UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~EXCHANGE ACT OF 1934~~

~~For the~~EXCHANGE ~~quarterly~~ACT ~~period~~OF ~~ended June 30, 2007~~1934

For the quarterly period ended March 31, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~EXCHANGE ACT OF 1934~~

EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number: 333-111423

333-111423-01

CCH II, LLC *

CCH II Capital Corp. *

(Exact name of registrants as specified in their charters)

Delaware Delaware	03-0511293 13-4257703
Delaware		03-0511293
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Delaware		13-4257703
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

12405 Powerscourt Drive

St. Louis, Missouri 63131

(Address of principal executive offices including zip code)

(314) 965-0555

(Registrants’ telephone number, including area code)

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrants ~~are~~have ~~large~~submitted ~~accelerated~~electronically ~~filers~~and posted on their corporate website, ~~accelerated filers~~if any, orevery ~~non-accelerated~~Interactive ~~filers.~~Data ~~See~~File ~~definition~~required ofto ~~“accelerated~~be ~~filer~~submitted and ~~large~~ ~~accelerated~~posted ~~filer”~~pursuant into Rule ~~12b~~405 of Regulation S-2T (§232.405 of this chapter) during the ~~Exchange~~preceding ~~Act.~~12 months (~~Check one~~or for such shorter period that the registrants were required to submit and post such files):. YES [ ] NO [ ]

~~Large~~ Indicate by check mark whether the registrants are large accelerated ~~filer~~filers, ~~o Accelerated filer~~accelerated ~~o Non~~filers, non-accelerated ~~filer~~ þfilers, or smaller reporting companies. See definition of “accelerated filers,” “large accelerated filers” and “smaller reporting companies” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filers o Accelerated filers o Non-accelerated filers þ Smaller reporting companies o

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Act). Yes oNo þ

~~Number~~ All of the issued and outstanding shares of ~~common~~capital stock of CCH II Capital Corp. ~~outstanding~~are asheld by CCH II, LLC. All of ~~August~~the 10limited liability company membership interests of CCH II, ~~2007:~~ 1LLC are held by CCH I, LLC (a wholly owned subsidiary of Charter Communications, Inc., a reporting company under the Exchange Act). There is no public trading market for any of the aforementioned limited liability company membership interests or shares of capital stock.

* CCH II,APPLICABLE ~~LLC~~ONLY ~~and~~TO ~~CCH~~REGISTRANTS IIINVOLVED ~~Capital~~IN ~~Corp. meet the conditions set forth in General Instruction H(1)(a) and (b) to Form 10-Q and are therefore filing with the reduced disclosure format.~~BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No o

CCH II, LLC

CCH II Capital Corp.

Quarterly Report on Form 10-Q for the Period ended ~~June~~March 3031, ~~2007~~2010

Table of Contents

PART I. FINANCIAL INFORMATION	~~Page~~	Page
Item 1. Financial Statements - CCH II, LLC and Subsidiaries
Condensed Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006	4
Condensed Consolidated Balance Sheets as of March 31, 2010
Condensed Consolidated Statements of Operations for the three and six
and December 31, 2009			4
months ended June 30, 2007 and 2006	5
Condensed Consolidated Statements of Operations for the three
Condensed Consolidated Statements of Cash Flows for the
months ended March 31, 2010 and 2009			5
six months ended June 30, 2007 and 2006	6
Condensed Consolidated Statements of Cash Flows for the
Notes to Condensed Consolidated Financial Statements	7
three months ended March 31, 2010 and 2009			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Notes to Condensed Consolidated Financial Statements			7
Item 4. Controls and Procedures	26
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			17
PART II. OTHER INFORMATION
Item 3. Quantitative and Qualitative Disclosures about Market Risk			27
Item 1. Legal Proceedings	27
Item 4. Controls and Procedures			27
Item 1A. Risk Factors	27
PART II. OTHER INFORMATION
Item 6. Exhibits	32
Item 1. Legal Proceedings			29
SIGNATURES	S-1
Item 1A. Risk Factors			32
EXHIBIT INDEX	E-1
Item 5. Other Information			43
Item 6. Exhibits			43
SIGNATURES			S-1
EXHIBIT INDEX			E-1

This quarterly report on Form 10-Q is for the three ~~and six~~ months ended ~~June 30~~March 31, ~~2007~~2010. The Securities and Exchange Commission ("SEC") allows us to "incorporate by reference" information that we file with the SEC, which means that we can disclose important information to you by referring you directly to those documents. This information incorporates documents previously filed by our parent company, Charter Communications, Inc., with the SEC including its quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed on August 2 ,2007. Information incorporated by reference is considered to be part of this quarterly report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this quarterly report. In this quarterly report, "we," "us" and "our" refer to CCH II, LLC and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:

This quarterly report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding, among other things, our plans, strategies and prospects, both business and financial including, without limitation, the forward-looking statements set forth in the "Results of Operations" and "Liquidity and Capital Resources" sections under Part I, Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this quarterly report. 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 including, without limitation, the factors described under "Risk Factors" under Part II, Item 1A. Many of the forward-looking statements contained in this quarterly report may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," “tentative” and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this quarterly report are set forth in this quarterly report and in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

· ~~the~~our ~~availability,~~ability ~~in general, of funds~~ to ~~meet~~sustain ~~interest payment obligations under our~~ and ~~our~~grow ~~parent~~revenues ~~companies’ debt~~ and ~~to fund our operations and necessary capital expenditures, either through~~ cash flows from operating activities, ~~further~~by ~~borrowings~~offering ~~or other sources and~~video, inhigh-speed ~~particular~~Internet, ~~our~~telephone and ~~our~~other ~~parent~~services ~~companies’~~to ~~ability~~residential toand becommercial ~~able~~customers, and to ~~provide~~maintain ~~under~~and ~~the~~grow ~~applicable~~our ~~debt~~customer ~~instruments~~base, ~~such~~particularly ~~funds~~in ~~(by~~the ~~dividend,~~face ~~investment~~of orincreasingly ~~otherwise)~~aggressive tocompetition and the ~~applicable~~difficult ~~obligor~~economic ofconditions ~~such~~in ~~debt~~the United States;

· ~~our~~the ~~and~~impact ~~our~~of ~~parent~~competition ~~companies’~~from ~~ability~~other todistributors, ~~comply~~including ~~with~~but ~~all~~not ~~covenants~~limited into ~~our~~incumbent ~~and~~telephone ~~our parent~~ companies’, ~~indentures~~direct ~~and~~broadcast ~~credit~~satellite ~~facilities~~operators, ~~any~~wireless ~~violation~~broadband ofproviders, ~~which~~and ~~could~~digital ~~trigger~~subscriber aline ~~default~~("DSL") ofproviders ~~our~~and ~~other~~competition ~~obligations~~from ~~under~~video ~~cross-default~~provided ~~provisions~~over the Internet;

· ~~our~~general ~~and~~business ~~our~~conditions, ~~parent~~economic ~~companies’~~uncertainty ~~ability to pay~~ or ~~refinance~~downturn ~~debt prior to or when it becomes due~~ and~~/or~~ ~~refinance~~the ~~that~~significant ~~debt~~downturn ~~through~~in ~~new~~the ~~issuances,~~housing ~~exchange~~sector ~~offers or otherwise, including restructuring our~~ and ~~our~~overall ~~parent companies’ balance sheet and leverage position~~economy;

· ~~competition~~our ~~from~~ability ~~other~~to ~~distributors,~~obtain ~~including~~programming ~~incumbent~~at ~~telephone~~reasonable ~~companies,~~prices ~~direct~~or ~~broadcast~~to ~~satellite~~raise ~~operators~~prices to offset, ~~wireless~~in ~~broadband~~whole ~~providers~~or in part, ~~and~~the ~~DSL~~effects ~~providers~~of higher programming costs (including retransmission consents);

· ~~difficulties in introducing and operating~~ our ~~telephone services, such as our~~ ability to adequately ~~meet~~deliver customer ~~expectations for the reliability of voice services, and our ability to adequately meet demand for installations and customer~~ service;

· ~~our~~the ~~ability~~effects toof ~~sustain~~governmental ~~and~~regulation ~~grow~~on ~~revenues and cash flows from operating activities by offering video, high-speed Internet, telephone and other services, and to maintain and grow~~ our ~~customer base, particularly in the face of increasingly aggressive competition~~business;

· ~~our~~the ~~ability~~availability and access, in general, of funds to ~~obtain~~meet ~~programming~~our atdebt ~~reasonable~~obligations, ~~prices~~prior to or when they become due, and to ~~adequately~~fund ~~raise~~our ~~prices~~operations and necessary capital expenditures, either through (i) cash on hand, (ii) cash flows from operating activities, (iii) access to ~~offset~~the capital or credit markets including through new issuances, exchange offers or otherwise, especially given recent volatility and disruption in the ~~effects~~capital ofand ~~higher~~credit ~~programming~~markets, ~~costs~~or (iv) other sources and our ability to fund debt obligations (by dividend, investment or otherwise) to the applicable obligor of such debt; and

· ~~general~~our ~~business~~ability ~~conditions,~~to ~~economic~~comply ~~uncertainty~~with orall ~~slowdown;~~covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.

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

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

PART I. FINANCIAL INFORMATION.

Item 1.

Financial Statements.

CCH II, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(DOLLARS IN MILLIONS)

	June 30,		December 31,
	Successor
	2007		2006
	March 31,		December 31,
	2010		2009
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3429	$	32512
Accounts receivable, less allowance for doubtful accounts of
Restricted cash and cash equivalents		27		27
$19 and $16, respectively		220		194
Accounts receivable, less allowance for doubtful accounts of $21 and $11, respectively		222		247
Prepaid expenses and other current assets		2047		2345
Total current assets		~~274~~325		~~249~~831
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated
Property, plant and equipment, net of accumulated depreciation		6,824		6,797
depreciation of $8,239 and $7,602, respectively		5,088		5,181
Franchises, net		5,272		5,272
Franchises, net		9,201		9,223
Customer relationships, net		2,251		2,335
Total investment in cable properties, net		14,289		14,404
Goodwill		951		951
OTHER NONCURRENT ASSETS		253		201
Total investment in cable properties, net		15,298		15,355
Total assets	$	14,816	$	14,854
OTHER NONCURRENT ASSETS		162		38
LIABILITIES AND MEMBER’S EQUITY
Total assets	$	15,785	$	16,224
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	~~931~~835	$	~~975~~756
Payables to related party		~~140~~224		~~139~~219
Total current liabilities		1,071		1,114
Current portion of long-term debt		--		70
LONG-TERM DEBT		11,966		11,062
Total current liabilities		1,059		1,045
LOANS PAYABLE – RELATED PARTY		117		108
LONG-TERM DEBT		12,762		13,252
DEFERRED MANAGEMENT FEES – RELATED PARTY		14		14
LOANS PAYABLE – RELATED PARTY		13		13
OTHER LONG-TERM LIABILITIES		~~374~~275		~~362~~275
MINORITY INTEREST		651		641
MEMBERS’ EQUITY:
MEMBER’S EQUITY
Member’s equity		1,442		1,414
Member’s equity		575		1,552
Total CCH II member’s equity		1,442		1,414
Accumulated other comprehensive income		48		1
Noncontrolling interest		234		225
Total member’s equity		623		1,553
Total members’ equity		1,676		1,639
Total liabilities and member’s equity	$	14,816	$	14,854
Total liabilities and members’ equity	$	15,785	$	16,224

The accompanying notes are an integral part of these condensed consolidated financial statements.

CCH II, LLC AND SUBSIDIARIES

~~CONDENSEDCONSOLIDATED~~ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLARS IN MILLIONS)

Unaudited

	Three Months Ended June 30,						Six Months Ended June 30,
	Successor			Predecessor
	2007			2006			2007			2006
	Three Months Ended			Three Months Ended
REVENUES	$	1,499		$	1,383		$	2,924		$	2,703
	March 31,			March 31,
COSTS AND EXPENSES:
	2010			2009
Operating (excluding depreciation and amortization)		647			611			1,278			1,215
REVENUES	$	1,735		$	1,662
Selling, general and administrative		317			279			620			551
COSTS AND EXPENSES:
Depreciation and amortization		334			340			665			690
Operating (excluding depreciation and amortization)		751			713
Asset impairment charges		--			--			--			99
Selling, general and administrative		352			344
Other operating expenses, net		1			7			5			10
Depreciation and amortization		369			321
		1,299			1,237			2,568			2,565
Other operating (income) expenses, net		12			(50	)
Operating income from continuing operations		200			146			356			138
		1,484			1,328
OTHER EXPENSES:
Income from operations		251			334
Interest expense, net		(256	)		(248	)		(506	)		(488	)
OTHER EXPENSES:
Other expense, net		(31	)		(26	)		(38	)		(19	)
Interest expense, net		(204	)		(262	)
		(287	)		(274	)		(544	)		(507	)
Reorganization items, net		(4	)		(86	)
Loss from continuing operations before income taxes		(87	)		(128	)		(188	)		(369	)
Other expenses, net		--			(3	)
INCOME TAX BENEFIT (EXPENSE)		1			(2	)		(1	)		(4	)
		(208	)		(351	)
Loss from continuing operations		(86	)		(130	)		(189	)		(373	)
Income (loss) before income taxes		43			(17	)
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX		--			23			--			38
INCOME TAX EXPENSE		(6	)		(3	)
Net loss	$	(86	)	$	(107	)	$	(189	)	$	(335	)
Consolidated net income (loss)		37			(20	)
Less: Net income – noncontrolling interest		(9	)		(11	)
Net income (loss) – CCH II member	$	28		$	(31	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

CCH II, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN MILLIONS)

