................... 20,000 25,000 16,000 5,000
----------- ----------- ----------- ----------
Net loss......................... $(1,259,172) $(1,181,137) $ (641,103) $ (307,546)
=========== =========== =========== ==========
</TABLE>

See accompanying notes to combined financial statements
F-397
<PAGE> 643

THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

COMBINED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT

<TABLE>
<CAPTION>
COMMON STOCK
------------------- TOTAL
NUMBER OF PAR ACCUMULATED STOCKHOLDER'S
SHARES VALUE DEFICIT DEFICIT
--------- ------ ----------- -------------
<S> <C> <C> <C> <C>
Balances at January 1, 1995.............. 7,673 $7,673 $(5,774,076) $(5,766,403)
Net loss................................. (1,259,172) (1,259,172)
----- ------ ----------- -----------
Balances at December 31, 1995............ 7,673 7,673 (7,033,248) (7,025,575)
Net loss................................. (1,181,137) (1,181,137)
----- ------ ----------- -----------
Balances at December 31, 1996............ 7,673 7,673 (8,214,385) (8,206,712)
Net loss................................. (641,103) (641,103)
Stock incentive compensation............. 62,468 62,468
----- ------ ----------- -----------
Balances at December 31, 1997............ 7,673 7,673 (8,793,020) (8,785,347)
Net loss................................. (307,546) (307,546)
----- ------ ----------- -----------
Balances at June 30, 1998................ 7,673 $7,673 $(9,100,566) $(9,092,893)
===== ====== =========== ===========
</TABLE>

See accompanying notes to combined financial statements
F-398
<PAGE> 644

THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS
--------------------------------------- ENDED
1995 1996 1997 JUNE 30, 1998
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................... $(1,259,172) $(1,181,137) $ (641,103) $ (307,546)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization.......... 1,658,455 1,669,107 1,565,068 834,913
Bad debt expense....................... 26,558 48,566 45,839 36,074
Change in assets and liabilities:
Accounts receivable.................... (75,263) (88,379) (21,348) (64,615)
Prepaid expenses and other............. (403,212) 75,208 (27,944) (2,148)
Accounts payable and accrued
expenses............................. 239,207 981,496 (93,322) 221,219
Accrued interest....................... 902,006 1,874,198 1,874,197 937,099
Deposits and other..................... 83,431 -- (19,753) 50,000
----------- ----------- ----------- ----------
Net cash provided by operating
activities........................... 1,172,010 3,379,059 2,681,634 1,704,996
----------- ----------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................... (163,588) (1,174,562) (691,269) (114,221)
Purchase of intangible assets.......... (127,340) (72,753) (197,540) (3,271)
----------- ----------- ----------- ----------
Net cash used for investing
activities........................... (290,928) (1,247,315) (888,809) (117,492)
----------- ----------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt........... 37,331 -- -- --
Repayments of long-term debt........... (13,764) -- -- (10,837)
Capital lease repayments............... (19,764) (52,721) (63,136) (47,952)
Advances to affiliates, net............ (404,576) (2,562,295) (1,026,702) (912,250)
----------- ----------- ----------- ----------
Net cash used by financing
activities........................... (400,773) (2,615,016) (1,089,838) (971,039)
----------- ----------- ----------- ----------
Net increase in cash and cash
equivalents.......................... 480,309 (483,272) 702,987 616,465
Cash and cash equivalents, beginning of
year................................. 392,060 872,369 389,097 1,092,084
----------- ----------- ----------- ----------
Cash and cash equivalents, end of
year................................. $ 872,369 $ 389,097 $ 1,092,084 $1,708,549
=========== =========== =========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for
interest............................. $ 843,629 $ 14,778 $ 9,842 $ 563
Cash paid during the year for income
taxes................................ -- -- $ 9,796 $ 25,600
Supplemental Non-Cash Investing and
Financing Activities:
Capital contribution and related
accrued incentive compensation....... -- -- $ 62,468 --
Acquisition of plant under capital
leases............................... $ 298,250 $ 48,438 -- --
</TABLE>

See accompanying notes to combined financial statements
F-399
<PAGE> 645

THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION:

These financial statements reflect the results of operations and financial
position of Pegasus Cable Television of Connecticut, Inc. ("PCT-CT"), a wholly
owned subsidiary of Pegasus Cable Television, Inc. ("PCT"), and the
Massachusetts Operations of Pegasus Cable Television, Inc. ("PCT-MA" or the
"Massachusetts Operations") (referred herein as the "Combined Operations"). PCT
is a wholly owned subsidiary of Pegasus Media & Communications, Inc. ("PM&C").
PM&C is a wholly owned subsidiary of Pegasus Communications Corporation ("PCC").

On July 21, 1998, PCT sold the assets of its Combined Operations to Avalon
Cable of New England, LLC. for $30.1 million. In January 1997, PCT sold the
assets of its only other operating division, a cable television system that
provided service to individual and commercial subscribers in New Hampshire (the
"New Hampshire Operations") for $7.1 million.

In presenting the historical financial position, results of operations and
cash flows of the Combined Operations, it has been necessary to eliminate the
results and financial position of the New Hampshire Operations. Many items are
identifiable as relating to the New Hampshire or Massachusetts divisions as PCT
has historically separated results of operations as well as billing and
collection activity. However, in certain areas, assumptions and estimates have
been required in order to eliminate the New Hampshire Operations for periods
prior to its sale. For purposes of eliminating the following balances: Prepaid
expenses and other; Deposits and other; Accounts payable; and Accrued expenses,
balances have been apportioned between the New Hampshire Operations and the
Massachusetts Operations on the basis of subscriber counts. Amounts due to and
due from affiliates have been allocated to PCT-MA and are included in these
financial statements.

Prior to October 1996, BDI Associates, L.P. provided substantial support
services such as finance, accounting and human resources to PCT. Since October
1996, these services have been provided by PCC. All non-accounting costs of PCC
are allocated on the basis of average time spent servicing the divisions, while
the costs of the accounting function are allocated on the basis of revenue. In
the opinion of management, the methods used in allocating costs from PCC are
reasonable; however, the costs of these services as allocated are not
necessarily indicative of the costs that would have been incurred by the
Combined Operations on a stand-alone basis.

The financial information included herein may not necessarily reflect the
results of operations, financial position and cash flows of the Combined
Operations in the future or what they would have been had it been a separate,
stand-alone entity during the periods presented.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Use of Estimates in the Preparation of Financial Statements:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities and disclosure of contingencies. Actual results could differ from
those estimates.

Property and Equipment:

Property and equipment are stated at cost. The cost and related accumulated
depreciation of assets sold, retired, or otherwise disposed of are removed from
the respective accounts, and any

F-400
<PAGE> 646
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

resulting gains or losses are included in the statement of operations. Initial
subscriber installation costs, including material, labor and overhead costs of
the hookup, are capitalized as part of the distribution facilities. The costs of
disconnection and reconnection are charged to expense.

Depreciation is computed for financial reporting purposes using the
straight-line method based upon the following lives:

<TABLE>
<S> <C>
Reception and distribution facilities....................... 7 to 11 years
Building and improvements................................... 12 to 39 years
Equipment, furniture and fixtures........................... 5 to 10 years
Vehicles.................................................... 3 to 5 years
</TABLE>

Intangible Assets:

Intangible assets are stated at cost and amortized by the straight-line
method. Costs of successful franchise applications are capitalized and amortized
over the lives of the related franchise agreements, while unsuccessful franchise
applications and abandoned franchises are charged to expense. Financing costs
incurred in obtaining long-term financing are amortized over the term of the
applicable loan. Intangible assets are reviewed periodically for impairment or
whenever events or circumstances provide evidence that suggest that the carrying
amounts may not be recoverable. The Company assesses the recoverability of its
intangible assets by determining whether the amortization of the respective
intangible asset balance can be recovered through projected undiscounted future
cash flows.

Amortization of intangible assets is computed for financial reporting
purposes using the straight-line method based upon the following lives:

<TABLE>
<S> <C>
Organization costs.......................................... 5 years
Other intangibles........................................... 5 years
Deferred franchise costs.................................... 15 years
</TABLE>

Revenue:

The Combined Operations recognize revenue when video and audio services are
provided.

Advertising Costs:

Advertising costs are charged to operations as incurred and totaled
$20,998, $12,768, $14,706 and $8,460 for the years ended December 31, 1995, 1996
and 1997 and for the six months ended June 30, 1998, respectively.

Cash and Cash Equivalents:

Cash and cash equivalents include highly liquid investments purchased with
an initial maturity of three months or less. The Combined Operations have cash
balances in excess of the federally insured limits at various banks.

Income Taxes:

The Combined Operations is not a separate tax paying entity. Accordingly,
its results of operations have been included in the tax returns filed by PCC.
The accompanying financial statements include tax computations assuming the
Combined Operations filed separate returns

F-401
<PAGE> 647
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

and reflect the application of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109").

Concentration of Credit Risk:

Financial instruments which potentially subject the Combined Operations to
concentrations of credit risk consist principally of trade receivables.
Concentrations of credit risk with respect to trade receivables are limited due
to the large number of customers comprising the Combined Operation's customer
base.

3. PROPERTY AND EQUIPMENT:

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>
Land.................................... $ 8,000 $ 8,000 $ 8,000
Reception and distribution facilities... 8,233,341 9,009,179 9,123,402
Building and improvements............... 242,369 250,891 250,891
Equipment, furniture and fixtures....... 307,844 312,143 312,143
Vehicles................................ 259,503 287,504 287,504
Other equipment......................... 139,408 79,004 79,004
----------- ----------- -----------
9,190,465 9,946,721 10,060,944
Accumulated depreciation................ (5,025,920) (6,381,124) (7,055,899)
----------- ----------- -----------
Net property and equipment.............. $ 4,164,545 $ 3,565,597 $ 3,005,045
=========== =========== ===========
</TABLE>

Depreciation expense amounted to $1,059,260, $1,267,831, $1,290,217 and
$674,775 for the years ended December 31, 1995, 1996 and 1997 and for the six
months ended June 30, 1998, respectively.

4. INTANGIBLES:

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ ----------
<S> <C> <C> <C>
Deferred franchise costs.................. $4,367,594 $ 4,486,016 $4,486,333
Deferred financing costs.................. 1,042,079 1,156,075 1,159,027
Organization and other costs.............. 439,188 389,187 389,187
---------- ------------ ----------
5,848,861 6,031,278 6,034,547
---------- ------------ ----------
Accumulated amortization.................. (3,674,777) (3,934,505) (4,094,643)
---------- ------------ ----------
Net intangible assets..................... $2,174,084 $ 2,096,773 $1,939,904
========== ============ ==========
</TABLE>

Amortization expense amounted to $599,195, $401,276, $274,851 and $160,138
for the years ended December 31, 1995, 1996 and 1997 and for the six months
ended June 30, 1998, respectively.

F-402
<PAGE> 648
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

5. LONG-TERM DEBT:

Long-term debt consists of the following at:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>
Note payable to PM&C, payable by PCT,
interest is payable quarterly at an annual
rate of 12.5%. Principal is due on July 1,
2005. The note is collateralized by
substantially all of the assets of the
Combined Operations and imposes certain
restrictive covenants..................... $14,993,581 $14,993,581 $14,993,581
Capital lease obligations................... 121,926 58,790 --
----------- ----------- -----------
15,115,507 15,052,371 14,993,581
Less current maturities..................... 71,744 34,272 14,993,581
----------- ----------- -----------
Long-term debt.............................. $15,043,763 $15,018,099 $ --
=========== =========== ===========
</TABLE>

6. LEASES:

The Combined Operations lease utility pole attachments and occupancy of
underground conduits. Rent expense for the years ended December 31, 1995, 1996
and 1997 and for the six months ended June 30, 1998 was $184,386, $185,638,
$173,930 and $90,471, respectively. The Combined Operations lease equipment
under long-term leases and have the option to purchase the equipment for a
nominal cost at the termination of the leases. The related obligations are
included in long-term debt. There are no future minimum lease payments on
capital leases at June 30, 1998. Property and equipment that was leased include
the following amounts that have been capitalized:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1997
------------ ------------
<S> <C> <C>
Billing and phone systems........................ $ 56,675 $ 56,675
Vehicles......................................... 166,801 129,227
-------- ---------
223,476 185,902
Accumulated depreciation......................... (69,638) (101,397)
-------- ---------
Total............................................ $153,838 $ 84,505
======== =========
</TABLE>

7. RELATED PARTY TRANSACTIONS:

The Combined Operations pay management fees to various related parties. The
management fees are for certain administrative and accounting services, billing
and programming services, and the reimbursement of expenses incurred therewith.
For the years ended December 31, 1995, 1996 and 1997 and for the six months
ended June 30, 1998, the fees and expenses were $368,085, $348,912, $242,267 and
$97,714, respectively.

As described in Note 5, PCT has an outstanding loan from its parent
company. This loan has been allocated to PCT-MA and is included in these
financial statements. Interest expense on that loan was $916,274, $1,874,198,
$1,874,195 and $937,098 for the years ended December 31, 1995, 1996 and 1997 and
for the six months ended June 30, 1998 respectively. Other related party
transaction balances at December 31, 1996 and 1997 and June 30, 1998 included

F-403
<PAGE> 649
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

$4,216,682, $5,243,384 and $5,692,013 in accounts receivable, affiliates;
$581,632, $6,433 and $331,374 in accounts payable; and $299,030, $299,030 and
$299,030 in other liabilities, respectively. These related party balances arose
primarily as a result of financing capital expenditures, interest payments,
programming and other operating expenses.

8. INCOME TAXES:

The deferred income tax assets and liabilities recorded in the balance
sheet are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>
ASSETS:
Excess of tax basis over book basis from tax
gain recognized upon incorporation of PCT And
PCT-CT........................................ $ 707,546 $ 707,546 $ 707,546
Loss carryforwards.............................. 1,324,236 1,039,849 957,318
Other........................................... 6,997 11,856 11,856
----------- ----------- -----------
Total deferred tax assets....................... 2,038,779 1,759,251 1,676,720
----------- ----------- -----------
LIABILITIES:
Excess of book basis over tax basis of property,
plant and equipment and intangible asset...... (258,311) (294,934) (335,014)
Other........................................... (118,086) (134,859) (135,267)
----------- ----------- -----------
Total deferred tax liabilities.................. (376,397) (429,793) (470,281)
----------- ----------- -----------
Net deferred tax assets......................... 1,662,382 1,329,458 1,206,439
Valuation allowance............................. (1,662,382) (1,329,458) (1,206,439)
----------- ----------- -----------
Net deferred tax liabilities.................... $ -- $ -- $ --
=========== =========== ===========
</TABLE>

The Combined Operations have recorded a valuation allowance to reflect the
estimated amount of deferred tax assets which may not be realized due to the
expiration of deferred tax assets related to the incorporation of PCT and PCT-CT
and the expiration of net operating loss carryforwards.

9. EMPLOYEE BENEFIT PLANS:

The Company employees participate in PCC's stock option plan that awards
restricted stock (the "Restricted Stock Plan") to eligible employees of the
Company.

Restricted Stock Plan

The Restricted Stock Plan provides for the granting of restricted stock
awards representing a maximum of 270,000 shares (subject to adjustment to
reflect stock dividends, stock splits, recapitalizations and similar changes in
the capitalization of PCC) of Class A Common Stock of the Company to eligible
employees who have completed at least one year of service. Restricted stock
received under the Restricted Stock Plan vests over four years. The Plan
terminates in September 2006. The expense for this plan amounted to $82,425,
$80,154 and $63,533 in 1996 and 1997 and for the six months ended June 30, 1998,
respectively.

F-404
<PAGE> 650
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

401(k) Plans

Effective January 1, 1996, PM&C adopted the Pegasus Communications Savings
Plan (the "US 401(k) Plan") for eligible employees of PM&C and its domestic
subsidiaries. Substantially all Company employees who, as of the enrollment date
under the 401(k) Plans, have completed at least one year of service with the
Company are eligible to participate in one of the 401(k) Plans. Participants may
make salary deferral contributions of 2% to 6% of their salary to the 401(k)
Plans. The expense for this plan amounted to $19,520, $14,446 and $7,367 in 1996
and 1997 and for the six months ended June 30, 1998, respectively.

All employee contributions to the 401(k) Plans are fully vested at all
times and all Company contributions, if any, vest 34% after two years of service
with the Company (including years before the 401(k) Plans were established), 67%
after three years of service and 100% after four years of service. A participant
also becomes fully vested in Company contributions to the 401(k) Plans upon
attaining age 65 or upon his or her death or disability.

10. COMMITMENTS AND CONTINGENT LIABILITIES:

Legal Matters:

The operations of PCT-CT and PCT-MA are subject to regulation by the
Federal Communications Commission ("FCC") and other franchising authorities.

From time to time the Combined Operations are also involved with claims
that arise in the normal course of business. In the opinion of management, the
ultimate liability with respect to these claims will not have a material adverse
effect on the operations, cash flows or financial position of the Combined
Operations.

F-405
<PAGE> 651

REPORT OF INDEPENDENT AUDITORS

Partners
Falcon Communications, L.P.

We have audited the accompanying consolidated balance sheets of Falcon
Communications, L.P. (successor to Falcon Holding Group, L.P.) as of December
31, 1997 and 1998, and the related consolidated statements of operations,
partners' deficit and cash flows for each of the three years in the period ended
December 31, 1998. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Falcon Communications, L.P. (successor to Falcon Holding Group, L.P.) at
December 31, 1997 and 1998 and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles.

/S/ ERNST & YOUNG LLP

Los Angeles, California
March 5, 1999

F-406
<PAGE> 652

FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1997 1998
--------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS:
Cash and cash equivalents................................. $ 13,917 $ 14,284
Receivables:
Trade, less allowance of $825,000 and $670,000 for
possible losses....................................... 13,174 15,760
Affiliates............................................. 11,254 2,322
Other assets.............................................. 16,352 16,779
Property, plant and equipment, less accumulated
depreciation and amortization.......................... 324,559 505,894
Franchise cost, less accumulated amortization of
$203,700,000 and $226,526,000.......................... 222,281 397,727
Goodwill, less accumulated amortization of $18,531,000 and
$25,646,000............................................ 66,879 135,308
Customer lists and other intangible costs, less
accumulated amortization of $25,517,000 and
$59,422,000............................................ 59,808 333,017
Deferred loan costs, less accumulated amortization of
$7,144,000 and $2,014,000.............................. 12,134 24,331
--------- ----------
$ 740,358 $1,445,422
========= ==========
</TABLE>

LIABILITIES AND PARTNERS' DEFICIT

LIABILITIES:
Notes payable............................................. $ 911,221 $1,611,353
Accounts payable.......................................... 9,169 10,341
Accrued expenses.......................................... 52,789 83,077
Customer deposits and prepayments......................... 1,452 2,257
Deferred income taxes..................................... 7,553 8,664
Minority interest......................................... 354 403
Equity in losses of affiliated partnerships in excess of
investment............................................. 3,202 --
--------- ----------
TOTAL LIABILITIES........................................... 985,740 1,716,095
--------- ----------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PARTNERS' EQUITY................................. 171,373 133,023
--------- ----------
PARTNERS' DEFICIT:
General partners.......................................... (13,200) (408,369)
Limited partners.......................................... (403,555) 4,673
--------- ----------
TOTAL PARTNERS' DEFICIT..................................... (416,755) (403,696)
--------- ----------
$ 740,358 $1,445,422
========= ==========
</TABLE>

See accompanying notes to consolidated financial statements.
F-407
<PAGE> 653

FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1996 1997 1998
-------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
REVENUES............................................... $217,320 $255,886 $ 307,558
-------- -------- ---------
EXPENSES:
Service costs........................................ 60,302 75,643 97,832
General and administrative expenses.................. 36,878 46,437 63,401
Depreciation and amortization........................ 100,415 118,856 152,585
-------- -------- ---------
Total expenses............................... 197,595 240,936 313,818
-------- -------- ---------
Operating income (loss)...................... 19,725 14,950 (6,260)
-------- -------- ---------
OTHER INCOME (EXPENSE):
Interest expense, net................................ (71,602) (79,137) (102,591)
Equity in net income (loss) of investee
partnerships...................................... (44) 443 (176)
Other income (expense), net.......................... 814 885 (2,917)
Income tax benefit (expense)......................... 1,122 2,021 (1,897)
-------- -------- ---------
Net loss before extraordinary item..................... (49,985) (60,838) (113,841)
Extraordinary item, retirement of debt................. -- -- (30,642)
-------- -------- ---------
NET LOSS............................................... $(49,985) $(60,838) $(144,483)
======== ======== =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-408
<PAGE> 654

FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT

<TABLE>
<CAPTION>
UNREALIZED GAIN ON
GENERAL LIMITED AVAILABLE-FOR-SALE
PARTNERS PARTNERS SECURITIES TOTAL
--------- --------- ------------------ ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
PARTNERS' DEFICIT,
January 1, 1996.................. $ (12,091) $(399,423) $(167) $(411,681)
Sale of marketable
securities.................. -- -- 167 167
Capital contribution.......... -- 5,000 -- 5,000
Net loss for year............. (500) (49,485) -- (49,985)
--------- --------- ----- ---------
PARTNERS' DEFICIT,
December 31, 1996................ (12,591) (443,908) -- (456,499)
Reclassification from
redeemable partners'
equity...................... -- 100,529 -- 100,529
Capital contribution.......... -- 53 -- 53
Net loss for year............. (609) (60,229) -- (60,838)
--------- --------- ----- ---------
PARTNERS' DEFICIT,
December 31, 1997................ (13,200) (403,555) -- (416,755)
Reclassification of partners'
deficit..................... (408,603) 408,603 -- --
Redemption of partners'
interests................... (155,908) -- -- (155,908)
Net assets retained by the
managing general partner.... (5,392) -- -- (5,392)
Reclassification from
redeemable partners'
equity...................... 38,350 -- -- 38,350
Acquisition of Falcon Video
and TCI net assets.......... 280,409 -- -- 280,409
Capital contributions......... 83 -- -- 83
Net loss for year............. (144,108) (375) -- (144,483)
--------- --------- ----- ---------
PARTNERS' DEFICIT,
December 31, 1998................ $(408,369) $ 4,673 $ -- $(403,696)
========= ========= ===== =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-409
<PAGE> 655

FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1996 1997 1998
--------- -------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss........................................... $ (49,985) $(60,838) $ (144,483)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Payment-in-kind interest expense................ 26,580 20,444 --
Amortization of debt discount................... -- -- 19,342
Depreciation and amortization................... 100,415 118,856 152,585
Amortization of deferred loan costs............. 2,473 2,192 2,526
Write-off deferred loan costs................... -- -- 10,961
Gain on sale of securities...................... (2,264) -- --
Gain on casualty losses......................... -- (3,476) (314)
Equity in net (income) loss of investee
partnerships.................................. 44 (443) 176
Provision for losses on receivables, net of
recoveries.................................... 2,417 5,714 4,775
Deferred income taxes........................... (2,684) (2,748) 1,111
Other........................................... 764 1,319 278
Increase (decrease) from changes in:
Receivables..................................... (2,420) (9,703) (1,524)
Other assets.................................... (274) (4,021) 906
Accounts payable................................ 4,750 (1,357) 337
Accrued expenses................................ 10,246 13,773 24,302
Customer deposits and prepayments............... 569 (175) 633
--------- -------- -----------
Net cash provided by operating activities....... 90,631 79,537 71,611
--------- -------- -----------
Cash flows from investing activities:
Capital expenditures............................... (57,668) (76,323) (96,367)
Proceeds from sale of available-for-sale
securities...................................... 9,502 -- --
Increase in intangible assets...................... (4,847) (1,770) (7,124)
Acquisitions of cable television systems........... (247,397) -- (83,391)
Cash acquired in connection with the acquisition of
TCI and Falcon Video Communications, L.P. ...... -- -- 317
Proceeds from sale of cable system................. 15,000 -- --
Assets retained by the Managing General Partner.... -- -- (3,656)
Other.............................................. 1,163 1,806 1,893
--------- -------- -----------
Net cash used in investing activities........... (284,247) (76,287) (188,328)
--------- -------- -----------
Cash flows from financing activities:
Borrowings from notes payable...................... 700,533 37,500 2,388,607
Repayment of debt.................................. (509,511) (40,722) (2,244,752)
Deferred loan costs................................ (3,823) (29) (25,684)
Capital contributions.............................. 5,000 93 --
Redemption of partners' interests.................. -- -- (1,170)
Minority interest capital contributions............ -- 192 83
--------- -------- -----------
Net cash provided by (used in) financing
activities.................................... 192,199 (2,966) 117,084
--------- -------- -----------
Increase (decrease) in cash and cash equivalents..... (1,417) 284 367
Cash and cash equivalents, at beginning of year...... 15,050 13,633 13,917
--------- -------- -----------
Cash and cash equivalents, at end of year............ $ 13,633 $ 13,917 $ 14,284
========= ======== ===========
</TABLE>

See accompanying notes to consolidated financial statements.
F-410
<PAGE> 656

FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF ACCOUNTING POLICIES

FORM OF PRESENTATION

Falcon Communications, L.P., a California limited partnership (the
"Partnership") and successor to Falcon Holding Group, L.P. ("FHGLP"), owns and
operates cable television systems serving small to medium-sized communities and
the suburbs of certain cities in 25 states. On September 30, 1998, pursuant to a
Contribution and Purchase Agreement dated as of December 30, 1997, as amended
(the "Contribution Agreement"), FHGLP acquired the assets and liabilities of
Falcon Video Communications, L.P. ("Falcon Video" or the "Falcon Video
Systems"), in exchange for ownership interests in FHGLP. Simultaneously with the
closing of that transaction, in accordance with the Contribution Agreement,
FHGLP contributed substantially all of the existing cable television system
operations owned by FHGLP and its subsidiaries (including the Falcon Video
Systems) to the Partnership and TCI Falcon Holdings, LLC ("TCI") contributed
certain cable television systems owned and operated by affiliates of TCI (the
"TCI Systems") to the Partnership (the "TCI Transaction"). As a result, TCI
holds approximately 46% of the equity interests of the Partnership and FHGLP
holds the remaining 54% and serves as the managing general partner of the
Partnership. The TCI Transaction is being accounted for as a recapitalization of
FHGLP into the Partnership and the concurrent acquisition by the Partnership of
the TCI Systems.

The consolidated financial statements include the accounts of the
Partnership and its subsidiary holding companies and cable television operating
partnerships and corporations, which include Falcon Cable Communications LLC
("Falcon LLC"), a Delaware limited liability company that serves as the general
manager of the cable television subsidiaries. The assets contributed by FHGLP to
the Partnership excluded certain immaterial investments, principally FHGLP's
ownership of 100% of the outstanding stock of Enstar Communications Corporation
("ECC"), which is the general partner and manager of fifteen limited
partnerships operating under the name "Enstar". ECC's ownership interest in the
Enstar partnerships ranges from 0.5% to 5%. Upon the consummation of the TCI
Transaction, the management of the Enstar partnerships was assigned to the
Partnership by FHGLP. The consolidated statements of operations and statements
of cash flows for the year ended December 31, 1998 include FHGLP's interest in
ECC for the nine months ended September 30, 1998. The effects of ECC's
operations on all previous periods presented are immaterial.

Prior to closing the TCI Transaction, FHGLP owned and operated cable
television systems in 23 states. FHGLP also controlled, held varying equity
interests in and managed certain other cable television partnerships (the
"Affiliated Partnerships") for a fee. FHGLP is a limited partnership, the sole
general partner of which is Falcon Holding Group, Inc., a California corporation
("FHGI"). FHGI also holds a 1% interest in certain of the subsidiaries of the
Partnership. At the beginning of 1998, the Affiliated Partnerships were
comprised of Falcon Classic Cable Income Properties, L.P. ("Falcon Classic")
whose cable television systems are referred to as the "Falcon Classic Systems,"
Falcon Video and the Enstar partnerships. As discussed in Note 3, the Falcon
Classic Systems were acquired by FHGLP during 1998. The Falcon Video Systems
were acquired on September 30, 1998 in connection with the TCI Transaction. As a
result of these transactions, the Affiliated Partnerships consist solely of the
Enstar partnerships from October 1, 1998 forward.

All significant intercompany accounts and transactions have been eliminated
in consolidation. The consolidated financial statements do not give effect to
any assets that the partners may have

F-411
<PAGE> 657
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

outside their interests in the Partnership, nor to any obligations, including
income taxes, of the partners.

