Charter Announces 2002 Operating Results and Restated Financial Results for 2001 and 2000; Company Will Extend Filing of Form 10-K.

Business Editors

ST. LOUIS--(BUSINESS WIRE)--March 31, 2003

Charter Communications, Inc. (Nasdaq:CHTR) today reported preliminary 2002 operating results and preliminary results of the restatement of its 2001 and 2000 financial statements. As previously reported, the Company engaged KPMG LLP to conduct new audits of its 2001 and 2000 financial statements in addition to the audit of 2002 results.

The Company also announced it will file for an extension for filing its Form 10-K report and those of its subsidiaries to provide additional time to finalize its financial statements, related filings, disclosures and audits. The Company has consolidated cash of approximately $450 million as of March 31, 2003, which it believes will be sufficient to fund its current operating requirements and debt service obligations in the ordinary course of business. Accordingly, the Company will pay the interest on its public debt securities that is due on April 1, 2003, and plans to make the interest payment of its convertible debt on April 15, 2003. Until the required financial statements are delivered to its bank lenders, the Company will be unable to make additional borrowings under three of its bank facilities.

2002 Overview

Carl Vogel, President and CEO, said that after reflecting the restatement of prior periods, 2002 annual revenue increased approximately 15% and 2002 annual adjusted EBITDA increased approximately 16% compared to pro forma 2001 results. Pro forma amounts for 2001 reflect the acquisition of certain systems from AT&T Broadband in 2001 as if they had occurred on January 1, 2001. Adjusted EBITDA reflects revenues less operating expenses and selling, general and administrative expenses. A reconciliation of adjusted EBITDA to net cash flows from operating activities is included in the following Addendum. The Company believes that adjusted EBITDA traditionally has provided additional information useful in analyzing the underlying business results. The Company believes adjusted EBITDA most accurately reflects the cash flow from the Company's operations and allows a standardized comparison between companies in its industry, while minimizing the differences from depreciation policies, financial leverage and tax strategies. However, adjusted EBITDA is a non-GAAP (Generally Accepted Accounting Principles) financial metric and should be considered in addition to, not as a substitute for, net loss, earnings per share or net cash flows from operating activities.

Annual 2002 revenue totaled approximately $4.6 billion, an increase of approximately $597 million over restated annual 2001 pro forma revenue of approximately $4.0 billion. Annual 2002 adjusted EBITDA totaled approximately $1.8 billion, an increase of approximately $253 million over restated annual 2001 pro forma adjusted EBITDA of approximately $1.5 billion.

Fourth quarter 2002 revenue totaled approximately $1.2 billion, an increase of approximately 13% over restated quarterly revenue of approximately $1.1 billion for the fourth quarter of 2001; while fourth quarter adjusted EBITDA totaled approximately $457 million, an increase of approximately 14% over restated year ago quarterly adjusted EBITDA of approximately $402 million. The Company recorded special charges in the fourth quarter of 2002 of approximately $31 million for severance and related costs of its on-going initiative to reduce its workforce, and approximately $4 million in litigation related costs. The Company expects to record additional special charges in 2003 related to the reorganization of its operations and costs of litigation. In the fourth quarter of 2001 Charter recorded a special charge of $15 million related to the conversion of about 145,000 high-speed data customers from the Internet service provider @Home to Charter Pipeline and an additional $3 million related to reorganizing operating divisions and regions.

During 2002, the Company adopted Statement of Financial Accounting Standard (SFAS) 142, which requires the valuation of indefinite lived intangible assets and goodwill. As required, the Company performed an initial impairment assessment and an annual impairment assessment using an independent third party appraiser. This independent review resulted in a $266 million ($572 million before minority interests) cumulative effect impairment charge upon adoption on January 1, 2002 and a $4.6 billion impairment charge in the fourth quarter of 2002. These impairment charges increased loss from operations to approximately $4.3 billion for the year ending December 31, 2002, as compared to approximately $1.2 billion of restated losses from operations a year ago.

Net loss applicable to common stock and loss per share for the year ended December 31, 2002 were $2.5 billion and $8.55, respectively. Annual capital expenditures totaled approximately $2.2 billion for 2002. Net cash flows from operating activities, as reported on the statement of cash flows, for the year ended December 31, 2002 were $748 million.