Unaudited

	Six Months Ended June 30,
	Successor			Predecessor
	2007			2006
	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(189	)	$	(335	)
Consolidated net income (loss)	$	37		$	(20	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization		~~665~~369			~~698~~321
Asset impairment charges		--			99
Noncash interest expense		18			8
Noncash interest expense		12			16
Noncash reorganization items, net		--			52
Deferred income taxes		(3	)		--1
Other, net		397			2717
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Changes in operating assets and liabilities:
Accounts receivable		~~(26~~25	)		2934
Prepaid expenses and other assets		(2	)		--(61	)
Accounts payable, accrued expenses and other		--90			(1052	)
Receivables from and payables to related party, including deferred management fees		1			1
Receivables from and payables to related party		--			(122	)
Net cash flows from operating activities		~~501~~547			~~525~~178
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(~~579~~310	)		(~~539~~269	)
Change in accrued expenses related to capital expenditures		(3915	)		(927	)
Other, net		31(5	)		(54	)
Net cash flows from investing activities		(~~587~~330	)		(~~553~~292	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt		7,247			5,830
Repayments of long-term debt		(667	)		(17	)
Repayments of long-term debt		(6,338	)		(5,838	)
Payments for debt issuance costs		(31	)		--
Repayments to related parties		--			(20	)
Other, net		(2	)		(1	)
Proceeds from issuance of debt		--			440
Net cash flows from financing activities		(700	)		(18	)
Payments for debt issuance costs		(33	)		(29	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(483	)		(132	)
Distributions		(788	)		(314	)
CASH AND CASH EQUIVALENTS, beginning of period		539			953
Net cash flows from financing activities		88			69
CASH AND CASH EQUIVALENTS, end of period	$	56		$	821
NET INCREASE IN CASH AND CASH EQUIVALENTS		2			41
CASH PAID FOR INTEREST	$	150		$	149
CASH AND CASH EQUIVALENTS, beginning of period		32			3
CASH AND CASH EQUIVALENTS, end of period	$	34		$	44
CASH PAID FOR INTEREST	$	506		$	451
NONCASH TRANSACTIONS:
Issuance of debt by Charter Communications Operating, LLC	$	--		$	37
Retirement of Renaissance Media Group LLC debt	$	--		$	(37	)
Distribution of intercompany note to related party	$	--		$	(105	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

CCH II, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions~~, except where indicated~~)

1.	Organization and Basis of Presentation

CCH II, LLC ("CCH II") is a holding company whose principal assets at June 30, 2007 are the equity interests in its operating subsidiaries. CCH II is a direct subsidiary of CCH I, LLC (“CCH I”), which is an indirect subsidiary of Charter Communications Holdings, LLC ("Charter Holdings"). Charter Holdings is an indirect subsidiary of Charter Communications, Inc. (“Charter”). The condensed consolidated financial statements include the accounts of CCH II and all of its subsidiaries where the underlying operations reside, which are collectively referred to herein as the "Company." All significant intercompany accounts and transactions among consolidated entities have been eliminated.Organization

~~The Company~~CCH II, LLC (“CCH II”) is a ~~broadband~~holding ~~communications~~ company ~~operating~~whose inprincipal assets at March 31, 2010 are the ~~United States. The~~equity ~~Company~~interests ~~offers~~in toits ~~residential~~operating ~~and~~subsidiaries. ~~commercial~~CCH ~~customers traditional~~II ~~cable~~is ~~video~~a ~~programming~~direct ~~(analog~~subsidiary ~~and~~of ~~digital~~CCH ~~video)~~I, ~~high-speed Internet~~LLC ~~services~~(“CCH I”), ~~advanced~~which ~~broadband~~is ~~services~~an ~~such~~indirect assubsidiary ~~high~~of ~~definition television,~~ Charter ~~OnDemand™~~Communications, ~~and~~Inc. ~~digital~~(“Charter”). ~~video~~The ~~recorder~~consolidated ~~service,~~financial ~~and,~~statements ininclude ~~many of~~the ~~our~~accounts ~~markets,~~of ~~telephone~~CCH ~~service. The~~II ~~Company~~and ~~sells~~all of its ~~cable~~subsidiaries ~~video programming,~~where ~~high-speed~~the ~~Internet,~~underlying ~~telephone~~operations reside, ~~and~~which ~~advanced~~are ~~broadband~~collectively ~~services on a~~referred ~~subscription~~to ~~basis~~herein as the "Company." ~~The~~All ~~Company~~significant ~~also~~intercompany ~~sells~~accounts ~~local~~and ~~advertising~~transactions ~~on cable~~among ~~networks~~consolidated entities have been eliminated.

The ~~accompanying~~ ~~condensed consolidated financial statements of the~~ Company ~~have been~~is ~~prepared~~a inbroadband ~~accordance~~communications ~~with~~company ~~accounting~~operating ~~principles generally accepted~~ in the United States. The ~~for~~Company ~~interim~~offers ~~financial~~to ~~information~~residential and ~~the~~commercial ~~rules~~customers ~~and~~traditional ~~regulations of the~~cable ~~Securities~~video ~~and~~programming ~~Exchange~~(basic ~~Commission~~and ~~(the~~digital ~~"SEC"~~video)~~. Accordingly~~, ~~certain~~ ~~information~~high-speed ~~and~~Internet ~~footnote~~services, ~~disclosures~~and ~~typically~~telephone ~~included~~services, inas ~~CCH~~well ~~II’s Annual~~as ~~Report~~advanced onbroadband ~~Form~~services ~~10-K~~such ~~have~~as ~~been~~high ~~condensed~~definition ortelevision, ~~omitted~~Charter ~~for~~OnDemand™, ~~this quarterly report. The accompanying condensed consolidated financial statements are unaudited~~ and ~~are~~digital ~~subject~~video torecorder ~~review~~(“DVR”) ~~by regulatory authorities~~service. ~~However,~~The inCompany ~~the~~sells ~~opinion~~its ofcable ~~management~~video programming, ~~such~~high-speed ~~financial statements~~Internet, ~~include all adjustments~~telephone, ~~which~~and ~~consist~~advanced ofbroadband ~~only~~services ~~normal~~primarily ~~recurring adjustments,~~on ~~necessary for~~ a ~~fair~~subscription ~~presentation of the results for the periods presented~~basis. ~~Interim~~The ~~results~~Company ~~are~~also ~~not~~sells ~~necessarily~~local ~~indicative~~advertising ofon ~~results for~~cable ~~a full year~~networks.

~~The preparation~~Basis of financial statements in conformity with accounting principles generally accepted in the United States 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. Areas involving significant judgments and estimates include capitalization of labor and overhead costs; depreciation and amortization costs; impairments of property, plant and equipment, franchises and goodwill; income taxes; and contingencies. Actual results could differ from those estimates.Presentation

2The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the "SEC"). ~~Liquidity~~ Accordingly, certain information and ~~Capital~~footnote ~~Resources~~disclosures typically included in CCH II’s Annual Report or that were included in CCH II’s Registration Statement on Form S-4 (Reg. No. 333-164381) have been condensed or omitted for this quarterly report. The accompanying condensed consolidated financial statements are unaudited and are subject to review by regulatory authorities. However, in the opinion of management, such financial statements include all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year.

~~The~~ Effective December 1, 2009, the Company ~~incurred~~applied ~~net~~fresh ~~losses~~start ofaccounting ~~$86~~which ~~million~~requires assets and ~~$107~~liabilities ~~million~~to ~~for~~be ~~the~~reflected ~~three~~at ~~months ended~~fair ~~June~~value ~~30,~~as ~~2007~~of ~~and~~that ~~2006,~~date. ~~respectively~~The financial information set forth in this report, ~~and~~unless ~~$189~~otherwise ~~million~~expressly ~~and~~set ~~$335~~forth ~~million for~~or as the ~~six~~context ~~months~~otherwise ~~ended~~indicates, ~~June~~reflects ~~30,~~the ~~2007~~consolidated results of operations and ~~2006,~~financial ~~respectively. The Company’s~~condition ~~net~~of ~~cash~~CCH ~~flows~~II ~~from~~and ~~operating~~its ~~activities~~subsidiaries ~~were~~for ~~$501~~periods ~~million~~following November 30, 2009 (“Successor”), and ~~$525 million~~of CCH II and its subsidiaries for the ~~six~~periods ~~months~~prior ~~ended~~to ~~June~~November 30, ~~2007~~2009 ~~and 2006, respectively~~(“Predecessor”).

The ~~Company's~~ ~~long-term~~preparation ~~financing~~of asfinancial ofstatements ~~June~~in ~~30,~~conformity ~~2007~~with ~~consisted~~GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~$6.9~~assets ~~billion~~ and liabilities and disclosure of ~~credit~~ ~~facility~~contingent ~~debt~~assets and ~~$5.1~~liabilities ~~billion~~at ~~accreted~~the ~~value~~date of ~~high-yield notes. For~~ the ~~remaining~~financial ~~two~~statements ~~quarterly~~and ~~periods~~the reported amounts of ~~2007,~~revenues ~~none~~and ofexpenses during the ~~Company’s~~ ~~debt~~reporting ~~matures~~period. InAreas ~~each~~involving ofsignificant ~~2008~~judgments and ~~2009,~~estimates ~~$65~~include ~~million~~capitalization of ~~the Company’s~~labor ~~debt~~and ~~matures. In~~overhead ~~2010~~costs; depreciation and ~~beyond~~amortization costs; impairments of property, ~~significant~~plant ~~additional amounts~~and ~~will~~equipment, ~~become~~intangibles ~~due~~and ~~under~~goodwill; ~~the~~income ~~Company’s~~taxes; ~~remaining~~and ~~long-term~~contingencies. Actual ~~debt obligations~~results could differ from those estimates.

~~The Company~~Certain ~~requires~~prior ~~significant~~year ~~cash~~amounts tohave ~~fund~~been ~~debt~~reclassified service costs, capital expenditures and ongoing operations. The Company has historically funded these requirements through cash flows from operating activities, borrowings under its credit facilities, equity contributions from its parent companies, sales of assets, issuances of debt securities, and cash on hand. However, the mix of funding sources changes from period to ~~period. For~~ ~~the~~conform ~~six~~with ~~months ended June 30, 2007,~~ the ~~Company~~2010 ~~generated $501 million of net cash flows from operating activities, after paying cash interest of $506 million~~presentation. In addition, the Company used approximately $579 million for purchases of property, plant and equipment. Finally, the Company generated net cash flows from financing activities of $88 million.

2. Emergence from Reorganization Proceedings

On March 27, 2009, the Company, its parent companies, and certain affiliates filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) to reorganize under Chapter 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases were jointly administered under the caption In re Charter Communications, Inc., et al., Case No. 09-11435. On May 7, 2009, the Company filed a Joint Plan of Reorganization (the "Plan") and a related disclosure statement with the Bankruptcy Court. The Plan was confirmed by order of the Bankruptcy Court on November 17, 2009 (“Confirmation Order”), and became effective on

CCH II, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions~~, except where indicated~~)

~~The Company~~November ~~expects that cash on hand~~30, ~~cash~~2009 ~~flows~~(the ~~from~~“Effective ~~operating activities~~Date”), ~~and~~ the ~~amounts~~ ~~available~~date ~~under~~on ~~its~~which ~~credit~~the ~~facilities~~Company ~~will~~and ~~be adequate to meet~~ its ~~and its~~ parent companies’ ~~cash~~emerged ~~needs through 2008. The Company believes that cash flows~~ from ~~operating~~protection ~~activities and amounts available~~ under ~~the~~Chapter ~~Company’s credit~~11 ~~facilities~~of ~~may not be sufficient to fund~~ the ~~Company’s~~Bankruptcy ~~operations and satisfy its and its parent companies’ interest and principal repayment obligations in 2009, and will not be sufficient to fund such needs in 2010 and beyond~~Code. The Company has been advised that Charter continues to work with its financial advisors concerning its approach to addressing liquidity, debt maturities, and overall balance sheet leverage.

~~Credit Facility~~Upon ~~Availability~~the Company’s emergence from bankruptcy, the Company adopted fresh start accounting. This resulted in the Company becoming a new entity on December 1, 2009, with a new capital structure, a new accounting basis in the identifiable assets and liabilities assumed and no retained earnings or accumulated losses. Accordingly, the consolidated financial statements on or after December 1, 2009 are not comparable to the consolidated financial statements prior to that date. The financial statements for the periods prior to November 30, 2009 do not include the effect of any changes in the Company’s capital structure or changes in the fair value of assets and liabilities as a result of fresh start accounting.

~~The Company’s~~Restricted ~~ability~~cash to operate depends upon, among other things, its continued access to capital, including credit under the Charter Communications Operating, LLC (“Charter Operating”) credit facilities. The Charter Operating credit facilities, along with the Company’s indentures and the CCO Holdings, LLC (“CCO Holdings”) credit facilities, contain certain restrictive covenants, some of which require the Company to maintain specified leverage ratios, meet financial tests, and provide annual audited financial statements with an unqualified opinion from the Company’s independent auditors. As of June 30, 2007, the Company was in compliance with the covenants under its indentures and credit facilities, and the Company expects to remain in compliance with those covenants for the next twelve months. As of June 30, 2007, the Company’s potential availability under its revolving credit facility totaled approximately $1.4 billion, none of which was limited by covenant restrictions. Continued access to the Company’s credit facilities is ~~subject~~included ~~to the Company remaining~~ in ~~compliance~~cash with these covenants, including covenants tied to the Company’s leverage ratio. If any event of non-compliance were to occur, funding under the credit facilities may not be available and ~~defaults~~cash equivalents on ~~some or potentially all of~~ the ~~Company’s~~accompanying ~~and~~condensed ~~its~~consolidated ~~parent~~statements ~~companies’ debt obligations could occur. An event~~ of ~~default~~cash under any of the Company’s debt instruments could result in the acceleration of its payment obligations under that debt and, under certain circumstances, in cross-defaults under its and its parent companies’ other debt obligations, which could have a material adverse effect on the Company’s consolidated financial condition and results of operationsflows.