On July 12, 1996, the Partnership acquired the assets of Falcon Cable
Systems Company ("FCSC"), an Affiliated Partnership. The results of operations
of these cable systems have been included in the consolidated financial
statements from July 12, 1996. Management fees and reimbursed expenses received
by the Partnership from FCSC for the period of January 1, 1996 through July 11,
1996 are also included in the consolidated financial statements and have not
been eliminated in consolidation. See Note 3.

CASH EQUIVALENTS

For purposes of the consolidated statements of cash flows, the Partnership
considers all highly liquid debt instruments purchased with an initial maturity
of three months or less to be cash equivalents. Cash equivalents at December 31,
1996, 1997 and 1998 included $4.1 million, $4.5 million and $345,000 of
investments in commercial paper and short-term investment funds of major
financial institutions.

INVESTMENTS IN AFFILIATED PARTNERSHIPS

Prior to closing the TCI Transaction, the Partnership was the general
partner of certain entities, which in turn acted as general partner of the
Affiliated Partnerships. The Partnership's effective ownership interests in the
Affiliated Partnerships were less than one percent. The Affiliated Partnerships
were accounted for using the equity method of accounting. Equity in net losses
were recorded to the extent of the investments in and advances to the
partnerships plus obligations for which the Partnership, as general partner, was
responsible. The liabilities of the Affiliated Partnerships, other than amounts
due the Partnership, principally consisted of debt for borrowed money and
related accrued interest. The Partnership's ownership interests in the
Affiliated Partnerships were eliminated in 1998 with the acquisition of Falcon
Video and Falcon Classic and the retention by FHGLP of its interests in the
Enstar partnerships.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION AND AMORTIZATION

Property, plant and equipment are stated at cost. Direct costs associated
with installations in homes not previously served by cable are capitalized as
part of the distribution system, and reconnects are expensed as incurred. For
financial reporting, depreciation and amortization is computed using the
straight-line method over the following estimated useful lives.

<TABLE>
<S> <C>
CABLE TELEVISION SYSTEMS:
Headend buildings and equipment..................... 10-16 years
Trunk and distribution.............................. 5-15 years
Microwave equipment................................. 10-15 years
OTHER:
Furniture and equipment............................. 3-7 years
Vehicles............................................ 3-10 years
Leasehold improvements.............................. Life of lease
</TABLE>

F-412
<PAGE> 658
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FRANCHISE COST AND GOODWILL

The excess of cost over the fair values of tangible assets and customer
lists of cable television systems acquired represents the cost of franchises and
goodwill. In addition, franchise cost includes capitalized costs incurred in
obtaining new franchises and in the renewal of existing franchises. These costs
are amortized using the straight-line method over the lives of the franchises,
ranging up to 28 years (composite 15 year average). Goodwill is amortized over
20 years. Costs relating to unsuccessful franchise applications are charged to
expense when it is determined that the efforts to obtain the franchise will not
be successful.

CUSTOMER LISTS AND OTHER INTANGIBLE COSTS

Customer lists and other intangible costs include customer lists, covenants
not to compete and organization costs which are amortized using the
straight-line method over two to five years.

In 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on Costs of Start-Up Activities". The new
standard, which becomes effective for the Partnership on January 1, 1999,
requires costs of start-up activities, including certain organization costs, to
be expensed as incurred. Previously capitalized start-up costs are to be written
off as a cumulative effect of a change in accounting principle. The Partnership
believes that adoption of this standard will not have a material impact on the
Partnership's financial position or results of operations.

DEFERRED LOAN COSTS

Costs related to borrowings are capitalized and amortized to interest
expense over the life of the related loan.

RECOVERABILITY OF ASSETS

The Partnership assesses on an ongoing basis the recoverability of
intangible assets (including goodwill) and capitalized plant assets based on
estimates of future undiscounted cash flows compared to net book value. If the
future undiscounted cash flow estimates were less than net book value, net book
value would then be reduced to estimated fair value, which generally
approximates discounted cash flows. The Partnership also evaluates the
amortization periods of assets, including goodwill and other intangible assets,
to determine whether events or circumstances warrant revised estimates of useful
lives.

REVENUE RECOGNITION

Revenues from customer fees, equipment rental and advertising are
recognized in the period that services are delivered. Installation revenue is
recognized in the period the installation services are provided to the extent of
direct selling costs. Any remaining amount is deferred and recognized over the
estimated average period that customers are expected to remain connected to the
cable television system. Management fees are recognized on the accrual basis
based on a percentage of gross revenues of the respective cable television
systems managed. Effective October 1, 1998, 20% of the management fees from the
Enstar partnerships is retained by FHGLP.

F-413
<PAGE> 659
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DERIVATIVE FINANCIAL INSTRUMENTS

As part of the Partnership's management of financial market risk and as
required by certain covenants in its New Credit Agreement, the Partnership
enters into various transactions that involve contracts and financial
instruments with off-balance-sheet risk, principally interest rate swap and
interest rate cap agreements. The Partnership enters into these agreements in
order to manage the interest-rate sensitivity associated with its variable-rate
indebtedness. The differential to be paid or received in connection with
interest rate swap and interest rate cap agreements is recognized as interest
rates change and is charged or credited to interest expense over the life of the
agreements. Gains or losses for early termination of those contracts are
recognized as an adjustment to interest expense over the remaining portion of
the original life of the terminated contract.

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is required to be adopted
in years beginning after June 15, 1999. The Partnership expects to adopt the new
statement effective January 1, 2000. SFAS 133 will require the Partnership to
recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If the derivative
is a hedge, depending on the nature of the hedge, changes in the fair value of
derivatives are either offset against the changes in fair value of assets,
liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. The Partnership believes that adoption of SFAS 133 will
not have a material impact on the Partnership's financial position or results of
operations.

INCOME TAXES

The Partnership and its subsidiaries, except for Falcon First, are limited
partnerships or limited liability companies and pay no income taxes as entities
except for nominal taxes assessed by certain state jurisdictions. All of the
income, gains, losses, deductions and credits of the Partnership are passed
through to its partners. The basis in the Partnership's assets and liabilities
differs for financial and tax reporting purposes. At December 31, 1998, the book
basis of the Partnership's net assets exceeded its tax basis by $621.8 million.

REPORTING COMPREHENSIVE INCOME

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which established standards for the reporting and display of
comprehensive income and its components in a full set of comparative
general-purpose financial statements. SFAS 130 became effective for the
Partnership on January 1, 1998. The Partnership does not currently have items of
comprehensive income.

ADVERTISING COSTS

All advertising costs are expensed as incurred.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts

F-414
<PAGE> 660
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform with the 1998
presentation.

NOTE 2 -- PARTNERSHIP MATTERS

The Amended and Restated Agreement of Limited Partnership of FCLP ("FCLP
Partnership Agreement") provides that profits and losses will be allocated, and
distributions will be made, in proportion to the partners' percentage interests.
FHGLP is the managing general partner and a limited partner and owns a 54%
interest in FCLP, and TCI is a general partner and owns a 46% interest. The
partners' percentage interests are based on the relative net fair market values
of the assets contributed to FCLP under the Contribution Agreement, as estimated
at the closing. The percentage interests were subsequently adjusted to reflect
the December 1998 redemption of a small part of FHGLP's partnership interest. To
the extent the relative net fair market values of the assets contributed to FCLP
under the Contribution Agreement, as finally determined, are different from the
estimates used to calculate the partners' percentage interests, one or the other
of the partners will be required to make an additional cash capital contribution
to FCLP so as to cause the partners' capital contributions to be in proportion
to their percentage interests. Any such additional cash contribution is required
to be made only to the extent of distributions by FCLP to the contributing
partner. Any such additional cash contribution must be accompanied by interest
at 9% per year from the date of closing or, in certain cases, from the date on
which FCLP incurred any liability that affected the net fair market value of the
parties' capital contributions.

At any time after September 30, 2005, either TCI or FHGLP can offer to sell
to the other partner the offering partner's entire partnership interest in FCLP
for a negotiated price. The partner receiving such an offer may accept or reject
the offer. If the partner receiving such an offer rejects it, the offering
partner may elect to cause FCLP to be liquidated and dissolved in accordance
with the FCLP Partnership Agreement.

The Partnership expires on July 1, 2013. The Partnership will be dissolved
prior to its expiration date under certain circumstances, including the
withdrawal of FHGLP as the managing general partner (unless the partners vote to
continue the Partnership), the sale of substantially all of the Partnership's
assets, and at the election by TCI in the event of changes in FCLP's key
management.

The FCLP Partnership Agreement provides for an Advisory Committee
consisting of six individual representatives, three of whom are appointed by
FHGLP, two of whom are appointed by TCI and one of whom is appointed by joint
designation of FHGLP and TCI. The FCLP Partnership Agreement prohibits FCLP from
taking certain actions without the affirmative vote of a majority of the members
of the Advisory Committee, including, but not limited to, the following: (1) the
acquisition or disposition of assets under certain circumstances; and (2)
conducting or entering into any line of business other than the ownership and
operation of cable television systems and related and ancillary businesses.

The FCLP Partnership Agreement further prohibits the Partnership from
taking certain actions without the affirmative approval of TCI, including, but
not limited to, the following: (1) any merger, consolidation, recapitalization
or other reorganization, with certain permitted exceptions;

F-415
<PAGE> 661
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2) the acquisition or disposition of assets under certain circumstances; (3)
any sale or disposition of assets that would result in the allocation of taxable
income or gain to TCI; (4) incurring indebtedness if, after giving effect to
such indebtedness, FCLP's Operating Cash Flow Ratio, as defined, would exceed
8.0:1 through April 15, 2000 and 7.5:1 thereafter; (5) the issuance or
redemption of any partnership interest or convertible interest, with certain
permitted exceptions; (6) any transaction with FHGLP or any affiliate of FHGLP,
with certain permitted exceptions; (7) the adoption or amendment of any
management incentive plan; (8) the incurring of Net Overhead Expenses, as
defined, that exceed 4.5% of the gross revenues of FCLP and its subsidiaries in
any fiscal year; or (9) the liquidation or dissolution of FCLP, except in
accordance with the provisions of the FCLP Partnership Agreement.

TCI may elect to purchase all of FHGLP's interests in the Partnership in
certain circumstances if a court finds that FHGLP has engaged in conduct while
acting as Managing General Partner that has resulted in material harm to the
Partnership or TCI.

Prior to the closing of the TCI Transaction, the FHGLP Partnership
Agreement gave certain partners of FHGLP certain rights and priorities with
respect to other partners. Among these rights were stated obligations of the
Partnership to redeem certain partners' partnership interests at fair value or,
in some cases, at stated value. These rights and priorities were eliminated upon
the closing of the TCI Transaction. At the closing of the TCI Transaction, a
portion of the partnership interests held by certain FHGLP limited partners,
having an agreed value of $154.7 million, were redeemed for cash.

Under the amended FHGLP partnership agreement, the non-management limited
partners of FHGLP may elect at certain times either to require the incorporation
of FHGLP or to require that FHGLP elect to incorporate FCLP. Neither of these
elections may be made prior to March 30, 2006. If the non-management limited
partners of FHGLP make either of these elections, then, at any time more than
six months after the election and prior to the date on which the incorporation
is completed, the non-management limited partners of FHGLP may elect to require
that FCLP (or, if FHGLP has purchased all of TCI's interest in FCLP, FHGLP)
purchase all of the non-management partners' partnership interests in FHGLP.
Under certain circumstances, a non-management limited partner of FHGLP may elect
to exclude its partnership interest in FHGLP from the purchase and sale and,
upon such election, all put and call rights with respect to such partner's
partnership interest in FHGLP will terminate.

The put and call rights with respect to the partnership interests of the
non-management partners will terminate automatically if either FHGLP or FCLP is
incorporated, if the corporation that succeeds to the assets of FHGLP or FCLP
concurrently effects an initial public offering, and if the aggregate price to
the public (before underwriting discounts or commissions, registration fees, and
other expenses) of all stock sold in the public offering (including stock sold
by any selling shareholders, but excluding stock of a different class from that
acquired by the non-management partners in the incorporation) is at least $150
million.

At any time on or after April 1, 2006, FCLP (or, if FHGLP has purchased all
of TCI's interest in FCLP, FHGLP) may require that each of the non-management
limited partners of FHGLP sell its entire interest in FHGLP to FCLP or FHGLP, as
applicable. In the case of either a put or a call of the non-management limited
partners' interests in FHGLP, the purchase price will equal the amount that
would be distributed to each partner in dissolution and liquidation of FHGLP,
assuming the sale of FCLP's assets at fair market value, as determined by three
appraisers.

F-416
<PAGE> 662
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The estimated redemption values at December 31, 1997 and December 31, 1998
were $171.4 million and $133 million, respectively, and are reflected in the
consolidated financial statements as redeemable partners' equity. Such amounts
were determined based on management's estimate of the redemption value of such
interests under current market conditions. Management of the Partnership will
continue to adjust the recorded redemption values based on its estimate of the
relative fair value of the interests subject to redemption. The actual
redemption value of any partnership interests will generally be determined
through the third-party appraisal mechanisms described in the partnership
agreements, and the appraisers will not be bound by management's estimates.
Accordingly, such appraised valuations may be greater than or less than
management's estimates and any such variations could be significant.

While the Partnership has assumed the obligations of FHGLP under the 1993
Incentive Performance Plan (the "Incentive Performance Plan"), FHGLP has agreed
to contribute cash to the Partnership in an amount equal to any payments made by
the Partnership under the Incentive Performance Plan.

NOTE 3 -- ACQUISITIONS AND SALES

The Partnership acquired the cable television systems of FCSC on July 12,
1996 through a newly-formed subsidiary operating partnership for a purchase
price of $253 million including transaction costs. The acquisition of FCSC was
accounted for by the purchase method of accounting, whereby the purchase price
of the FCSC assets was allocated based on an appraisal. The excess of purchase
price over the fair value of net assets acquired, or $18.2 million, has been
recorded as goodwill and is being amortized using the straight-line method over
20 years.

In March and July 1998, FHGLP acquired the Falcon Classic Systems for an
aggregate purchase price of $83.4 million. Falcon Classic had revenue of
approximately $20.3 million for the year ended December 31, 1997.

As discussed in Note 1, on September 30, 1998 the Partnership acquired the
TCI Systems and the Falcon Video Systems in accordance with the Contribution
Agreement.

The acquisitions of the TCI Systems, the Falcon Video Systems and the
Falcon Classic Systems were accounted for by the purchase method of accounting,
whereby the purchase prices were allocated to the assets acquired and
liabilities assumed based on their estimated fair values at the dates of
acquisition, as follows:

<TABLE>
<CAPTION>
FALCON VIDEO FALCON CLASSIC
TCI SYSTEMS SYSTEMS SYSTEMS
----------- -------------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Purchase Price:
General partnership interests
issued............................ $234,457 $ 43,073 $ --
Debt assumed........................ 275,000 112,196 --
Debt incurred....................... -- -- 83,391
Other liabilities assumed........... 955 3,315 2,804
Transaction costs................... 2,879 -- --
-------- -------- -------
513,291 158,584 86,195
-------- -------- -------
</TABLE>

F-417
<PAGE> 663
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
FALCON VIDEO FALCON CLASSIC
TCI SYSTEMS SYSTEMS SYSTEMS
----------- -------------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Fair Market Value of Net Assets
Acquired:
Property, plant and equipment....... 77,992 41,889 33,539
Franchise costs..................... 170,799 36,374 7,847
Customer lists and other intangible
assets............................ 217,443 53,602 34,992
Other assets........................ 4,165 2,381 3,164
-------- -------- -------
470,399 134,246 79,542
-------- -------- -------
Excess of purchase price over fair
value of assets acquired and
liabilities assumed............ $ 42,892 $ 24,338 $ 6,653
======== ======== =======
</TABLE>

The excess of purchase price over the fair value of net assets acquired has
been recorded as goodwill and is being amortized using the straight-line method
over 20 years. The allocation of the purchase price may be subject to possible
adjustment pursuant to the Contribution Agreement.

The general partnership interests issued in the TCI Transaction were valued
in proportion to the estimated fair value of the TCI Systems and the Falcon
Video Systems as compared to the estimated fair value of the Partnership's
assets, which was agreed upon in the Contribution Agreement by all holders of
Partnership interests.

Sources and uses of funds for each of the transactions were as follows:

<TABLE>
<CAPTION>
FALCON VIDEO FALCON CLASSIC
TCI SYSTEMS SYSTEMS SYSTEMS
----------- ------------ --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Sources of Funds:
Cash on hand............................... $ 11,429 $ 59,038 $ 6,591
Advance under bank credit facilities....... 429,739 56,467 76,800
-------- -------- -------
Total sources of funds........... $441,168 $115,505 $83,391
======== ======== =======
Uses of Funds:
Repay debt assumed from TCI and existing
debt of Falcon Video, including accrued
interest................................. $429,739 $115,505 $ --
Purchase price of assets................... -- -- 83,391
Payment of assumed obligations at
closing.................................. 6,495 -- --
Transaction fees and expenses.............. 2,879 -- --
Available funds............................ 2,055 -- --
-------- -------- -------
Total uses of funds.............. $441,168 $115,505 $83,391
======== ======== =======
</TABLE>

The following unaudited condensed consolidated statements of operations
present the consolidated results of operations of the Partnership as if the
acquisitions referred to above had occurred at the beginning of the periods
presented and are not necessarily indicative of what

F-418
<PAGE> 664
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

would have occurred had the acquisitions been made as of such dates or of
results which may occur in the future.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1996 1997 1998
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Revenues..................................... $ 399,449 $ 424,994 $ 426,827
Expenses..................................... (429,891) (438,623) (444,886)
--------- --------- ---------
Operating loss............................. (30,442) (13,629) (18,059)
Interest and other expenses.................. (126,904) (115,507) (130,632)
--------- --------- ---------
Loss before extraordinary item............... $(157,346) $(129,136) $(148,691)
========= ========= =========
</TABLE>

NOTE 4 -- DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:

CASH AND CASH EQUIVALENTS

The carrying amount approximates fair value due to the short maturity of
those instruments.

NOTES PAYABLE

The fair value of the Partnership's 11% Senior Subordinated Notes, 8.375%
Senior Debentures and 9.285% Senior Discount Debentures is based on quoted
market prices for those issues of debt. The fair value of the Partnership's
other subordinated notes is based on quoted market prices for similar issues of
debt with similar maturities. The carrying amount of the Partnership's remaining
debt outstanding approximates fair value due to its variable rate nature.

INTEREST RATE HEDGING AGREEMENTS

The fair value of interest rate hedging agreements is estimated by
obtaining quotes from brokers as to the amount either party would be required to
pay or receive in order to terminate the agreements.

The following table depicts the fair value of each class of financial
instruments for which it is practicable to estimate that value as of December
31:

<TABLE>
<CAPTION>
1997 1998
---------------------- ------------------------
CARRYING CARRYING
VALUE FAIR VALUE VALUE FAIR VALUE
-------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash and cash equivalents................. $ 13,917 $ 13,917 $ 14,284 $ 14,284
Notes payable (Note 6):
11% Senior Subordinated Notes........... 282,193 299,125 -- --
8.375% Senior Debentures................ -- -- 375,000 382,500
9.285% Senior Discount Debentures....... -- -- 294,982 289,275
Bank credit facilities.................. 606,000 606,000 926,000 926,000
Other Subordinated Notes................ 15,000 16,202 15,000 16,426
Capitalized lease obligations........... 10 10 1 1
Other................................... 8,018 8,018 370 370
</TABLE>

F-419
<PAGE> 665
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
NOTIONAL NOTIONAL
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Rate Hedging Agreements (Note 6):
Interest rate swaps....................... $585,000 $ (371) $1,534,713 $(22,013)
Interest rate caps........................ 25,000 (148) -- --
</TABLE>

The carrying value of interest rate swaps and caps was an asset of $402,000
at December 31, 1997 and a net obligation of $20.3 million at December 31, 1998.
See Note 6(g). The amount of debt on which current interest expense has been
affected is $520 million and $960 million for swaps at December 31, 1997 and
1998 and $25 million for caps at December 31, 1997. The balance of the contract
totals presented above reflects contracts entered into as of December 31 which
do not become effective until existing contracts expire.

NOTE 5 -- PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
--------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cable television systems........................... $ 555,253 $ 765,641
Furniture and equipment............................ 19,067 25,576
Vehicles........................................... 12,067 18,381
Land, buildings and improvements................... 10,723 16,505
--------- ---------
597,110 826,103
Less accumulated depreciation and amortization..... (272,551) (320,209)
--------- ---------
$ 324,559 $ 505,894
========= =========
</TABLE>

NOTE 6 -- NOTES PAYABLE

Notes payable consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
-------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
FCLP (formerly FHGLP) Only:
11% Senior Subordinated Notes(a)................. $282,193 $ --
8.375% Senior Debentures(b)...................... -- 375,000
9.285% Senior Discount Debentures, less
unamortized discount(b)....................... -- 294,982
Capitalized lease obligations.................... 10 1
Owned Subsidiaries:
Amended and Restated Credit Agreement(c)......... 606,000 --
New Credit Facility(d)........................... -- 926,000
Other subordinated notes(e)...................... 15,000 15,000
Other(f)......................................... 8,018 370
-------- ----------
$911,221 $1,611,353
======== ==========
</TABLE>

F-420
<PAGE> 666
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(a) 11% Senior Subordinated Notes

On March 29, 1993, FHGLP issued $175 million aggregate principal amount of
11% Senior Subordinated Notes due 2003 (the "Notes"). Interest payment dates
were semi-annual on each March 15 and September 15 commencing September 15,
1993. Through September 15, 2000 FHGLP, at its option, could pay all or any
portion of accrued interest on the Notes by delivering to the holders thereof,
in lieu of cash, additional Notes having an aggregate principal amount equal to
the amount of accrued interest not paid in cash. Through December 31, 1997, the
Partnership elected to issue $107.2 million additional notes as payment-in-kind
for interest. The Partnership elected to pay the interest payment due March 15,
1998 in cash and, under the terms of the Notes, was required to continue to make
cash payments.

On May 19, 1998, FHGLP repurchased approximately $247.8 million aggregate
principal amount of the Notes for an aggregate purchase price of $270.3 million
pursuant to a fixed spread tender offer for all outstanding Notes. The Notes
tendered represented approximately 88% of the Notes previously outstanding. The
approximate $34.4 million of Notes not repurchased in the tender offer were
redeemed on September 15, 1998 in accordance with their terms.

(b) 8.375% Senior Debentures and 9.285% Senior Discount Debentures

On April 3, 1998, FHGLP and its wholly-owned subsidiary, Falcon Funding
Corporation ("FFC" and, collectively with FHGLP, the "Issuers"), sold
$375,000,000 aggregate principal amount of 8.375% Senior Debentures due 2010
(the "Senior Debentures") and $435,250,000 aggregate principal amount at
maturity of 9.285% Senior Discount Debentures due 2010 (the "Senior Discount
Debentures" and, collectively with the Senior Debentures, the "Debentures") in a
private placement. The Debentures were exchanged for debentures with the same
form and terms, but registered under the Securities Act of 1933, as amended, in
August 1998.

In connection with consummation of the TCI Transaction, the Partnership was
substituted for FHGLP as an obligor under the Debentures and thereupon FHGLP was
released and discharged from any further obligation with respect to the
Debentures and the related Indenture. FFC remains as an obligor under the
Debentures and is now a wholly owned subsidiary of the Partnership. FFC was
incorporated solely for the purpose of serving as a co-issuer of the Debentures
and does not have any material operations or assets and will not have any
revenues.

The Senior Discount Debentures were issued at a price of 63.329% per $1,000
aggregate principal amount at maturity, for total gross proceeds of
approximately $275.6 million, and will accrete to stated value at an annual rate
of 9.285% until April 15, 2003. The unamortized discount amounted to $140.3
million at December 31, 1998. After giving effect to offering discounts,
commissions and estimated expenses of the offering, the sale of the Debentures
(representing aggregate indebtedness of approximately $650.6 million as of the
date of issuance) generated net proceeds of approximately $631 million. The
Partnership used substantially all the net proceeds from the sale of the
Debentures to repay outstanding bank indebtedness.

The Partnership had a $775 million senior secured Amended and Restated
Credit Agreement that was scheduled to mature on July 11, 2005. The Amended and
Restated Credit Agreement required the Partnership to make annual reductions of
$1 million on the term loan portion

F-421
<PAGE> 667
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

commencing December 31, 1997. Maximum available borrowings under the Amended and
Restated Credit Agreement were $774 million at December 31, 1997. The Amended
and Restated Credit Agreement required interest on the amount outstanding under
the reducing revolver portion to be tied to the ratio of consolidated total debt
(as defined) to consolidated annualized cash flow (as defined). Interest rates
were based on LIBOR or prime rates at the option of the Partnership. The LIBOR
margin under the reducing revolver ranged from 0.75% to 1.625%, while interest
on the term loan was at the LIBOR rate plus 2.375%.

At December 31, 1997, the weighted average interest rate on borrowings
outstanding under the Amended and Restated Credit Agreement (including the
effects of the interest rate hedging agreements) was 7.69%. The Partnership was
also required to pay a commitment fee per annum on the unused portion.

(d) New Credit Facility

On June 30, 1998, the Partnership entered into a new $1.5 billion senior
credit facility (the "New Credit Facility") which replaced the Amended and
Restated Credit Agreement and provided funds for the closing of the TCI
Transaction. See Note 1. The borrowers under the New Credit Facility were the
operating subsidiaries prior to consummation of the TCI Transaction and,
following the TCI Transaction, the borrower is Falcon LLC. The restricted
companies, as defined under the New Credit Facility, are Falcon LLC and each of
its subsidiaries (excluding certain subsidiaries designated as excluded
companies from time to time) and each restricted company (other than Falcon LLC)
is also a guarantor of the New Credit Facility.

The New Credit Facility consists of three committed facilities (one
revolver and two term loans) and one uncommitted $350 million supplemental
credit facility (the terms of which will be negotiated at the time the
Partnership makes a request to draw on such facility). Facility A is a $650
million revolving credit facility maturing December 29, 2006; Facility B is a
$200 million term loan maturing June 29, 2007; and Facility C is a $300 million
term loan maturing December 31, 2007. All of Facility C and approximately $126
million of Facility B were funded on June 30, 1998, and the debt outstanding
under the Amended and Restated Credit Agreement of approximately $329 million
was repaid. As a result, from June 30, 1998 until September 29, 1998, FHGLP had
an excess cash balance of approximately $90 million. Immediately prior to
closing the TCI Transaction, approximately $39 million was borrowed under
Facility A to discharge certain indebtedness of Falcon Video. In connection with
consummation of the TCI Transaction, Falcon LLC assumed the approximately $433
million of indebtedness outstanding under the New Credit Facility. In addition
to utilizing cash on hand of approximately $63 million, Falcon LLC borrowed the
approximately $74 million remaining under Facility B and approximately $366
million under Facility A to discharge approximately $73 million of Falcon Video
indebtedness and to retire approximately $430 million of TCI indebtedness
assumed as part of the contribution of the TCI Systems. As a result of these
borrowings, the amount outstanding under the New Credit Facility at December 31,
1998 was $926 million. Subject to covenant limitations, the Partnership had
available to it additional borrowing capacity thereunder of $224 million at
December 31, 1998. However, limitations imposed by the Partnership's partnership
agreement as amended would limit available borrowings at December 31, 1998 to
$23.1 million.

(e) Other subordinated notes

Other subordinated notes consist of 11.56% Subordinated Notes due March
2001. The subordinated note agreement contains certain covenants which are
substantially the same as the

F-422
<PAGE> 668
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

covenants under the New Credit Facility, which is described in (d) above. At
December 31, 1998, management believes that the Partnership was in compliance
with such covenants.

(f) Other

Other notes payable as of December 31, 1997 consisted of $7.5 million owed
by Enstar Finance Company, LLC ("EFC"). FHGLP's interest in EFC was not
contributed to FCLP on September 30, 1998. Consequently, EFC's obligations are
excluded from those of the Partnership as of December 31, 1998.