Mr. Vogel said revenue growth for both the quarter and the year was the result of continued increases in digital and high-speed data customers and related revenues. Throughout 2002, the Company increased its revenues by foregoing deeply discounted offers for its video products in an effort to reduce controllable churn in its customer base and increase recurring monthly revenue. While the Company saw a decline in basic customers throughout the year and in the fourth quarter, revenue from the sale of analog video services increased approximately $42 million in the fourth quarter, and $194 million on a pro forma basis for the year ended December 31, 2002. Digital revenue increased approximately $24 million in the fourth quarter, and $142 million on a pro forma basis for the year ended December 31, 2002. Revenue from high-speed data services increased approximately $53 million in the fourth quarter, and $181 million on a pro forma basis for the year ended December 31, 2002.

Mr. Vogel said, "This growth in revenue has been offset somewhat by margin compression primarily attributable to increasing programming costs. The increased cash flow from our high-speed data business, which has incrementally higher and improving margins, was a significant contributor to the increase in adjusted EBITDA. Margins on a percentage basis were relatively equal in the fourth quarter of 2002 and for the year ended December 31, 2002 as compared to a year ago."

Summary of Restatements

In connection with the audits mentioned above and discussions with the staff of the Securities and Exchange Commission (SEC), the Company concluded that it was appropriate to make certain adjustments to previously reported results. Adjustments were generally required to correct previous interpretations and applications of GAAP consistently followed by the Company since 2000 and throughout the restatement period. In addition, certain adjustments were generally required for transactions that lacked appropriate or necessary supporting documentation or instances where mistakes were made in computations or applications of approved policies. Although the Company does not anticipate that additional adjustments will be required, until the SEC review process has been completed, it is possible that the staff may ask for additional adjustments.

These adjustments reduced revenue for the first three quarters of 2002 by $38 million, and for the years ending December 31, 2001 and 2000 by $146 million and $108 million, respectively, and decreased reported adjusted EBITDA by $110 million for the first three quarters of 2002, and $292 million and $195 million for the years ending December 31, 2001 and 2000, respectively. Such adjustments represent approximately 1%, 4% and 3% of reported revenues and approximately 8%, 16% and 13% of reported adjusted EBITDA for the respective periods in 2002, 2001 and 2000. The Company's consolidated net loss decreased by $12 million for the first three quarters of 2002 and by $11 million for the year ending December 31, 2001. Net loss increased by $29 million for the year ending December 31, 2000, primarily due to adjustments related to the accounting of original acquisitions and accounting for elements of the rebuild and upgrade activities. The more significant categories of adjustment relate to the following as outlined below.

Launch Incentives from Programmers.

Amounts previously recognized as advertising revenue in connection with the launch of new programming channels have been deferred in the year such launch support was provided, and amortized as a reduction of programming costs based upon the relevant contract term. Such adjustments decreased revenue $30 million for the first three quarters of 2002, and $118 million and $76 million for the years ending December 31, 2001 and 2000, respectively. Additionally, for the year ending December 31, 2000, the Company increased marketing expense by $24 million for other promotional activities associated with launching new programming services previously deferred and subsequently amortized. The corresponding amortization of such deferred revenues reduced programming expenses by $36 million for the first three quarters of 2002, and $27 million and $5 million for the years ending December 31, 2001 and 2000, respectively.

Customer Incentives and Inducements.

Certain marketing inducements paid to encourage potential customers to switch from satellite providers to Charter branded services and enter into multi-period service agreements were previously deferred and recognized as amortization expense over the life of customer contracts. These amounts have been reclassified as a reduction of revenue in the period such inducements were paid. Revenue declined $5 million for the first three quarters of 2002, and $19 million and $2 million for the years ending December 31, 2001 and 2000, respectively.

Capitalized Labor and Overhead Costs.

Certain elements of labor costs and related overhead allocations previously capitalized as part of the Company's rebuild activities, customer installation and new service introductions have been expensed in the period incurred. Such adjustments increased operating expenses by $73 million for the first three quarters of 2002, and $93 million and $52 million for the years ending December 31, 2001 and 2000, respectively.

Customer Acquisition Costs.