~~Parent Company~~3. Franchises, ~~Debt~~Goodwill ~~Obligations~~and Other Intangible Assets

~~Any financial~~As ~~or liquidity problems~~ of ~~the~~March ~~Company’s~~31, ~~parent~~2010 ~~companies could cause serious disruption to the Company’s business~~ and ~~have a material adverse effect on the Company’s business and results of operations. A failure by Charter Holdings~~December 31, ~~CCH I Holdings~~2009, ~~LLC~~indefinite-lived ~~(“CIH”),~~and orfinite-lived ~~CCH~~intangible Iassets toare ~~satisfy~~presented ~~their~~in ~~debt payment obligations or a bankruptcy with respect to Charter Holdings, CIH, or CCH I would give~~ the ~~lenders~~following under the Company’s credit facilities the right to accelerate the payment obligations under these facilities. Any such acceleration would be a default under the indenture governing the Company’s notes. On a consolidated basis, the Company’s parent companies have a significant level of debt, which, including the Company’s debt, totaled approximately $19.6 billion as of June 30, 2007.table:

Limitations on Distributions

	March 31, 2010						December 31, 2009
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount

Indefinite-lived intangible assets:
Franchises	$	5,272	$	--	$	5,272	$	5,272	$	--	$	5,272
Goodwill		951		--		951		951		--		951

	$	6,223	$	--	$	6,223	$	6,223	$	--	$	6,223

Finite-lived intangible assets:
Customer relationships	$	2,363	$	112	$	2,251	$	2,363	$	28	$	2,335
Other intangible assets		38		2		36		33		--		33
	$	2,401	$	114	$	2,287	$	2,396	$	28	$	2,368

~~As long as~~Amortization ~~Charter’s~~expense ~~convertible~~related notes remain outstanding and are not otherwise converted into shares of common stock, Charter must pay interest on the convertible senior notes and repay the principal amount in November 2009. Charter’s ability to ~~make~~customer ~~interest~~relationships ~~payments on its convertible senior notes,~~ and, inother ~~2009,~~intangible toassets ~~repay~~for the ~~outstanding~~three ~~principal~~months ofended ~~its convertible~~March ~~senior notes of $413 million~~31, ~~net~~2010 ~~of $450 million of convertible senior notes now held by Charter Communications Holding Company, LLC~~ (~~“Charter Holdco”~~Successor), ~~will depend on its ability to raise additional capital~~ and~~/or~~ ~~on receipt~~2009 of(Predecessor) ~~payments or distributions from Charter Holdco and its subsidiaries. As of June 30, 2007, Charter Holdco~~ was ~~owed~~approximately $486 million ~~in intercompany loans from its subsidiaries~~ and ~~had~~ $142 million ~~in cash~~, ~~which were available to pay interest and principal on Charter's convertible senior notes~~respectively. In addition, Charter has $25 million of U.S. government securities pledged as security for the semi-annual interest payments on Charter’s convertible senior notes scheduled in 2007. On August 1, 2007, Charter Holdings distributed to CCHC, LLC (“CCHC”) an intercompany note issued by Charter Operating with an outstanding balance, including accrued interest, of $119 million. On the same day, CCHC distributed such note to Charter Holdco along with $450 million of Charter’s convertible senior notes and an investment account with $26 million of cash. As long as Charter Holdco continues to

The Company expects amortization expense on its finite-lived intangible assets will be as follows.

9 months ended December 31, 2010	$	252
2011		311
2012		286
2013		260
2014		234
2015		208
Thereafter		736

	$	2,287

Actual amortization expense in future periods could differ from these estimates as a result of new intangible asset acquisitions or divestitures, changes in useful lives, impairments and other relevant factors.

CCH II, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions~~, except where indicated~~)

hold the $450 million of Charter’s convertible senior notes, Charter Holdco will receive interest payments from the government securities pledged for Charter’s convertible senior notes4. ~~The~~ Accounts ~~cumulative~~Payable ~~amount of interest payments expected to be received by Charter Holdco is $40 million~~ and ~~may~~Accrued be available to be distributed to pay semiannual interest due in 2008 and May 2009 on the outstanding principal amount of $413 million of Charter’s convertible senior notes, although Charter Holdco may use those amounts for other purposes.Expenses

~~As of June~~Accounts ~~30,~~payable ~~2007, Charter Holdings, CIH,~~ and ~~CCH~~accrued Iexpenses ~~had~~consist ~~approximately $7.1 billion principal amount~~ of high-yield notes outstanding with approximately $0, $188 million, $34 million, and $6.9 billion maturing in 2008, 2009, 2010, and thereafter, respectively. Charter Holdings, CIH, and CCH I will need to raise additional capital or receive distributions or payments from the ~~Company~~ infollowing ~~order~~as ~~to satisfy their debt obligations. However, because~~ of ~~their~~March ~~significant indebtedness~~31, ~~the~~2010 ~~Company’s ability,~~ and ~~ability~~December ~~of its parent companies to raise additional capital at reasonable rates or at all is uncertain. During the six months ended June 30~~31, ~~2007, the Company distributed $788 million of cash to its parent company.~~2009:

Distributions by Charter’s subsidiaries to a parent company (including Charter, Charter Holdco, CCHC, Charter Holdings, CIH, and CCH I) for payment of principal on parent company notes, are restricted under the indentures governing the CIH notes, CCH I notes, CCH II notes, CCO Holdings notes, and Charter Operating notes and under the CCO Holdings credit facilities unless there is no default under the applicable indenture and credit facilities, and unless each applicable subsidiary’s leverage ratio test is met at the time of such distribution. For the quarter ended June 30, 2007, there was no default under any of these indentures or credit facilities and each subsidiary met its applicable leverage ratio tests based on June 30, 2007 financial results. Such distributions would be restricted, however, if any such subsidiary fails to meet these tests at the time of the contemplated distribution. In the past, certain subsidiaries have from time to time failed to meet their leverage ratio test. There can be no assurance that they will satisfy these tests at the time of the contemplated distribution. Distributions by Charter Operating for payment of principal on parent company notes are further restricted by the covenants in its credit facilities.

	March 31, 2010		December 31, 2009

Accounts payable – trade	$	118	$	102
Accrued capital expenditures		31		46
Accrued expenses:
Programming costs		283		270
Interest		124		88
Compensation		69		59
Franchise-related fees		48		53
Other		162		138

	$	835	$	756

Distributions by CIH, CCH I, CCH II, CCO Holdings, and Charter Operating to a parent company for payment of parent company interest are permitted if there is no default under the aforementioned indentures and CCO Holdings credit facilities5. Long-Term Debt

~~The indentures~~Long-term governing the Charter Holdings notes permit Charter Holdings to make distributions to Charter Holdco for payment of interest or principal on Charter’s convertible senior notes, only if, after giving effect to the distribution, Charter Holdings can incur additional debt ~~under~~consists ~~the leverage ratio~~ of ~~8.75 to 1.0, there is no default under Charter Holdings’ indentures, and other specified tests are met. For~~ the ~~quarter~~following ~~ended~~as June 30, 2007, there was no default under Charter Holdings’ indentures, the other specified tests were met, and Charter Holdings met its leverage ratio test based on June 30, 2007 financial results. Such distributions would be restricted, however, if Charter Holdings fails to meet these tests at the time of ~~the~~March ~~contemplated distribution. In the past~~31, ~~Charter~~2010 Holdings has from time to time failed to meet this leverage ratio test. There can be no assurance that Charter Holdings will satisfy these tests at the time of the contemplated distribution. During periods in which distributions are restricted, the indentures governing the Charter Holdings notes permit Charter Holdings and ~~its~~December ~~subsidiaries to make specified investments (that are not restricted payments) in Charter Holdco or Charter~~31, ~~up to an amount determined by a formula, as long as there is no default under the indentures.~~ 2009:

Recent Financing Transactions

	March 31, 2010				December 31, 2009
	Principal Amount		Accreted Value		Principal Amount		Accreted Value
CCH II, LLC:
13.5% senior notes due November 15, 2016	$	1,766	$	2,083	$	1,766	$	2,092
CCO Holdings, LLC:
8.75 % senior notes due November 15, 2013		800		811		800		812
Credit facility		350		306		350		304
Charter Communications Operating, LLC:
8% senior second-lien notes due April 30, 2012		1,100		1,118		1,100		1,120
8.375% senior second-lien notes due April 30, 2014		770		778		770		779
10.875% senior second-lien notes due September 15, 2014		546		599		546		601
Credit facilities		7,510		7,067		8,177		7,614
Total Debt	$	12,842	$	12,762	$	13,509	$	13,322
Less: Current Portion		--		--		70		70
Long-Term Debt	$	12,842	$	12,762	$	13,439	$	13,252

~~In March 2007,~~The ~~Charter~~accreted ~~Operating~~values ~~entered~~presented ~~into~~above anrepresent ~~Amended and Restated Credit Agreement (~~the ~~“Charter~~fair ~~Operating~~value ~~Credit Agreement”) which provides for a $1.5 billion senior secured revolving line~~ of ~~credit,~~the anotes ~~continuation~~as of the ~~existing~~Effective ~~$5.0 billion~~Date, ~~term~~plus ~~loan~~accretion ~~facility~~to ~~(which~~the ~~was~~balance ~~refinanced~~sheet ~~with~~dates. ~~new term loans in April 2007)~~However, ~~and~~the aamount ~~$1.5~~that ~~billion~~is ~~new~~currently ~~term~~payable ~~loan~~if ~~facility,~~the ~~which~~debt ~~was~~becomes ~~funded~~immediately indue ~~March and April~~is ~~2007. In~~equal ~~March~~to ~~2007,~~the ~~CCO~~principal ~~Holdings~~amount ~~entered into a credit agreement which consisted~~ of athe ~~$350~~debt. ~~million~~It ~~term~~is ~~loan~~management’s ~~facility~~intent ~~funded~~to infund ~~March and~~the ~~April~~repayments ~~2007. In~~of ~~April~~debt ~~2007,~~schedule ~~Charter~~to ~~Holdings~~mature ~~completed~~during athe ~~cash tender~~next ~~offer~~12 tomonths ~~purchase~~from ~~$97~~borrowings ~~million~~on ofthe ~~its~~Company’s ~~outstanding~~revolving ~~notes~~credit facility. ~~In addition,~~ ~~Charter~~The ~~Holdings~~accompanying ~~redeemed~~condensed ~~$187~~consolidated ~~million~~balance ofsheets ~~its~~reflect ~~8.625%~~this ~~senior~~intent ~~notes due April~~by 1,presenting ~~2009~~all ~~and~~debt ~~CCO~~balances ~~Holdings~~as ~~redeemed~~long-term ~~$550~~as ~~million~~ of ~~its~~March ~~senior floating rate notes due December 15~~31, 2010. ~~These redemptions closed in April 2007. See Note 6.~~

On March 31, 2010, Charter Communications Operating, LLC (“Charter Operating”) entered into an amended and restated credit agreement. The refinancing resulted in a loss on extinguishment of debt for the three months ended March 31, 2010 of approximately $1 million recorded in other expense, net. Under the amended and restated credit agreement, the Charter Operating credit facilities consist of the following as of March 31, 2010:

CCH II, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions~~, except where indicated~~)

· A term B-1 loan with a remaining principal amount of approximately $3. ~~Sale~~ 4 billion, which is repayable in equal quarterly installments and aggregating in each loan year to 1% of ~~Assets~~ the original amount of the term B-1 loan, with the remaining balance due at final maturity on March 6, 2014;

~~In 2006, the~~· ~~Company~~A ~~sold~~term certain cable television systems serving a total of approximately 356,000 analog video customers in 1) West Virginia and Virginia to Cebridge Connections, Inc. (the “Cebridge Transaction”); B-2) ~~Illinois and~~loan ~~Kentucky~~with to Telecommunications Management, LLC, doing business as New Wave Communications (the “New Wave Transaction”) and 3) Nevada, Colorado, New Mexico and Utah to Orange Broadband Holding Company, LLC (the “Orange Transaction”) for a ~~total~~remaining ~~sales~~principal ~~price~~amount of approximately $~~971~~490 million~~. The Company used the net proceeds from the asset sales to reduce borrowings~~, ~~but~~which ~~not~~is ~~commitments, under~~repayable ~~the~~in ~~revolving~~equal ~~portion~~quarterly ofinstallments ~~the~~and ~~Company’s~~aggregating ~~credit~~in ~~facilities. These cable~~each ~~systems~~loan ~~met~~year ~~the criteria for assets held for sale. As such, the assets were written down~~ to ~~fair~~1% ~~value~~of ~~less estimated costs to sell resulting in asset impairment charges during~~ the ~~six~~original ~~months~~amount ~~ended June 30, 2006~~ of ~~approximately~~ ~~$99 million related to~~ the ~~New~~term ~~Wave~~B-2 Transaction and the Orange Transaction. The Company determined that the West Virginia and Virginia cable systems comprise operations and cash flows that for financial reporting purposes meet the criteria for discontinued operations. Accordinglyloan, ~~the~~with ~~results of operations for~~ the ~~West Virginia~~remaining ~~and~~balance ~~Virginia~~due ~~cable~~at ~~systems~~final ~~have~~maturity ~~been~~on ~~presented~~March ~~as discontinued operations~~6, ~~net of tax for the three and six months ended June 30, 2006.~~2014;

~~Summarized consolidated~~· ~~financial~~A ~~information~~term ~~for~~C ~~the~~loan ~~three~~with a remaining principal amount of approximately $3.0 billion, which is repayable in equal quarterly installments and ~~six~~aggregating ~~months~~in ~~ended~~each ~~June 30~~loan year to 1% of the original amount of the term C loan, ~~2006~~ ~~for~~with the ~~West~~remaining ~~Virginia~~balance ~~and~~due ~~Virginia~~at ~~cable~~final ~~systems~~maturity ison ~~as follows:~~September 6, 2016; and

	Three Months Ended June 30, 2006		Six Months Ended June 30, 2006
Revenues	$	55	$	109
Net income	$	23	$	38

A non-revolving loan and a revolving loan with combined remaining principal amount of approximately $665 million. The non-revolving loan is repayable in full on March 6, 2013. The revolving loan allows for borrowings of up to $1.3 billion. The revolving loan matures in March 2015. However, if on December 1, 2013 Charter Operating has scheduled maturities in excess of $1.0 billion between January 1, 2014 and April 30, 2014, the revolving loan will mature on December 1, 2013 unless lenders holding more than 50% of the revolving loan consent to the maturity being March 2015. As of March 31, 2010, Charter Operating had maturities of $4.6 billion between January 1, 2014 and April 30, 2014. Upon completion of the tender offer for Charter Operating’s 8.375% senior second-lien notes and redemption of any such notes not tendered, described below, the Company will have refinanced approximately $770 million of this amount with proceeds from the recently completed CCO Holdings, LLC (“CCO Holdings”) notes offering. The revolving credit facility amount may be increased, but it may not exceed $1.75 billion in aggregate revolving commitments plus the amount outstanding under the non-revolving loan.