(g) Interest Rate Hedging Agreements

The Partnership utilizes interest rate hedging agreements to establish
long-term fixed interest rates on a portion of its variable-rate debt. The New
Credit Facility requires that interest be tied to the ratio of consolidated
total debt to consolidated annualized cash flow (in each case, as defined
therein), and further requires that the Partnership maintain hedging
arrangements with respect to at least 50% of the outstanding borrowings
thereunder plus any additional borrowings of the Partnership, including the
Debentures, for a two year period. As of December 31, 1998, borrowings under the
New Credit Facility bore interest at an average rate of 7.55% (including the
effect of interest rate hedging agreements). The Partnership has entered into
fixed interest rate hedging agreements with an aggregate notional amount at
December 31, 1998 of $1.485 billion, including contracts of $160 million assumed
from Falcon Video in connection with the TCI Transaction. Agreements in effect
at December 31, 1998 totaled $910 million, with the remaining $575 million to
become effective as certain of the existing contracts mature during 1999 through
October of 2004. These agreements expire at various times through October, 2006.
In addition to these agreements, the Partnership has one interest rate swap
contract with a notional amount of $25 million under which it pays variable
LIBOR rates and receives fixed rate payments.

The hedging agreements resulted in additional interest expense of $1
million, $350,000 and $1.2 million for the years ended December 31, 1996, 1997
and 1998, respectively. The Partnership does not believe that it has any
significant risk of exposure to non-performance by any of its counterparties.

(h) Debt Maturities

The Partnership's notes payable outstanding at December 31, 1998 mature as
follows:

<TABLE>
<CAPTION>
OTHER
8.375% SENIOR 9.285% SENIOR NOTES TO SUBORDINATED
YEAR DEBENTURES DEBENTURES BANKS NOTES OTHER TOTAL
---- ------------- ------------- -------- ------------ ----- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
1999............... $ -- $ -- $ 5,000 $ -- $371 $ 5,371
2000............... -- -- 5,000 -- -- 5,000
2001............... -- -- 5,000 15,000 -- 20,000
2002............... -- -- 5,000 -- -- 5,000
2003............... -- -- 5,000 -- -- 5,000
Thereafter........... 375,000 435,250 901,000 -- -- 1,711,250
</TABLE>

F-423
<PAGE> 669
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(i) Extraordinary Item

Fees and expenses incurred in connection with the repurchase of the Notes
on May 19, 1998 and the retirement of the remaining Notes on September 15, 1998
were $19.7 million in the aggregate. In addition, the unamortized portion of
deferred loan costs related to the Notes and the Amended and Restated Credit
Agreement, which amounted to $10.9 million in the aggregate, were written off as
an extraordinary charge upon the extinguishment of the related debt.

NOTE 7 -- COMMITMENTS AND CONTINGENCIES

The Partnership leases land, office space and equipment under operating
leases expiring at various dates through the year 2039. See Note 9.

Future minimum rentals for operating leases at December 31, 1998 are as
follows:

<TABLE>
<CAPTION>
YEAR TOTAL
---- -----------
(DOLLARS IN
THOUSANDS)
<S> <C>
1999.................................................. $ 2,758
2000.................................................. 2,545
2001.................................................. 2,264
2002.................................................. 1,919
2003.................................................. 1,119
Thereafter.............................................. 4,449
-------
$15,054
=======
</TABLE>

In most cases, management expects that, in the normal course of business,
these leases will be renewed or replaced by other leases. Rent expense amounted
to $2.1 million in 1996, $2.4 million in 1997 and $3.1 million in 1998.

In addition, the Partnership rents line space on utility poles in some of
the franchise areas it serves. These rentals amounted to $2.8 million for 1996,
$3.1 million for 1997 and $3.9 million for 1998. Generally, such pole rental
agreements are short-term; however, the Partnership anticipates such rentals
will continue in the future.

Beginning in August 1997, the Partnership elected to self-insure its cable
distribution plant and subscriber connections against property damage as well as
possible business interruptions caused by such damage. The decision to
self-insure was made due to significant increases in the cost of insurance
coverage and decreases in the amount of insurance coverage available. In October
1998, the Partnership reinstated third party insurance coverage against damage
to its cable distribution plant and subscriber connections and against business
interruptions resulting from such damage. This coverage is subject to a
significant annual deductible and is intended to limit the Partnership's
exposure to catastrophic losses, if any, in future periods. Management believes
that the relatively small size of the Partnership's markets in any one
geographic area, coupled with their geographic separation, will mitigate the
risk that the Partnership could sustain losses due to seasonal weather
conditions or other events that, in the aggregate, could have a material adverse
effect on the Partnership's liquidity and cash flows. The Partnership continues
to purchase insurance coverage in amounts management views as appropriate for
all other property, liability, automobile, workers' compensation and other types
of insurable risks.

F-424
<PAGE> 670
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Partnership is required under various franchise agreements at December
31, 1998 to rebuild certain existing cable systems at a cost of approximately
$83 million.

The Partnership is regulated by various federal, state and local government
entities. The Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act"), provides for among other things, federal and local
regulation of rates charged for basic cable service, cable programming service
tiers ("CPSTs") and equipment and installation services. Regulations issued in
1993 and significantly amended in 1994 by the Federal Communications Commission
(the "FCC") have resulted in changes in the rates charged for the Partnership's
cable services. The Partnership believes that compliance with the 1992 Cable Act
has had a negative impact on its operations and cash flow. It also presently
believes that any potential future liabilities for refund claims or other
related actions would not be material. The Telecommunications Act of 1996 (the
"1996 Telecom Act") was signed into law on February 8, 1996. As it pertains to
cable television, the 1996 Telecom Act, among other things, (i) ends the
regulation of certain CPSTs in 1999; (ii) expands the definition of effective
competition, the existence of which displaces rate regulation; (iii) eliminates
the restriction against the ownership and operation of cable systems by
telephone companies within their local exchange service areas; and (iv)
liberalizes certain of the FCC's cross-ownership restrictions.

The Partnership has various contracts to obtain basic and premium
programming from program suppliers whose compensation is generally based on a
fixed fee per customer or a percentage of the gross receipts for the particular
service. Some program suppliers provide volume discount pricing structures or
offer marketing support to the Partnership. The Partnership's programming
contracts are generally for a fixed period of time and are subject to negotiated
renewal. The Partnership does not have long-term programming contracts for the
supply of a substantial amount of its programming. Accordingly, no assurances
can be given that the Partnership's programming costs will not continue to
increase substantially or that other materially adverse terms will not be added
to the Partnership's programming contracts. Management believes, however, that
the Partnership's relations with its programming suppliers generally are good.

Effective December 1, 1998, the Partnership elected to obtain certain of
its programming services through an affiliate of TCI. This election resulted in
a reduction in the Partnership's programming costs, the majority of which will
be passed on to its customers in the form of reduced rates in compliance with
FCC rules. The Partnership has elected to continue to acquire its remaining
programming services under its existing programming contracts, but may elect to
acquire additional programming services through the TCI affiliate in the future.
The Partnership, in the normal course of business, purchases cable programming
services from certain program suppliers owned in whole or in part by an
affiliate of TCI.

The Partnership is periodically a party to various legal proceedings. Such
legal proceedings are ordinary and routine litigation proceedings that are
incidental to the Partnership's business, and management presently believes that
the outcome of all pending legal proceedings will not, individually or in the
aggregate, have a material adverse effect on the financial condition or results
of operations of the Partnership.

The Partnership, certain of its affiliates, and certain third parties have
been named as defendants in an action entitled Frank O'Shea I.R.A. et al. v.
Falcon Cable Systems Company, et al., Case No. BC 147386, pending in the
Superior Court of the State of California, County of Los Angeles (the "Action").
Plaintiffs in the Action are certain former unitholders of FCSC purporting to
represent a class consisting of former unitholders of FCSC other than those
affiliated with
F-425
<PAGE> 671
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FCSC and/or its controlling persons. The complaint in the Action alleges, among
other things, that defendants breached their fiduciary and contractual duties to
unitholders, and acted negligently, with respect to the purchase from former
unitholders of their interests in FCSC in 1996. A settlement of the action has
been agreed to and will be presented to the court for approval on April 22,
1999. The terms of the settlement, if approved, are not expected to have a
material adverse effect on the financial condition of the Partnership. Net of
insurance proceeds, the settlement's cost to the Partnership would amount to
approximately $2.7 million, all of which had been reserved as of December 31,
1998. The Partnership recognized expenses related to the settlement of $52,000,
$145,000 and $2.5 million in 1996, 1997 and 1998, respectively.

NOTE 8 -- EMPLOYEE BENEFIT PLANS

The subsidiaries of the Partnership have a cash or deferred profit sharing
plan (the "Profit Sharing Plan") covering substantially all of their employees.
FHGLP joined in the adoption of the FHGI cash or deferred profit sharing plan as
of March 31, 1993. The provisions of this plan were amended to be substantially
identical to the provisions of the Profit Sharing Plan.

The Profit Sharing Plan provides that each participant may elect to make a
contribution in an amount up to 20% of the participant's annual compensation
which otherwise would have been payable to the participant as salary. The
Partnership's contribution to the Profit Sharing Plan, as determined by
management, is discretionary but may not exceed 15% of the annual aggregate
compensation (as defined) paid to all participating employees. There were no
contributions for the Profit Sharing Plan in 1996, 1997 or 1998.

On September 30 1998, the Partnership assumed the obligations of FHGLP for
its 1993 Incentive Performance Plan (the "Incentive Plan"). The value of the
interests in the Incentive Plan is tied to the equity value of certain
partnership units in FHGLP held by FHGI. In connection with the assumption by
the Partnership, FHGLP agreed to fund any benefits payable under the Incentive
Plan through additional capital contributions to the Partnership, the waiver of
its rights to receive all or part of certain distributions from the Partnership
and/or a contribution of a portion of its partnership units to the Partnership.
The benefits which are payable under the Incentive Plan are equal to the amount
of distributions which FHGI would have otherwise received with respect to
1,932.67 of the units of FHGLP held by FHGI and a portion of FHGI's interest in
certain of the partnerships that are the general partners of the Partnership's
operating subsidiaries. Benefits are payable under the Incentive Plan only when
distributions would otherwise be paid to FHGI with respect to the
above-described units and interests. The Incentive Plan is scheduled to
terminate on January 5, 2003, at which time the Partnership is required to
distribute the units described above to the participants in the Incentive Plan.
At such time, FHGLP is required to cause the units to be contributed to the
Partnership to fund such distributions. The participants in the Incentive Plan
are present and former employees of the Partnership, FHGLP and its operating
affiliates, all of whom are 100% vested. Prior to the closing of the TCI
Transaction, FHGLP amended the Incentive Plan to provide for payments by FHGLP
at the closing of the TCI Transaction to participants in an aggregate amount of
approximately $6.5 million and to reduce by such amount FHGLP's obligations to
make future payments to participants under the Incentive Plan.

In 1999, the Partnership adopted a Restricted Unit Plan (the "New FCLP
Incentive Plan" or "Plan") for the benefit of certain employees. Grants of
restricted units are provided at the discretion of the Advisory Committee. The
value of the units in the New FCLP Incentive Plan is tied to the equity value of
FCLP above a base equity as determined initially in 1999 by the

F-426
<PAGE> 672
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

partners, and for grants in subsequent years by an appraisal. Benefits are
payable under the New FCLP Incentive Plan only when distributions would
otherwise be payable to equity holders of FCLP. An initial grant of 100,000
units representing 2.75% of the equity of FCLP in excess of the equity base was
approved and will be allocated to the participants in the Plan. There is a
five-year vesting requirement for all participants.

NOTE 9 -- RELATED PARTY TRANSACTIONS

The Partnership is a separate, stand-alone holding company which employs
all of the management personnel. The Partnership is financially dependent on the
receipt of permitted payments from its operating subsidiaries, management and
consulting fees from domestic cable ventures, and the reimbursement of specified
expenses by certain of the Affiliated Partnerships to fund its operations.
Expected increases in the funding requirements of the Partnership combined with
limitations on its sources of cash may create liquidity issues for the
Partnership in the future. Specifically, the Amended and Restated Credit
Agreement and, subsequently, the New Credit Facility, permitted the subsidiaries
of the Partnership to remit to the Partnership no more than 4.25% of their net
cable revenues, as defined, in any year, effective July 12, 1996. Beginning on
January 1, 1999, this limitation was increased to 4.5% of net cable revenues in
any year. As a result of the 1998 acquisition by the Partnership of the Falcon
Classic and Falcon Video Systems, the Partnership will no longer receive
management fees and reimbursed expenses from Falcon Classic or receive
management fees from Falcon Video. Commencing on October 1, 1998, FHGLP retains
20% of the management fees paid by the Enstar partnerships. The management fees
earned from the Enstar partnerships were $1.9 million, $2 million and $1.9
million for the years ended December 31, 1996, 1997 and 1998, respectively.

The management and consulting fees and expense reimbursements earned from
the Affiliated Partnerships amounted to approximately $6.3 million and $3.7
million, $5.2 million and $2.1 million and $3.7 million and $1.5 million for the
years ended December 31, 1996, 1997 and 1998, respectively. The fees and expense
reimbursements of $6.3 million and $3.7 million earned in 1996 included $1.5
million and $1 million earned from FCSC from January 1, 1996 through July 11,
1996. The fees and expense reimbursements of $3.7 million and $1.5 million
earned in 1998 included $191,000 and $128,000 earned from Falcon Classic from
January 1, 1998 through July 16, 1998, and $1.2 million in management fees from
Falcon Video from January 1, 1998 through September 30, 1998. Subsequent to
these acquisitions, the amounts payable to the Partnership in respect of its
management of the former FCSC, Falcon Classic and Falcon Video Systems became
subject to the limitations contained in the Amended and Restated Credit
Agreement and, subsequently, the New Credit Facility.

Receivables from the Affiliated Partnerships for services and
reimbursements described above amounted to approximately $11.3 million and $2.3
million (which, in 1997, included $7.5 million of notes receivable from the
Enstar partnerships) at December 31, 1997 and 1998.

Included in Commitments and Contingencies (Note 7) are two facility lease
agreements with the Partnership's Chief Executive Officer and his wife, or
entities owned by them, requiring annual future minimum rental payments
aggregating $2.1 million through 2001, one facility being assumed by a
subsidiary as part of the assets acquired on July 12, 1996 from FCSC. That
subsidiary acquired the property in February 1999 for $282,500, a price
determined by two independent appraisals. During the years ended December 31,
1996, 1997 and 1998 rent expense on the first facility amounted to $397,000,
$383,000 and $416,000, respectively. The rent paid for the second facility for
the period July 12, 1996 through December 31, 1996 amounted to

F-427
<PAGE> 673
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $18,000, and the amount paid in each of 1997 and 1998 was
approximately $41,000.

In addition, the Partnership provides certain accounting, bookkeeping and
clerical services to the Partnership's Chief Executive Officer. The costs of
services provided were determined based on allocations of time plus overhead
costs (rent, parking, supplies, telephone, etc.). Such services amounted to
$118,300, $163,000 and $212,000 for the years ended December 31, 1996, 1997 and
1998, respectively. These costs were net of amounts reimbursed to the
Partnership by the Chief Executive Officer amounting to $75,000, $55,000 and
$72,000 for the years ended December 31, 1996, 1997 and 1998, respectively.

NOTE 10 -- OTHER INCOME (EXPENSE)

Other income (expense) is comprised of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1997 1998
------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Gain on sale of Available-for-Sale Securities............... $ 2,264 $ -- $ --
Gain on insured casualty losses............................. -- 3,476 314
Write down of investment.................................... (1,000) -- --
Gain (loss) on sale of investment........................... -- (1,360) 174
Net lawsuit settlement costs................................ -- (1,030) (2,614)
Other, net.................................................. (450) (201) (791)
------- ------- -------
$ 814 $ 885 $(2,917)
======= ======= =======
</TABLE>

NOTE 11 -- SUBSEQUENT EVENTS

In March 1999, AT&T and Tele-Communications, Inc. completed a merger under
which Tele-Communications, Inc. became a unit of AT&T called AT&T Broadband &
Internet Services. The unit will continue to be headquartered in the Denver
area. Leo J. Hindery, Jr., who had been president of Tele-Communications, Inc.
since January 1997, was named President and Chief Executive Officer of AT&T
Broadband & Internet Services, which became the owner of TCI Falcon Holdings,
LLC as a result of the merger.

The Partnership entered into a letter of intent with AT&T to form a joint
venture. This joint venture would provide local or any-distance communications
services, other than mobile wireless services, video entertainment services and
high speed Internet access services, to residential and certain small business
customers under the AT&T brand name over the Partnership's infrastructure.
Formation of the joint venture is subject to certain conditions. The Partnership
is unable to predict if or when such conditions will be met.

F-428
<PAGE> 674
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 12 -- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

OPERATING ACTIVITIES

During the years ended December 31, 1996, 1997 and 1998, the Partnership
paid cash interest amounting to approximately $39.7 million, $48.1 million and
$84.9 million, respectively.

INVESTING ACTIVITIES

See Note 3 regarding the non-cash investing activities related to the
acquisitions of the cable systems of the TCI Systems, the Falcon Video Systems,
the Falcon Classic Systems and FCSC.

FINANCING ACTIVITIES

See Note 3 regarding the non-cash financing activities relating to the
acquisitions of the cable systems of the TCI Systems, the Falcon Video Systems,
the Falcon Classic Systems and FCSC. See Note 2 regarding the reclassification
to redeemable partners' equity.

F-429
<PAGE> 675
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 13 -- FCLP (PARENT COMPANY ONLY)

The following parent-only condensed financial information presents Falcon
Communications, L.P.'s balance sheets and related statements of operations and
cash flows by accounting for the investments in its subsidiaries on the equity
method of accounting. The condensed balance sheet information for 1997 and
condensed statement of operations information through September 30, 1998 is for
FHGLP (parent only). The accompanying condensed financial information should be
read in conjunction with the consolidated financial statements and notes
thereto.

CONDENSED BALANCE SHEET INFORMATION

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
--------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS:
Cash and cash equivalents................................ $ 8,177 $ 1,605
Receivables:
Intercompany notes and accrued interest receivable.... 226,437 655,128
Due from affiliates and other entities, of which
$23,374,000 was contractually restricted or
otherwise deferred at December 31, 1997 (see Note
9).................................................. 25,340 2,129
Prepaid expenses and other............................... 711 236
Investments in affiliated partnerships................... 12,827 --
Other investments........................................ 1,519 --
Property, plant and equipment, less accumulated
depreciation and amortization......................... 1,323 3,599
Deferred loan costs, less accumulated amortization....... 4,846 20,044
--------- ---------
$ 281,180 $ 682,741
========= =========
LIABILITIES:
Notes payable............................................ $ 10 $ --
Senior notes payable..................................... 282,193 669,982
Notes payable to affiliates.............................. -- 70,805
Accounts payable......................................... 179 135
Accrued expenses......................................... 14,025 14,000
Equity in net losses of subsidiaries in excess of
investment............................................ 230,155 198,492
--------- ---------
TOTAL LIABILITIES................................ 526,562 953,414
REDEEMABLE PARTNERS' EQUITY................................ 171,373 133,023
PARTNERS' DEFICIT.......................................... (416,755) (403,696)
--------- ---------
$ 281,180 $ 682,741
========= =========
</TABLE>

F-430
<PAGE> 676
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FCLP (PARENT COMPANY ONLY)
CONDENSED STATEMENT OF OPERATIONS INFORMATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1996 1997 1998
-------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
REVENUES:
Management fees:
Affiliated Partnerships................... $ 3,962 $ 2,873 $ 2,120
Subsidiaries.............................. 12,020 13,979 14,010
International and other................... 413 281 33
-------- -------- ---------
Total revenues....................... 16,395 17,133 16,163
-------- -------- ---------
EXPENSES:
General and administrative expenses.......... 9,096 11,328 21,134
Depreciation and amortization................ 375 274 559
-------- -------- ---------
Total expenses....................... 9,471 11,602 21,693
-------- -------- ---------
Operating income (loss).............. 6,924 5,531 (5,530)
OTHER INCOME (EXPENSE):
Interest income.............................. 19,884 22,997 50,562
Interest expense............................. (27,469) (30,485) (59,629)
Equity in net losses of subsidiaries......... (50,351) (56,422) (105,659)
Equity in net losses of investee
partnerships.............................. (73) (4) (31)
Other, net................................... 1,100 (2,455) --
-------- -------- ---------
Net loss before extraordinary item............. (49,985) (60,838) (120,287)
Extraordinary item, retirement of debt......... -- -- (24,196)
-------- -------- ---------
NET LOSS....................................... $(49,985) $(60,838) $(144,483)
======== ======== =========
</TABLE>

F-431
<PAGE> 677
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FCLP (PARENT COMPANY ONLY)
CONDENSED STATEMENT OF CASH FLOWS INFORMATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1996 1997 1998
------- ------ ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net cash provided by (used in)
Operating activities............................. $(8,969) $1,478 $(418,226)
------- ------ ---------
Cash flows from investing activities:
Distributions from affiliated partnerships....... 773 -- 1,820
Capital expenditures............................. (242) (417) (2,836)
Investments in affiliated partnerships and other
investments................................... (9,000) (254) (2,998)
Proceeds from sale of investments and other
assets........................................ 3 702 1,694
Proceeds from sale of available-for-sale
securities.................................... 9,502 -- --
Assets retained by Falcon Holding Group, L.P..... -- -- (2,893)
------- ------ ---------
Net cash provided by (used in) investing
activities....................................... 1,036 31 (5,213)
------- ------ ---------
Cash flows from financing activities:
Repayment of debt................................ (120) (131) (282,203)
Borrowings from notes payable.................... -- -- 650,639
Borrowings from subsidiaries..................... -- -- 70,805
Capital contributions............................ 5,000 93 --
Redemption of partners' equity................... -- -- (1,170)
Deferred loan costs.............................. -- -- (21,204)
------- ------ ---------
Net cash provided by (used in) financing
activities....................................... 4,880 (38) 416,867
------- ------ ---------
Net increase (decrease) in cash and cash
equivalents...................................... (3,053) 1,471 (6,572)
Cash and cash equivalents, at beginning of year.... 9,759 6,706 8,177
------- ------ ---------
Cash and cash equivalents, at end of year.......... $ 6,706 $8,177 $ 1,605
======= ====== =========
</TABLE>

F-432
<PAGE> 678

FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998* 1999
------------ -----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS:
Cash and cash equivalents................................. $ 14,284 $ 11,852
Receivables:
Trade, less allowance of $670,000 and $699,000 for
possible losses........................................ 15,760 19,102
Affiliates............................................. 2,322 6,949
Other assets.............................................. 16,779 35,007
Property, plant and equipment, less accumulated
depreciation and amortization of $320,209,000 and
$349,316,000........................................... 505,894 522,587
Franchise cost, less accumulated amortization of
$226,526,000 and $251,998,000.......................... 397,727 384,197
Goodwill, less accumulated amortization of $25,646,000 and
$30,547,000............................................ 135,308 133,480
Customer lists and other intangible costs, less
accumulated amortization of $59,422,000 and
$97,912,000............................................ 333,017 300,314
Deferred loan costs, less accumulated amortization of
$2,014,000 and $2,352,000.............................. 24,331 23,354
---------- ----------
$1,445,422 $1,436,842
========== ==========
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES:
Notes payable............................................. $1,611,353 $1,665,676
Accounts payable.......................................... 10,341 6,088
Accrued expenses.......................................... 83,077 138,804
Customer deposits and prepayments......................... 2,257 2,630
Deferred income taxes..................................... 8,664 2,287
Minority interest......................................... 403 387
---------- ----------
TOTAL LIABILITIES........................................... 1,716,095 1,815,872
---------- ----------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PARTNERS' EQUITY................................. 133,023 400,471
---------- ----------
PARTNERS' EQUITY (DEFICIT):
General partner........................................... (408,369) (783,100)
Limited partners.......................................... 4,673 3,599
---------- ----------
TOTAL PARTNERS' DEFICIT..................................... (403,696) (779,501)
---------- ----------
$1,445,422 $1,436,842
========== ==========
</TABLE>

- ---------------
*As presented in the audited financial statements.

See accompanying notes to condensed consolidated financial statements.
F-433
<PAGE> 679

FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------
1998 1999
--------- ----------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
REVENUES.................................................... $133,332 $ 212,205
-------- ---------
OPERATING COSTS AND EXPENSES:
Programming costs......................................... 25,933 47,233
Service costs............................................. 14,124 25,545
General and administrative expenses....................... 24,516 39,779
Equity-based deferred compensation........................ -- 44,600
Depreciation and amortization............................. 64,006 110,048
-------- ---------
Total operating costs and expenses................ 128,579 267,205
-------- ---------
Operating income (loss)........................... 4,753 (55,000)

OTHER INCOME (EXPENSE):
Interest expense, net..................................... (44,699) (64,852)
Equity in net loss of investee partnerships............... (266) 163
Other income (expense), net............................... (824) 9,807
Income tax benefit........................................ 1,831 2,459
-------- ---------
NET LOSS BEFORE EXTRAORDINARY ITEMS......................... $(39,205) $(107,423)
EXTRAORDINARY ITEMS......................................... (28,412) --
-------- ---------
NET LOSS.................................................... $(67,617) $(107,423)
======== =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.
F-434
<PAGE> 680

FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
1998 1999
---------- --------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Net cash provided by operating activities................... $ 13,558 $ 36,697
---------- --------
Cash flows from investing activities:
Acquisition of cable television systems................... (76,789) (16,450)
Capital expenditures...................................... (38,609) (59,034)
Increase in intangible assets............................. (1,102) (2,151)
Other..................................................... 1,065 (2,107)
---------- --------
Net cash used in investing activities.................. (115,435) (79,742)
---------- --------
Cash flows from financing activities:
Borrowings from notes payable............................. 1,445,957 68,500
Repayment of debt......................................... (1,224,683) (27,871)
Deferred loan costs....................................... (23,944) (16)
Other..................................................... 83 --
---------- --------
Net cash provided by financing activities.............. 197,413 40,613
---------- --------
Net increase (decrease) in cash and cash equivalents........ 95,536 (2,432)
Cash and cash equivalents at beginning of period............ 13,917 14,284
---------- --------
Cash and cash equivalents at end of period.................. $ 109,453 $ 11,852
========== ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.
F-435
<PAGE> 681

FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- BASIS OF PRESENTATION

Falcon Communications, L.P., a California limited partnership (the
"Partnership") and successor to Falcon Holding Group, L.P. ("FHGLP"), owns and
operates cable television systems serving small to medium-sized communities and
the suburbs of certain cities in 23 states. On September 30, 1998, pursuant to a
Contribution and Purchase Agreement dated as of December 30, 1997, as amended
(the "Contribution Agreement"), FHGLP acquired the assets and liabilities of
Falcon Video Communications, L.P. ("Falcon Video" or the "Falcon Video
systems"), in exchange for ownership interests in FHGLP. Simultaneously with the
closing of that transaction, in accordance with the Contribution Agreement,
FHGLP contributed substantially all of the existing cable television system
operations owned by FHGLP and its subsidiaries (including the Falcon Video
systems) to the Partnership and TCI Falcon Holdings, LLC ("TCI") contributed
certain cable television systems owned and operated by affiliates of TCI (the
"TCI systems") to the Partnership (the "TCI Transaction"). In March 1999, AT&T
and Tele-Communications, Inc. completed a merger under which
Tele-Communications, Inc. became a unit of AT&T called AT&T Broadband & Internet
Services, which became the owner of TCI Falcon Holdings, LLC as a result of the
merger. As a result, AT&T Broadband and Internet Services holds approximately
46% of the equity interests of the Partnership and FHGLP holds the remaining 54%
and serves as the managing general partner of the Partnership. The TCI
Transaction has been accounted for as a recapitalization of FHGLP into the
Partnership and the concurrent acquisition by the Partnership of the TCI
systems.

On May 26, 1999, the Partnership and Charter Communications ("Charter")
announced a definitive agreement in which Charter will acquire the Partnership
in a cash and stock transaction valued at approximately $3.6 billion. Closing of
the pending sale is subject to obtaining all necessary government approvals, and
is anticipated to take place in the fourth quarter of 1999.

NOTE 2 -- INTERIM FINANCIAL STATEMENTS

The interim financial statements for the six months ended June 30, 1999 and
1998 are unaudited. These condensed interim financial statements should be read
in conjunction with the audited financial statements and notes thereto included
in the Partnership's latest Annual Report on Form 10-K. In the opinion of
management, such statements reflect all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the results of such
periods. The results of operations for the six months ended June 30, 1999 are
not indicative of results for the entire year.

NOTE 3 -- REDEEMABLE PARTNERS' EQUITY

Redeemable partners' equity has been adjusted as of June 30, 1999 based on
the estimated redemption value to be recognized from the pending sale to
Charter.