Certain customer acquisition campaigns were conducted through third party contractors in 2000, 2001 and portions of 2002. The costs of these campaigns were originally deferred and recognized as amortization expense over the relevant customer contract terms. These amounts have been reported as marketing expense in the period incurred and totaled $32 million for the first three quarters of 2002, and $59 million and $4 million and for the years ending December 31, 2001 and 2000, respectively. The Company determined in the second quarter of 2002 that the benefits of this program did not justify its continued practice and it was eliminated in the end of the third quarter as contracts for third party vendors expired.

Rebuild and Upgrade of Cable Systems.

In 2000, the Company initiated a three-year program to replace and upgrade a substantial portion of its network at an estimated cost of $4 billion. In connection with this plan, the Company assessed the carrying value of, and the associated depreciable lives of, various assets to be replaced. The Company determined that accelerated depreciation expense recognized on $1.7 billion of the asset base was in error, which overstated depreciation and amortization expense by $405 million for the first three quarters of 2002, and $324 million and $113 million in the years ending 2001 and 2000, respectively.

Deferred Tax Liabilities/Franchise Assets.

As previously announced on November 19, 2002, adjustments to record deferred tax liabilities associated with the acquisition of various cable television businesses throughout 1999 and 2000 were made. These adjustments increased amounts assigned to franchise assets with a corresponding increase in deferred tax liabilities. In addition, a correction was made to reduce amounts assigned to assets identified for replacement over the three-year period of the Company's rebuild and upgrade of its network and to adjust the related depreciation method for these assets. This increased the amount assigned to the network assets to be retained and also to franchise assets with a resulting reduction in depreciation and amortization expense for the years restated.

Other Adjustments.

In addition to the items described above, reductions to 2000 revenues include the reversal of other advertising revenues totaling $17 million from equipment vendors reclassified as a reduction of related capital expenditures. Other increases or reclassifications of expenses that impacted adjusted EBITDA, principally in 2000, include expensing certain marketing and customer acquisition costs previously charged against purchase accounting reserves, certain tax reclassifications from tax expense to operating costs, and reclassifying management fee revenue from a failed joint venture to losses from investments.

The following pro forma amounts reflect acquisitions as if they had happened as of the earliest period reported, which vary slightly from previously reported data as a result of the timing of various acquisitions. In the Addendum to this press release are financial summaries that show our actual historical results as originally reported, and as adjusted, to reflect the restatements. Additionally, the financial summaries show pro forma adjustments to historical results as reported. The following is a summary of the restatements by fiscal year.

2001 Restatements

For the year ended December 31, 2001, pro forma revenue declined by $146 million, or approximately 4%, from a reported $4.1 billion to a restated $4.0 billion. Pro forma adjusted EBITDA declined $292 million, or approximately 16% from a reported $1.8 billion to a restated $1.5 billion. Pro forma loss from operations increased $4 million, or less than 1%, to $1.2 billion.

2000 Restatements

For the year ended December 31, 2000, pro forma revenue declined $108 million, or approximately 3%, from a reported $3.6 billion to a restated $3.5 billion. Pro forma adjusted EBITDA declined $195 million, or approximately 12%, from a reported $1.6 billion to a restated $1.5 billion. Pro forma loss from operations increased $117 million, or approximately 12%, from a reported $1.0 billion to a restated $1.1 billion in 2000.

2003 Outlook

Mr. Vogel said, "With the restatements essentially complete, we have a baseline from which to measure Charter's business and results of operations going forward. The potential strength of our advanced broadband platform is increasingly evident given we served in excess of 10.4 million revenue generating units (RGUs) at year-end and generate approximately $4.6 billion in annual operating revenues. RGUs represent the combination of our analog video customers, digital customers, high-speed data customers and customers of our limited roll out of telephony services. Our rebuild and upgrade activities are substantially complete and we have demonstrated our ability to deliver advanced services to many of our customers. We have recently added proven, experienced talent to our management team to address the challenges of the marketplace. These positive factors will provide us the opportunity to re-energize this Company around common goals to focus on our customers, and empower and support our local management with the goal of improving our financial and operational performance in the future. We believe that our plan to improve our operations initially announced last October is already showing positive results."