Amounts outstanding under the Charter Operating credit facilities bear interest, at Charter Operating’s election, at a base rate or LIBOR, as defined, plus a margin. The initial applicable LIBOR margin for the non-revolving loans and the term B-1 loans is 2%. However, the Charter Operating credit facilities provide for a pricing grid which adjusts the margin for the non-revolving LIBOR loans and the term B-1 loans to be either 1.75% to 2.00% depending on the consolidated leverage ratio at any given time. With respect to the LIBOR term B-2 loans, the applicable margin is the sum of 5% and the amount (expressed as a percentage), if any, by which 3.5% exceeds the Eurodollar rate applicable to the term B-2 loans at such time. With respect to the base rate for the term B-2 loans, the applicable margin is 4%. ~~Franchises~~ The applicable margin for the term C loans is 3.25% in the case of LIBOR loans, provided that if certain other term loans are borrowed or certain extended loans are established, then the term C loans shall automatically increase to the extent necessary to cause the yield for the term C loans to be 25 basis points less than the yield for the other certain term loans. Charter Operating pays interest equal to LIBOR plus 3.0% on amounts borrowed under the revolving credit facility and ~~Goodwill~~pays a revolving commitment fee of .5% per annum on the daily average available amount of the revolving commitment, payable quarterly.

~~Franchise rights~~The ~~represent~~Charter ~~the~~Operating ~~value~~credit ~~attributed~~facilities toalso ~~agreements~~allow ~~with~~the ~~local~~Company ~~authorities that allow~~to ~~access~~enter tointo ~~homes~~incremental term loans in ~~cable~~the ~~service~~future ~~areas~~with ~~acquired~~an ~~through~~aggregate, ~~the~~together ~~purchase of cable~~with ~~systems.~~all other ~~Management~~then ~~estimates~~outstanding ~~the~~first ~~fair~~lien ~~value~~indebtedness, including any first lien notes, of ~~franchise rights~~no atmore ~~the~~than ~~date~~$7.5 billion (less any principal payments of ~~acquisition~~term ~~and~~loan ~~determines~~indebtedness ifand ~~the~~first ~~franchise~~lien ~~has~~notes as a ~~finite-life~~ orresult anof ~~indefinite-life~~any sale of assets), with amortization as ~~defined~~set byforth ~~Statement~~in ofthe ~~Financial Accounting~~notices ~~Standards~~establishing ~~(“SFAS”)~~such ~~No.~~term ~~142~~loans, ~~Goodwill~~but ~~and~~with ~~Other~~no ~~Intangible Assets. Franchises~~amortization ~~that~~greater ~~qualify~~than ~~for~~1% ~~indefinite-life~~per ~~treatment under~~year ~~SFAS~~prior Noto the final maturity of the existing term loan. ~~142~~Although ~~are~~the ~~tested~~Charter Operating credit facilities allow for ~~impairment~~the ~~annually~~incurrence ~~each~~of ~~October~~a 1certain ~~based on~~amount ~~valuations,~~of orincremental ~~more~~term ~~frequently~~loans, asno ~~warranted~~assurance bycan ~~events~~be orgiven ~~changes~~that ~~in circumstances. Franchises~~the ~~are~~Company ~~aggregated~~could ~~into~~obtain ~~essentially~~additional ~~inseparable asset~~incremental ~~groups~~term toloans ~~conduct~~in the ~~valuations. The~~future ~~asset~~if ~~groups~~Charter ~~generally represent~~Operating ~~geographical~~sought ~~clustering~~to ofdo ~~the~~so ~~Company’s~~or ~~cable~~what ~~systems~~amount ~~into~~of ~~groups~~incremental ~~by which~~term ~~such~~loans ~~systems~~would ~~are~~be ~~managed. Management~~allowable ~~believes~~at ~~such~~any ~~grouping represents~~given time under the ~~highest~~terms ~~and~~of ~~best~~the ~~use~~Charter ofOperating ~~those~~credit ~~assets~~facilities.

As The obligations of ~~June~~ 30Charter Operating under the Charter Operating credit facilities (the “Obligations”) are guaranteed by Charter Operating’s immediate parent company, ~~2007~~CCO Holdings, and ~~December 31~~subsidiaries of Charter Operating, ~~2006~~except for certain subsidiaries, ~~indefinite-lived~~including immaterial subsidiaries and ~~finite~~subsidiaries precluded from guaranteeing by reason of the provisions of other indebtedness to which they are subject (the “non-~~lived intangible~~guarantor ~~assets~~subsidiaries”). The Obligations are ~~presented~~also insecured by (i) a lien on substantially all of the ~~following~~assets ~~table:~~of Charter Operating and its subsidiaries (other than assets of the non-guarantor subsidiaries), to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge by CCO Holdings of the equity interests owned by it in Charter Operating or any of Charter Operating’s subsidiaries, as well as intercompany obligations owing to it by any of such entities.

	June 30, 2007						December 31, 2006
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived intangible assets:
Franchises with indefinite lives	$	9,187	$	--	$	9,187	$	9,207	$	--	$	9,207
Goodwill		64		--		64		61		--		61
	$	9,251	$	--	$	9,251	$	9,268	$	--	$	9,268
Finite-lived intangible assets:
Franchises with finite lives	$	23	$	9	$	14	$	23	$	7	$	16

CCH II, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions~~, except where indicated~~)

~~For the six~~On ~~months~~April ~~ended June 30~~28, ~~2007~~2010, ~~the~~CCO ~~net~~Holdings ~~carrying~~and ~~amount~~CCO ofHoldings ~~indefinite-lived franchises~~Capital ~~was~~Corp. ~~reduced~~closed byon ~~$20~~transactions ~~million,~~in ~~related~~which tothey ~~cable~~issued ~~asset~~$900 ~~sales~~million ~~completed in the~~aggregate ~~first~~principal ~~six~~amount ~~months~~ of ~~2007~~7. ~~Franchise~~875% ~~amortization~~Senior ~~expense represents~~Notes due 2018 (the ~~amortization~~“2018 ~~relating~~Notes”) toand ~~franchises~~$700 ~~that~~million ~~did~~aggregate ~~not~~principal ~~qualify~~amount ~~for indefinite-life~~of ~~treatment~~8.125% ~~under~~Senior ~~SFAS~~Notes Nodue 2020 (the “2020 Notes”). ~~142,~~Such ~~including~~notes ~~costs~~are ~~associated~~guaranteed ~~with franchise~~by ~~renewals~~Charter. ~~Franchise~~ ~~amortization~~The ~~expense~~net ~~for~~proceeds were used to finance the ~~three~~tender ~~and six~~offers ~~months~~also ~~ended~~completed ~~June~~on 30April 28, ~~2007~~2010, ~~was~~in ~~approximately~~which $1741 million principal amount of CCO Holdings' outstanding 8.75% Senior Notes due 2013 ($800 million aggregate principal amount outstanding) (the “2013 Notes”) and $2677 million~~, respectively. The~~ ~~Company~~principal ~~expects~~amount ~~that~~of ~~amortization~~Charter ~~expense~~Operating’s ~~on franchise~~outstanding ~~assets~~8.375% ~~will~~Senior beSecond ~~approximately~~Lien Notes due 2014 ($3770 million ~~annually~~aggregate ~~for~~principal ~~each~~amount ofoutstanding) (the ~~next five~~ ~~years~~“2014 Notes) were repurchased. ~~Actual~~On ~~amortization~~May ~~expense~~28, in2010, ~~future~~the ~~periods~~remainder ~~could differ~~of the net proceeds from ~~these~~the ~~estimates~~2018 asNotes aand ~~result~~2020 Notes will be used to further fund purchases of ~~new~~the ~~intangible~~remaining ~~asset~~amounts ~~acquisitions or divestitures,~~outstanding ~~changes~~under inthe ~~useful~~2013 ~~lives~~Notes and ~~other~~2014 ~~relevant factors~~Notes.

~~For the six~~The ~~months~~Company ~~ended~~is ~~June~~exposed 30to various market risks, ~~2007~~including fluctuations in interest rates. The Company uses interest rate swap agreements to manage its interest costs and reduce its exposure to increases in floating interest rates. The Company manages its exposure to fluctuations in interest rates by maintaining a mix of fixed and variable rate debt. In April 2010, the ~~net~~Company ~~carrying~~entered ~~amount~~into $2.0 billion in notional amounts of ~~goodwill~~interest ~~increased $~~rate swap agreements with durations between 3 ~~million~~ asand a5 ~~result~~years with an average fixed rate of ~~the~~2.25%. ~~Company’s~~The ~~purchase~~notional amounts of ~~certain~~interest ~~cable~~rate ~~systems~~instruments ~~in Pasadena~~do not represent amounts exchanged by the parties and, ~~California~~thus, inare ~~June~~not ~~2007~~a measure of exposure to credit loss. The amounts exchanged were determined by reference to the notional amount and the other terms of the contracts.

56. ~~Accounts~~ Loans Payable ~~and~~– ~~Accrued~~Related ~~Expenses~~Party

~~Accounts~~ Loans payable-related party as of March 31, 2010 and ~~accrued~~December ~~expenses~~31, ~~consist~~2009 consists of ~~the~~loans ~~following~~from asCharter ofCommunications ~~June~~Holding 30Company, ~~2007~~LLC ~~and December~~("Charter ~~31,~~Holdco") ~~2006:~~to Charter Operating of $13 million.

	June 30, 2007		December 31, 2006
Accounts payable - trade	$	92	$	79
Accrued capital expenditures		58		97
Accrued expenses:
Interest		175		190
Programming costs		283		268
Franchise-related fees		52		68
Compensation		66		74
Other		205		199
	$	931	$	975

7. Noncontrolling Interest

Noncontrolling interest represents Charter’s 5.6% membership interest and CCH I’s 13% membership interest in CC VIII, LLC (“CC VIII”) of $234 million and $225 million as of March 31, 2010 and December 31, 2009, respectively. ~~Long-Term~~ Noncontrolling ~~Debt~~interest in the accompanying condensed consolidated statements of operations represents the 2% accretion of the preferred membership interest in CC VIII plus approximately 18.6% of CC VIII’s income.

~~Long-term debt~~8. ~~consists~~Comprehensive of(Income) ~~the following as of June 30, 2007 and December 31, 2006:~~Loss

	June 30, 2007				December 31, 2006
	Principal Amount		Accreted Value		Principal Amount		Accreted Value
Long-Term Debt
CCH II, LLC:
10.250% senior notes due September 15, 2010	$	2,198	$	2,190	$	2,198	$	2,190
10.250% senior notes due October 1, 2013		250		261		250		262
CCO Holdings, LLC:
Senior floating notes due December 15, 2010		--		--		550		550
8 3/4% senior notes due November 15, 2013		800		795		800		795
Credit facility		350		350		--		--
Charter Communications Operating, LLC:
8.000% senior second lien notes due April 30, 2012		1,100		1,100		1,100		1,100
8 3/8% senior second lien notes due April 30, 2014		770		770		770		770
Credit facilities		6,500		6,500		5,395		5,395
	$	11,968	$	11,966	$	11,063	$	11,062

The Company reports changes in the fair value of interest rate agreements designated as hedging the variability of cash flows associated with floating-rate debt obligations, that meet the effectiveness criteria in accumulated other comprehensive income (loss). Consolidated comprehensive income was $37 million for the three months ended March 31, 2010 (Successor) and consolidated comprehensive loss was $29 million for the three months ended March 31, 2009 (Predecessor). Consolidated comprehensive loss for the three months ended March 31, 2009 includes a $9 million loss in the fair value of interest rate swap agreements designated as cash flow hedges. There were no cash flow hedges outstanding for the three months ended March 31, 2010.

9. Fair Value Measurements

Financial Assets and Liabilities

The Company has estimated the fair value of its financial instruments as of March 31, 2010 and December 31, 2009 using available market information or other appropriate valuation methodologies. Considerable judgment, however, is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the amounts the Company would realize in a current market exchange.

The carrying amounts of cash and cash equivalents, receivables, payables and other current assets and liabilities approximate fair value because of the short maturity of those instruments.

CCH II, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions~~, except where indicated~~)

The ~~accreted~~ ~~values~~estimated ~~presented~~fair ~~above~~value ~~generally represent the principal amount~~ of ~~the notes~~ ~~less~~ the ~~original~~Company’s ~~issue~~debt ~~discount~~ at ~~the~~March ~~time of sale plus the accretion to the balance sheet date. However~~31, ~~certain~~2010 ~~of the CCH II notes issued in exchange for Charter Holdings notes~~ and ~~Charter~~December 31, ~~convertible~~2009 ~~notes in 2006~~ are ~~recorded~~ ~~for~~based ~~financial~~on ~~reporting~~quoted ~~purposes~~market atprices ~~values different from the current accreted value for legal purposes~~ and ~~notes indenture purposes (the amount that~~ is ~~currently~~classified ~~payable~~within ifLevel ~~the~~1 ~~debt~~(defined ~~becomes immediately due~~below)~~. As~~ of ~~June 30, 2007,~~ the ~~accreted~~valuation ~~value of the Company’s debt for legal purposes and notes indenture purposes is approximately $12~~hierarchy.~~0 billion.~~

~~In March 2007,~~A ~~Charter~~summary ~~Operating entered into the Charter Operating Credit Agreement which provides for a $1.5 billion senior secured revolving line~~ of ~~credit, a continuation of~~ the ~~existing~~carrying ~~$5.0~~value ~~billion term loan facility (the “Existing Term Loan”),~~ and afair ~~$1.5~~value ~~billion~~of ~~new term loan facility (~~the ~~“New~~Company’s ~~Term~~debt ~~Loan”), which was funded in March and April 2007. Borrowings under the Charter Operating Credit Agreement bear interest~~ at ~~a variable interest rate based on either LIBOR or a base rate~~March 31, ~~plus~~2010 ~~in either case, an applicable margin. The applicable margin for LIBOR loans under the New Term Loan~~ and ~~revolving~~December loans is 2.00% above LIBOR. The revolving line of credit commitments terminate in March 2013. The Existing Term Loan and the New Term Loan are subject to amortization at 1% of their initial principal amount per annum commencing on March 31, ~~2008~~2009 ~~with~~is ~~the~~as remaining principal amount of the New Term Loan due in March 2014. The Charter Operating Credit Agreement also modified the quarterly consolidated leverage ratio to be less restrictive.follows:

In March 2007, CCO Holdings entered into a credit agreement (the “CCO Holdings Credit Agreement”) which consisted of a $350 million term loan facility (the “Term Facility”). The Term Facility matures in September 2014 (the “Maturity Date”). Borrowings under the CCO Holdings Credit Agreement bear interest at a variable interest rate based on either LIBOR or a base rate plus, in either case, an applicable margin. The applicable margin for LIBOR term loans is 2.50% above LIBOR. The CCO Holdings Credit Agreement is secured by the equity interests of Charter Operating, and all proceeds thereof.