NOTE 4 -- EQUITY-BASED DEFERRED COMPENSATION

In connection with the pending sale of the Partnership to Charter discussed
in Note 1, the Partnership recorded a non-cash charge of $42 million during the
three months ended June 30, 1999 related to both the 1993 Incentive Performance
Plan ($17.2 million) and the 1999 Employee Restricted Unit Plan ($24.8 million).
The amounts were determined based on the value of the underlying ownership
units, as established by the pending sale of the Partnership to Charter. $2.6
million of additional compensation related to the 1993 Incentive Performance
Plan was recorded in the three months ended March 31, 1999 based on management's
estimate of the increase in value of the underlying ownership interests since
December 31, 1998. Payments under the plans are subject to closing of the sale
to Charter, and will be paid from net sales

F-436
<PAGE> 682
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

proceeds. The total deferred compensation of $44.6 million under these plans is
included in accrued expenses.

NOTE 5 -- ACQUISITIONS

In March 1998, the Partnership acquired substantially all of the assets of
Falcon Classic Cable Income Properties, L.P. As discussed in Note 1, on
September 30, 1998 the Partnership acquired the TCI systems and the Falcon Video
systems in accordance with the Contribution Agreement. The following unaudited
condensed consolidated pro forma statement of operations presents the
consolidated results of operations of the Partnership as if the acquisitions had
occurred at January 1, 1998 and is not necessarily indicative of what would have
occurred had the acquisitions been made as of that date or of results which may
occur in the future.

<TABLE>
<CAPTION>
SIX
MONTHS ENDED
JUNE 30, 1998
-------------
(DOLLARS IN THOUSANDS)
<S> <C>
Revenues...................................... $ 213,639
Expenses...................................... (221,238)
---------
Operating loss.............................. (7,599)
Interest and other expenses................... (63,951)
---------
Net loss...................................... $ (71,550)
=========
</TABLE>

In January 1999, the Partnership acquired the assets of certain cable
systems located in Oregon for $800,700. The acquired systems serve approximately
591 customers, and are being operated as part of the Medford region. On March
15, 1999, the Partnership acquired the assets of certain cable systems located
in Utah for $6.8 million. This system serves approximately 7,928 customers and
is being operated as part of the St. George region. On March 22, 1999, the
Partnership acquired the assets of the Franklin, Virginia system in exchange for
the assets of its Scottsburg, Indiana systems and $8 million in cash and
recognized a gain of $8.3 million. The Franklin system serves approximately
9,042 customers and the Scottsburg systems served approximately 4,507 customers.
The effects of this transaction on results of operations are not material. On
July 30, 1999, the Partnership acquired the assets of certain cable systems
serving 6,500 customers located in Oregon for $9.5 million.

NOTE 6 -- RECENT DEVELOPMENTS

On April 8, 1999, the Partnership announced that it had executed a term
sheet with regard to a joint venture to be formed called @Home Solutions, which
would offer turnkey, fully managed and comprehensive high speed Internet access
to cable operators serving small to medium-sized communities, including the
Partnership. In connection with the sale of the Partnership to Charter as
discussed in Note 1, the Partnership withdrew from the @Home Solutions joint
venture and reimbursed @Home Solutions $500,000 for costs incurred.

NOTE 7 -- SALE OF SYSTEMS

On March 1, 1999, the Partnership contributed $2.4 million cash and certain
systems located in Oregon with a net book value of $5.6 million to a joint
venture with Bend Cable Communications, Inc., who manages the joint venture. The
Partnership owns 17% of the joint venture. These systems had been acquired from
Falcon Classic in March 1998, and served approximately 3,471 subscribers at
March 1, 1999.

On March 26, 1999, the Partnership sold certain systems serving
approximately 2,550 subscribers in Kansas for $3.2 million and recognized a gain
of $2.5 million.

F-437
<PAGE> 683

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Tele-Communications, Inc.:

We have audited the accompanying combined balance sheets of the TCI Falcon
Systems (as defined in Note 1 to the combined financial statements) as of
September 30, 1998 and December 31, 1997, and the related combined statements of
operations and parent's investment, and cash flows for the nine-month period
ended September 30, 1998 and for each of the years in the two-year period ended
December 31, 1997. These combined financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
combined financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the TCI Falcon
Systems as of September 30, 1998 and December 31, 1997, and the results of their
operations and their cash flows for the nine-month period ended September 30,
1998 and for each of the years in the two-year period ended December 31, 1997,
in conformity with generally accepted accounting principles.

/s/ KPMG LLP

Denver, Colorado
June 21, 1999

F-438
<PAGE> 684

TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
ASSETS
Trade and other receivables, net............................ $ 2,452 $ 4,665
Property and equipment, at cost:
Land...................................................... 1,289 1,232
Distribution systems...................................... 151,017 137,767
Support equipment and buildings........................... 20,687 18,354
-------- --------
172,993 157,353
Less accumulated depreciation............................. 80,404 69,857
-------- --------
92,589 87,496
-------- --------
Franchise costs............................................. 399,258 393,540
Less accumulated amortization............................. 70,045 62,849
-------- --------
329,213 330,691
-------- --------
Other assets, net of accumulated amortization............... 630 714
-------- --------
$424,884 $423,566
======== ========
LIABILITIES AND PARENT'S INVESTMENT
Accounts payable............................................ $ 729 $ 350
Accrued expenses............................................ 5,267 3,487
Deferred income taxes (note 4).............................. 124,586 121,183
-------- --------
Total liabilities................................. 130,582 125,020
Parent's investment (note 5)................................ 294,302 298,546
-------- --------
Commitments and contingencies (note 6)...................... $424,884 $423,566
======== ========
</TABLE>

See accompanying notes to combined financial statements.
F-439
<PAGE> 685

TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

COMBINED STATEMENTS OF OPERATIONS AND PARENT'S INVESTMENT

<TABLE>
<CAPTION>
JANUARY 1, 1998 YEARS ENDED
THROUGH DECEMBER 31,
SEPTEMBER 30, --------------------
1998 1997 1996
--------------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Revenue.............................................. $ 86,476 $113,897 $102,155
Operating costs and expenses:
Operating (note 5)................................. 31,154 39,392 33,521
Selling, general and administrative................ 17,234 19,687 21,695
Administrative fees (note 5)....................... 2,853 5,034 5,768
Depreciation....................................... 10,317 12,724 12,077
Amortization....................................... 7,440 9,785 8,184
-------- -------- --------
68,998 86,622 81,245
-------- -------- --------
Operating income................................ 17,478 27,275 20,910
Other income (expense):
Intercompany interest expense (note 5)............. (4,343) (5,832) (4,701)
Other, net......................................... 28 (84) (44)
-------- -------- --------
(4,315) (5,916) (4,745)
-------- -------- --------
Earnings before income taxes.................... 13,163 21,359 16,165
Income tax expense................................... (5,228) (8,808) (6,239)
-------- -------- --------
Net earnings.................................... 7,935 12,551 9,926
Parent's investment:
Beginning of period................................ 298,546 319,520 262,752
Change in due to Tele-Communications, Inc. ("TCI")
(note 5)........................................ (12,179) (33,525) 46,842
-------- -------- --------
End of period...................................... $294,302 $298,546 $319,520
======== ======== ========
</TABLE>

See accompanying notes to combined financial statements.
F-440
<PAGE> 686

TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
JANUARY 1, 1998 YEARS ENDED
THROUGH DECEMBER 31,
SEPTEMBER 30, --------------------
1998 1997 1996
--------------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings....................................... $ 7,935 $ 12,551 $ 9,926
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization................... 17,757 22,509 20,261
Deferred income tax expense..................... 3,403 7,181 4,533
Changes in operating assets and liabilities, net
of effects of acquisitions:
Change in receivables......................... 2,213 (1,644) (55)
Change in other assets........................ 84 (125) (248)
Change in accounts payable and accrued
expenses................................... 2,159 418 (473)
-------- -------- --------
Net cash provided by operating
activities............................... 33,551 40,890 33,944
-------- -------- --------
Cash flows from investing activities:
Capital expended for property and equipment........ (13,540) (7,586) (13,278)
Cash paid for acquisitions......................... -- -- (68,240)
Other investing activities......................... (809) 221 732
-------- -------- --------
Net cash used in investing activities...... (14,349) (7,365) (80,786)
-------- -------- --------
Cash flows from financing activities:
Change in due to TCI............................... (19,202) (33,525) 46,842
-------- -------- --------
Net cash provided by (used in) financing
activities............................... (19,202) (33,525) 46,842
-------- -------- --------
Net change in cash......................... -- -- --
Cash:
Beginning of period...................... -- -- --
-------- -------- --------
End of period............................ $ -- $ -- $ --
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest........... $ 4,343 $ 5,832 $ 4,701
======== ======== ========
Cash paid during the period for income taxes....... $ -- $ 140 $ 86
======== ======== ========
</TABLE>

See accompanying notes to combined financial statements.
F-441
<PAGE> 687

TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 1998 TO SEPTEMBER 30, 1998,
AND FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

(1) BASIS OF PRESENTATION

The combined financial statements include the accounts of thirteen of TCI's
cable television systems serving certain subscribers within Oregon, Washington,
Alabama, Missouri and California (collectively, the "TCI Falcon Systems"). This
combination was created in connection with the Partnership formation discussed
below. The TCI Falcon Systems were indirectly wholly-owned by TCI in all periods
presented herein up to the date of the Contribution, as defined below. All
significant inter-entity accounts and transactions have been eliminated in
combination. The combined net assets of the TCI Falcon Systems including amounts
due to TCI are referred to as "Parent's Investment".

TCI's ownership interests in the TCI Falcon Systems, as described above,
were acquired through transactions wherein TCI acquired various larger cable
entities (the "Original Systems"). The TCI Falcon System's combined financial
statements include an allocation of the purchase price and certain purchase
accounting adjustments, including the related deferred tax effects, from TCI's
acquisition of the Original Systems. Such allocation and the related franchise
cost amortization was based on the relative fair market value of the systems
acquired. In addition, certain costs of TCI are charged to the TCI Falcon
Systems based on their number of customers (see note 5). Although such
allocations are not necessarily indicative of the costs that would have been
incurred by the TCI Falcon Systems on a stand alone basis, management believes
that the resulting allocated amounts are reasonable.

Partnership Formation

On September 30, 1998, TCI and Falcon Holding Group, LP ("Falcon") closed a
transaction under a Contribution and Purchase Agreement (the "Contribution"),
whereby TCI contributed the TCI Falcon Systems to a newly formed partnership
(the "Partnership") between TCI and Falcon in exchange for an approximate 46%
ownership interest in the Partnership. The accompanying combined financial
statements reflect the position, results of operations and cash flows of the TCI
Falcon Systems immediately prior to the Contribution, and, therefore, do not
include the effects of such Contribution.

(2) ACQUISITION

On January 1, 1998, a subsidiary of TCI acquired certain cable television
assets in and around Ellensburg, WA from King Videocable Company. On the same
date, these assets were transferred to the TCI Falcon Systems. As a result of
these transactions, the TCI Falcon Systems recorded non-cash increases in
property and equipment of $2,100,000, in franchise costs of $4,923,000, and in
parent's investment of $7,023,000. Assuming the acquisition had occurred on
January 1, 1997, the TCI Falcon Systems' pro forma results of operations would
not have been materially different from the results of operations for the year
ended December 31, 1997.

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Receivables

Receivables are reflected net of an allowance for doubtful accounts. Such
allowance at September 30, 1998 and December 31, 1997 was not significant.

F-442
<PAGE> 688
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Property and Equipment

Property and equipment are stated at cost, including acquisition costs
allocated to tangible assets acquired. Construction costs, labor and applicable
overhead related to installations, and interest during construction are
capitalized. During the nine-month period ended September 30, 1998 and for the
years ended December 31, 1997 and 1996, interest capitalized was not
significant.

Depreciation is computed on a straight-line basis using estimated useful
lives of 3 to 15 years for distribution systems and 3 to 40 years for support
equipment and buildings.

Repairs and maintenance are charged to operations, and renewals and
additions are capitalized. At the time of ordinary retirements, sales or other
dispositions of property, the original cost and cost of removal of such property
are charged to accumulated depreciation, and salvage, if any, is credited
thereto. Gains or losses are only recognized in connection with the sales of
properties in their entirety.

Franchise Costs

Franchise costs include the difference between the cost of acquiring cable
television systems and amounts assigned to their tangible assets. Such amounts
are generally amortized on a straight-line basis over 40 years. Costs incurred
by the TCI Falcon Systems in negotiating and renewing franchise agreements are
amortized on a straight-line basis over the life of the franchise, generally 10
to 20 years.

Impairment of Long-Lived Assets

Management periodically reviews the carrying amounts of property, plant and
equipment and its intangible assets to determine whether current events or
circumstances warrant adjustments to such carrying amounts. If an impairment
adjustment is deemed necessary based on an analysis of undiscounted cash flows,
such loss is measured by the amount that the carrying value of such assets
exceeds their fair value. Considerable management judgment is necessary to
estimate the fair value of assets, accordingly, actual results could vary
significantly from such estimates. Assets to be disposed of are carried at the
lower of their financial statement carrying amount or fair value less costs to
sell.

Revenue Recognition

Cable revenue for customer fees, equipment rental, advertising, and
pay-per-view programming is recognized in the period that services are
delivered. Installation revenue is recognized in the period the installation
services are provided to the extent of direct selling costs. Any remaining
amount is deferred and recognized over the estimated average period that
customers are expected to remain connected to the cable television system.

Combined Statements of Cash Flows

Transactions effected through the intercompany account with TCI (except for
the acquisition and dividend discussed in notes 2 and 5, respectively) have been
considered constructive cash receipts and payments for purposes of the combined
statements of cash flows.

F-443
<PAGE> 689
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Estimates

The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the combined financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.

Reclassifications

Certain prior year amounts have been reclassified for comparability with
the 1998 presentation.

(4) INCOME TAXES

The TCI Falcon Systems were included in the consolidated federal income tax
return of TCI. Income tax expense for the TCI Falcon Systems is based on those
items in the consolidated calculation applicable to the TCI Falcon Systems.
Intercompany tax allocation represents an apportionment of tax expense or
benefit (other than deferred taxes) among subsidiaries of TCI in relation to
their respective amounts of taxable earnings or losses. The payable or
receivable arising from the intercompany tax allocation is recorded as an
increase or decrease in amounts due to TCI. Deferred income taxes are based on
the book and tax basis differences of the assets and liabilities within the TCI
Falcon Systems. The income tax amounts included in the accompanying combined
financial statements approximate the amounts that would have been reported if
the TCI Falcon Systems had filed a separate income tax return.

Income tax expense for the nine-month period ended September 30, 1998 and
for the years ended December 31, 1997 and 1996 consists of:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- -------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Nine-month period ended September 30, 1998:
Intercompany allocation........................... $(1,825) $ -- $(1,825)
Federal........................................... -- (2,778) (2,778)
State and local................................... -- (625) (625)
------- ------- -------
$(1,825) $(3,403) $(5,228)
======= ======= =======
Year ended December 31, 1997:
Intercompany allocation........................... $(1,487) $ -- $(1,487)
Federal........................................... -- (5,862) (5,862)
State and local................................... (140) (1,319) (1,459)
------- ------- -------
$(1,627) $(7,181) $(8,808)
======= ======= =======
Year ended December 31, 1996:
Intercompany allocation........................... $(1,620) $ -- $(1,620)
Federal........................................... -- (4,032) (4,032)
State and local................................... (86) (501) (587)
------- ------- -------
$(1,706) $(4,533) $(6,239)
======= ======= =======
</TABLE>

F-444
<PAGE> 690
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Income tax expense differs from the amounts computed by applying the
federal income tax rate of 35% as a result of the following:

<TABLE>
<CAPTION>
JANUARY 1, 1998 YEARS ENDED
THROUGH DECEMBER 31,
SEPTEMBER 30, ------------------
1998 1997 1996
--------------- ------- -------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Computed "expected" tax expense................ $(4,607) $(7,476) $(5,658)
Amortization not deductible for tax purposes... (198) (265) (178)
State and local income taxes, net of federal
income tax benefit........................... (406) (948) (382)
Other.......................................... (17) (119) (21)
------- ------- -------
$(5,228) $(8,808) $(6,239)
======= ======= =======
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset and deferred tax liabilities at September 30,
1998 and December 31, 1997 are presented below:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Deferred tax asset -- principally due to non-
deductible accruals........................... $ 146 $ 128
-------- --------
Deferred tax liabilities:
Property and equipment, principally due to
differences in depreciation................ 24,246 20,985
Franchise costs, principally due to
differences in amortization and initial
basis...................................... 100,486 100,326
-------- --------
Total gross deferred tax
liabilities......................... 124,732 121,311
-------- --------
Net deferred tax liability............ $124,586 $121,183
======== ========
</TABLE>

(5) PARENT'S INVESTMENT

Parent's investment in the TCI Falcon Systems at September 30, 1998 and
December 31, 1997 is summarized as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Due to TCI...................................... $ 642,228 $224,668
Retained earnings (deficit)..................... (347,926) 73,878
--------- --------
$ 294,302 $298,546
========= ========
</TABLE>

The amount due to TCI represents advances for operations, acquisitions and
construction costs, as well as, the amounts owed as a result of the allocation
of certain costs from TCI. TCI charges intercompany interest expense at variable
rates to cable systems within the TCI Falcon Systems based upon amounts due to
TCI from the cable systems. Such amounts are due on demand.

F-445
<PAGE> 691
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

On August 15, 1998, TCI caused the TCI Falcon Systems to effect
distributions from the TCI Falcon Systems to TCI aggregating $429,739,000 (the
"Dividend"). The Dividend resulted in a non-cash increase to the intercompany
amounts owed to TCI and a corresponding non-cash decrease to retained earnings.

As a result of TCI's ownership of 100% of the TCI Falcon Systems prior to
the Contribution, the amounts due to TCI have been classified as a component of
parent's investment in the accompanying combined financial statements.

The TCI Falcon Systems purchase, at TCI's cost, substantially all of their
pay television and other programming from affiliates of TCI. Charges for such
programming were $21,479,000, $25,500,000 and $20,248,000 for the nine months
ended September 30, 1998 and the years ended December 31, 1997 and 1996,
respectively, and are included in operating expenses in the accompanying
combined financial statements.

Certain subsidiaries of TCI provide administrative services to the TCI
Falcon Systems and have assumed managerial responsibility of the TCI Falcon
Systems' cable television system operations and construction. As compensation
for these services, the TCI Falcon Systems pay a monthly fee calculated on a
per-customer basis.

The intercompany advances and expense allocation activity in amounts due to
TCI consists of the following:

<TABLE>
<CAPTION>
JANUARY 1, 1998 YEARS ENDED
THROUGH DECEMBER 31,
SEPTEMBER 30, --------------------
1998 1997 1996
--------------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Beginning of period.......................... $224,668 $258,193 $211,351
Transfer of cable system acquisition
purchase price.......................... 7,023 -- 68,240
Programming charges........................ 21,479 25,500 20,248
Administrative fees........................ 2,853 5,034 5,768
Intercompany interest expense.............. 4,343 5,832 4,701
Tax allocations............................ 1,825 1,487 1,620
Distribution to TCI........................ 429,739 -- --
Cash transfer.............................. (49,702) (71,378) (53,735)
-------- -------- --------
End of period................................ $642,228 $224,668 $258,193
======== ======== ========
</TABLE>

(6) COMMITMENTS AND CONTINGENCIES

The Cable Television Consumer Protection and Competition Act of 1992 (the
"1992 Cable Act") imposed certain rate regulations on the cable television
industry. Under the 1992 Cable Act, all cable systems are subject to rate
regulation, unless they face "effective competition," as defined by the 1992
Cable Act and expanded in the Telecommunications Act of 1996 (the "1996 Act"),
in their local franchise area.

F-446
<PAGE> 692
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

cable programming service tier ("CPST"). The FCC's authority to regulate CPST
rates expired on March 31, 1999. The FCC has taken the position that it will
still adjudicate CPST complaints filed after this sunset date (but no later than
180 days after the last CPST rate increase imposed prior to March 31, 1999), and
will strictly limit its review (and possible refund orders) to the time period
predating the sunset date.

Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price structure that allows for the recovery
of inflation and certain increased costs, as well as providing some incentive
for expanding channel carriage. Operators also have the opportunity to bypass
this "benchmark" regulatory structure in favor of the traditional "cost-of-
service" regulation in cases where the latter methodology appears favorable.
Premium cable services offered on a per-channel or per-program basis remain
unregulated, as do affirmatively marketed packages consisting entirely of new
programming product.

The management of the TCI Falcon Systems believes that it has complied in
all material respects with the provisions of the 1992 Cable Act and the 1996
Act, including its rate setting provisions. If, as a result of the review
process, a system cannot substantiate its rates, it could be required to
retroactively reduce its rates to the appropriate benchmark and refund the
excess portion of rates received. Any refunds of the excess portion of CPST
rates would be retroactive to the date of complaint. Any refunds of the excess
portion of BST or equipment rates would be retroactive to one year prior to the
implementation of the rate reductions.

Certain plaintiffs have filed or threatened separate class action
complaints against certain of the systems of TCI Falcon Systems, alleging that
the systems' practice of assessing an administrative fee to customers whose
payments are delinquent constitutes an invalid liquidated damage provision, a
breach of contract, and violates local consumer protection statutes. Plaintiffs
seek recovery of all late fees paid to the subject systems as a class purporting
to consist of all customers who were assessed such fees during the applicable
limitation period, plus attorney fees and costs.

The TCI Falcon Systems have contingent liabilities related to legal
proceedings and other matters arising in the ordinary course of business.
Although it is possible the TCI Falcon Systems may incur losses upon conclusion
of the matters referred to above, an estimate of any loss or range of loss
cannot presently be made. Based upon the facts available, management believes
that, although no assurance can be given as to the outcome of these actions, the
ultimate disposition should not have a material adverse effect upon the combined
financial condition of the TCI Falcon Systems.

The TCI Falcon Systems lease business offices, have entered into pole
rental agreements and use certain equipment under lease arrangements. Rental
expense under such arrangements amounted to $1,268,000, $1,868,000 and
$1,370,000 for the nine-month period ended September 30, 1998, and the years
ended December 31, 1997 and 1996, respectively.

F-447
<PAGE> 693
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum lease payments under noncancellable operating leases for
each of the next five years are summarized as follows (amounts in thousands):

<TABLE>
<CAPTION>
YEARS ENDING
SEPTEMBER 30,
- -------------
<S> <C>
1999........................................................ $ 762
2000........................................................ 667
2001........................................................ 533
2002........................................................ 469
2003........................................................ 414
Thereafter.................................................. 2,768
------
$5,613
======
</TABLE>

TCI formed a year 2000 Program Management Office (the "PMO") to organize
and manage its year 2000 remediation efforts. The PMO is responsible for
overseeing, coordinating and reporting on TCI's year 2000 remediation efforts,
including the year 2000 remediation efforts of the TCI Falcon Systems prior to
the Contribution. Subsequent to the date of the Contribution, the year 2000
remediation efforts of the TCI Falcon Systems are no longer the responsibility
of TCI or the PMO.

The failure to correct a material year 2000 problem could result in an
interruption or failure of certain important business operations. There can be
no assurance that the TCI Falcon Systems or the systems of other companies on
which the TCI Falcon Systems relies will be converted in time or that any such
failure to convert by the TCI Falcon Systems or other companies will not have a
material adverse effect on its financial position, results of operations or cash
flows.

F-448
<PAGE> 694

REPORT OF INDEPENDENT AUDITORS

The Management Committee
TWFanch-one Co. and TWFanch-two Co.

We have audited the accompanying combined balance sheets of Fanch Cable
Systems (comprised of components of TWFanch-one Co. and TWFanch-two Co.), as of
December 31, 1998 and 1997, and the related combined statements of operations,
net assets and cash flows for the years then ended. These financial statements
are the responsibility of Fanch Cable System's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Fanch Cable Systems
at December 31, 1998 and 1997, and the combined results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

/s/ ERNST & YOUNG LLP
Denver, Colorado

March 11, 1999
except for Notes 1 and 8, as to which the dates are
May 12, 1999 and June 22, 1999, respectively

F-449
<PAGE> 695

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ -- $ --
Accounts receivable, less allowance for doubtful accounts
of $406,230 and $412,119 in 1998 and 1997,
respectively........................................... 2,681,911 2,573,619
Prepaid expenses and other current assets................. 1,546,251 790,034
------------ ------------
Total current assets........................................ 4,228,162 3,363,653
Property, plant and equipment:
Transmission and distribution systems and related
equipment.............................................. 170,156,150 141,800,640
Furniture and equipment................................... 7,308,581 5,553,886
------------ ------------
177,464,731 147,354,526
Less accumulated depreciation............................. (34,878,712) (19,011,830)
------------ ------------
Net property, plant and equipment........................... 142,586,019 128,342,696
Goodwill, net of accumulated amortization of $63,029,579 and
$46,771,501, in 1998 and 1997, respectively............... 266,776,690 282,543,281
Subscriber lists, net of accumulated amortization of
$15,023,945 and $8,900,365, in 1998 and 1997,
respectively.............................................. 17,615,055 23,738,635
Other intangible assets, net of accumulated amortization of
$2,723,918 and $1,586,203, in 1998 and 1997,
respectively.............................................. 2,717,486 4,237,237
Other assets................................................ 1,050,815 50,315
------------ ------------
Total assets................................................ $434,974,227 $442,275,817
============ ============
LIABILITIES AND NET ASSETS
Current liabilities:
Accounts payable and other accrued liabilities............ $ 11,755,752 $ 9,685,993
Subscriber advances and deposits.......................... 1,797,068 1,987,336
Payable to general partner................................ 2,576,625 1,895,456
------------ ------------
Total current liabilities................................... 16,129,445 13,568,785
Net assets.................................................. 418,844,782 428,707,032
------------ ------------
Total liabilities and net assets............................ $434,974,227 $442,275,817
============ ============
</TABLE>

See accompanying notes.
F-450
<PAGE> 696

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Revenues:
Service................................................... $107,881,831 $102,455,766
Installation and other.................................... 16,672,813 15,079,103
------------ ------------
124,554,644 117,534,869
Operating expenses, excluding depreciation and
amortization.............................................. 36,927,860 35,609,829
Selling, general and administrative expenses................ 18,296,290 19,496,885
------------ ------------
55,224,150 55,106,714
Income before other expenses................................ 69,330,494 62,428,155
Other expenses:
Depreciation and amortization............................. 40,918,647 58,089,015
Management fees........................................... 3,170,784 3,012,943
Loss on disposal of assets................................ 6,246,237 2,746,920
Other expense, net........................................ 181,185 128,554
------------ ------------
50,516,853 63,977,432
------------ ------------
Net income (loss)........................................... $ 18,813,641 $ (1,549,277)
============ ============
</TABLE>

See accompanying notes.
F-451
<PAGE> 697

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

COMBINED STATEMENTS OF NET ASSETS
YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
TOTAL
------------
<S> <C>
Net assets at December 31, 1996............................. $471,180,470
Net loss.................................................... (1,549,277)
Net distributions to partners............................... (40,924,161)
------------
Net assets at December 31, 1997............................. 428,707,032
Net income.................................................. 18,813,641
Net distributions to partners............................... (28,675,891)
------------
Net assets at December 31, 1998............................. $418,844,782
============
</TABLE>

See accompanying notes.
F-452
<PAGE> 698

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss)........................................... $ 18,813,641 $ (1,549,277)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization............................. 40,918,647 58,089,015
Loss on disposal of assets................................ 6,246,237 2,746,920
Decrease (increase) in accounts receivable, prepaid
expenses and other current assets...................... (864,509) 1,754,581
(Decrease) increase in accounts payable and other accrued
liabilities and subscriber advances and deposits....... 2,560,660 (3,214,781)
------------ ------------
Net cash provided by operating activities................... 67,674,676 57,826,458
INVESTING ACTIVITIES
Purchases of property, plant and equipment.................. (38,114,463) (16,863,419)
Additions to intangible assets.............................. (1,109,951) (466,470)
Proceeds from the disposal of assets........................ 225,629 427,592
------------ ------------
Net cash used in investing activities....................... (38,998,785) (16,902,297)
FINANCING ACTIVITIES
Net distributions to partners............................... (28,675,891) (40,924,161)
------------ ------------
Net cash used in financing activities....................... (28,675,891) (40,924,161)
------------ ------------
Net change in cash and cash equivalents..................... -- --
Cash and cash equivalents at beginning of year.............. -- --
------------ ------------
Cash and cash equivalents at end of year.................... $ -- $ --
============ ============
</TABLE>

See accompanying notes.
F-453
<PAGE> 699

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1998

1. BASIS OF PRESENTATION

ACQUISITION BY CHARTER COMMUNICATIONS, INC. AND BASIS OF PRESENTATION

TWFanch-one Co. and TWFanch-two Co. (collectively the "Partnerships"),
both of which are Delaware general partnerships, are affiliated through common
control and management. Pursuant to a purchase agreement, dated May 12, 1999
between certain partners of TWFanch-one Co. and TWFanch-two Co. and Charter
Communications, Inc. ("Charter"), the partners of the Partnerships entered into
a distribution agreement whereby the Partnerships will distribute and/or sell
certain of their cable systems ("Combined Systems") to certain of their
respective partners. These partners will then sell the Combined Systems through
a combination of asset sales and the sale of equity and partnership interests to
Charter. The Combined Systems may have some liabilities related to refunds of
programming launch credits that are due at the date of the acquisition by
Charter. The refund of these credits is contingent upon the acquisition by
Charter occurring and the amount will vary based upon the actual sale date.