The Company's plan is to continue its efforts to grow revenue and adjusted EBITDA through the sale of broadband services, principally packages of cable television programming and high-speed data services for both residential and business customers. The Company's primary strategy to increase revenue in 2003 is to seek to increase the penetration of its high-speed data packages. The Company also plans on slowing its digital unit growth as compared to prior years and repackaging digital program tiers to its customers with the expectation of increasing its return on invested capital in the digital platform.

A plan to improve operating efficiency and rationalize Company operations was first announced by Mr. Vogel in October 2002. As part of the plan, Mr. Vogel together with Maggie Bellville, Executive Vice President and COO, have recruited leadership for the Company's new operating divisions, as well as new senior management in various other disciplines. This new leadership brings decades of experience in the industry, proven success and demonstrated expertise in their areas of responsibility. The Company has also restruc

<HTML> <HEAD> <TITLE>SFR Completes National Rollout of Cramer for Inventory Management</TITLE> <META NAME="BW" CONTENT="5020"> <META NAME="SLUG" CONTENT="CRAMER-SYSTEMS"> <META NAME="DESCRIPTION" CONTENT="SFR Completes National Rollout of Cramer for Inventory Management"> <META NAME="TIMEOFF" CONTENT="04/01/2003 03:00:00"> <META NAME="DATELINE" CONTENT="PARIS--(BUSINESS WIRE)--April 1, 2003--"> <META NAME="INDUSTRY KEYWORD" CONTENT="TELECOMMUNICATIONS NETWORKING"> <META NAME="KEYWORD" CONTENT="FRANCE INTERNATIONAL EUROPE"> <META NAME="COPYRIGHT" CONTENT="(c) 2003 Business Wire. All reproduction, other than for an individual user`s reference, is prohibited without prior written permission."> </HEAD> <BODY BGCOLOR="#FFFFFF">

<H3>( BW)(CRAMER-SYSTEMS) SFR Completes National Rollout of Cramer for Inventory Management</H3>

Business Editors/High-Tech Writers

PARIS--(BUSINESS WIRE)--April 1, 2003

Cramer Systems today announced that SFR, the wireless division of Groupe Cegetel, France's number two telecommunications service provider, has completed the national roll-out of the Cramer Systems' inventory solution to manage the growth and development of its GSM900 and GSM1800 networks.

SFR is using Cramer to maintain a centralized, accessible and continuously updated inventory of network resources across France. The local operations divisions and the supervision team at headquarters now share continuously up-to-date information on the network.

The solution combines standard features of the Cramer product with functionality inspired by SFR's long-term use of the Cramer product set in an earlier project phase.

"Cramer gives us tight control over our actual network and its planned evolutions," said M. Paul Corbel, VP Mobile Network for SFR. "It enables us to maintain the quality of the service delivered to the end customers."

SFR is one of three French wireless operators licensed to provide 3G services in France. It plans to launch 3G services in 2004.

Cramer CEO Jerry Crook expressed satisfaction at the news: "Cramer's relationship with its long term customers is deepening as our software meets and exceeds expectations of ROI and business value. Just as the industry is acknowledging that effective inventory management is key to meeting business objectives, so carriers are increasingly acknowledging Cramer as the key to effective inventory management."

About Cramer Systems

Cramer Systems is the leading provider of inventory management and provisioning automation solutions for the global telecommunications industry. Cramer's products help service providers lower costs and reduce time to market by automating processes that rely on a detailed knowledge of network inventory, capacity and service configuration information.

In February 2003, Cramer was named "Best Overall OSS Company" by a panel of industry press and analysts, which followed its February 2002, award for "Best Inventory Management System" by Billing World and OSS Today. The European Technology Forum named Cramer the UK's "Hottest Technology Prospect" in March 2002.

Cramer's nearly 40 customers include leading fixed and wireless operators serving the global marketplace, such as BT, O2, Cable and Wireless, KPN Telecom and Cegetel. Cramer's world headquarters are in Bath, UK, with European offices in London, Paris, Rome, and Madrid. Americas headquarters are just outside Washington, DC in Vienna, VA, with offices in Toronto, Denver, Seattle, and Orlando.

For more information, visit www.cramer.com.

Cramer and the Cramer logo, whether or not appearing with the trademark symbol, are trademarks of Cramer Systems Limited.