		March 31, 2010				December 31, 2009
		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value
Debt
CCH II debt	$	2,083	$	2,108	$	2,092	$	2,086
CCO Holdings debt		811		820		812		816
Charter Operating debt		2,495		2,571		2,500		2,527
Credit facilities		7,373		7,578		7,918		8,000

~~As part of the refinancing, the existing $350 million revolving/term credit facility was terminated.~~ The ~~refinancing~~accounting ~~resulted~~guidance inestablishes a ~~loss~~three-level onhierarchy ~~extinguishment of debt~~ for ~~the~~disclosure ~~three~~of ~~and~~fair ~~six~~value ~~months~~measurements, ~~ended~~based ~~June~~upon ~~30,~~the ~~2007~~transparency of ~~approximately~~inputs ~~$12 million~~to ~~and~~the ~~$13~~valuation ~~million,~~of ~~respectively,~~an ~~included~~asset inor ~~other~~liability ~~expense,~~as ~~net~~of on the ~~Company’s~~ ~~condensed~~measurement ~~consolidated~~date, ~~statements~~as ~~of operations.~~follows:

~~In April 2007,~~· ~~CCO~~Level ~~Holdings~~1 ~~redeemed~~– ~~$550~~inputs ~~million~~to ofthe ~~its~~valuation ~~senior~~methodology ~~floating~~are ~~rate~~quoted ~~notes due December~~prices ~~15,~~(unadjusted) ~~2010. The redemption resulted in a loss on extinguishment of debt~~ for ~~each~~identical ofassets ~~the~~or ~~three~~liabilities ~~and six months ended June 30, 2007 of approximately $19 million included~~ in ~~other~~active ~~expense, net on the Company’s condensed consolidated statements of operations~~markets.

~~7. Loans Payable-Related~~· ~~Party~~Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

~~Loans payable-related~~· ~~party~~Level ~~as of June 30, 2007 and December 31, 2006 consists of loans from Charter Holdco to the Company of $4 million and $~~3 ~~million, respectively,~~– ~~and~~inputs ~~from Charter Holdings~~ to the ~~Company~~valuation ofmethodology ~~$113~~are ~~million~~unobservable and ~~$105 million,~~ ~~respectively. These~~significant ~~loans bear interest at a rate of LIBOR plus 3.0% reset quarterly. These loans are subject~~ to ~~certain limitations and may be repaid with borrowings under~~ the ~~Company’s~~fair ~~revolving credit~~value ~~facility~~measurement. ~~In August 2007, the loan from Charter Holdings to the Company was distributed to CCHC.~~

~~8. Minority Interest~~Nonfinancial Assets and Liabilities

~~Minority interest~~The ~~on the~~ Company’s ~~condensed~~nonfinancial ~~consolidated~~assets ~~balance~~such ~~sheets~~as atfranchises, ~~June~~property, 30plant, ~~2007~~ and ~~December 31~~equipment, ~~2006~~and ~~represents~~other ~~preferred~~intangible ~~membership~~assets ~~interests~~are innot CCmeasured ~~VIII, LLC (“CC~~at ~~VIII”),~~fair anvalue ~~indirect~~on ~~subsidiary~~a ofrecurring ~~CCH~~basis; ~~II,~~however ofthey ~~$651~~are ~~million~~subject ~~and~~to ~~$641~~fair ~~million, respectively. This~~value ~~preferred~~adjustments ~~interest~~in iscertain ~~held by Mr. Allen~~circumstances, ~~Charter’s Chairman~~such ~~and~~as ~~controlling~~when ~~shareholder,~~there ~~and~~is ~~CCH~~evidence ~~I. Minority~~that ~~interest~~an ~~in the~~impairment ~~accompanying~~may ~~condensed~~exist. No ~~consolidated~~impairments ~~statements~~were ofrecorded ~~operations~~in ~~includes~~ the ~~2% accretion~~ ofthree ~~the~~months ~~preferred~~ended ~~membership~~March ~~interests plus approximately 18.6% of CC VIII’s income~~31, ~~net~~2010 ofor ~~accretion~~2009.

10. Other Operating (Income) Expenses, Net

Other operating (income) expenses, net consist of the following for the three months ended March 31, 2010 and 2009:

	Successor		Predecessor
	Three Months Ended March 31, 2010		Three Months Ended March 31, 2009

Loss on sale of assets, net	$	1	$	2
Special charges, net		11		(52	)

	$	12	$	(50	)

Loss on sale of assets, net

Loss on sale of assets represents the loss recognized on the sale of fixed assets and cable systems.

CCH II, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions~~, except where indicated~~)

~~9. Comprehensive Loss~~Special charges, net

~~The Company~~Special ~~reports changes in the fair value of interest rate agreements designated as hedging the variability of cash flows associated with floating-rate debt obligations~~charges, ~~that~~net ~~meet the effectiveness criteria of SFAS No. 133, Accounting~~ for ~~Derivative Instruments and Hedging Activities, in accumulated other comprehensive income, after giving effect to~~ the ~~minority interest share of such gains and losses. Comprehensive loss was $36 million and $106 million for the~~ three months ended ~~June~~March 3031, ~~2007~~2010 ~~and~~primarily ~~2006, respectively,~~includes ~~and~~unfavorable ~~$142~~litigation ~~million~~settlements and ~~$335 million~~ for the ~~six~~three months ended ~~June 30~~March 31, ~~2007~~2009 ~~and~~primarily ~~2006,~~includes ~~respectively~~favorable litigation settlements.

1011. ~~Accounting for~~ Reorganization ~~Derivative~~Items, ~~Instruments and Hedging Activities~~Net

~~The Company~~Reorganization ~~uses interest rate risk management derivative instruments~~items, ~~including but not~~net limited to interest rate swap agreements and interest rate collar agreements (collectively referred to herein as interest rate agreements) to manage its interest costs. The Company’s policy is topresented ~~manage~~separately ~~its exposure to fluctuations~~ in ~~interest~~the ~~rates~~accompanying bycondensed ~~maintaining~~consolidated astatements ~~mix~~ of ~~fixed~~operations and ~~variable~~represents ~~rate debt~~items ~~within~~of aincome, ~~targeted range. Using interest rate swap agreements~~expense, ~~the~~ ~~Company~~gain ~~has~~or ~~agreed~~loss tothat ~~exchange,~~are atrealized ~~specified~~or ~~intervals~~incurred ~~through~~by ~~2013,~~ the ~~difference~~ ~~between~~Company ~~fixed~~because ~~and~~it ~~variable~~was ~~interest~~in ~~amounts~~reorganization ~~calculated~~under byChapter ~~reference to~~11 ~~agreed-upon~~of ~~notional~~the ~~principal~~U.S. ~~amounts~~Bankruptcy Code.

~~The Company’s~~Reorganization hedging policy does not permit it to hold or issue derivative instruments for trading purposes. The Company does, however, have certain interest rate derivative instruments that have been designated as cash flow hedging instruments. Such instruments effectively convert variable interest payments on certain debt instruments into fixed payments. For qualifying hedges, SFAS No. 133 allows derivative gains and losses to offset related results on hedged items ~~in the consolidated statement of operations. The Company has formally documented~~, ~~designated~~ ~~and~~net ~~assessed~~consisted ~~the effectiveness~~ of ~~transactions that receive hedge accounting. For each of~~ the ~~three~~following ~~months~~items ~~ended June 30, 2007 and 2006, other expense, net includes $0, and~~ for the six months ended June 30, 2007 and 2006, other expense, net includes $0 and a gain of $2 million, respectively, which represent cash flow hedge ineffectiveness on interest rate hedge agreements. This ineffectiveness arises from differences between critical terms of the agreements and the related hedged obligations. Changes in the fair value of interest rate agreements that are designated as hedging instruments of the variability of cash flows associated with floating rate debt obligations, and that meet the effectiveness criteria of SFAS No. 133 are reported in accumulated other comprehensive income. For the three months ended ~~June~~March 3031, ~~2007~~ ~~and~~2010 ~~2006, gains of $50 million~~ and $1 million, respectively, and for the six months ended June 30, 2007 and 2006, a gain of $48 million and $0, respectively, related to derivative instruments designated as cash flow hedges, were recorded in accumulated other comprehensive income2009. The amounts are subsequently reclassified as an increase or decrease to interest expense in the same periods in which the related interest on the floating-rate debt obligations affects earnings (losses).

Certain interest rate derivative instruments are not designated as hedges as they do not meet the effectiveness criteria specified by SFAS No. 133. However, management believes such instruments are closely correlated with the respective debt, thus managing associated risk. Interest rate derivative instruments not designated as hedges are marked to fair value, with the impact recorded as other income (expense) in the Company’s condensed consolidated statements of operations. For the three months ended June 30, 2007 and 2006, other expense, net, includes gains of $6 million and $3 million, respectively, and for the six months ended June 30, 2007 and 2006, other expense, net includes gains of $5 million and $9 million, respectively, resulting from interest rate derivative instruments not designated as hedges.

	Successor		Predecessor
	Three Months Ended March 31, 2010		Three Months Ended March 31, 2009
Loss on debt at allowed claim amount	$	--	$	42
Professional fees		4		23
Paul Allen management fee settlement – related party		--		11
Other		--		10

Total Reorganization Items, Net	$	4	$	86

~~As of June 30,~~Reorganization ~~2007 and December 31~~items, ~~2006,~~net ~~the~~consist ~~Company had outstanding $3.0 billion and $1.7 billion, respectively, in notional amounts~~ of ~~interest~~adjustments ~~rate swaps. The~~to ~~notional~~record ~~amounts~~liabilities ofat ~~interest~~the ~~rate~~allowed ~~instruments~~claim ~~do not represent~~ amounts ~~exchanged by the parties~~ and, ~~thus,~~other ~~are~~expenses ~~not~~directly arelated ~~measure~~to ~~of exposure~~the toCompany’s ~~credit~~bankruptcy ~~loss~~proceedings. ~~The~~ ~~amounts~~Post-emergence ~~exchanged~~professional ~~are~~fees ~~determined~~relate ~~by reference~~ to ~~the~~claim ~~notional~~settlements, ~~amount~~plan implementation and ~~the~~ other ~~terms~~transition ofcosts related to the ~~contracts~~ Plan.

12. Income Taxes

CCH II is a single member limited liability company not subject to income tax. CCH II holds all operations through indirect subsidiaries. The majority of these indirect subsidiaries are limited liability companies that are not subject to income tax. However, certain of the limited liability companies are subject to state income tax. In addition, certain of CCH II’s indirect subsidiaries are corporations that are subject to income tax.

As of March 31, 2010 and December 31, 2009, the Company had net deferred income tax liabilities of approximately $216 million and $213 million, respectively. The net deferred tax liabilities relate to certain of the Company’s indirect subsidiaries, which file separate income tax returns.

For the three month periods ended March 31, 2010 (Successor) and 2009 (Predecessor), the Company recorded $6 million and $3 million of income tax expense, respectively.Income tax expense was recognized through increases in deferred tax liabilities and current federal and state income tax expense.

No tax years for Charter, Charter Holdco, or the Company’s indirect subsidiaries are currently under examination by the Internal Revenue Service. Tax years ending 2006 through 2009 remain subject to examination and assessment. Years prior to 2006 remain open solely for purposes of examination of Charter’s net operating loss and credit carryforwards.

13. Related Party Transactions

The following sets forth certain transactions in which the Company and the directors, executive officers, and affiliates of the Company are involved. Unless otherwise disclosed, management believes each of the transactions described below was on terms no less favorable to the Company than could have been obtained from independent third parties.

CCH II, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions~~, except where indicated~~)

119 OM, Inc. ~~Other Operating~~ ~~Expenses~~(Formerly known as Digeo, ~~Net~~Inc.)

~~Other operating~~Mr. ~~expenses~~Allen, ~~net~~through ~~consist~~his 100% ownership of ~~the~~Vulcan ~~following~~Ventures ~~for~~Incorporated ~~the~~(“Vulcan ~~three~~Ventures”), ~~and~~owns ~~six~~a ~~months ended~~majority ~~June~~interest 30in 9 OM, ~~2007~~Inc. (formerly known as Digeo, Inc.) on a fully-converted fully-diluted basis. However, in October 2009, substantially all of 9 OM, Inc.'s assets were sold to ARRIS Group, Inc., an unrelated third party. Ms. Jo Lynn Allen was a director of Charter and ~~2006:~~is a director and Vice President of Vulcan Ventures. Mr. Lance Conn is a director of Charter and was Executive Vice President of Vulcan Ventures until his resignation in May 2009. Charter Operating owns a de minimus percentage of 9 OM, Inc.'s stock but does not expect to receive any proceeds from the sale of assets to the ARRIS Group, Inc.