Accordingly, these combined financial statements of the Combined Systems
reflect the "carved out" historical financial position, results of operations,
cash flows and changes in net assets of the operations of the Combined Systems
as if they had been operating as a separate company. For purposes of determining
the financial statement amounts of the Combined Systems, management excluded
certain systems (the "Excluded Systems). In order to exclude the results of
operations and financial position of the Excluded Systems from the combined
financial statements, management has estimated certain revenues, expenses,
assets and liabilities that are not specifically identified to systems based on
the ratio of each Excluded System's basic subscribers to the total basic
subscribers served by the respective partnerships. Management believes the basis
used for these allocations is reasonable. The Combined Systems' results of
operations are not necessarily indicative of future operating results or the
results that would have occurred if the Combined Systems were a separate legal
entity.

DESCRIPTION OF BUSINESS

The Combined Systems, operating in various states throughout the United
States, are principally engaged in operating cable television systems and
related activities under non-exclusive franchise agreements.

PRINCIPLES OF COMBINATION

The accompanying combined financial statements include the accounts of the
Combined Systems, as if the Combined Systems were a single company. All material
intercompany balances and transactions have been eliminated.

CASH, INTERCOMPANY ACCOUNTS AND DEBT

Under the Partnerships' centralized cash management system, the cash
requirements of its individual operating units were generally provided directly
by the Partnerships and the cash generated or used by the Combined Systems was
transferred to/from the Partnerships, as appropriate, through the use of
intercompany accounts. The resulting intercompany account balances between the
Partnerships and the Combined Systems are not intended to be settled.
Accordingly, the balances are excluded or included in net assets and all the net
cash generated from/(used in) operations, investing activities and financing
activities has been included in the Combined Systems' net distributions to
partners in the combined statements of cash flows. The Partnerships maintain
external debt to fund and manage operations on a centralized basis. Debt,
unamortized loan costs and interest expense of the Partnerships have not been
allocated to the

F-454
<PAGE> 700
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Combined Systems. As such, the debt, unamortized loan costs, and related
interest are not representative of the debt that would be required or interest
expense incurred if the Combined Systems were a separate legal entity.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PROPERTY, PLANT AND EQUIPMENT

The Combined Systems record additions to property, plant and equipment at
cost, which in the case of assets constructed includes amounts for material,
labor and overhead. Maintenance and repairs are charged to expense as incurred.

For financial reporting purposes, the Combined Systems use the
straight-line method of depreciation over the estimated useful lives of the
assets as follows:

<TABLE>
<S> <C>
Transmission and distribution systems and related 3 to 20 years
equipment...............................................
Furniture and equipment................................... 4 to 8 1/2
years
</TABLE>

INCOME TAXES

The Partnerships as entities pay no income taxes, except for an immaterial
amount in Michigan. No provision or benefit for income taxes is reported by any
of the Combined Systems because the Combined Systems are currently owned by
various partnerships and, as such, the tax effects of the Combined Systems'
results of operations accrue to the partners.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
disclosures made in the accompanying notes to the financial statements. Actual
results could differ from those estimates.

REVENUE RECOGNITION

The Combined Systems recognize revenue when services have been delivered.
Launch support fees collected from programmers are deferred and recognized over
the term of the contract. Installation revenues are recognized to the extent of
direct selling costs incurred. The remainder, if any is deferred and amortized
to income over the estimated average period that customers are expected to
remain connected to the cable television system. As of December 31, 1998 and
1997, no installation revenue has been deferred, as direct selling costs have
exceeded installation revenue.

INTANGIBLES

Intangibles are recorded at cost and are amortized on a straight-line basis
over their estimated useful lives. The estimated useful lives are as follows:

<TABLE>
<CAPTION>
LIVES
-----
<S> <C>
Goodwill........................................... 20 years (10 in 1997)
Subscriber list.................................... 5 years
Other, including franchise costs................... 4 -- 10 years
</TABLE>

The estimated useful life of goodwill was changed from 10 years in 1997 to
20 years effective January 1, 1998 to better match the amortization period to
anticipated economic lives of the franchises and to better reflect industry
practice. This change in estimate resulted in an increase in net income of
approximately $20 million for the year ended December 31, 1998.

F-455
<PAGE> 701
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Amortization expense was $23,519,373 and $43,094,595 for the years ended
December 31, 1998 and 1997, respectively.

3. DISPOSAL OF ASSETS

During 1998 and 1997, a loss on disposal of assets was recognized on plant
that was replaced to technically upgrade the system and for other operational
purposes. The loss on the disposal of assets is summarized as follows:

<TABLE>
<CAPTION>
1998 1997
----------- ----------
<S> <C> <C>
Cost.................................................... $ 8,004,258 $3,467,785
Accumulated depreciation................................ (1,532,392) (293,273)
Proceeds................................................ (225,629) (427,592)
----------- ----------
Loss on disposal........................................ $ 6,246,237 $2,746,920
=========== ==========
</TABLE>

4. PURCHASE AND SALE OF SYSTEMS

On March 30, 1997, the Combined Systems acquired cable television systems,
including plant, franchise license and business license, serving communities in
the states of Pennsylvania and Virginia. The purchase price was $1,400,000, of
which $765,000 was allocated to property, plant and equipment and $635,000 was
allocated to intangible assets.

Concurrent with the purchase of the systems in Pennsylvania on March 30,
1997, the Combined Systems sold certain of these assets, including plant,
franchise and business license, for $340,000. No gain or loss on this
transaction was recorded.

The above acquisition was 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.

5. RELATED PARTIES

The Partnerships have entered into a management agreement with an entity
(the "Manager") whose sole stockholder is affiliated with several of the
Partnerships' general partners. The Partnerships also entered into a management
agreement with another of the Partnerships' general partners (the "General
Partner"). The agreements provide that the Manager and General Partner will
manage their respective systems and receive annual compensation equal to 2.5% of
the gross revenues from operations for their respective systems. Management fees
for the years ended December 31, 1998 and 1997 were $3,170,784 and $3,012,943,
respectively.

A company affiliated with the Manager provides subscriber billing services
for a portion of the Combined Systems' subscribers. The Combined Systems
incurred fees for monthly billing and related services in the approximate
amounts of $308,943 and $307,368 for the years ended December 31, 1998 and 1997,
respectively.

The Combined Systems purchase the majority of its programming through the
Partnerships' General Partner. Fees incurred for programming were approximately
$24,600,000 and $22,200,000 for the years ended December 31, 1998 and 1997,
respectively.

F-456
<PAGE> 702
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The Manager and General Partner pay amounts on behalf of and receive
amounts from the Combined Systems in the ordinary course of business. Accounts
receivable and payable of the Combined Systems include amounts due from and due
to the Manager and General Partner.

6. COMMITMENTS

The Combined Systems, as an integral part of its cable operations, has
entered into lease contracts for certain items including tower rental, microwave
service and office space. Rent expense, including office, tower and pole rent,
for the years ended December 31, 1998 and 1997 was approximately $2,326,328 and
$2,154,961, respectively. The majority of these agreements are on month-to-month
arrangements and, accordingly, the Combined Systems has no material future
minimum commitments related to these leases.

7. EMPLOYEE BENEFIT PLAN

TWFanch-one Co. and TWFanch-two Co. each have a defined contribution plan
(the Plan) which qualifies under section 401(k) of the Internal Revenue Code.
Therefore, each system of the Combined Systems participates in the respective
plan. Combined Systems contributions were approximately $342,067 and $288,493
for the years ended December 31, 1998 and 1997, respectively.

8. SUBSEQUENT EVENTS

On July 8, 1998, the Combined Systems entered into an Asset Purchase
Agreement to acquire cable television systems, including plant, franchise
license and business license, serving communities in the states of Maryland,
Ohio and West Virginia. The purchase price was $248,000,000, subject to purchase
price adjustments. The transaction was completed and the assets were transferred
to the Combined Systems on February 24, 1999.

On June 12, 1998, the Combined Systems entered into an agreement to acquire
cable television systems, including plant, franchise licenses, and business
licenses serving communities in the state of Michigan. The purchase price was
$42,000,000, subject to purchase price adjustments. In connection with the
agreement, the Combined Systems received an additional $8.76 million in capital
contributions. The agreement was completed and the assets were transferred to
the Combined Systems on February 1, 1999.

On January 15, 1999 the Combined Systems entered into an agreement to
acquire cable television systems, including plant, franchise licenses, and
business licenses serving communities in the state of Michigan from a related
party. The purchase price was $70 million, subject to purchase price
adjustments. The agreement was completed and the assets were transferred to the
Combined Systems on March 31, 1999. In connection with the agreement, the
Combined Systems received an additional $25 million in capital contributions
under a new TWFanch-two partnership agreement.

On May 12, 1999, the Combined Systems entered into an agreement to acquire
the stock of ARH, Ltd. ARH, Ltd. is engaged in the business of owning and
operating cable television systems in Texas and West Virginia. The purchase
price was $50,000,000 subject to purchase price adjustments. The transaction was
completed and the assets were transferred to the Combined Systems on June 22,
1999.

F-457
<PAGE> 703
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Unaudited pro forma operating results as though the acquisitions discussed
above had occurred on January 1, 1998, with adjustments to give effect to
amortization of franchises and certain other adjustments for the year ended
December 31, 1998 is as follows:

<TABLE>
<S> <C>
Revenues.................................................... $197,803,975
Income from operations...................................... $107,053,905
Net income.................................................. $ 32,130,293
</TABLE>

The unaudited 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 complete as of the assumed date or which may be obtained in
the future.

9. YEAR 2000 (UNAUDITED)

The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Combined
Systems' computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.

Based on recent assessments, the Combined Systems determined that it will
be required to modify or replace portions of its software and certain hardware
so that those systems will properly utilize dates beyond December 31, 1999. The
Combined Systems presently believe that with modifications or replacements of
existing software and certain hardware, the Year 2000 issue can be mitigated.
However, if such modifications and replacements are not made, or are not
completed timely, the Year 2000 issue could have a material impact on the
operations of the Combined Systems. The Combined Systems believe any cost for
the necessary modification or replacement will not be material to the Combined
Systems' operations.

The Combined Systems have queried its significant suppliers and
subcontractors that do not share information systems with the Combined Systems
(external agents). To date, the Combined Systems are aware of external agents
with Year 2000 issues that would materially impact the Combined Systems' results
of operations, liquidity or capital resources, if these issues are not
addressed. Such agents have represented that they are in the process of
addressing these issues and expect to have these issues materially resolved by
December 31, 1999. However, the Combined Systems have no means of ensuring that
external agents will be Year 2000 ready. The inability of external agents to
complete their Year 2000 resolution process in a timely fashion could materially
impact the Combined Systems. The effect of noncompliance by external agents is
not determinable.

Management of the Combined Systems believes it has an effective program in
place to resolve material Year 2000 issues in a timely manner. The Combined
Systems have contingency plans for certain critical applications and are working
on such plans for others.

F-458
<PAGE> 704

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:............................................. $ -- $ --
Accounts receivable, less allowance for doubtful accounts
of $637,290 and $406,230 in 1999 and 1998,
respectively........................................... 2,336,387 2,681,911
Prepaid expenses and other current assets................. 1,145,297 1,546,251
------------ ------------
Total current assets........................................ 3,481,684 4,228,162
Property, plant and equipment:
Transmission and distribution systems and related
equipment.............................................. 262,358,553 170,156,150
Furniture and equipment................................... 10,576,311 7,308,581
------------ ------------
272,934,864 177,464,731
Less accumulated depreciation............................. (47,798,021) (34,878,712)
------------ ------------
Net property, plant and equipment........................... 225,136,843 142,586,019
Intangible assets, net of accumulated amortization of
$97,736,092 and $80,777,442 in 1999 and 1998,
respectively.............................................. 604,605,789 287,109,231
Other assets................................................ 40,310 1,050,815
------------ ------------
Total assets................................................ $833,264,626 $434,974,227
============ ============
LIABILITIES AND NET ASSETS
Current liabilities:
Accounts payable and other accrued liabilities............ $ 21,622,379 $ 11,755,752
Subscriber advances and deposits.......................... 2,501,429 1,797,068
Payable to general partner................................ -- 2,576,625
------------ ------------
Total current liabilities................................... 24,123,808 16,129,445
Net assets.................................................. 809,140,818 418,844,782
------------ ------------
Total liabilities and net assets............................ $833,264,626 $434,974,227
============ ============
</TABLE>

See accompanying notes.
F-459
<PAGE> 705

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
--------------------------
1999 1998
----------- -----------
(UNAUDITED)
<S> <C> <C>
Revenues:
Service................................................... $80,422,935 $56,149,864
Installation and other.................................... 9,934,295 5,666,114
----------- -----------
90,357,230 61,815,978
Operating expenses, excluding depreciation and
amortization.............................................. 28,064,816 18,007,042
Selling, general and administrative expenses................ 12,373,069 9,186,774
----------- -----------
40,437,885 27,193,816
Income before other expenses................................ 49,919,345 34,622,162
Other expenses:
Depreciation and amortization............................. 29,877,959 20,086,252
Management fees........................................... 2,215,696 1,545,212
(Gain)/loss on disposal of assets......................... (59,354) (4,001)
Other expense, net........................................ (43,754) 142,859
----------- -----------
31,990,547 21,770,322
----------- -----------
Net income.................................................. $17,928,798 $12,851,840
=========== ===========
</TABLE>

See accompanying notes.
F-460
<PAGE> 706

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

COMBINED STATEMENTS OF NET ASSETS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)

<TABLE>
<CAPTION>
TOTAL
------------
<S> <C>
Net assets at December 31, 1997............................. $428,707,032
Net income for the six months ended June 30, 1998........... 12,851,840
Net distributions to partners............................... (7,481,713)
------------
Net assets at June 30, 1998................................. $434,077,159
============

Net assets at December 31, 1998............................. $418,844,782
Net income for the six months ended June 30, 1999........... 17,928,798
Contributions from partners, net of distributions........... 372,367,238
------------
Net assets at June 30, 1999................................. $809,140,818
============
</TABLE>

See accompanying notes.
F-461
<PAGE> 707

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
-----------------------------
1999 1998
------------- ------------
(UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 17,928,798 $ 12,851,840
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 29,877,959 20,086,252
Loss/(gain) on disposal of assets......................... (59,354) (4,001)
Decrease/(Increase) in accounts receivable, prepaid
expenses and other current assets...................... 1,756,983 (1,978,090)
Increase (decrease) in accounts payable and other accrued
liabilities, and subscriber advances and deposits and
deferred revenue....................................... 7,994,363 (3,093,260)
------------- ------------
Net cash provided by operating activities................... 57,498,749 27,862,741
INVESTING ACTIVITIES
Acquisition of cable systems................................ (410,655,208)
Purchases of property, plant and equipment.................. (19,210,779) (20,381,028)
------------- ------------
Net cash used in investing activities....................... (429,865,987) (20,381,028)
FINANCING ACTIVITIES
Net contributions from (distribution to) partners........... 372,367,238 (7,481,713)
------------- ------------
Net cash (used in) provided by financing activities......... 372,367,238 (7,481,713)
------------- ------------
Net change in cash and cash equivalents..................... -- --
Cash and cash equivalents at beginning of year.............. -- --
------------- ------------
Cash and cash equivalents at end of year.................... $ -- $ --
============= ============
</TABLE>

See accompanying notes.
F-462
<PAGE> 708

FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

NOTES TO COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1999

1. BASIS OF PRESENTATION

ACQUISITION BY CHARTER COMMUNICATIONS, INC. AND BASIS OF PRESENTATION

Accordingly, these combined financial statements of the Combined Systems
reflect "carved out" historical financial position, results of operations, cash
flows and changes in net assets of the operations of the Combined Systems as if
they had been operating as a separate company. For purposes of determining the
financial statement amounts of the Combined Systems, management excluded certain
systems (the "Excluded Systems"). In order to exclude the results of operations
and financial position of the Excluded Systems from the combined financial
statements, management has estimated certain revenues, expenses, assets and
liabilities that are not specifically identified to systems based on the ratio
of each Excluded System's basic subscribers to the total basic subscribers
served by the respective partnerships. Management believes the basis used for
these allocations is reasonable. The Combined Systems' results of operations are
not necessarily indicative of future operating results or the results that would
have occurred if the Combined Systems were a separate legal entity.

The accompanying combined financial statements as of and for the periods
ended June 30, 1999 and 1998 are unaudited. However, in the opinion of
management, the financial statements reflect all adjustments, consisting of
normal recurring adjustments, necessary for fair presentation in accordance with
generally accepted accounting principles applicable to interim periods. Interim
results of operations are not indicative of results for the full year. The
accompanying financial statements should be read in conjunction with the audited
combined financial statements of Fanch Cable Systems (comprised of components of
TWFanch-one Co. and TWFanch-two Co.).

DESCRIPTION OF BUSINESS

PRINCIPLES OF COMBINATION

CASH, INTERCOMPANY ACCOUNTS AND DEBT

Under the Partnerships' centralized cash management system, cash
requirements of its individual operating units were generally provided directly
by the Partnerships and the cash

F-463
<PAGE> 709
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

generated or used by the Combined Systems was transferred to/from the
Partnerships, as appropriate, through the intercompany accounts. The
intercompany account balances between the Partnerships and the Combined Systems
are not intended to be settled. Accordingly, the balances are excluded/included
in net assets and all the cash generated from operations, investing activities
and financing activities have been included in the Combined Systems' net
distributions from/to partners in the combined statements of cash flows. The
Partnerships maintain all external debt to fund and manage operations on a
centralized basis. Debt, unamortized loan costs and interest expense of the
Partnerships have not been allocated to the Combined Systems. As such debt,
unamortized loan costs, and related interest expense are not representative of
the debt that would be required or interest expense incurred if the Combined
Systems were a separate legal entity.

2. ACQUISITIONS

On May 12, 1999, the Combined Systems entered into an agreement to acquire
the stock of ARH, Ltd. ARH, Ltd. is engaged in the business of owning and
operating cable television systems in Texas and West Virginia. The purchase
price was $50 million subject to purchase price adjustments. The transaction was
completed and the assets were transferred to the Combined Systems on June 22,
1999.

On June 12, 1998, the Combined Systems entered into an agreement to acquire
cable television systems, including plant, franchise license, and business
license serving communities in the state of Michigan. The purchase price was $42
million subject to purchase price adjustments. In connection with the agreement,
the Combined Systems received an additional $8.76 million in capital
contributions. The agreement was completed and the assets were transferred to
the Combined Systems on February 1, 1999.

On July 8, 1998, the Combined Systems entered into an Asset Purchase
Agreement to acquire cable television systems, including plant, franchise
license and business license, serving communities in the states of Maryland,
Ohio and West Virginia. The purchase price was $248 million subject to purchase
price adjustments. The transaction was completed and the assets were transferred
to the Combined Systems on February 24, 1999.

On January 15, 1999 the Combined Systems entered into an agreement to
acquire cable television systems, including plant, franchise license, and
business license serving communities in the state of Michigan from a related
party. The purchase price was $70 million, subject to purchase price
adjustments. The agreement was completed and the assets were transferred to the
Combined Systems on March 31, 1999. In connection with the agreement, the
Combined Systems received an additional $25 million in capital contributions
under a new TWFanch-two partnership agreement.

Unaudited proforma operating results as though the acquisitions discussed
above had occurred on January 1, 1998, with adjustments to give effect to
amortization of franchises and certain other adjustments are as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
---------------------------
1999 1998
------------ -----------
<S> <C> <C>
Revenues.............................................. $131,527,873 $98,263,557
Income from operations................................ $ 71,104,843 $52,227,958
Net income............................................ $ 30,561,993 $18,465,907
</TABLE>

F-464
<PAGE> 710
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The unaudited 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 complete as of the assumed date or which may be obtained
in the future.

F-465
<PAGE> 711

BRESNAN COMMUNICATIONS GROUP LLC

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ ---------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 6,636 $ 2,488
Restricted cash............................................. 47,199 338
Trade and other receivables, net............................ 8,874 8,917
Property and equipment, at cost:
Land and buildings........................................ 4,123 6,708
Distribution systems...................................... 443,114 469,677
Support equipment......................................... 50,178 56,651
-------- ---------
497,415 533,036
Less accumulated depreciation............................. 190,752 202,160
-------- ---------
306,663 330,876
Franchise costs, net........................................ 291,103 324,990
Other assets, net of accumulated amortization............... 3,961 23,515
-------- ---------
Total assets........................................... $664,436 $ 691,124
======== =========

LIABILITIES AND MEMBER'S EQUITY (DEFICIT)
Accounts payable............................................ $ 3,193 $ 5,442
Accrued expenses............................................ 13,395 20,503
Accrued interest............................................ 21,835 17,573
Due to affiliated companies................................. -- 3,698
Debt........................................................ 232,617 846,364
Other liabilities........................................... 11,648 6,015
-------- ---------
Total liabilities...................................... 282,688 899,595
Member's equity (deficit)................................... 381,748 (208,471)
-------- ---------
Commitments and contingencies (note 5)
Total liabilities and member's equity (deficit)........ $664,436 $ 691,124
======== =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-466
<PAGE> 712

BRESNAN COMMUNICATIONS GROUP LLC

CONSOLIDATED STATEMENTS OF OPERATIONS AND MEMBER'S EQUITY (DEFICIT)
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
-------------------------
1998 1999
-------- ---------
<S> <C> <C>
Revenue..................................................... $126,453 $ 137,291
Operating costs and expenses:
Programming (note 4)...................................... 31,198 35,752
Operating................................................. 14,382 15,698
Selling, general and administrative (note 4).............. 25,863 32,806
Depreciation and amortization............................. 26,441 26,035
-------- ---------
97,884 110,291
-------- ---------
Operating income....................................... 28,569 27,000
Other income (expense):
Interest expense:
Related party (note 4)................................. (944) (152)
Other.................................................. (8,484) (31,789)
Gain (loss) on sale of cable television systems........... 6,869 (170)
Other, net................................................ (9) (437)
-------- ---------
(2,568) (32,548)
-------- ---------
Net earnings (loss).................................... 26,001 (5,548)
Member's equity (deficit)
Beginning of period....................................... 359,098 381,748
Operating expense allocations and charges................. 134,079 35,850
Cash transfers, net....................................... (58,793) --
Capital contributions by members.......................... -- 136,500
Capital distributions to members.......................... -- (757,021)
-------- ---------
End of period............................................. $360,385 $(208,471)
======== =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-467
<PAGE> 713

BRESNAN COMMUNICATIONS GROUP LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
---------------------
1998 1999
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss)....................................... $ 26,001 $ (5,548)
Adjustments to reconcile net earnings to net cash provided
by
operating activities:
Depreciation and amortization.......................... 26,441 26,035
Loss (gain) on sale of cable systems................... (6,869) 169
Amortization of deferred financing costs............... -- 2,746
Changes in operating assets and liabilities, net of
effects of
acquisitions:
Change in receivables................................ 3,152 (5,766)
Change in other assets............................... 284 (3,858)
Change in accounts payable, accrued expenses and
other liabilities................................... (1,194) 9,223
-------- ---------
Net cash provided by operating activities......... 47,815 23,001
-------- ---------
Cash flows from investing activities:
Capital expended for property and equipment............... (17,236) (22,827)
Capital expended for franchise costs...................... (3,534) (811)
Cash paid in acquisitions................................. (16,500) (64,763)
Proceeds on dispositions of cable televisions systems..... 12,000 4,097
Change in restricted cash................................. (12,000) 46,861
-------- ---------
Net cash used in investing activities............. (37,270) (37,443)
-------- ---------
Cash flows from financing activities:
Borrowings under note agreement........................... 33,400 867,751
Repayments under note agreement........................... (15,301) (254,004)
Deferred finance costs paid............................... -- (18,781)
Contributions from members................................ -- 136,500
Distributions to members.................................. (24,764) (721,172)
-------- ---------
Net cash provided by financing activities......... (6,665) 10,294
-------- ---------
Net increase (decrease) in cash................... 3,880 (4,148)
Cash and cash equivalents:
Beginning of period....................................... 6,957 6,636
-------- ---------
End of period............................................. $ 10,837 $ 2,488
======== =========
Supplemental disclosure of cash flow information -- cash
paid during the period for interest....................... $ 8,895 $ 33,457
======== =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-468
<PAGE> 714

BRESNAN COMMUNICATIONS GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
(IN THOUSANDS)

(1) BASIS OF PRESENTATION

Bresnan Communications Group LLC and its subsidiaries ("BCG" or the
"Company") are wholly owned by Bresnan Communications Company Limited
Partnership, a Michigan limited partnership ("BCCLP"). BCG is a Delaware limited
liability corporation formed on August 5, 1998 for the purpose of acting as
co-issuer with its wholly-owned subsidiary, Bresnan Capital Corporation ("BCC"),
of $170,000 aggregate principal amount at maturity of 8% Senior Notes and
$275,000 aggregate principal amount at maturity of 9.25% Senior Discount Notes,
both due in 2009 (collectively the "Notes"). Prior to the issuance of the Notes
on February 2, 1999, BCCLP completed the terms of a contribution agreement dated
June 3, 1998, as amended, whereby certain affiliates of Tele-Communications,
Inc. ("TCI") contributed certain cable television systems along with assumed TCI
debt of approximately $708,854 to BCCLP. In addition, Blackstone BC Capital
Partners L.P. and affiliates contributed $136,500 to BCCLP. Upon completion of
the Notes offering on February 2, 1999 BCCLP contributed all of its assets and
liabilities to BCG, which formed a wholly owned subsidiary, Bresnan
Telecommunications Company LLC ("BTC"), into which it contributed all of its
assets and certain liabilities. The above noted contributed assets and
liabilities were accounted for at predecessor cost, as reflected in Bresnan
Communication Group Systems financial statements, because of the common
ownership and control of TCI and have been reflected in the accompanying
financial statements in a manner similar to pooling of interests.

The Company owns and operates cable television systems in small- and
medium-sized communities in the midwestern United States.

The accompanying interim consolidated financial statements are unaudited
but, in the opinion of management, reflect all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of the results of such
periods. The results of operations for the period ended June 30, 1999 are not
necessarily indicative of results for a full year. These consolidated financial
statements should be read in conjunction with the combined financial statements
and notes thereto of the predecessor to the Company contained in the Bresnan
Communications Group Systems financial statements for the year ended December
31, 1998.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

(2) ACQUISITIONS AND DISPOSITIONS

In February 1998, the Company acquired certain cable television assets
located in Michigan which were accounted for under the purchase method. The
purchase price was allocated to the cable television assets acquired in relation
to their fair values as increase in property and equipment of $3,703 and
franchise costs of $12,797. In addition, the Company acquired two additional
systems in the first quarter of 1999 which were accounted for under the purchase
method. The purchase prices were allocated to the cable television assets
acquired in relation to their estimated fair values as increases in property and
equipment of $22,200 and franchise costs of $44,600.

F-469
<PAGE> 715
BRESNAN COMMUNICATIONS GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1999
(UNAUDITED)
(IN THOUSANDS)

The results of operations of these cable television systems have been
included in the accompanying consolidated statements of operations from their
dates of acquisition. Pro forma information has not been presented because the
effect was not significant.