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Loss on sale of assets, net	$	--	$	--	$	3	$	--
Special charges, net		1		7		2		10
	$	1	$	7	$	5	$	10

In May 2008, Charter Operating entered into an agreement with 9 OM, LLC (formerly known as Digeo Interactive, LLC), a subsidiary of 9 OM, Inc., for the minimum purchase of high-definition DVR units for approximately $21 million. This minimum purchase commitment is subject to reduction as a result of certain specified events such as the failure to deliver units timely and catastrophic failure. The software for these units is being supplied under a software license agreement with 9 OM, LLC; the cost of which is expected to be approximately $2 million for the initial licenses and on-going maintenance fees of approximately $0.3 million annually, subject to reduction to coincide with any reduction in the minimum purchase commitment. For the three months ended March 31, 2009 (Predecessor), the Company purchased approximately $7 million of DVR units from 9 OM, LLC under these agreements.

~~Special charges,~~CC ~~net~~VIII ~~for the three and six months ended June 30, 2007 and 2006 primarily represent severance associated with the closing of call centers and divisional restructuring.~~Interest

12For the three months ended March 31, 2009 (Predecessor), pursuant to indemnification provisions in the October 2005 settlement with Mr. ~~Other Expense~~ Allen regarding the CC VIII interest, ~~Net~~the Company reimbursed Vulcan Inc. approximately $3 million in legal expenses.

~~Other expense,~~Allen ~~net consists of the following for the three and six months ended June 30, 2007 and 2006:~~Agreement

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Gain on derivative instruments and hedging activities, net	$	6		$	3		$	5		$	11
Loss on extinguishment of debt		(31	)		(27	)		(32	)		(27	)
Minority interest		(5	)		(6	)		(10	)		(10	)
Gain (loss) on investments		(1	)		5			(1	)		4
Other, net		--			(1	)		--			3
	$	(31	)	$	(26	)	$	(38	)	$	(19	)

In connection with the Plan, Charter, Mr. Allen and CII entered into a separate restructuring agreement (as amended, the “Allen Agreement”), in settlement and compromise of their legal, contractual and equitable rights, claims and remedies against Charter and its subsidiaries. In addition to any amounts received by virtue of CII’s holding other claims against Charter and its subsidiaries, on the Effective Date, CII was issued 2.2 million shares of the new Charter Class B common stock equal to 2% of the equity value of Charter, after giving effect to the equity rights offering, but prior to issuance of warrants and equity-based awards provided for by the Plan and 35% (determined on a fully diluted basis) of the total voting power of all new capital stock of Charter. Each share of new Charter Class B common stock is convertible, at the option of the holder, into one share of new Charter Class A common stock, and is subject to significant restrictions on transfer and conversion. Certain holders of new Charter Class A common stock (and securities convertible into or exercisable or exchangeable therefore) and new Charter Class B common stock received certain customary registration rights with respect to their shares. On the Effective Date, CII received: (i) 4.7 million warrants to purchase shares of new Charter Class A common stock, (ii) $85 million principal amount of new CCH II notes (transferred from CCH I, LLC (“CCH I”) noteholders), (iii) $25 million in cash for amounts previously owed to CII under a management agreement, (iv) $20 million in cash for reimbursement of fees and expenses in connection with the Plan, and (v) an additional $150 million in cash. The warrants described above have an exercise price of $19.80 per share and expire seven years after the date of issuance. In addition, on the Effective Date, CII retained a minority equity interest in reorganized Charter Holdco of 1% and a right to exchange such interest into new Charter Class A common stock. On December 28, 2009, CII exchanged 81% of its interest in Charter Holdco, and on February 8, 2010 the remaining interest was exchanged after which Charter Holdco became 100% owned by Charter. Further, Mr. Allen transferred his preferred equity interest in CC VIII to Charter. Mr. Allen has the right to elect up to four of Charter's eleven board members.

13. Income Taxes

CCH II is a single member limited liability company not subject to income tax. CCH II holds all operations through indirect subsidiaries. The majority of these indirect subsidiaries are generally limited liability companies that are also not subject to income tax. However, certain of these limited liability companies are subject to state income tax. In addition, the subsidiaries that are corporations are subject to federal and state income tax.

As of June 30, 2007 and December 31, 2006, the Company had net deferred income tax liabilities of approximately $197 million and $200 million, respectively. The deferred tax liabilities relate to certain of the Company’s indirect subsidiaries, which file separate income tax returns.

During the three and six months ended June 30, 2007, the Company recorded $1 million of income tax benefit and $1 million of income tax expense, respectively, and during the three and six months ended June 30, 2006, the Company recorded $2 million and $4 million of income tax expense, respectively.

Charter Holdco, the Company’s indirect parent company, is currently under examination by the Internal Revenue Service for the tax years ending December 31, 2002 through 2005. In addition, Charter and one of the Company’s indirect corporate subsidiaries are under examination by the Internal Revenue Service for the tax year ended December

CCH II, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions~~, except where indicated~~)

31, 2004. Management does not expect the results of these examinations to have a material adverse effect on the Company’s consolidated financial condition or results of operations.

14. Contingencies

~~The Company~~On ~~and~~August ~~its~~28, ~~parent~~2008, ~~companies~~a ~~are~~lawsuit ~~defendants~~was orfiled ~~co-defendants~~against inCharter ~~several unrelated~~and ~~lawsuits~~Charter ~~claiming~~Communications, ~~infringement~~LLC of(“Charter ~~various~~LLC”) ~~patents~~in ~~relating~~the toUnited ~~various aspects~~States District Court for the Western District of ~~its~~Wisconsin ~~businesses~~(now entitled, Marc Goodell et al. ~~Other~~v. ~~industry~~Charter ~~participants~~Communications, ~~are~~LLC ~~also defendants~~and inCharter ~~certain~~Communications, Inc.). The plaintiffs seek to represent a class of ~~these~~current ~~cases~~and former broadband, system and, inother ~~many~~types ~~cases,~~of ~~the~~technicians ~~Company~~who ~~expects that~~are ~~any~~or ~~potential~~were ~~liability~~employed ~~would~~by beCharter ~~the~~or ~~responsibility~~Charter ofLLC ~~its~~in ~~equipment vendors~~the ~~pursuant~~states toof ~~applicable~~Michigan, ~~contractual~~Minnesota, ~~indemnification~~Missouri ~~provisions~~or California. Plaintiffs Inallege ~~the event~~ that aCharter ~~court~~and ~~ultimately~~Charter ~~determines~~LLC ~~that~~violated ~~the~~certain ~~Company~~wage ~~infringes~~and onhour ~~any intellectual~~statutes ~~property~~of ~~rights,~~those itfour ~~may~~states beby ~~subject~~failing to ~~substantial~~pay ~~damages~~technicians ~~and/or an injunction~~for ~~that~~all ~~could~~hours ~~require~~worked. Although ~~the~~Charter ~~Company~~and orCharter ~~its~~LLC ~~vendors~~continue to ~~modify~~deny ~~certain products~~all liability and ~~services~~believe that they have substantial defenses, on March 16, 2010, the ~~Company~~parties ~~offers~~tentatively settled this dispute subject to ~~its~~court ~~subscribers~~approval. ~~While the~~The Company ~~believes~~has ~~the~~accrued ~~lawsuits are~~expected ~~without~~settlement ~~merit~~costs associated with this case. The Company and ~~intends~~its toparent ~~defend the~~companies ~~actions~~have ~~vigorously~~been subjected, in the ~~lawsuits~~normal ~~could~~course beof ~~material~~business, to the ~~Company’s consolidated~~assertion ~~results~~ of ~~operations~~other ofwage ~~any~~and ~~one~~hour ~~period,~~claims and nocould ~~assurance can~~ be ~~given~~ ~~that~~subjected ~~any~~to ~~adverse~~additional ~~outcome~~such ~~would~~claims ~~not~~in ~~be material to~~ the future. The Company~~’s consolidated~~ ~~financial~~cannot ~~condition,~~predict ~~results~~the outcome of ~~operations,~~any ~~or liquidity~~such claims.

~~The Company~~On ~~and~~March ~~its~~27, ~~parent~~2009, ~~companies~~Charter ~~are~~filed ~~party~~its tochapter ~~other~~11 ~~lawsuits~~Petition ~~and~~in ~~claims~~the ~~that arise~~United inStates Bankruptcy Court for the ~~ordinary~~Southern ~~course~~District of ~~conducting~~New ~~its business~~York. ~~The~~On ~~ultimate outcome~~the ofsame ~~these~~day, ~~other~~JPMorgan ~~legal~~Chase ~~matters~~Bank, ~~pending~~N.A., ~~against~~(“JPMorgan”), ~~the~~for ~~Company~~itself orand ~~its~~as ~~parent companies cannot~~Administrative beAgent ~~predicted~~under the Charter Operating Credit Agreement, ~~and~~filed ~~although~~an ~~such~~adversary ~~lawsuits~~proceeding (the “JPMorgan Adversary Proceeding”) in Bankruptcy Court against Charter Operating and ~~claims~~CCO ~~are not~~Holdings ~~expected~~seeking ~~individually~~a todeclaration that there have abeen ~~material~~events ~~adverse~~of ~~effect~~default onunder the ~~Company’s consolidated~~Charter ~~financial~~Operating ~~condition~~Credit Agreement. JPMorgan, ~~results~~as ofwell ~~operations,~~as orother ~~liquidity~~parties, ~~such lawsuits~~objected ~~could~~to ~~have,~~the inPlan. The ~~the~~Bankruptcy ~~aggregate,~~Court ajointly ~~material~~held ~~adverse~~19 ~~effect~~days onof trial in the ~~Company’s~~ ~~consolidated~~JPMorgan ~~financial~~Adversary ~~condition,~~Proceeding ~~results~~and ofon ~~operations,~~the ~~or liquidity~~objections to the Plan.

15On November 17, 2009, the Bankruptcy Court issued its Order and Opinion confirming the Plan over the objections of JPMorgan and various other objectors. ~~Stock Compensation~~ The ~~Plans~~Court also entered an order ruling in favor of Charter in the JPMorgan Adversary Proceeding. Several objectors attempted to stay the consummation of the Plan, but those motions were denied by the Bankruptcy Court and the U.S. District Court for the Southern District of New York. Charter consummated the Plan on November 30, 2009 and reinstated the Charter Operating Credit Agreement and certain other debt of its subsidiaries.

~~Charter has~~Six ~~stock~~appeals ~~option~~were ~~plans~~filed (relating to confirmation of the Plan. The parties initially pursuing appeals were: (i) JPMorgan; (ii) Wilmington Trust Company (“~~Plans~~Wilmington Trust”) ~~which~~(as ~~provide~~indenture trustee for the ~~grant~~holders of ~~non-qualified~~ ~~stock~~the ~~options,~~8% ~~stock~~Senior ~~appreciation~~Second ~~rights,~~Lien ~~dividend~~Notes ~~equivalent rights,~~due ~~performance~~2012 ~~units~~ and ~~performance~~8.375% ~~shares,~~senior ~~share~~second ~~awards,~~lien ~~phantom~~notes ~~stock and/or~~due ~~restricted~~2014 ~~stock~~issued ~~(not~~by toand ~~exceed~~among ~~20,000,000~~Charter ~~shares~~Operating ofand Charter ~~Class~~Communications ~~A common~~Operating ~~stock),~~Capital asCorp. ~~each~~and ~~term~~the is10.875% ~~defined~~senior insecond ~~the~~lien ~~Plans. Employees, officers,~~notes ~~consultants~~due ~~and~~2014 ~~directors~~issued ofby ~~Charter~~ and ~~its~~among ~~subsidiaries~~Charter Operating and ~~affiliates~~ ~~are~~Charter ~~eligible~~Communications toOperating ~~receive~~Capital ~~grants~~Corp.); ~~under~~(iii) ~~the~~Wells ~~Plans~~Fargo Bank, N. ~~Options granted~~A. ~~generally~~(“Wells ~~vest~~Fargo”) ~~over~~(in ~~four~~its ~~years~~capacities ~~from~~as ~~the~~successor ~~grant~~Administrative ~~date,~~Agent ~~with~~and ~~25%~~successor ~~generally vesting~~Collateral onAgent for the ~~anniversary~~third oflien prepetition secured lenders to CCO Holdings under the ~~grant~~CCO ~~date~~Holdings ~~and~~credit ~~ratably thereafter.~~facility); ~~Generally,~~(iv) ~~options~~Law ~~expire~~Debenture ~~10 years~~Trust ~~from~~Company ~~the~~of ~~grant date. The~~New ~~Plans~~York ~~allow~~(“Law ~~for~~Debenture Trust”) (as the ~~issuance~~Trustee ofwith uprespect to athe ~~total~~$479 ofmillion ~~90,000,000 shares~~in aggregate principal amount of ~~Charter~~6.50% ~~Class A~~convertible ~~common~~senior ~~stock~~notes ~~(or~~due ~~units~~2027 ~~convertible~~issued ~~into~~by Charter ~~Class~~ Awhich ~~common~~are ~~stock). During~~no ~~the~~longer ~~three~~outstanding ~~and~~following ~~six~~consummation ~~months~~of ~~ended~~the ~~June~~Plan); 30(v) R2 Investments, ~~2007,~~ ~~Charter~~LDC ~~granted~~(“R2 ~~0.1~~Investments”) ~~million~~(an ~~and~~equity ~~3.9~~interest ~~million~~holder ~~stock~~in ~~options,~~Charter); ~~respectively,~~ and ~~0.2~~(vi) ~~million~~certain ~~and~~plaintiffs ~~6.9~~representing ~~million~~a ~~performance~~putative ~~units,~~class ~~respectively,~~in ~~under~~a ~~Charter’s Long-Term~~securities ~~Incentive~~action ~~Program. The~~against ~~Company~~three ~~recorded~~Charter $5officers ~~million~~or ~~and~~directors ~~$3 million~~filed ofin ~~stock~~the ~~compensation~~United ~~expense~~States District Court for the ~~three~~Eastern ~~months~~District ~~ended~~of ~~June~~Arkansas ~~30,~~(Iron ~~2007 and~~Workers ~~2006~~Local No. 25 Pension Fund, ~~respectively~~Indiana Laborers Pension Fund, and ~~$10~~Iron ~~million~~Workers ~~and~~District $7Council ~~million~~of ~~for~~Western ~~the~~New ~~six~~York ~~months~~and ~~ended June~~Vicinity 30Pension Fund, ~~2007~~in ~~and~~the ~~2006,~~action ~~which~~styled isIron ~~included~~Workers inLocal ~~selling~~No. 25 Pension Fund v. Allen, ~~general~~et al., ~~and administrative~~Case ~~expense~~No. 4:09-cv-00405-JLH (E.D. Ark.).

Charter Operating amended its senior secured credit facilities effective March 31, 2010. In connection with the closing of these amendments, each of Bank of America, N.A. and JPMorgan, for itself and on behalf of the lenders under the Charter Operating senior secured credit facilities, agreed to dismiss the pending appeal of the Company’s Confirmation Order pending before the District Court for the Southern District of New York and to waive any objections to the Company’s Confirmation Order issued by the United States Bankruptcy Court for the Southern District of New York. The lenders filed their Stipulation of that dismissal and waiver of objections and it was signed by the judge on April 1, 2010 and the case dismissed. On December 3, 2009, Wilmington Trust withdrew its notice of appeal. On April 14, 2010, Wells Fargo filed their Stipulation of Dismissal of their appeal on behalf of the lenders

~~Item 2. Management's Discussion~~CCH ~~and~~II, ~~Analysis~~LLC ofAND ~~Financial Condition and Results of Operations.~~SUBSIDIARIES

~~General~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~CCH II, LLC~~ (~~"CCH II"~~UNAUDITED) is a holding company whose principal assets at June 30, 2007 are the equity interests in its operating subsidiaries. CCH II is a direct subsidiary of CCH I, LLC (“CCH I”), which is an indirect subsidiary of Charter Communications Holdings, LLC ("Charter Holdings"). Charter Holdings is an indirect subsidiary of Charter Communications, Inc. (“Charter”). "We," "us" and "our" refer to CCH II and/or its subsidiaries.

~~We are a broadband communications company operating in the United States. We offer our residential and commercial customers traditional cable video programming~~ (~~analog~~dollars and digital video, which we refer to as “video service”), high-speed Internet services, advanced broadband cable services (such as Charter OnDemand™ video service (“OnDemand”), high definition television service, and digital video recorder (“DVR”) service) and, in ~~many of our markets, telephone service. We sell our cable video programming, high-speed Internet, telephone, and advanced broadband services on a subscription basis.~~millions)

~~The following~~under ~~table~~the ~~summarizes~~CCO ~~our~~Holdings ~~customer~~credit ~~statistics~~facility. This ~~for~~Stipulation ~~analog~~was ~~and~~signed ~~digital~~by ~~video, residential~~the ~~high-speed~~judge ~~Internet~~on April 19, 2010 and ~~residential~~the ~~telephone~~case asdismissed. ofLaw ~~June~~Debenture ~~30,~~Trust ~~2007~~ and ~~2006:~~R2 Investments have filed their appeal briefs. The schedule for the securities plaintiffs to file their appeal briefs has not yet been established. The Company cannot predict the ultimate outcome of the appeals.

	Approximate as of
	June 30,		June 30,
	2007 (a)		2006 (a)
Video Cable Services:
Analog Video:
Residential (non-bulk) analog video customers (b)		5,107,800		5,600,300
Multi-dwelling (bulk) and commercial unit customers (c)		269,000		275,800
Total analog video customers (b)(c)		5,376,800		5,876,100
Digital Video:
Digital video customers (d)		2,866,000		2,889,000
Non-Video Cable Services:
Residential high-speed Internet customers (e)		2,583,200		2,375,100
Telephone customers (f)		700,300		257,600

The Company and its parent companies are party to lawsuits and claims that arise in the ordinary course of conducting its business. The ultimate outcome of these other legal matters pending against the Company or its parent companies cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

~~After giving~~15. Stock ~~effect~~Compensation to sales of certain non-strategic cable systems in the third quarter of 2006, January 2007 and May 2007, analog video customers, digital video customers, high-speed Internet customers and telephone customers would have been 5,439,800, 2,703,300, 2,252,500 and 257,600, respectively, as of June 30, 2006.Plans

~~(a)~~In ~~"Customers"~~accordance ~~include~~with ~~all~~the ~~persons~~Plan, ~~our~~Charter’s ~~corporate~~board ~~billing~~of ~~records~~directors ~~show~~adopted asthe ~~receiving~~Charter ~~service (regardless of their payment status)~~Communications, ~~except~~Inc. ~~for~~2009 ~~complimentary~~Stock ~~accounts~~Incentive Plan (~~such~~the as“2009 ~~our~~Stock ~~employees~~Plan”). The At2009 ~~June~~Stock ~~30,~~Plan ~~2007~~provides ~~and~~for ~~2006,~~grants ~~"customers"~~of ~~include~~nonqualified ~~approximately~~stock 33options,~~600~~ ~~and~~incentive 55stock options,~~900~~ ~~persons~~stock ~~whose~~appreciation ~~accounts~~rights, ~~were~~dividend ~~over~~equivalent 60rights, ~~days~~performance ~~past~~units ~~due~~and inperformance ~~payment~~shares, ~~approximately~~share 4awards,~~000~~ ~~and~~phantom 14stock,~~300~~ ~~persons~~restricted ~~whose~~stock ~~accounts~~units ~~were~~and ~~over~~restricted 90stock. Directors, ~~days~~officers ~~past~~and ~~due~~other inemployees ~~payment,~~of Charter and ~~approximately~~its 1subsidiaries,~~700~~ ~~and~~as ~~8,900~~well ofas ~~which~~others ~~were~~performing ~~over~~consulting ~~120~~services ~~days~~for ~~past~~the ~~due~~Company inand ~~payment~~its parent companies, ~~respectively~~are eligible for grants under the 2009 Stock Plan.

~~(b)~~ In ~~"Analog~~2009, ~~video~~the ~~customers"~~majority ~~include~~of restricted stock and performance units and shares were voluntarily forfeited by participants without termination of the service period, and the remaining, along with all ~~customers~~stock ~~who~~options, ~~receive~~were ~~video~~cancelled ~~services~~on the Effective Date.

~~(c)~~The ~~Included~~Plan included an allocation of not less than 3% of new equity for employee grants with 50% of the allocation to be granted within ~~"video~~thirty ~~customers"~~days ~~are~~of ~~those~~the inCompany's ~~commercial~~emergence from bankruptcy. In December 2009, Charter's board of directors authorized 8 million shares under the 2009 Stock Plan and ~~multi-dwelling~~awarded ~~structures~~to certain employees 2 million shares of restricted stock, one-third of which are ~~calculated~~to vest on aneach ~~equivalent~~of ~~bulk~~the ~~unit~~first ~~("EBU")~~three ~~basis~~anniversaries of the Effective Date. Such ~~EBU~~grant of new awards is ~~calculated~~deemed ~~for~~to be a ~~system~~modification byof ~~dividing~~old ~~the~~awards ~~bulk~~and ~~price~~will ~~charged~~be toaccounted ~~accounts~~for inas ana ~~area~~modification byof the ~~most~~original ~~prevalent~~awards. ~~price~~As ~~charged~~a toresult, ~~non-bulk~~unamortized ~~residential~~compensation ~~customers~~cost inof ~~that~~$12 ~~market~~million ~~for~~was ~~the~~added ~~comparable~~to ~~tier~~the cost of ~~service.~~the ~~The~~new ~~EBU~~award ~~method~~and ofwill ~~estimating~~be ~~analog~~amortized ~~video~~over ~~customers~~the isvesting ~~consistent~~period. As ~~with~~of ~~the~~March ~~methodology~~31, ~~used~~2010, intotal ~~determining~~unrecognized ~~costs~~compensation ~~paid~~remaining to ~~programmers~~be ~~and~~recognized ~~has~~in ~~been~~future ~~used~~periods ~~consistently~~totaled $60 million.

During the three months ended March 31, 2010 (dSuccessor), ~~"Digital~~Charter ~~video~~granted ~~customers"~~39,900 ~~include~~shares ~~all~~of ~~households~~restricted ~~that~~stock. Restricted ~~have~~stock ~~one~~vests orannually ~~more~~over ~~digital~~a ~~set~~one to three-~~top~~year ~~boxes~~period orbeginning ~~cable~~from ~~cards~~the ~~deployed~~date of grant. During the three months ended March 31, 2009 (Predecessor), no equity awards were granted however, Charter granted $11 million of performance cash and restricted cash under Charter’s 2009 incentive program.

The Company recorded $5 million and $11 million of stock compensation expense for the three months ended March 31, 2010 (Successor) and 2009 (Predecessor), respectively, which is included in selling, general, and administrative expense.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

CCH II, LLC (“CCH II”) is a holding company whose principal assets at March 31, 2010 are the equity interests in its operating subsidiaries. CCH II is a direct subsidiary of CCH I, LLC (“CCH I”), which is an indirect subsidiary of Charter Communications, Inc. (“Charter”). The consolidated financial statements include the accounts of CCH II and all of its subsidiaries where the underlying operations reside.

We are a broadband communications company operating in the United States with approximately 5.3 million customers at March 31, 2010. We offer our customers traditional cable video programming (basic and digital, which we refer to as "video" service), high-speed Internet access, and telephone services, as well as advanced broadband services (such as OnDemand, high definition television service and DVR).

The following table summarizes our customer statistics for basic video, digital video, residential high-speed Internet, and residential telephone as of March 31, 2010 and 2009:

	Approximate as of
	March 31,		March 31,
	2010 (a)		2009 (a)

Residential (non-bulk) basic video customers (b)		4,547,800		4,746,000
Multi-dwelling (bulk) and commercial unit customers (c)		252,800		257,200
Total basic video customers (b)(c)		4,800,600		5,003,200
Digital video customers (d)		3,313,900		3,157,700
Residential high-speed Internet customers (e)		3,166,000		2,947,100
Residential telephone customers (f)		1,622,900		1,396,300

Total Revenue Generating Units (g)		12,903,400		12,504,300

After giving effect to sales of cable systems in 2009, basic video customers, digital video customers, high-speed Internet customers and telephone customers would have been approximately 5,000,500, 3,157,800, 2,947,500, and 1,396,300, respectively, as of March 31, 2009.

(a)

Our billing systems calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, at March 31, 2010 and 2009, customers include approximately 16,200 and 30,600 persons, respectively, whose accounts were over 60 days past due in payment, approximately 1,600 and 4,400 persons, respectively, whose accounts were over 90 days past due in payment, and approximately 1,700 and 2,700 persons, respectively, of which were over 120 days past due in payment.

(b)	"Basic video customers" include all residential customers who receive video cable services.

(c)

Included within "basic video customers" are those in commercial and multi-dwelling structures, which are calculated on an equivalent bulk unit ("EBU") basis. In the second quarter of 2009, we began calculating EBUs by dividing the bulk price charged to accounts in an area by the published rate charged to non-bulk residential customers in that market for the comparable tier of service rather than the most prevalent price charged as was used previously. This EBU method of estimating basic video customers is consistent with the methodology used in determining costs paid to programmers and is consistent with the methodology used by other multiple system operators (“MSOs”). EBUs presented as of March 31, 2009 decreased by 10,500 as a result of the change in methodology. As we increase our published video rates to residential customers without a corresponding increase in the prices charged to commercial service or multi-dwelling customers, our EBU count will decline even if there is no real loss in commercial service or multi-dwelling customers.

(d)

"Digital video customers" include all basic video customers that have one or more digital set-top boxes or cable cards deployed.

(e)

"Residential high-speed Internet customers" represent those residential customers who subscribe to our high-speed Internet service.

(f) ~~"Telephone~~“Residential telephone customers" ~~include~~represent ~~all~~those residential customers ~~receiving~~who subscribe to our telephone service.

(g)

"Revenue generating units" represent the sum total of all basic video, digital video, high-speed Internet and telephone customers, not counting additional outlets within one household. For example, a customer who receives two types of service (such as basic video and digital video) would be treated as two revenue generating units and, if that customer added on high-speed Internet service, the customer would be treated as three revenue generating units. This statistic is computed in accordance with the guidelines of the National Cable & Telecommunications Association (“NCTA”).

Emergence from Reorganization Proceedings

On March 27, 2009, we, our parent companies, and certain affiliates filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) to reorganize under Chapter 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases were jointly administered under the caption In re Charter Communications, Inc., et al., Case No. 09-11435. On May 7, 2009, we filed a Joint Plan of Reorganization (the "Plan") and a related disclosure statement with the Bankruptcy Court. The Plan was confirmed by order of the Bankruptcy Court on November 17, 2009 (“Confirmation Order”), and became effective on November 30, 2009 (the “Effective Date”), the date on which we and our parent companies emerged from protection under Chapter 11 of the Bankruptcy Code.

Upon our emergence from bankruptcy, we adopted fresh start accounting. This resulted in us becoming a new entity on December 1, 2009, with a new capital structure, a new accounting basis in the identifiable assets and liabilities assumed and no retained earnings or accumulated losses. Accordingly, the consolidated financial statements on or after December 1, 2009 are not comparable to the consolidated financial statements prior to that date. The financial statements for the periods prior to November 30, 2009 do not include the effect of any changes in our capital structure or changes in the fair value of assets and liabilities as a result of fresh start accounting.