The Company also disposed of cable television systems during 1998 and 1999
for gross proceeds of $12,000 and $4,400 respectively, resulting in a gain
(loss) on sale of cable television systems of $6,869 and $(170) for 1998 and
1999, respectively. The results of operations of these cable television systems
through the dates of the dispositions and the gain (loss) from the dispositions
have been included in the accompanying consolidated statements of operations. As
part these dispositions, the Company received cash that is restricted to
reinvestment in additional cable television systems.

(3) DEBT

Debt is summarized as follows:

<TABLE>
<CAPTION>
JUNE 30, 1999
-------------
<S> <C>
Senior Credit Facility(a)................................... $500,000
Senior Notes Payable(b)..................................... 170,000
Senior Discount Notes Payable(b)............................ 175,021
Other Debt.................................................. 1,343
--------
$846,364
========
</TABLE>

- ---------------
(a) The Senior Credit Facility represents borrowings under a $650,000 senior
reducing revolving credit and term loan facility as documented in the loan
agreement as of February 2, 1999. The Senior Credit Facility calls for a
current available commitment of $650,000 of which $500,000 is outstanding at
June 30, 1999. The Senior Credit Facility provides for three tranches, a
revolving loan tranche for $150,000 (the "Revolving Loan"), a term loan
tranche of $328,000 (the "A Term Loan" and together with the Revolving Loan,
"Facility A") and a term loan tranche of $172,000 (the "Facility B").

The commitments under the Senior Credit Facility will reduce commencing with
the quarter ending March 31, 2002. Facility A permanently reduces in
quarterly amounts ranging from 2.5% to 7.5% of the Facility A amount
starting March 31, 2002 and matures approximately eight and one half years
after February 2, 1999. Facility B is also to be repaid in quarterly
installments of .25% of the Facility B amount beginning in March 2002 and
matures approximately nine years after February 2, 1999, on which date all
remaining amounts of Facility B will be due and payable. Additional
reductions of the Senior Credit Facility will also be required upon certain
asset sales, subject to the right of the Company and its subsidiaries to
reinvest asset sale proceeds under certain circumstances. The interest rate
options include a LIBOR option and a Prime Rate option plus applicable
margin rates based on the Company's total leverage ratio, as defined. In
addition, the Company is required to pay a commitment fee on the unused
revolver portion of Facility A which will accrue at a rate ranging from .25%
to .375% per annum, depending on the Company's total leverage ratio, as
defined.

The rate applicable to balances outstanding at June 30, 1999 ranged from
7.00% to 7.85%. Covenants of the Senior Credit Facility require, among other
conditions, the maintenance of specific levels of the ratio of cash flows to
future debt and interest expense and certain

F-470
<PAGE> 716
BRESNAN COMMUNICATIONS GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1999
(UNAUDITED)
(IN THOUSANDS)

limitations on additional investments, indebtedness, capital expenditures,
asset sales and affiliate transactions.

(b) On February 2, 1999, the Company sold $170,000 aggregate principal amount
senior notes payable (the "Senior Notes"). In addition, on the same date,
the Company issued $275,000 aggregate principal amount at maturity of senior
discount notes, (the "Senior Discount Notes") for approximately $175,000
gross proceeds (collectively the "Notes").

The Senior Notes are unsecured and will mature on February 1, 2009. The
Senior Notes bear interest at 8% per annum payable semi-annually on February
1 and August 1 of each year, commencing August 1, 1999.

The Senior Discount Notes are unsecured and will mature on February 1, 2009.
The Senior Discount Notes were issued at a discount to their aggregate
principal amount at maturity and will accrete at a rate of approximately
9.25% per annum, compounded semi-annually, to an aggregate principal amount
of $275,000 on February 1, 2004. Subsequent to February 1, 2004, the Senior
Discount Notes will bear interest at a rate of 9.25% per annum payable
semi-annually in arrears on February 1 and August 1 of each year, commencing
August 1, 2004.

The Company may elect, upon not less than 60 days prior notice, to commence
the accrual of interest on all outstanding Senior Discount Notes on or after
February 1, 2002, in which case the outstanding principal amount at maturity
of each Senior Discount Note will on such commencement date be reduced to
the accreted value of such Senior Discount Note as of such date and interest
shall be payable with respect to the Senior Discount Notes on each February
and August 1 thereafter.

The Company may not redeem the Notes prior to February 1, 2004 except that
prior to February 1, 2002, the Company may redeem up to 35% of the Senior
Notes and Senior Discount Notes at redemption prices equal to 108% and 109%
of the applicable principal amount and accreted value, respectively.
Subsequent to February 1, 2004, the Company may redeem the Notes at
redemption prices declining annually from approximately 104% of the
principal amount or accreted value.

Bresnan Communications Group LLC and its wholly owned subsidiary Bresnan
Capital Corporation are the sole obligors of the Senior Notes and Senior
Discount Notes. Bresnan Communications Group LLC has no other assets or
liabilities other than its investment in its wholly owned subsidiary Bresnan
Telecommunications Company LLC. Bresnan Capital Corporation has no other
assets or liabilities.

Upon change of control of the Company, the holders of the notes have the
right to require the Company to purchase the outstanding notes at a price
equal to 101% of the principal amount or accreted value plus accrued and
unpaid interest. (See note 6 "Proposed Sale of the Company").

BTC has entered into interest rate swap agreements to effectively fix or set
maximum interest rates on a portion of its floating rate long-term debt. BTC
is exposed to credit loss in the event of nonperformance by the
counterparties to the interest rate swap agreements.

At June 30, 1999, such Interest Rate Swap agreements effectively fixed or
set a maximum LIBOR base interest rates between 5.84% and 8.08% on an
aggregate notional principal amount of $110,000 which rates would become
effective upon the occurrence of certain events. The effect of the Interest
Rate Swap on interest expense for the six months ended
F-471
<PAGE> 717
BRESNAN COMMUNICATIONS GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1999
(UNAUDITED)
(IN THOUSANDS)

June 30, 1998 and 1999 was not significant. The expiration dates of the
Interest Rate Swaps ranges from August 25, 1999 to April 3, 2000. The
difference between the fair market value and book value of long-term debt
and the Interest Rate Swaps at June 30, 1998 and 1999 is not significant.

(4) TRANSACTIONS WITH RELATED PARTIES

BCG and its predecessor purchased, at TCI's cost, substantially all of its
pay television and other programming from affiliates of TCI. Charges for such
programming were $28,118 and $30,810 for the six months ended June 30, 1998 and
1999, respectively, and are included in programming expenses in the accompanying
consolidated financial statements.

Prior to February 2, 1999, certain affiliates of the predecessor to BCG
provided administrative services to BCG and assumed managerial responsibility of
BCG's cable television system operations and construction. As compensation for
these services, BCG paid a monthly fee calculated pursuant to certain agreed
upon formulas. Subsequent to the TCI Transaction on February 2, 1999, certain
affiliates of BCG provide administrative services and have assumed managerial
responsibilities of BCG. As compensation for these services BCG pays a monthly
fee equal to approximately 3% of gross revenues. Such aggregate charges totaled
$5,961 and $5,040 and have been included in selling, general and administrative
expenses for the six months ended June 30, 1998 and 1999, respectively.

(5) COMMITMENTS AND CONTINGENCIES

Although the Federal Communications Commission (the "FCC") has established
regulations required by the 1992 Cable Act, local government units (commonly
referred to as local franchising authorities) are primarily responsible for
administering the regulation of a cable system's basic service tier ("BST"). The
FCC itself directly administered rate regulation of any cable programming
service tier ("CPST"). The FCC's authority to regulate CPST rates expired on
March 31, 1999. The FCC has taken the position that it will still adjudicate
CPST complaints filed after this sunset date (but no later than 180 days after
the last CPST rate increase imposed prior to March 31, 1999), and will strictly
limit its review (and possible refund orders) to the time period predating the
sunset date.

Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price structure that allows for the recovery
of inflation and certain associated costs, as well as providing some incentive
for expanding channel carriage. Operators also have the opportunity to bypass
this "benchmark" regulatory structure in favor of the traditional "cost-of-
service" regulation in cases where the latter methodology appears favorable.
Premium cable service offered on a per-channel or per-program basis remain
unregulated, as do affirmatively marketed packages consisting entirely of new
programming product.

F-472
<PAGE> 718
BRESNAN COMMUNICATIONS GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1999
(UNAUDITED)
(IN THOUSANDS)

The management of BCG believes that it has complied in all material
respects with the provisions of the 1992 Cable Act and the 1996 Act, including
its rate setting provisions. If, as a result of the review process, a system
cannot substantiate its rates, it could be required to retroactively reduce its
rates to the appropriate benchmark and refund the excess portion of rates
received. Any refunds of the excess portion of CPST rates would be retroactive
to the date of complaint. Any refunds of the excess portion of BST or equipment
rates would be retroactive to one year prior to the implementation of the rate
reductions.

Certain plaintiffs have filed or threatened separate class action
complaints against certain of the systems of BCG, alleging that the systems'
practice of assessing an administrative fee to the subscribers whose payments
are delinquent constitutes an invalid liquidated damage provision and a breach
of contract, and violates local consumer protection statutes. Plaintiffs seek
recovery of all late fees paid to the subject systems as a class purporting to
consist of all subscribers who were assessed such fees during the applicable
limitation period, plus attorney fees and costs.

BCG has contingent liabilities related to legal proceedings and other
matters arising in the ordinary course of business. Although it is possible that
BCG may incur losses upon conclusion of the matters referred to above, an
estimate of any loss or range of loss cannot presently be made. Based upon the
facts available, management believes that, although no assurance can be given as
to the outcome of these actions, the ultimate disposition should not have
material adverse effect upon the combined financial condition of BCG.

BCG leases business offices, has entered into pole attachment agreements
and uses certain equipment under lease arrangements. Rental expense under such
arrangements amounted to $1,582 and $1,691 during the six months ended June 30,
1998 and 1999, respectively.

Future minimum lease payments under noncancelable operating leases are
estimated to approximate $2,240 per year for each of the next five years.

It is expected that, in the normal course of business, expiring leases will
be renewed or replaced by leases on the same or other properties.

During 1999, BCG has continued enterprise-wide comprehensive efforts to
assess and remediate its respective computer systems and related software and
equipment to ensure such systems, software and equipment recognize, process and
store information in the year 2000 and thereafter. Such year 2000 remediation
efforts include an assessment of its most critical systems, such as customer
service and billing systems, headends and other cable plant, business support
operations, and other equipment and facilities. BCG also continued its efforts
to verify the year 2000 readiness of its significant suppliers and vendors and
continued to communicate with significant business partners and affiliates to
assess affiliates' year 2000 status.

BCG has formed a year 2000 program management team to organize and manage
its year 2000 remediation efforts. The program management team is responsible
for overseeing, coordinating and reporting on its respective year 2000
remediation efforts.

During 1999, the project management team continued its surveys of
significant third-party vendors and suppliers whose systems, services or
products are important to its operations (e.g., suppliers of addressable
controllers and set-top boxes, and the provider of billing services). BCG has
instituted a verification process to determine the vendors' year 2000 readiness.
Such verification includes, as deemed necessary, reviewing vendors' test and
other data and engaging

F-473
<PAGE> 719
BRESNAN COMMUNICATIONS GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1999
(UNAUDITED)
(IN THOUSANDS)

in regular conferences with vendors' year 2000 teams. BCG is also requiring
testing to validate the year 2000 compliance of certain critical products and
services. The year 2000 readiness of such providers is critical to continued
provision of cable service.

The failure to correct a material year 2000 problem could result in an
interruption or failure of certain important business operations. There can be
no assurance that the systems of BCG or the systems of other companies on which
they rely will be converted in time, or that any such failure to convert by BCG
or other companies will not have a material adverse effect on the financial
position, results of operations or cash flows of BCG.

(6) PROPOSED SALE OF THE COMPANY

In June 1999, the Partners of BCCLP entered into an agreement to sell all
of their partnership interests in BCCLP to Charter Communications Holding
Company, LLC for a purchase price of approximately $3.1 billion in cash and
equity which will be reduced by the assumption of BCCLP's debt at closing. BCCLP
anticipates that this transaction will close in the first half of 2000.

F-474
<PAGE> 720

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Tele-Communications, Inc.:

We have audited the accompanying combined balance sheets of Bresnan
Communications Group Systems, (as defined in Note 1 to the combined financial
statements) as of December 31, 1997 and 1998, and the related combined
statements of operations and Parents' investment and cash flows for each of the
years in the three-year period ended December 31, 1998. These combined financial
statements are the responsibility of the Bresnan Communications Group Systems
management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Bresnan
Communications Group Systems, as of December 31, 1997 and 1998, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ KPMG LLP

Denver, Colorado
April 2, 1999

F-475
<PAGE> 721

BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

COMBINED BALANCE SHEETS
DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
--------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 6,957 $ 6,636
Restricted cash (note 3).................................... -- 47,199
Trade and other receivables, net............................ 11,700 8,874
Property and equipment, at cost:
Land and buildings........................................ 5,229 4,123
Distribution systems...................................... 410,158 443,114
Support equipment......................................... 45,687 50,178
-------- --------
461,074 497,415
Less accumulated depreciation............................. 157,618 190,752
-------- --------
303,456 306,663
Franchise costs, net........................................ 291,746 291,103
Other assets, net of accumulated amortization............... 3,339 3,961
-------- --------
Total assets........................................... $617,198 $664,436
======== ========
LIABILITIES AND PARENTS' INVESTMENT
Accounts payable............................................ $ 2,071 $ 3,193
Accrued expenses............................................ 11,809 13,395
Accrued interest............................................ 20,331 21,835
Debt........................................................ 214,170 232,617
Other liabilities........................................... 9,719 11,648
-------- --------
Total liabilities...................................... 258,100 282,688
Parents' investment......................................... 359,098 381,748
-------- --------
Commitments and contingencies (note 7)
Total liabilities and Parents' investment.............. $617,198 $664,436
======== ========
</TABLE>

See accompanying notes to combined financial statements.

F-476
<PAGE> 722

BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

COMBINED STATEMENTS OF OPERATIONS AND PARENTS' INVESTMENT
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Revenue................................................. $216,609 $247,108 $261,964
Operating costs and expenses:
Programming (note 6).................................. 46,087 53,857 63,686
Operating............................................. 31,405 31,906 28,496
Selling, general and administrative (note 6).......... 52,485 50,572 58,568
Depreciation and amortization......................... 50,908 53,249 54,308
-------- -------- --------
180,885 189,584 205,058
-------- -------- --------
Operating income................................... 35,724 57,524 56,906
Other income (expense):
Interest expense:
Related party (note 4)............................. (1,859) (1,892) (1,872)
Other.............................................. (13,173) (16,823) (16,424)
Gain on sale of cable television systems.............. -- -- 27,027
Other, net............................................ (844) (978) (273)
-------- -------- --------
(15,876) (19,693) 8,458
-------- -------- --------
Net earnings....................................... 19,848 37,831 65,364
Parents' investment:
Beginning of year..................................... 344,664 347,188 359,098
Operating expense allocations and charges (notes 4 and
6)................................................. 54,643 60,389 71,648
Net assets of acquired systems (note 3)............... -- 33,635 --
Cash transfers, net................................... (71,967) (119,945) (114,362)
-------- -------- --------
End of year........................................... $347,188 $359,098 $381,748
======== ======== ========
</TABLE>

See accompanying notes to combined financial statements.

F-477
<PAGE> 723

BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
------- ------- -------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities
Net earnings.............................................. $19,848 $37,831 $65,364
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization.......................... 50,908 53,249 54,308
Gain on sale of cable television systems............... -- -- (27,027)
Other noncash charges.................................. 1,171 2,141 452
Changes in operating assets and liabilities, net of
effects of acquisitions:
Change in receivables................................ (291) (3,413) 2,826
Change in other assets............................... (144) 164 --
Change in accounts payable, accrued expenses and
other liabilities................................. 7,178 2,305 6,141
Other, net........................................... 473 271 297
------- ------- -------
Net cash provided by operating activities......... 79,143 92,548 102,361
------- ------- -------
Cash flows from investing activities:
Capital expended for property and equipment............... (78,248) (33,875) (58,601)
Capital expended for franchise costs...................... (87) (1,407) (157)
Cash received in acquisitions............................. -- 1,179 28,681
Change in restricted cash................................. -- -- (47,199)
------- ------- -------
Net cash used in investing activities............. (78,335) (34,103) (77,276)
------- ------- -------
Cash flows from financing activities:
Borrowings under note agreement........................... 40,300 31,300 49,400
Repayments under note agreement........................... (18,546) (24,364) (30,953)
Deferred finance costs paid............................... (595) (2,121) (1,139)
Change in Parents' investment............................. (24,259) (59,556) (42,714)
------- ------- -------
Net cash used in financing activities............. (3,100) (54,741) (25,406)
------- ------- -------
Net increase (decrease) in cash................... (2,292) 3,704 (321)
Cash and cash equivalents:
Beginning of year......................................... 5,545 3,253 6,957
------- ------- -------
End of year............................................... $ 3,253 $ 6,957 $ 6,636
======= ======= =======
Supplemental disclosure of cash flow information --
Cash paid during the year for interest.................... $12,996 $16,971 $16,792
======= ======= =======
</TABLE>

See accompanying notes to combined financial statements.

F-478
<PAGE> 724

BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)

(1) BASIS OF PRESENTATION AND PARTNERSHIP FORMATION

The financial statements of Bresnan Communications Group Systems are the
combination of the financial statements of Bresnan Communications Company
Limited Partnership ("BCCLP") and certain additional cable television systems
(the "TCI Bresnan Systems") owned by affiliates of Tele-Communications, Inc.
("TCI"). BCCLP and the TCI Bresnan Systems are under the common ownership and
control of TCI for all periods presented. Based on such common ownership and
control, the accompanying financial statements are presented herein at
historical cost on a combined basis and will serve as a predecessor to Bresnan
Communications Group LLC. The combined net assets of Bresnan Communications
Group Systems are herein referred to as "Parents' investment".

BCCLP is a partnership between a subsidiary of TCI and William J. Bresnan
and certain entities which he controls (collectively, the "Bresnan Entities").
BCCLP owns and operates cable television systems principally located in the
midwestern United States. TCI and the Bresnan Entities hold 78.4% and 21.6%
interests, respectively, in BCCLP.

Certain of the TCI Bresnan Systems have been acquired through transactions
whereby TCI acquired various larger cable entities (the "Original Systems"). The
accounts of certain of the TCI Bresnan Systems include allocations of purchase
accounting adjustments from TCI's acquisition of the Original Systems. Such
allocations and the related franchise cost amortization are based upon the
relative fair market values of the systems involved. In addition, certain costs
of TCI and the Bresnan Entities are charged to the Bresnan Communications Group
Systems based on the methodologies described in note 6. Although such
allocations are not necessarily indicative of the costs that would have been
incurred by the Bresnan Communications Group Systems on a stand alone basis,
management of TCI and the Bresnan Entities believe that the resulting allocated
amounts are reasonable.

On June 3, 1998, certain affiliates of TCI, the Bresnan Entities, BCCLP and
Blackstone Cable Acquisition Company, LLC ("Blackstone") (collectively, the
"Partners") entered into a Contribution Agreement. Effective February 2, 1999
under the terms of the contribution agreement, certain systems of affiliates of
TCI were transferred to BCCLP along with approximately $708,854 of assumed TCI
debt (the "TCI Transaction") which is not reflected in the accompanying combined
financial statements. At the same time, Blackstone contributed $136,500 to
BCCLP. As a result of these transactions, the Bresnan Entities remain the
managing partner of BCCLP, with a 10.2% combined general and limited partner
interest, while TCI and Blackstone are 50% and 39.8% limited partners of BCCLP,
respectively. The amount of the assumed TCI debt will be adjusted based on
certain working capital adjustments at a specified time after the consummation
of TCI Transaction. Upon completion of these transactions BCCLP formed a
wholly-owned subsidiary, Bresnan Communications Group LLC ("BCG"), into which it
contributed all its assets and liabilities. Simultaneous with this transaction
Bresnan Communications Group LLC formed a wholly-owned subsidiary, Bresnan
Telecommunications Company LLC ("BTC"), into which it contributed all its assets
and liabilities.

In anticipation of these transactions, on January 25, 1999, BCG sold
$170,000 aggregate principal amount of 8% senior notes (the "Senior Notes") due
2009 and $275,000 aggregate principal amount at maturity (approximately $175,000
gross proceeds) of 9.25% senior discount notes (the "Senior Discount Notes") due
2009. The net proceeds from the offering of the Senior Notes and the Senior
Discount Notes approximated $336,000 after giving effect to discounts and
F-479
<PAGE> 725
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)

commissions. Also, BTC borrowed $508,000 of $650,000 available under a new
credit facility (the "Credit Facility").

The proceeds of the Senior Notes, the Senior Discount Notes and the Credit
Facility were used to retire the assumed TCI debt and the outstanding debt of
the Bresnan Communications group systems prior to the TCI Transaction (see Note
4), as well as the payment of certain fees and expenses. Deferred financing
costs of $2.6 million associated with the retired debt will be written off.

After giving effect to the issuance of debt noted above, the unaudited
proforma debt outstanding at December 31, 1998 would be $857 million and the
Parents' investment would decrease to a deficit position of $206 million at
December 31, 1998.

On March 9, 1999, AT&T Corp. ("AT&T") acquired TCI in a merger (the "AT&T
Merger"). In the AT&T Merger, TCI became a subsidiary of AT&T.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Cash Equivalents

Cash equivalents consist of investments which are readily convertible into
cash and have maturities of three months or less at the time of acquisition.

(b) Trade and Other Receivables

Receivables are reflected net of an allowance for doubtful accounts. Such
allowance at December 31, 1997 and 1998 was not significant.

Property and equipment is stated at cost, including acquisition costs
allocated to tangible assets acquired. Construction costs, including interest
during construction and applicable overhead, are capitalized. During 1996, 1997
and 1998, interest capitalized was $1,005, $324 and $47, respectively.

Depreciation is computed on a straight-line basis using estimated useful
lives of 3 to 15 years for distribution systems and 3 to 40 years for support
equipment and buildings.

(d) Franchise Costs

Franchise costs include the difference between the cost of acquiring cable
television systems and amounts allocated to their tangible assets. Such amounts
are generally amortized on a straight-line basis over 40 years. Costs incurred
by Bresnan Communications Group Systems in negotiating and renewing franchise
agreements are amortized on a straight-line basis over the life of the
franchise, generally 10 to 20 years.

F-480
<PAGE> 726
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)

(e) Impairment of Long-Lived Assets

Management periodically reviews the carrying amounts of property and
equipment and identifiable intangible assets to determine whether current events
or circumstances warrant adjustments to such carrying amounts. If an impairment
adjustment is deemed necessary based on an analysis of undiscounted cash flow,
such loss is measured by the amount that the carrying value of such assets
exceeds their fair value. Considerable management judgment is necessary to
estimate the fair value of assets. Accordingly, actual results could vary
significantly from such estimates. Assets to be disposed of are carried at the
lower of their financial statement carrying amount or fair value less costs to
sell.

(f) Financial Instruments

Bresnan Communications Group Systems has entered into fixed interest rate
exchange agreements ("Interest Rate Swaps") which are used to manage interest
rate risk arising from its financial liabilities. Such Interest Rate Swaps are
accounted for as hedges; accordingly, amounts receivable or payable under the
Interest Rate Swaps are recognized as adjustments to interest expense. Such
instruments are not used for trading purposes.

During 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," ("SFAS 133"), which is effective for all fiscal years
beginning after June 15, 1999. SFAS 133 establishes accounting and reporting
standards for derivative instruments and hedging activities by requiring that
all derivative instruments be reported as assets or liabilities and measured at
their fair values. Under SFAS 133, changes in the fair values of derivative
instruments are recognized immediately in earnings unless those instruments
qualify as hedges of the (1) fair values of existing assets, liabilities, or
firm commitments, (2) variability of cash flows of forecasted transactions, or
(3) foreign currency exposures of net investments in foreign operations.
Although management has not completed its assessment of the impact of SFAS 133
on its combined results of operations and financial position, management
estimates that the impact of SFAS 133 will not be material.

(g) Income Taxes

The majority of the net assets comprising the TCI Bresnan Systems and BCCLP
were historically held in partnerships. In addition, BCG has been formed as a
limited liability company, to be treated for tax purposes as a flow-through
entity. Accordingly, no provision has been made for income tax expense or
benefit in the accompanying combined financial statements as the earnings or
losses of Bresnan Communications Group Systems will be reported in the
respective tax returns of BCG's members (see note 5).

(h) Revenue Recognition

F-481
<PAGE> 727
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)

(i) Combined Statements of Cash Flows

Except for acquisition transactions described in note 3, transactions
effected through Parents' investment have been considered constructive cash
receipts and payments for purposes of the combined statements of cash flows.

(j) Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

(3) ACQUISITIONS AND SYSTEM DISPOSITIONS

In January 1997, affiliates of TCI acquired certain cable television assets
located in or around the Saginaw, Michigan area which are included in the TCI
Bresnan Systems. TCI's cost basis in such acquired assets has been allocated
based on their respective fair values. Such allocation has been reflected in the
accompanying combined financial statements as follows:

<TABLE>
<S> <C>
Cash........................................................ $ 1,179
Property and equipment...................................... 10,786
Franchise costs............................................. 21,670
-------
Parents' investment....................................... $33,635
=======
</TABLE>

In addition in 1998, BCCLP acquired two cable systems which were accounted
for under the purchase method. The purchase prices were allocated to the assets
acquired in relation to their fair values as increases in property and equipment
of $7,099 and franchise costs of $21,651.

The results of operations of these cable television systems have been
included in the accompanying combined statements of operations from their dates
of acquisition. Pro forma information on the acquisitions has not been presented
because the effects were not significant.

During 1998, BCCLP also disposed of two cable systems for gross proceeds of
$58,949, which resulted in gain on sale of cable television systems of $27,027.
In connection with one of the dispositions, a third party intermediary received
$47,199 of cash that is designated to be reinvested in certain identified assets
for income tax purposes.

(4) DEBT

Debt is summarized as follows:

<TABLE>
<CAPTION>
1997 1998
-------- --------
<S> <C> <C>
Notes payable to banks(a)............................ $190,300 $209,000
Notes payable to partners(b)....................... 22,100 22,100
Other debt......................................... 1,770 1,517
-------- --------
$214,170 $232,617
======== ========
</TABLE>

F-482
<PAGE> 728
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)

- ---------------
(a) The notes payable to banks represent borrowings under a $250,000 senior
unsecured reducing revolving credit and term loan facility (the "Bank
Facility") as documented in the loan agreement as amended and restated as of
August 5, 1998. The Bank Facility calls for a current available commitment
of $250,000 of which $209,000 is outstanding at December 31, 1998. The Bank
Facility provides for two tranches, a revolving loan tranche of $175,000
(the "Revolving Loan Tranche") and a term loan tranche of $75,000 (the "Term
Loan Tranche"). The Revolving Loan Tranche is available through March 30,
1999 and then requires quarterly payments/commitment reductions ranging from
2.5% to 7.5% of the principal through its maturity on March 31, 2005. The
Term Loan Tranche, fully drawn at closing and maturing March 31, 2006,
requires quarterly payments of .25% beginning March 31, 1999 through
December 31, 2004, quarterly payments of 2.5% for the year ended December
31, 2005 and 84% of the principal at maturity. The Bank Facility provides
for interest at varying rates based on two optional measures: 1) for the
Revolving Loan Tranche, the prime rate plus .625% and/or the London
Interbank Offered Rate ("LIBOR") plus 1.625% and 2) for the Term Loan
Tranche, the prime rate plus 1.75% and/or LIBOR plus 2.75%. The Bank
Facility has provisions for certain performance-based interest rate
reductions which are available under either interest rate option. In
addition, the Bank Facility allows for interest rate swap agreements.

The rates applicable to balances outstanding at December 31, 1998 ranged
from 6.815% to 8.000% Covenants of the Bank Facility require, among other
conditions, the maintenance of certain earnings, cash flow and financial
ratios and include certain limitations on additional investments,
indebtedness, capital expenditures, asset sales, management fees and
affiliate transactions. Commitment fees of .375% per annum are payable on
the unused principal amounts of the available commitment under the Bank
Facility, as well as an annual agency fee to a bank of $60. A guarantee in
the amount of $3,000, has been provided by one of the BCCLP partners.

Balances outstanding at December 31, 1998 are due as follows:

<TABLE>
<S> <C>
1999.......................................... $ 14,150
2000.......................................... 17,500
2001.......................................... 20,850
2002.......................................... 24,200
2003 and thereafter........................... 132,300
--------
$209,000
========
</TABLE>

(b) The note payable to a partner is comprised of a $25,000 subordinated note of
which $22,100 was outstanding at December 31, 1997 and 1998. The note, dated
May 12, 1988, is junior and subordinate to the senior debt represented by
the notes payable to banks. Interest is to be provided for at the prime rate
(as defined) and is payable quarterly, to the extent allowed under the bank
subordination agreement, or at the maturity date of the note, which is the
earlier of April 30, 2001 or the first business day following the full
repayment of the entire amount due under the notes payable to banks.
Applicable interest rates at December 31, 1997 and 1998 were 8.25% and
7.75%, respectively. The note also provides for repayment at any time
without penalty, subject to subordination restrictions.

F-483
<PAGE> 729
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)

Bresnan Communications Group Systems has entered into Interest Rate Swaps
to effectively fix or set a maximum interest rate on a portion of its floating
rate long-term debt. Bresnan Communications Group Systems is exposed to credit
loss in the event of nonperformance by the counterparties to the Interest Rate
Swaps.

At December 31, 1998, such Interest Rate Swaps effectively fixed or set
maximum interest rates between 9.625% and 9.705% on an aggregate notional
principal amount of $110,000, which rate would become effective upon the
occurrence of certain events. The effect of the Interest Rate Swaps was to
increase interest expense by $851, $460, and $19 for the years ended December
31, 1996, 1997 and 1998, respectively. The expiration dates of the Interest Rate
Swaps ranges from August 25, 1999 to April 3, 2000. The difference between the
fair market value and book value of long-term debt and the Interest Rate Swaps
at December 31, 1997 and 1998 is not significant.

(5) INCOME TAXES

Taxable earnings differ from those reported in the accompanying combined
statements of operations due primarily to differences in depreciation and
amortization methods and estimated useful lives under regulations prescribed by
the Internal Revenue Service. At December 31, 1998, the reported amounts of
Bresnan Communications Group Systems' assets exceeded their respective tax bases
by approximately $394 million.

(6) TRANSACTIONS WITH RELATED PARTIES

Bresnan Communications Group Systems purchases, at TCI's cost,
substantially all of its pay television and other programming from affiliates of
TCI. Charges for such programming were $42,897, $48,588 and $58,562 for 1996,
1997 and 1998, respectively, and are included in programming expenses in the
accompanying combined financial statements.

Certain affiliates of the Partners provide administrative services to
Bresnan Communications Group Systems and have assumed managerial responsibility
of Bresnan Communications Group Systems cable television system operations and
construction. As compensation for these services, Bresnan Communications Group
Systems pays a monthly fee calculated pursuant to certain agreed upon formulas.
Such charges totaled $11,746, $11,801 and $13,086 and have been included in
selling, general and administrative expenses for years ended December 31, 1996,
1997 and 1998, respectively.

(7) COMMITMENTS AND CONTINGENCIES

On October 5, 1992, Congress enacted the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act"). In 1993 and 1994,
the Federal Communications Commission ("FCC") adopted certain rate regulations
required by the 1992 Cable Act and imposed a moratorium on certain rate
increases. As a result of such actions, Bresnan Communications Group Systems'
basic and tier service rates and its equipment and installation charges (the
"Regulated Services") are subject to the jurisdiction of local franchising
authorities and the FCC. Basic and tier service rates are evaluated against
competitive benchmark rates as published by the FCC, and equipment and
installation charges are based on actual costs. Any rates for Regulated Services
that exceeded the benchmarks were reduced as required by the 1993 and 1994 rate
regulations. The rate regulations do not apply to the relatively few systems
F-484
<PAGE> 730
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)

which are subject to "effective competition" or to services offered on an
individual service basis, such as premium movie and pay-per-view services.

Bresnan Communications Group Systems believes that it has complied in all
material respects with the provisions of the 1992 Cable Act, including its rate
setting provisions. However, Bresnan Communications Group Systems' rates for
Regulated Services are subject to review by the FCC, if a complaint has been
filed by a customer, or the appropriate franchise authority, if such authority
has been certified by the FCC to regulate rates. If, as a result of the review
process, a system cannot substantiate its rates, it could be required to
retroactively reduce its rates to the appropriate benchmark and refund the
excess portion of rates received. Any refunds of the excess portion of tier
service rates would be retroactive to the date of complaint. Any refunds of the
excess portion of all other Regulated Service rates would be retroactive to one
year prior to the implementation of the rate reductions.

Certain of Bresnan Communications Group Systems' individual systems have
been named in purported class actions in various jurisdictions concerning late
fee charges and practices. Certain of Bresnan Communications Group Systems'
cable systems charge late fees to customers who do not pay their cable bills on
time. Plaintiffs generally allege that the late fees charged by such cable
systems are not reasonably related to the costs incurred by the cable systems as
a result of the late payment. Plaintiffs seek to require cable systems to
provide compensation for alleged excessive late fee charges for past periods.
These cases are at various stages of the litigation process. Based upon the
facts available, management believes that, although no assurances can be given
as to the outcome of these actions, the ultimate disposition of these matters
should not have a material adverse effect upon the financial condition or
results of operations of Bresnan Communications Group Systems.

BCCLP entered into three letters of intent with three different cable
operators pursuant to which the BCCLP intends to sell a small cable television
system in Michigan and acquire cable television systems in both Michigan and
Minnesota. These transactions would result in a net cost to the BCCLP of
approximately $63,000, $2,000 was deposited for the acquisition in Michigan.
BCCLP expects to fund these transactions through the use of restricted cash,
cash flow from operations and additional borrowings.

Bresnan Communications Group Systems has other contingent liabilities
related to legal proceedings and other matters arising in the ordinary course of
business. Although it is reasonably possible Bresnan Communications Group
Systems may incur losses upon conclusion of such matters, an estimate of any
loss or range of loss cannot be made. In the opinion of the management, it is
expected that amounts, if any, which may be required to satisfy such
contingencies will not be material in relation to the accompanying combined
financial statements.

Bresnan Communications Group Systems leases business offices, has entered
into pole attachment agreements and uses certain equipment under lease
arrangements. Rental expense under such arrangements amounted to $3,208, $3,221
and $2,833 in 1996, 1997 and 1998, respectively.

Future minimum lease payments under noncancelable operating leases are
estimated to approximate $2,240 per year for each of the next five years.

It is expected that, in the normal course of business, expiring leases will
be renewed or replaced by leases on the same or similar properties.
F-485
<PAGE> 731
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)

During 1998, TCI and BCCLP have continued enterprise-wide, comprehensive
efforts to assess and remediate their respective computer systems and related
software and equipment to ensure such systems, software and equipment will
recognize, process and store information in the year 2000 and thereafter. Such
year 2000 remediation efforts, which encompass the TCI Bresnan Systems and the
Bresnan Entities, respectively, include an assessment of their most critical
systems, such as customer service and billing systems, headends and other cable
plant, business support operations, and other equipment and facilities. TCI and
BCCLP also continued their efforts to verify the year 2000 readiness of their
significant suppliers and vendors and continued to communicate with significant
business partners' and affiliates to assess such partners and affiliates' year
2000 status.

TCI and BCCLP have formed year 2000 program management teams to organize
and manage their year 2000 remediation efforts. The program management teams are
responsible for overseeing, coordinating and reporting on their respective year
2000 remediation efforts. Upon consummation of the TCI Transaction, assessment
and remediation of year 2000 issues for the TCI Bresnan Systems became the
responsibility of BCCLP.

During 1998, the project management teams continued their surveys of
significant third-party vendors and suppliers whose systems, services or
products are important to their operations (e.g., suppliers of addressable
controllers and set-top boxes, and the provider of billing services). The year
2000 readiness of such providers is critical to continued provision of cable
service.

TCI and BCCLP have instituted a verification process to determine the
vendors' year 2000 readiness. Such verification includes, as deemed necessary,
reviewing vendors' test and other data and engaging in regular conferences with
vendors' year 2000 teams. TCI and BCCLP are also requiring testing to validate
the year 2000 compliance of certain critical products and services.

The failure to correct a material year 2000 problem could result in an
interruption or failure of certain important business operations. There can be
no assurance that the systems of Bresnan Communications Group Systems or the
systems of other companies on which they rely will be converted in time, or that
any such failure to convert by the Bresnan Communications Group Systems or other
companies will not have a material adverse effect on the financial position,
results of operations or cash flows of Bresnan Communications Group Systems.

F-486
<PAGE> 732

[Inside Back Cover]

[Text:] Cable Television

Charter Cable Television and Charter Digital Cable(TM)

High Speed

Internet Access

Charter Pipeline(TM)

Internet TV

With Worldgate TV over Cable(SM)

Interactive TV

Through a partnership with Wink(TM)

[Graphics of friendly customer service representative assisting customer using a
headset and people enjoying cable programming; background image of computer
screen displaying Charter website]

[Charter logo]

<PAGE> 733

------------------------------------------------------
------------------------------------------------------

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.
-------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary............ 1
Risk Factors.................. 15
Forward-Looking Statements.... 34
Use of Proceeds............... 35
Dividend Policy............... 37
Capitalization................ 38
Dilution...................... 42
Unaudited Pro Forma Financial
Statements................. 44
Selected Historical Financial
Data....................... 72
Management's Discussion and
Analysis of Financial
Condition And Results of
Operations................. 74
Business...................... 107
Regulation and Legislation.... 152
Management.................... 161
Principal Stockholders........ 176
Certain Relationships and
Related Transactions....... 178
Description of Certain
Indebtedness............... 192
Description of Capital Stock
and Membership Units....... 213
Shares Eligible for Future
Sale....................... 229
Certain United States Tax
Considerations for Non-
United States Holders...... 231
Legal Matters................. 237
Experts....................... 237
Underwriting.................. 239
Index to Financial
Statements................. F-1
</TABLE>

Through and including , 1999 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------

170,000,000 Shares

CHARTER
COMMUNICATIONS, INC.
Class A Common Stock

[Charter Communications Logo]
GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
MORGAN STANLEY DEAN WITTER
DONALDSON, LUFKIN & JENRETTE
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY

A.G. EDWARDS & SONS, INC.

M.R. BEAL & COMPANY

Representatives of the Underwriters
------------------------------------------------------
------------------------------------------------------
<PAGE> 734

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses, other than underwriting
discounts and commissions, to be paid in connection with the sale of the Class A
common stock being registered, all of which will be paid by the Registrant. All
amounts are estimates except the registration fee, the Nasdaq National Market
listing fee and the NASD filing fee.

<TABLE>
<S> <C>
Registration fee............................................ $1,032,631
Nasdaq National Market listing fee.......................... *
NASD filing fee............................................. 30,500
Accounting fees and expenses................................ *
Legal fees and expenses..................................... *
Blue Sky fees and expenses.................................. *
Printing and engraving expenses............................. *
Transfer agent and registrar fees........................... *
Miscellaneous expenses...................................... *
----------
Total............................................. $ *
==========
</TABLE>

- ---------------
* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

INDEMNIFICATION UNDER THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE
REGISTRANT

The Registrant's certificate of incorporation provides that a director of
the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the directors' duty of loyalty to
the Registrant or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation law; or (iv) for any
transaction from which the director derived an improper personal benefit. The
Registrant's bylaws require the Registrant to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed proceeding by reason of the fact that he is or was a director or
officer of the Registrant, or any other person designated by the board of
directors (which may include any person serving at the request of the Registrant
as a director, officer, employee, agent, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise), in each case, against certain liabilities (including
damages, judgments, amounts paid in settlement, fines, penalties and expenses),
except where such indemnification is expressly prohibited by applicable law,
where such person has engaged in willful misconduct or recklessness or where
such indemnification has been determined to be unlawful. Such indemnification as
to expenses is mandatory to the extent the individual is successful on the
merits of the matter.

INDEMNIFICATION UNDER THE DELAWARE GENERAL CORPORATION LAW

Section 145 of the Delaware General Corporation Law, authorizes a
corporation to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that the person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other

II-1
<PAGE> 735

enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the person's conduct
was unlawful. In addition, the Delaware General Corporation Law permits
indemnification only for expenses (including attorneys fees) in connection with
an action or suit by or in the right of the corporation, and, in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, such indemnification is permitted only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses, which such court shall deem proper. To the extent
that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter, such
person shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by such person.

INDEMNIFICATION UNDER THE LIMITED LIABILITY COMPANY AGREEMENT OF CHARTER
COMMUNICATIONS HOLDING COMPANY

The limited liability company agreement of Charter Communications Holding
Company, entered into as of February 9, 1999, by Charter Investment, Inc. as the
initial member, provides that the members, the manager, the directors, their
affiliates or any person who at any time serves or has served as a director,
officer, employee or other agent of any member or any such affiliate, and who,
in such capacity, engages or has engaged in activities on behalf of Charter
Communications Holding Company, shall be indemnified and held harmless by
Charter Communications Holding Company to the fullest extent permitted by law
from and against any losses, damages, expenses, including attorneys' fees,
judgments and amounts paid in settlement actually and reasonably incurred by or
in connection with any claim, action, suit or proceeding arising out of or
incidental to such indemnifiable person's conduct or activities on behalf of
Charter Communications Holding Company. Notwithstanding the foregoing, no
indemnification is available under the limited liability company agreement for
actions constituting bad faith, willful misconduct or fraud. Payment of these
indemnification obligations shall be made from the assets of Charter
Communications Holding Company and the members shall not be personally liable to
an indemnifiable person for payment of indemnification.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The Registrant has not issued any common stock prior to the offering.
Concurrently with the consummation of the offering to which this registration
statement relates, Paul G. Allen, Jerald L. Kent, Barry L. Babcock and Howard L.
Wood will purchase a total of 50,000 shares of Class B common stock for an
aggregate purchase price of $1,000,000. The offering and sale of the shares of
common stock will not be registered under the Securities Act of 1933 because the
offering and sales will be made in reliance on the exemption provided by Section
4(2) of the Securities Act of 1933 and Rule 506 thereunder for transactions by
an issuer not involving a public offering.

At its inception, Charter Communications, Inc. issued in July 1999 100
shares of its Class A common stock to Charter Investment, Inc. This transaction
was undertaken as a private placement.

In September 1999, Charter Communications Operating, LLC, our affiliate,
acquired Rifkin Acquisition Partners L.L.L.P. and Interlink Communications
Partners, LLLP. In exchange for a portion of the equity of these entities,
Charter Communications Holding Company, LLC issued 133,312,118 of its Class A
preferred membership units to 27 individuals and entities. The Charter

II-2
<PAGE> 736

Communications Holding Company preferred membership units are exchangeable at
the consummation of this offering for shares of our Class A common stock. The
issuance of these securities has not been registered.

In May 1999, Charter Investment, Inc., our affiliate, entered into an
agreement to purchase partnership interests in Falcon Communications, L.P. from
Falcon Holding Group, L.P. and TCI Falcon Holdings, LLC, interests in a number
of Falcon entities held by Falcon Cable Trust and Falcon Holding Group, Inc.,
specified interests in Enstar Communications Corporation and Enstar Finance
Company, LLC held by Falcon Holding Group, L.P., and specified interests in
Adlink held by DHN, Inc. Under the Falcon purchase agreement, Falcon Holding
Group, L.P. has agreed to contribute to Charter Communications Holding Company a
portion of its partnership interest in Falcon Communications, L.P. in exchange
for common membership units of Charter Communications Holding Company. The
issuance of these securities has not been registered.

In June 1999, Charter Communications Holding Company, our affiliate,
entered into an agreement to purchase Bresnan Communications Company Limited
Partnership. Under the Bresnan purchase agreement, Charter Communications
Holding Company has agreed to issue $1.0 billion worth of its common membership
units to the Bresnan sellers in partial consideration for the equity of Bresnan
Communications Company Limited Partnership. The Charter Communications Holding
company membership units are exchangeable for Class A common stock. The issuance
of these securities has not been registered.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

EXHIBITS

<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement by and among Registrant and
the underwriters*
2.1 Merger Agreement, dated March 31, 1999, by and between
Charter Communications Holdings, LLC and Marcus Cable
Holdings, LLC(1)
2.2(a) Membership Purchase Agreement, dated as of January 1, 1999,
by and between ACEC Holding Company, LLC and Charter
Communications, Inc. (now called Charter Investment,
Inc.)(9)
2.2(b) Assignment of Membership Purchase Agreement, dated as of
February 23, 1999, by and between Charter Communications,
Inc. (now called Charter Investment, Inc.) and Charter
Communications Entertainment II, LLC(9)
2.3(a) Asset Purchase Agreement, dated as of February 17, 1999,
among Greater Media, Inc., Greater Media Cablevision, Inc.
and Charter Communications, Inc. (now called Charter
Investment, Inc.)(9)
2.3(b) Assignment of Asset Purchase Agreement, dated as of February
23, 1999, by and between Charter Communications, Inc. (now
called Charter Investment, Inc.) and Charter Communications
Entertainment I, LLC(9)
2.4 Purchase Agreement, dated as of February 23, 1999, by and
among Charter Communications, Inc. (now called Charter
Investment, Inc.), Charter Communications, LLC, Renaissance
Media Holdings LLC and Renaissance Media Group LLC(9)
2.5 Purchase Agreement, dated as of March 22, 1999, among
Charter Communications, Inc. (now called Charter Investment,
Inc.), Charter Communications, LLC, Charter Helicon, LLC,
Helicon Partners I, L.P., Baum Investments, Inc. and the
limited partners of Helicon Partners I, L.P.(9)
2.6(a) Asset and Stock Purchase Agreement, dated April 20, 1999,
between Intermedia Partners of West Tennessee, L.P. and
Charter Communications, LLC(9)
2.6(b) Stock Purchase Agreement, dated April 20, 1999, between TCID
1P-V, Inc. and Charter Communications, LLC(1)
</TABLE>

II-3
<PAGE> 737

<TABLE>
<S> <C>
2.6(c) RMG Purchase Agreement, dated as of April 20, 1999, between
Robin Media Group, Inc., InterMedia Partners of West
Tennessee, L.P. and Charter RMG, LLC(1)
2.6(d) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners Southeast, Charter Communications, LLC,
Charter Communications Properties, LLC, and Marcus Cable
Associates, L.L.C.(1)
2.6(e) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners, a California Limited Partnership,
Brenmor Cable Partners, L.P. and Robin Media Group, Inc.(1)
2.6(f) Common Agreement, dated April 20, 1999, between InterMedia
Partners, InterMedia Partners Southeast, InterMedia Partners
of West Tennessee, L.P., InterMedia Capital Partners IV,
L.P., InterMedia Partners IV, L.P., Brenmor Cable Partners,
L.P., TCID IP-V, Inc., Charter Communications, LLC, Charter
Communications Properties, LLC, Marcus Cable Associates,
L.L.C. and Charter RMG, LLC(10)+
2.7(a) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among Interlink Communications Partners, LLLP, the
sellers listed therein and Charter Communications, Inc. (now
called Charter Investment, Inc.)(1)
2.7(b) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among Rifkin Acquisition Partners, L.L.L.P., the sellers
listed therein and Charter Communications, Inc. (now called
Charter Investment, Inc.)(9)
2.7(c) RAP Indemnity Agreement, dated April 26, 1999, by and among
the sellers listed therein and Charter Communications, Inc.
(now called Charter Investment, Inc.)(9)
2.7(d) Assignment of Purchase Agreement with Interlink
Communications Partners, LLLP, dated as of June 30, 1999, by
and between Charter Communications, Inc. (now called Charter
Investment, Inc.) and Charter Communications Operating,
LLC(9)
2.7(e) Assignment of Purchase Agreement with Rifkin Acquisition
Partners L.L.L.P., dated as of June 30, 1999, by and between
Charter Communications, Inc. (now called Charter Investment,
Inc.) and Charter Communications Operating, LLC(1)
2.7(f) Assignment of RAP Indemnity Agreement, dated as of June 30,
1999, by and between Charter Communications, Inc. (now
called Charter Investment, Inc.) and Charter Communications
Operating, LLC(9)
2.7(g) Amendment to the Purchase Agreement with Interlink
Communications Partners, LLLP, dated June 29, 1999(11)
2.7(h) Contribution Agreement, dated as of September 14, 1999, by
and among Charter Communications Operating, LLC, Charter
Communications Holding Company, LLC, Charter Communications,
Inc., Paul G. Allen and the certain other individuals and
entities listed on the signature pages thereto*
2.8 Securities Purchase Agreement, dated May 13, 1999, by and
between Avalon Cable Holdings LLC, Avalon Investors, L.L.C.,
Avalon Cable of Michigan Holdings, Inc. and Avalon Cable LLC
and Charter Communications Holdings LLC and Charter
Communications, Inc. (now called Charter Investment,
Inc.)(5)
2.9 Purchase and Contribution Agreement, dated as of May 26,
1999, by and among Falcon Communications, L.P., Falcon
Holding Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable
Trust, Falcon Holding Group, Inc. and DHN Inc. and Charter
Communications, Inc. (now called Charter Investment, Inc.)
</TABLE>

II-4
<PAGE> 738

<TABLE>
<S> <C>
2.9(a) First Amendment to Purchase and Contribution Agreement, dated as of June 22, 1999, by and among Charter
Communications, Inc., Charter Communications Holding Company, LLC, Falcon Communications, L.P., Falcon
Holding Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust, Falcon Holding Group, Inc. and DHN
Inc.(8)
2.10 Purchase Agreement, dated as of May 21, 1999, among Blackstone TWF Capital Partners, L.P., Blackstone
TWF Capital Partners A L.P., Blackstone TWF Capital Partners B L.P., Blackstone TWF Family Investment
Partnership, L.P., RCF Carry, LLC, Fanch Management Partners, Inc., PBW Carried Interest, Inc., RCF
Indiana Management Corp, The Robert C. Fanch Revocable Trust, A. Dean Windry, Thomas Binning, Jack
Pottle, SDG/Michigan Communications Joint Venture, Fanch-JV2 Master Limited Partnership, Cooney Cable
Associates of Ohio, Limited Partnership, North Texas Cablevision, LTD., Post Cablevision of Texas,
Limited Partnership, Spring Green Communications, L.P., Fanch-Narragansett CSI Limited Partnership, and
Fanch Cablevision of Kansas General Partnership and Charter Communications, Inc. (now known as Charter
Investment, Inc.)
2.11 Purchase and Contribution Agreement, entered into as of June 1999, by and among BCI (USA), LLC, William
Bresnan, Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital Partners L.P., Blackstone
Family Investment Partnership III L.P., TCID of Michigan, Inc. and TCI Bresnan LLC and Charter
Communications Holding Company, LLC (now called Charter Investment, Inc.)
3.1 Form of Restated Certificate of Incorporation of Registrant*
3.2 Bylaws of Registrant*
4.1 Form of certificate evidencing shares of Class A common stock
5.1 Form of Opinion of Paul, Hastings, Janofsky & Walker LLP regarding legality of the securities being
registered
10.1 Credit Agreement, dated as of March 18, 1999, between Charter Communications Operating, LLC and certain
lenders and agents named therein(1)
10.2(a) Amended and Restated Management Agreement, dated March 17, 1999, between Charter Communications
Operating, LLC and Charter Communications, Inc. (now called Charter Investment, Inc.)(9)
10.2(b) Form of Second Amended Management Agreement, dated as of , 1999, by and among Charter
Investment, Inc., Charter Communications, Inc. and Charter Communications Operating, LLC
10.2(c) Form of Mutual Services Agreement, dated as of , 1999, by and between Charter
Communications, Inc. and Charter Investment, Inc.
10.2(d) Form of Management Agreement, dated as of , 1999, by and between Charter Communications
Holding Company, LLC and Charter Communications, Inc.
10.3 Consulting Agreement, dated as of March 10, 1999, by and between Vulcan Northwest Inc., Charter
Communications, Inc. (now called Charter Investment, Inc.) and Charter Communications Holdings, LLC(9)
10.4 Indenture relating to the 8.250% Senior Notes due 2007, dated as of March 17, 1999, between Charter
Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and
Savings Bank(1)
10.5 Indenture relating to the 8.625% Senior Notes due 2009, dated as of March 17, 1999, among Charter
Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and
Savings Bank(1)
10.6 Indenture relating to the 9.920% Senior Discount Notes due 2011, dated as of March 17, 1999, among
Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris
Trust and Savings Bank(1)
</TABLE>

II-5
<PAGE> 739

<TABLE>
<S> <C>
10.7 Indenture, dated as of April 9, 1998, by and among
Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital Corporation,
Renaissance Media Group LLC and United States Trust Company
of New York, as trustee(2)
10.8 Indenture, dated January 15, 1996, by and among Rifkin
Acquisition Partners, L.L.L.P., Rifkin Acquisition Capital
Corp., as issuers, Cable Equities of Colorado Management
Corp., FNI Management Corp., Cable Equities of Colorado,
Ltd., Cable Equities, Inc. and Rifkin/Tennessee, Ltd., as
Subsidiary Guarantors, and Marine Midland Bank, as
trustee(3)
10.9 Indenture, dated as of October 15, 1993, by and among The
Helicon Group, L.P. and Helicon Capital Corp., as issuers,
and Shawmut Bank Connecticut, National Association, as
trustee(4)
10.10 Charter Communications Holdings, LLC 1999 Option Plan(9)
10.11(a) Membership Interests Purchase Agreement, dated July 22,
1999, by and between Charter Communications Holding Company,
LLC and Paul G. Allen(11)
10.11(b) Form of Contribution Agreement, dated as of ,
1999, by and between Charter Investment, Inc. and Charter
Communications Holding Company, LLC*
10.11(c) Amendment to Membership Interests Purchase Agreement, dated
as of August 10, 1999, by and among Charter Communications
Holding Company, LLC, Vulcan Cable III Inc. and Paul G.
Allen(11)
10.11(d) Letter from Paul G. Allen regarding agreement to purchase
Charter Communications Holding Company, LLC membership units
10.12(a) Certificate of Formation of Charter Communications Holding
Company, LLC, filed on May 25, 1999
10.12(b) Amended and Restated Limited Liability Company Agreement for
Charter Communications Holding Company, LLC, effective as of
October , 1999, by and among Charter Communications, Inc.
and the other individuals and entities listed on Schedule A
thereto*
10.13 Exchange Agreement, dated as of October , 1999 by and
between Charter Communications, Inc., Charter Investment,
Inc., Vulcan Cable III Inc., and certain Charter employees
and officers made a party thereto pursuant to the terms
thereof*
10.14 Registration Rights Agreement, dated as of October , 1999,
by and among Charter Communications, Inc. and the
stockholders party thereto*
10.15(a) Employment Agreement, dated as of August 28, 1998, between
Jerald L. Kent and Paul G. Allen(12)
10.15(b) Assignment of Employment Agreements, dated as of December
23, 1998, between Paul G. Allen and Charter Communications,
Inc. (now called Charter Investment, Inc.)(11)
10.15(c) Form of Assignment and Assumption Agreement, dated as of
, 1999, by and between Charter Investment,
Inc. and Charter Communications, Inc.
10.16(a) Employment Agreement, dated as of December 23, 1998, between
Barry L. Babcock and Paul G. Allen(12)
10.16(b) Form of Assignment and Assumption Agreement, dated as of
, 1999, by and between Charter Investment,
Inc. and Charter Communications, Inc.
10.17(a) Employment Agreement, dated as of December 23, 1998, between
Howard L. Wood and Paul G. Allen(12)
10.17(b) Form of Assignment and Assumption Agreement, dated as of
, 1999, by and between Charter Investment, Inc.
and Charter Communications, Inc.
</TABLE>

II-6
<PAGE> 740

<TABLE>
<S> <C>
10.18 Note Purchase and Exchange Agreement, dated as of October
21, 1991, by and among Falcon Telecable, The Mutual Life
Insurance Company and MONY Life Insurance Company*
10.19 Letter Agreement, dated as of July 22, 1999 between Charter
Communications Holding Company, LLC and Charter
Communications Holdings, LLC(12)
10.20(a) Option Agreement, dated as of February 9, 1999, between
Jerald L. Kent and Charter Communications Holdings, LLC(11)
10.20(b) Amendment to the Option Agreement, dated as of May 25, 1999,
between Jerald L. Kent and Charter Communications Holding
Company, LLC(11)
10.21 Assumption Agreement, dated as of May 25, 1999, by and
between Charter Communications Holdings, LLC and Charter
Communications Holding Company, LLC(11)
10.22 Letter Agreement, dated September 21, 1999, by and among
Charter Communications, Inc., Charter Investment, Inc.,
Charter Communications Holding Company, Inc. and Vulcan
Ventures Inc.*
10.23 Indenture, dated February 2, 1999, among BCG, BCC and State
Street Bank and Trust Company, as trustee, relating to the
Issuers' $170,000,000 principal amount of 8% Senior Notes
due 2009 and $275,000,000 aggregate principal amount at
maturity of 9 1/4% Senior Discount Notes due 2009(13)
10.24 Loan Agreement dated as of February 2, 1999 among BTC,
various lending institutions, Toronto Dominion (Texas),
Inc., as the Administrative Agent for the Lenders, with TD
Securities (USA) Inc., Chase Securities Inc., the Bank of
Nova Scotia, BNY Capital Markets, Inc. and NationsBanc
Montgomery Securities LLC, collectively, the Arranging
Agents, Chase Securities Inc., as Syndication Agent, the
Bank of Nova Scotia, the Bank of New York Company, Inc., and
NationsBanc Montgomery Securities LLC, as Documentation
Agents, and TD Securities (USA) Inc., and Chase Securities
Inc., as Joint Book Managers and Joint Lead Arrangers(13)
10.25 Indenture, dated as of December 10, 1998 by and among Avalon
Cable of Michigan, Inc., Avalon Cable of New England LLC and
Avalon Cable Finance, Inc., as issuers and The Bank of New
York, as trustee for the Notes(5)
10.26 Supplemental Indenture, dated as of March 26, 1999 by and
among Avalon Cable of New England LLC, Avalon Cable Finance,
Inc. and Avalon Cable of Michigan LLC as issuers, Avalon
Cable of Michigan, Inc., as guarantor, and The Bank of New
York, as trustee for the Notes(5)
10.27 Senior Credit Agreement, dated as of November 6, 1998, among
Avalon Cable of New England LLC, Avalon Cable of Michigan,
Inc., Avalon Cable Finance, Inc., Avalon Cable of Michigan,
LLC, Lehman Brothers Inc., Fleet Bank of Massachusetts,
N.A., Union Bank of California, N.A. and Lehman Commercial
Paper Inc.(19)
10.28 Guarantee and Collateral Agreement, dated as of November 6,
1998 made by Avalon LLC, Avalon Cable LLC, Avalon Cable of
New England Holdings, Inc., Avalon Cable Holdings Finance,
Inc., Avalon Cable of Michigan Holdings, Inc. and Avalon
Cable of Michigan, Inc. in favor of Lehman Commercial Paper
Inc.(19)
10.29 Indenture, dated as of December 10, 1998 by and among Avalon
Cable of Michigan Holdings, Inc., Avalon Cable LLC and
Avalon Cable Holdings Finance, Inc., as issuers and The Bank
of New York, as trustee for the Notes(14)
10.30 Supplemental Indenture, dated as of March 26, 1999 by and
among Avalon Cable of Michigan Holdings, Inc., Avalon Cable
LLC and Avalon Cable Holdings Finance, Inc., as issuers,
Avalon Cable of Michigan, Inc., as guarantor, and The Bank
of New York, as trustee for the Notes(14)
</TABLE>

II-7
<PAGE> 741

<TABLE>
<S> <C>
10.31 Indenture, dated as of March 29, 1993, by and among Falcon
Holding Group, L.P. and United States Trust Company of New
York (governing 11% Senior Subordinated Notes due 2003)(15)
10.32 Indenture, dated as of April 3, 1998, among Falcon Holding
Group, L.P., Falcon Funding Corporation and United States
Trust Company of New York, as trustee(16)
10.33 Supplemental Indenture, dated as of September 30, 1998, by
and among Falcon Holding Group, L.P., Falcon Funding
Corporation, Falcon Communications, L.P. and United States
Trust Company of New York, as trustee(17)
10.34 Credit Agreement, dated as of June 30, 1998, among Falcon
Cable Communications, LLC, certain guarantors and lenders
named therein, BankBoston, N.A., as Documentation Agent,
Toronto Dominion, Inc. as Administrative Agent, Bank of
America, N.A. (formerly known as NationsBank, N.A.), as
Syndication Agent and The Chase Manhattan Bank, as
Co-Syndication Agent(18)
10.35 Amendment to the Credit Agreement, dated as of September 25,
1998, among the affiliates of Falcon Holding Group, L.P.
named therein and BankBoston, N.A., as Documentation
Agent(17)
10.36(a) Charter Communications Holdings, LLC 1999 Option Plan(9)
10.36(b) Assumption Agreement, dated as of May 25, 1999, by and among
Charter Communications Holdings, LLC and Charter
Communications Holding Company, LLC.
21.1 Subsidiaries of Registrant*
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained
in Exhibit No. 5.1)*
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of Ernst & Young LLP
23.6 Consent of KPMG LLP
23.7 Consent of PricewaterhouseCoopers LLP
23.8 Consent of PricewaterhouseCoopers LLP
23.9 Consent of Ernst & Young LLP
23.10 Consent of PricewaterhouseCoopers LLP
23.11 Consent of PricewaterhouseCoopers LLP
23.12 Consent of Greenfield, Altman, Brown, Berger & Katz, P.C.
23.13 Consent of PricewaterhouseCoopers LLP
23.14 Consent of Ernst & Young LLP
23.15 Consent of KPMG LLP
23.16 Consent of KPMG LLP
23.17 Consent of Ernst & Young LLP
23.18 Consent of Ernst & Young LLP
24.1 Power of Attorney**
27.1 Financial Data Schedule**
</TABLE>

--------------------
* To be filed by amendment.

** Previously filed.

+ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.

II-8
<PAGE> 742

(1) Incorporated by reference to Amendment No. 2 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June 21, 1999 (File
No. 333-77499).

(2) Incorporated by reference to the registration statement on Forms S-4 and
S-1 of Renaissance Media Group LLC, Renaissance Media (Tennessee) LLC,
Renaissance Media (Louisiana) LLC and Renaissance Media Capital Corporation
filed on June 12, 1998 (File No. 333-56679).

(3) Incorporated by reference to the registration statement on Form S-1 of
Rifkin Acquisition Capital Corp. and Rifkin Acquisition Partners, L.L.L.P.
filed on April 2, 1996 (File No. 333-3084).

(4) Incorporated by reference to the registration statement on Form S-4 of The
Helicon Group, L.P. and Helicon Capital Corp. filed on December 3, 1993
(File No. 333-72468).

(5) Incorporated by reference to Amendment No. 1 to the registration statement
on Form S-4 of Avalon Cable of Michigan LLC, Avalon Cable of Michigan Inc.,
Avalon Cable of New England LLC and Avalon Cable Finance Inc. filed on May
28, 1999 (File No. 333-75453).

(6) Incorporated by reference to the report on Form 8-K of Falcon
Communications, L.P. and Falcon Funding Corporation filed on June 9, 1999
(File No. 033-60776 and 333-55755-01).

(7) Incorporated by reference to Amendment No. 1 to the registration statement
on Form S-4 of Bresnan Communications Group LLC and Bresnan Capital
Corporation filed on July 9, 1999 (File No. 333-77637).

(8) Incorporated by reference to the quarterly report on Form 10-Q filed by
Falcon Communications, L.P. and Falcon Funding Corporation on August 13,
1999 (File No. 333-60776 and 333-55755).

(9) Incorporated by reference to Amendment No. 4 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on July 22, 1999 (File
No. 333-77499).

(10) Incorporated by reference to Amendment No. 3 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on July 2, 1999 (File No.
333-77499).

(11) Incorporated by reference to Amendment No. 6 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on August 27, 1999 (File
No. 333-77499).

(12) Incorporated by reference to Amendment No. 5 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on August 10, 1999 (File
No. 333-77499).

(13) Incorporated by reference to the registration statement on Form S-4 of
Bresnan Communications Group LLC and Bresnan Capital Corporation filed on
May 3, 1999 (File No. 333-77637).

(14) Incorporated by reference to Amendment No. 1 the registration statement on
Form S-4 of Avalon Cable LLC, Avalon Cable Holdings Finance, Inc., Avalon
Cable of Michigan Holdings, Inc. and Avalon Cable of Michigan, Inc. filed
on May 28, 1999 (File No. 333-75415).

(15) Incorporated by reference to the registration statement on Form S-4 of
Falcon Holding Group, L.P. filed on April 18, 1993 (File No. 33-60776).

(16) Incorporated by reference to the registration statement on Form S-4 of
Falcon Holding Group, L.P. and Falcon Funding Corporation filed on June 1,
1998 (File No. 333-55755).

(17) Incorporated by reference to the report on Form 8-K of Falcon
Communications, L.P. and Falcon Funding Corporation filed on October 9,
1998 (File No. 33-60776).

II-9
<PAGE> 743

(18) Incorporated by reference to Amendment No. 1 to the registration statement
on Form S-4 of Falcon Holding Group, L.P. and Falcon Funding Corporation
filed on July 17, 1998 (File No. 333-55755).

(19) Incorporated by reference to Amendment No. 4 to the statement of beneficial
ownership on Schedule 13D of Avalon Cable of Michigan, Inc., Avalon Cable
of Michigan Holdings, Inc., Avalon Cable Holdings, LLC, ABRY Broadcast
Partners III, L.P., ABRY Equity Investors, L.P., ABRY Holdings III, Inc.
and Royce Yudkoff filed on November 12, 1998 (File No. 005-40465).

FINANCIAL STATEMENT SCHEDULES

Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the information required by
such omitted schedules is set forth in the financial statements or the notes
thereto.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-10
<PAGE> 744

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Charter
Communications, Inc. has duly caused this Amendment No. 2 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri on the 28th day of
September 1999.

CHARTER COMMUNICATIONS, INC.

By: /s/ CURTIS S. SHAW
------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>

* Chairman of the Board of Directors September 28, 1999
- ------------------------------------
Paul G. Allen

* President, Chief Executive Officer and September 28, 1999
- ------------------------------------ Director
Jerald L. Kent (Principal Executive Officer)

* Director September 28, 1999
- ------------------------------------
William D. Savoy

* Senior Vice President and Chief Financial September 28, 1999
- ------------------------------------ Officer (Principal Financial Officer and
Kent D. Kalkwarf Principal Accounting Officer)

*By: /s/ CURTIS S. SHAW
------------------------------
Attorney-in-fact
</TABLE>

II-11
<PAGE> 745

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
1.1 Form of Underwriting Agreement by and among Registrant and
the underwriters*
2.1 Merger Agreement, dated March 31, 1999, by and between
Charter Communications Holdings, LLC and Marcus Cable
Holdings, LLC(1)
2.2(a) Membership Purchase Agreement, dated as of January 1, 1999,
by and between ACEC Holding Company, LLC and Charter
Communications, Inc. (now called Charter Investment,
Inc.)(9)
2.2(b) Assignment of Membership Purchase Agreement, dated as of
February 23, 1999, by and between Charter Communications,
Inc. (now called Charter Investment, Inc.) and Charter
Communications Entertainment II, LLC(9)
2.3(a) Asset Purchase Agreement, dated as of February 17, 1999,
among Greater Media, Inc., Greater Media Cablevision, Inc.
and Charter Communications, Inc. (now called Charter
Investment, Inc.)(9)
2.3(b) Assignment of Asset Purchase Agreement, dated as of February
23, 1999, by and between Charter Communications, Inc. (now
called Charter Investment, Inc.) and Charter Communications
Entertainment I, LLC(9)
2.4 Purchase Agreement, dated as of February 23, 1999, by and
among Charter Communications, Inc. (now called Charter
Investment, Inc.), Charter Communications, LLC, Renaissance
Media Holdings LLC and Renaissance Media Group LLC(9)
2.5 Purchase Agreement, dated as of March 22, 1999, among
Charter Communications, Inc. (now called Charter Investment,
Inc.), Charter Communications, LLC, Charter Helicon, LLC,
Helicon Partners I, L.P., Baum Investments, Inc. and the
limited partners of Helicon Partners I, L.P.(9)
2.6(a) Asset and Stock Purchase Agreement, dated April 20, 1999,
between Intermedia Partners of West Tennessee, L.P. and
Charter Communications, LLC(9)
2.6(b) Stock Purchase Agreement, dated April 20, 1999, between TCID
1P-V, Inc. and Charter Communications, LLC(1)
2.6(c) RMG Purchase Agreement, dated as of April 20, 1999, between
Robin Media Group, Inc., InterMedia Partners of West
Tennessee, L.P. and Charter RMG, LLC(1)
2.6(d) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners Southeast, Charter Communications, LLC,
Charter Communications Properties, LLC, and Marcus Cable
Associates, L.L.C.(1)
2.6(e) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners, a California Limited Partnership,
Brenmor Cable Partners, L.P. and Robin Media Group, Inc.(1)
2.6(f) Common Agreement, dated April 20, 1999, between InterMedia
Partners, InterMedia Partners Southeast, InterMedia Partners
of West Tennessee, L.P., InterMedia Capital Partners IV,
L.P., InterMedia Partners IV, L.P., Brenmor Cable Partners,
L.P., TCID IP-V, Inc., Charter Communications, LLC, Charter
Communications Properties, LLC, Marcus Cable Associates,
L.L.C. and Charter RMG, LLC(10)+
2.7(a) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among Interlink Communications Partners, LLLP, the
sellers listed therein and Charter Communications, Inc. (now
called Charter Investment, Inc.)(1)
</TABLE>

<PAGE> 746

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
2.7(b) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among Rifkin Acquisition Partners, L.L.L.P., the sellers
listed therein and Charter Communications, Inc. (now called
Charter Investment, Inc.)(9)
2.7(c) RAP Indemnity Agreement, dated April 26, 1999, by and among
the sellers listed therein and Charter Communications, Inc.
(now called Charter Investment, Inc.)(9)
2.7(d) Assignment of Purchase Agreement with Interlink
Communications Partners, LLLP, dated as of June 30, 1999, by
and between Charter Communications, Inc. (now called Charter
Investment, Inc.) and Charter Communications Operating,
LLC(9)
2.7(e) Assignment of Purchase Agreement with Rifkin Acquisition
Partners L.L.L.P., dated as of June 30, 1999, by and between
Charter Communications, Inc. (now called Charter Investment,
Inc.) and Charter Communications Operating, LLC(1)
2.7(f) Assignment of RAP Indemnity Agreement, dated as of June 30,
1999, by and between Charter Communications, Inc. (now
called Charter Investment, Inc.) and Charter Communications
Operating, LLC(9)
2.7(g) Amendment to the Purchase Agreement with Interlink
Communications Partners, LLLP, dated June 29, 1999(11)
2.7(h) Contribution Agreement, dated as of September 14, 1999, by
and among Charter Communications Operating, LLC, Charter
Communications Holding Company, LLC, Charter Communications,
Inc., Paul G. Allen and the certain other individuals and
entities listed on the signature pages thereto*
2.8 Securities Purchase Agreement, dated May 13, 1999, by and
between Avalon Cable Holdings LLC, Avalon Investors, L.L.C.,
Avalon Cable of Michigan Holdings, Inc. and Avalon Cable LLC
and Charter Communications Holdings LLC and Charter
Communications, Inc. (now called Charter Investment,
Inc.)(5)
2.9 Purchase and Contribution Agreement, dated as of May 26,
1999, by and among Falcon Communications, L.P., Falcon
Holding Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable
Trust, Falcon Holding Group, Inc. and DHN Inc. and Charter
Communications, Inc. (now called Charter Investment, Inc.)
2.9(a) First Amendment to Purchase and Contribution Agreement,
dated as of June 22, 1999, by and among Charter
Communications, Inc., Charter Communications Holding
Company, LLC, Falcon Communications, L.P., Falcon Holding
Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust,
Falcon Holding Group, Inc. and DHN Inc. (8)
2.10 Purchase Agreement, dated as of May 21, 1999, among
Blackstone TWF Capital Partners, L.P., Blackstone TWF
Capital Partners A L.P., Blackstone TWF Capital Partners B
L.P., Blackstone TWF Family Investment Partnership, L.P.,
RCF Carry, LLC, Fanch Management Partners, Inc., PBW Carried
Interest, Inc., RCF Indiana Management Corp, The Robert C.
Fanch Revocable Trust, A. Dean Windry, Thomas Binning, Jack
Pottle, SDG/Michigan Communications Joint Venture, Fanch-JV2
Master Limited Partnership, Cooney Cable Associates of Ohio,
Limited Partnership, North Texas Cablevision, LTD., Post
Cablevision of Texas, Limited Partnership, Spring Green
Communications, L.P., Fanch-Narragansett CSI Limited
Partnership, and Fanch Cablevision of Kansas General
Partnership and Charter Communications, Inc. (now known as
Charter Investment, Inc.)
</TABLE>

<PAGE> 747

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
2.11 Purchase and Contribution Agreement, entered into as of June
1999, by and among BCI (USA), LLC, William Bresnan,
Blackstone BC Capital Partners L.P., Blackstone BC Offshore
Capital Partners L.P., Blackstone Family Investment
Partnership III L.P., TCID of Michigan, Inc. and TCI Bresnan
LLC and Charter Communications Holding Company, LLC (now
called Charter Investment, Inc.)
3.1 Form of Restated Certificate of Incorporation of Registrant*
3.2 Bylaws of Registrant*
4.1 Form of certificate evidencing shares of Class A common
stock
5.1 Form of Opinion of Paul, Hastings, Janofsky & Walker LLP
regarding legality of the securities being registered
10.1 Credit Agreement, dated as of March 18, 1999, between
Charter Communications Operating, LLC and certain lenders
and agents named therein(1)
10.2(a) Amended and Restated Management Agreement, dated March 17,
1999, between Charter Communications Operating, LLC and
Charter Communications, Inc. (now called Charter Investment,
Inc.)(9)
10.2(b) Form of Second Amended Management Agreement, dated as of
, 1999, by and among Charter Investment,
Inc., Charter Communications, Inc. and Charter
Communications Operating, LLC
10.2(c) Form of Mutual Services Agreement, dated as of
, 1999, by and between Charter
Communications, Inc. and Charter Investment, Inc.
10.2(d) Form of Management Agreement, dated as of ,
1999, by and between Charter Communications Holding Company,
LLC and Charter Communications, Inc.
10.3 Consulting Agreement, dated as of March 10, 1999, by and
between Vulcan Northwest Inc., Charter Communications, Inc.
(now called Charter Investment, Inc.) and Charter
Communications Holdings, LLC(9)
10.4 Indenture relating to the 8.250% Senior Notes due 2007,
dated as of March 17, 1999, between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank(1)
10.5 Indenture relating to the 8.625% Senior Notes due 2009,
dated as of March 17, 1999, among Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank(1)
10.6 Indenture relating to the 9.920% Senior Discount Notes due
2011, dated as of March 17, 1999, among Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and Harris Trust and Savings
Bank(1)
10.7 Indenture, dated as of April 9, 1998, by and among
Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital Corporation,
Renaissance Media Group LLC and United States Trust Company
of New York, as trustee(2)
10.8 Indenture, dated January 15, 1996, by and among Rifkin
Acquisition Partners, L.L.L.P., Rifkin Acquisition Capital
Corp., as Issuers, Cable Equities of Colorado Management
Corp., FNI Management Corp., Cable Equities of Colorado,
Ltd., Cable Equities, Inc. and Rifkin/Tennessee, Ltd., as
Subsidiary Guarantors, and Marine Midland Bank, as
trustee(3)
10.9 Indenture, dated as of October 15, 1993, by and among The
Helicon Group, L.P. and Helicon Capital Corp., as issuers,
and Shawmut Bank Connecticut, National Association, as
trustee(4)
</TABLE>

<PAGE> 748

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
10.10 Charter Communications Holdings, LLC 1999 Option Plan(9)
10.11(a) Membership Interests Purchase Agreement, dated July 22,
1999, by and between Charter Communications Holding Company,
LLC and Paul G. Allen(11)
10.11(b) Form of Contribution Agreement, dated as of ,
1999, by and between Charter Investment, Inc. and Charter
Communications Holding Company, LLC*
10.11(c) Amendment to Membership Interests Purchase Agreement, dated
as of August 10, 1999, by and among Charter Communications
Holding Company, LLC, Vulcan Cable III Inc. and Paul G.
Allen(11)
10.11(d) Letter from Paul G. Allen regarding agreement to purchase
Charter Communications Holding Company, LLC membership units
10.12(a) Certificate of Formation of Charter Communications Holding
Company, LLC, filed on May 25, 1999
10.12(b) Amended and Restated Limited Liability Company Agreement for
Charter Communications Holding Company, LLC, effective as of
October , 1999, by and among Charter Communications, Inc.
and the other individuals and entities listed on Schedule A
thereto*
10.13 Exchange Agreement, dated as of October , 1999 by and
between Charter Communications, Inc., Charter Investment,
Inc., Vulcan Cable III Inc., and certain Charter employees
and officers made a party thereto pursuant to the terms
thereof*
10.14 Registration Rights Agreement, dated as of October , 1999,
by and among Charter Communications, Inc. and the
stockholders party thereto*
10.15(a) Employment Agreement, dated as of August 28, 1998, between
Jerald L. Kent and Paul G. Allen(12)
10.15(b) Assignment of Employment Agreements, dated as of December
23, 1998, between Paul G. Allen and Charter Communications,
Inc. (now called Charter Investment, Inc.)(11)
10.15(c) Form of Assignment and Assumption Agreement, dated as of
, 1999, by and between Charter Investment, Inc.
and Charter Communications, Inc.
10.16(a) Employment Agreement, dated as of December 23, 1998, between
Barry L. Babcock and Paul G. Allen(12)
10.16(b) Form of Assignment and Assumption Agreement, dated as of
, 1999, by and between Charter Investment,
Inc. and Charter Communications, Inc.
10.17(a) Employment Agreement, dated as of December 23, 1998, between
Howard L. Wood and Paul G. Allen(12)
10.17(b) Form of Assignment and Assumption Agreement, dated as of
, 1999, by and between Charter Investment, Inc.
and Charter Communications, Inc.
10.18 Note Purchase and Exchange Agreement, dated as of October
21, 1991, by and among Falcon Telecable, The Mutual Life
Insurance Company and MONY Life Insurance Company.*
10.19 Letter Agreement, dated as of July 22, 1999 between Charter
Communications Holding Company, LLC and Charter
Communications Holdings, LLC(12)
10.20(a) Option Agreement, dated as of February 9, 1999, between
Jerald L. Kent and Charter Communications Holdings, LLC(11)
10.20(b) Amendment to the Option Agreement, dated as of May 25, 1999,
between Jerald L. Kent and Charter Communications Holding
Company, LLC(11)
</TABLE>

<PAGE> 749

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
10.21 Assumption Agreement, dated as of May 25, 1999, by and
between Charter Communications Holdings, LLC and Charter
Communications Holding Company, LLC(11)
10.22 Letter agreement, dated as of September 21, 1999, by and
among Charter Communications, Inc., Charter Investment,
Inc., Charter Communications Holding Company, Inc. and
Vulcan Ventures Inc.*
10.23 Indenture, dated February 2, 1999, among BCG, BCC and State
Street Bank and Trust Company, as trustee, relating to the
Issuers' $170,000,000 principal amount of 8% Senior Notes
due 2009 and $275,000,000 aggregate principal amount at
maturity of 9 1/4% Senior Discount Notes due 2009(13)
10.24 Loan Agreement dated as of February 2, 1999 among BTC,
various lending institutions, Toronto Dominion (Texas),
Inc., as the Administrative Agent for the Lenders, with TD
Securities (USA) Inc., Chase Securities Inc., the Bank of
Nova Scotia, BNY Capital Markets, Inc. and NationsBanc
Montgomery Securities LLC, collectively, the Arranging
Agents, Chase Securities Inc., as Syndication Agent, the
Bank of Nova Scotia, the Bank of New York Company, Inc., and
NationsBanc Montgomery Securities LLC, as Documentation
Agents, and TD Securities (USA) Inc., and Chase Securities
Inc., as Joint Book Managers and Joint Lead Arrangers(13)
10.25 Indenture, dated as of December 10, 1998 by and among Avalon
Cable of Michigan, Inc., Avalon Cable of New England LLC and
Avalon Cable Finance, Inc., as Issuers and The Bank of New
York, as trustee for the Notes(5)
10.26 Supplemental Indenture, dated as of March 26, 1999 by and
among Avalon Cable of New England LLC, Avalon Cable Finance,
Inc. and Avalon Cable of Michigan LLC as issuers, Avalon
Cable of Michigan, Inc., as guarantor, and The Bank of New
York, as trustee for the Notes(5)
10.27 Senior Credit Agreement, dated as of November 6, 1998, among
Avalon Cable of New England LLC, Avalon Cable of Michigan,
Inc., Avalon Cable Finance, Inc., Avalon Cable of Michigan,
LLC, Lehman Brothers Inc., Fleet Bank of Massachusetts,
N.A., Union Bank of California, N.A. and Lehman Commercial
Paper Inc.(19)
10.28 Guarantee and Collateral Agreement, dated as of November 6,
1998 made by Avalon LLC, Avalon Cable LLC, Avalon Cable of
New England Holdings, Inc., Avalon Cable Holdings Finance,
Inc., Avalon Cable of Michigan Holdings, Inc. and Avalon
Cable of Michigan, Inc. in favor of Lehman Commercial Paper
Inc.(19)
10.29 Indenture, dated as of December 10, 1998 by and among Avalon
Cable of Michigan Holdings, Inc., Avalon Cable LLC and
Avalon Cable Holdings Finance, Inc., as issuers and The Bank
of New York, as Trustee for the Notes(14)
10.30 Supplemental Indenture, dated as of March 26, 1999 by and
among Avalon Cable of Michigan Holdings, Inc., Avalon Cable
LLC and Avalon Cable Holdings Finance, Inc., as issuers,
Avalon Cable of Michigan, Inc., as guarantor, and The Bank
of New York, as trustee for the Notes(14)
10.31 Indenture, dated as of March 29, 1993, by and among Falcon
Holding Group, L.P. and United States Trust Company of New
York (governing 11% Senior Subordinated Notes due 2003)(15)
10.32 Indenture, dated as of April 3, 1998, among Falcon Holding
Group, L.P., Falcon Funding Corporation and United States
Trust Company of New York, as trustee(16)
</TABLE>

<PAGE> 750

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
10.33 Supplemental Indenture, dated as of September 30, 1998, by
and among Falcon Holding Group, L.P., Falcon Funding
Corporation, Falcon Communications, L.P. and United States
Trust Company of New York, as trustees(17)
10.34 Credit Agreement, dated as of June 30, 1998, among Falcon
Cable Communications, LLC, certain guarantors and lenders
named therein, BankBoston, N.A., as Documentation Agent,
Toronto Dominion, Inc. as Administrative Agent, Bank of
America, N.A. (formerly known as NationsBank, N.A.), as
Syndication Agent and the Chase Manhattan Bank, as
Co-Syndication Agent(18)
10.35 Amendment to the Credit Agreement, dated as of September 25,
1998, among the affiliates of Falcon Holding Group, L.P.
named therein and BankBoston, N.A., as Documentation
Agent(17)
10.36(a) Charter Communications Holdings, LLC 1999 Option Plan(9)
10.36(b) Assumption Agreement, dated as of May 25, 1999, by and among
Charter Communications Holdings, LLC and Charter
Communications Holding Company, LLC
21.1 Subsidiaries of Registrant*
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained
in Exhibit No. 5.1)*
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of Ernst & Young LLP
23.6 Consent of KPMG LLP
23.7 Consent of PricewaterhouseCoopers LLP
23.8 Consent of PricewaterhouseCoopers LLP
23.9 Consent of Ernst & Young LLP
23.10 Consent of PricewaterhouseCoopers LLP
23.11 Consent of PricewaterhouseCoopers LLP
23.12 Consent of Greenfield, Altman, Brown, Berger & Katz, P.C.
23.13 Consent of PricewaterhouseCoopers LLP
23.14 Consent of Ernst & Young LLP
23.15 Consent of KPMG LLP
23.16 Consent of KPMG LLP
23.17 Consent of Ernst & Young LLP
23.18 Consent of Ernst & Young LLP
24.1 Power of Attorney**
27.1 Financial Data Schedule**
</TABLE>

- ---------------
* To be filed by amendment.

** Previously filed.

+ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.

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