Overview

For the three months ended ~~June~~March 3031, ~~2007~~2010 and ~~2006~~2009, ~~our~~adjusted ~~operating~~earnings (loss) before interest expense, income ~~from~~taxes, ~~continuing operations~~depreciation and amortization (“Adjusted EBITDA”) was $~~200~~637 million and $~~146~~616 million, respectively,. See ~~and~~“—Use ~~for~~of ~~the~~Adjusted ~~six months~~EBITDA” ~~ended~~for ~~June~~further ~~30,~~information ~~2007~~on ~~and~~Adjusted ~~2006,~~EBITDA. The ~~our~~increase ~~operating~~in ~~income~~Adjusted ~~from~~EBITDA ~~continuing operations~~is ~~was~~principally ~~$356~~due ~~million~~to ~~and~~increased ~~$138~~sales ~~million,~~of ~~respectively. We~~our ~~had operating~~bundled ~~margins~~services ~~of 13%~~ and ~~11%~~improved ~~for~~cost efficiencies. For the three months ended ~~June~~March 3031, ~~2007~~2010 and ~~2006,~~ ~~respectively~~2009, ~~and~~our ~~12%~~income ~~and~~from 5%operations ~~for~~was ~~the~~$251 ~~six~~million ~~months~~and ~~ended~~$334 ~~June 30~~million, ~~2007 and 2006,~~ respectively. The ~~increase~~decrease in ~~operating~~the income from ~~continuing~~ operations ~~and operating margins~~ for the three ~~and six~~ months ended ~~June~~March 3031, ~~2007~~ 2010 as compared to the three ~~and six~~ months ended ~~June~~March 3031, ~~2006~~2009 ~~was~~is ~~principally~~ primarily due to ~~revenues~~increased ~~increasing~~amortization atrelated ato ~~faster~~customer ~~rate~~relationships ~~than~~and ~~expenses,~~other ~~reflecting~~intangible ~~increased operational~~assets ~~efficiencies,~~resulting ~~improved~~from ~~geographic~~fresh ~~footprint,~~start ~~and~~accounting ~~benefits~~as ~~from improved~~well ~~third~~as ~~party~~favorable ~~contracts,~~litigation ~~coupled~~settlements ~~with~~in ~~asset~~2009 ~~impairment~~that ~~charges~~did ~~during the six~~not ~~months~~recur ~~ended~~in ~~June 30~~2010, ~~2006,~~offset ~~which~~by ~~did~~increases ~~not~~in ~~recur~~Adjusted inEBITDA ~~2007~~as discussed above.

We ~~have~~ believe that the weakened economic conditions in the United States, including a ~~history~~ ofcontinued ~~net~~downturn ~~losses. Further~~in the housing market over the past year and increases in unemployment, weand ~~expect~~continued tocompetition ~~continue~~have toadversely ~~report~~affected ~~net losses~~consumer demand for ~~the~~our ~~foreseeable~~services, ~~future~~especially premium services. ~~Our~~ ~~net~~In ~~losses~~addition, ~~are~~we ~~principally attributable~~believe tothese ~~insufficient~~factors ~~revenue~~have contributed to ~~cover~~an increase in the ~~combination~~number of ~~operating expenses~~homes ~~and~~that ~~interest~~replace ~~expenses~~their wetraditional ~~incur~~telephone ~~because~~service with wireless service thereby impacting the growth of our ~~high~~telephone ~~level~~business. These ofconditions ~~debt,~~ have affected our net customer additions and ~~depreciation~~ ~~expenses~~revenue ~~resulting~~growth ~~from~~during ~~the~~2010. If ~~capital~~these ~~investments~~conditions wedo ~~have~~not ~~made~~improve, ~~and continue~~we tobelieve ~~make~~the ingrowth of our ~~cable~~business ~~properties. We~~and ~~expect~~results ~~that~~of ~~these expenses~~operations will ~~remain~~be ~~significant~~further adversely affected which may contribute to future impairments of our franchises and goodwill.

~~Sale~~ We have a history of ~~Assets~~net losses. Our net losses were principally attributable to insufficient revenue to cover the combination of operating expenses and interest expenses we incurred because of our debt, impairment of franchises and depreciation expenses resulting from the capital investments we have made and continue to make in our cable properties.

In 2006, we sold cable systems serving a total of approximately 356,000 analog video customers for a total sales price of approximately $971 million. We used the net proceeds from the asset sales to reduce borrowings, but not commitments, under the revolving portion of our credit facilities. These cable systems met the criteria for assets held for sale. As such, the assets were written down to fair value less estimated costs to sell resulting in asset impairment charges during the six months ended June 30, 2006 of approximately $99 million. The results of operations for the West Virginia and Virginia cable systems have been presented as discontinued operations, net of tax for the three and six months ended June 30, 2006.18

17Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Registration Statement on Form S-4 (Reg. No. 333-164381).

RESULTS OF OPERATIONS

Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006

The following table sets forth the percentages of revenues that items in the accompanying condensed consolidated statements of operations constituted for the periods presented (dollars in millions):

	Six Months Ended June 30,
	Successor						Predecessor
	2007					2006
	Three Months Ended						Three Months Ended
REVENUES	$	2,924		100	%	$	2,703			100	%
	March 31, 2010						March 31, 2009
COSTS AND EXPENSES:
REVENUES	$	1,735		100	%		$	1,662			100	%
Operating (excluding depreciation and amortization)		1,278		44	%		1,215			45	%
COSTS AND EXPENSES:
Selling, general and administrative		620		21	%		551			20	%
Operating (excluding depreciation and amortization)		751		43	%			713			43	%
Depreciation and amortization		665		23	%		690			26	%
Selling, general and administrative		352		21	%			344			21	%
Asset impairment charges		--		--			99			4	%
Depreciation and amortization		369		21	%			321			19	%
Other operating expenses, net		5		--			10			--
Other operating (income) expenses, net		12		1	%			(50	)		(3	%)
		2,568		88	%		2,565			95	%
		1,484		86	%			1,328			80	%
Operating income from continuing operations		356		12	%		138			5	%
Income from operations		251		14	%			334			20	%
OTHER EXPENSES:
Interest expense, net		(~~506~~204	)				~~(488~~	)(262	)
Other expense, net		(38	)				(19	)
Reorganization items, net		(4	)					(86	)
		(544	)				(507	)
Other expense, net		--						(3	)
Loss from continuing operations before income taxes		(188	)				(369	)
		(208	)					(351	)
INCOME TAX EXPENSE		(1	)				(4	)
Income (loss) before income taxes		43						(17	)
Loss from continuing operations		(189	)				(373	)
INCOME TAX EXPENSE		(6	)					(3	)
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX		--					38
Consolidated net income (loss)		37						(20	)
Net loss	$	(189	)			$	(335	)
Less: Net income – noncontrolling interest		(9	)					(11	)
Net income (loss) – CCH II member	$	28					$	(31	)

Revenues. Average monthly revenue per ~~analog~~basic video customer increased to $88120 for the ~~six~~three months ended ~~June~~March 3031, ~~2007~~2010 from $80110 for the ~~six~~three months ended ~~June~~March 3031, ~~2006~~2009. Average monthly revenue per basic video customer represents total revenue, ~~primarily as~~divided aby ~~result~~three, divided by the average number of basic video customers during the respective period. Revenue growth primarily reflects increases in ~~digital~~the number of telephone, high-speed Internet, and ~~telephone~~ digital video customers, price increases, and incremental video revenues from OnDemand, DVR, and high-definition television services, ~~and~~offset ~~rate~~by ~~adjustments. Average~~a ~~monthly~~decrease ~~revenue per~~in ~~analog~~basic video ~~customer~~customers. Asset ~~represents~~sales, ~~total~~net ~~quarterly~~of ~~revenue,~~acquisitions ~~divided~~in by2009 and 2010 reduced the ~~number~~ ofincrease ~~respective~~in revenues for the three months ended March 31, ~~divided~~2010 byas compared to the ~~average~~three ~~number~~months ofended ~~analog~~March ~~video customers~~31, ~~during~~2009 ~~the~~by ~~respective~~approximately ~~period~~$1 million.

Revenues by service offering were as follows (dollars in millions):

	Six Months Ended June 30,
	2007					2006					2007 over 2006
	Revenues		% of Revenues			Revenues		% of Revenues			Change			% Change
Video	$	1,697		58	%	$	1,684		62	%	$	13			1	%
High-speed Internet		606		21	%		506		19	%		100			20	%
Telephone		142		5	%		49		2	%		93			190	%
Advertising sales		139		4	%		147		5	%		(8	)		(5	)%
Commercial		164		6	%		149		6	%		15			10	%
Other		176		6	%		168		6	%		8			5	%
	$	2,924		100	%	$	2,703		100	%	$	221			8	%

Video revenues consist primarily of revenues from analog and digital video services provided to our non-commercial customers. Analog video customers decreased by 259,700 customers from June 30, 2006, 196,700 of which was related to asset sales, compared to June 30, 2007. Digital video customers increased by 97,000, offset by a loss of 65,600 customers related to asset sales. The increase in video revenues is attributable to the following (dollars in millions):

	2007 compared to 2006 Increase / (Decrease)
Rate adjustments and incremental video services	$	43
Increase in digital video customers		32
Decrease in analog video customers		(18	)
System sales		(44	)
	$	13

High-speed Internet customers grew by 291,100 customers, offset by a loss of 39,600 customers related to asset sales, from June 30, 2006 to June 30, 2007. The increase in high-speed Internet revenues from our non-commercial customers is attributable to the following (dollars in millions):

	2007 compared to 2006 Increase / (Decrease)
Increase in high-speed Internet customers	$	76
Price increases		33
System sales		(9	)
	$	100

Revenues from telephone services increased primarily as a result of an increase of 442,700 telephone customers from June 30, 2006 to June 30, 2007.

Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers, and other vendors. Advertising sales revenues decreased primarily as a result of a decrease in national advertising sales, including political advertising and as a result of decreases in advertising sales revenues from programmers. For the six months ended June 30, 2007 and 2006, we received $6 million and $10 million, in advertising sales revenues from programmers, respectively.

Commercial revenues consist primarily of revenues from cable video and high-speed Internet services provided to our commercial customers. Commercial revenues increased primarily as a result of an increase in commercial video

~~and high-speed~~Revenues ~~Internet revenues, offset~~ by aservice ~~decrease~~offering ofwere $5as ~~million~~follows ~~related~~(dollars ~~to asset~~in ~~sales for the six months ended June 30, 2007.~~millions):

Other revenues consist of franchise fees, equipment rental, customer installations, home shopping, dial-up Internet service, late payment fees, wire maintenance fees and other miscellaneous revenues. For the six months ended June 30, 2007 and 2006, franchise fees represented approximately 50% and 53%, respectively, of total other revenues. The increase in other revenues was primarily the result of increases in wire maintenance fees and late payment fees.

	Successor					Predecessor
	Three Months Ended					Three Months Ended
	March 31, 2010					March 31, 2009					2010 over 2009
	Revenues		% of Revenues			Revenues		% of Revenues			Change			% Change

Video	$	926		53	%	$	928		56	%	$	(2	)		--
High-speed Internet		395		23	%		360		22	%		35			10	%
Telephone		198		12	%		177		11	%		21			12	%
Commercial		118		7	%		107		6	%		11			10	%
Advertising sales		59		3	%		54		3	%		5			9	%
Other		39		2	%		36		2	%		3			8	%

	$	1,735		100	%	$	1,662		100	%	$	73			4	%

~~Operating expenses. The~~Certain ~~increase~~prior inyear ~~operating expenses~~amounts ishave ~~attributable~~been reclassified to conform with the ~~following~~2010 ~~(dollars~~presentation, inincluding ~~millions):~~the reflection of franchise fees, equipment rental and video customer installation revenue as video revenue, and telephone regulatory fees as telephone revenue, rather than other revenue.

	2007 compared to 2006 Increase / (Decrease)
Programming costs	$	47
Costs of providing telephone services		21
Labor costs		17
Maintenance costs		8
Other, net		5
System sales		(35	)
	$	63

Video revenues consist primarily of revenues from basic and digital video services provided to our non-commercial customers, as well as franchise fees, equipment rental and video installation revenue. Basic video customers decreased by 202,600 customers from March 31, 2009 compared to March 31, 2010, 2,700 of which were related to asset sales. Digital video customers increased by 156,200 during the same period, increased by the acquisition of 100 customers. The decrease in video revenues is attributable to the following (dollars in millions):

Programming costs were approximately $781 million and $755 million, representing 61% and 62% of total operating expenses for the six months ended June 30, 2007 and 2006, respectively. Programming costs consist primarily of costs paid to programmers for analog, premium, digital, OnDemand, and pay-per-view programming. The increase in programming costs is primarily a result of contractual rate increases. Programming costs were also offset by the amortization of payments received from programmers in support of launches of new channels of $10 million and $9 million for the six months ended June 30, 2007 and 2006, respectively. System sales above include decreases in expense of approximately $21 million for the six months ended June 30, 2007 related to programming. We expect programming expenses to continue to increase due to a variety of factors, including annual increases imposed by programmers, and additional programming, including high-definition and OnDemand programming, being provided to customers.

	Three months ended March 31, 2010 compared to three months ended March 31, 2009 Increase / (Decrease)

Incremental video services and rate adjustments	$	16
Increase in digital video customers		11
Decrease in basic video customers		(26	)
Decrease in other video revenue		(2	)
Asset sales, net of acquisitions		(1	)

	$	(2	)

Selling, general and administrative expenses. The increase in selling, general and administrative expenses is attributable to the following (dollars in millions):

	2007 compared to 2006 Increase / (Decrease)
Customer care costs	$	37
Marketing costs		35
Employee costs		15
Other, net		(8	)
System sales		(10	)
	$	69

Depreciation and amortization. Depreciation and amortization expense decreased by $25 million for the six months ended June 30, 2007 compared to June 30, 2006, respectively, and was primarily the result of systems sales and certain assets becoming fully depreciated.

Other operating expenses, net. For the six months ended June 30, 2007 compared to June 30, 2006, the decrease in other operating expenses, net is attributable to an $8 million decrease in special charges, offset by a $3 million increase in losses on sales of assets. For more information, see Note 11 to the accompanying condensed consolidated financial statements contained in “Item 1. Financial Statements.”

Interest expense, net. For the six months ended June 30, 2007 compared to the six months ended June 30, 2006, net interest expense increased by $18 million, due to an increase in average debt outstanding from $10.9 billion for the

~~six months~~Residential ~~ended~~high-speed ~~June~~Internet ~~30,~~customers ~~2006~~grew toby ~~$11.4~~218,900 ~~billion~~customers, ~~for~~increased ~~the~~by ~~six~~asset ~~months~~acquisitions ~~ended~~of ~~June~~400 30customers, ~~2007,~~ ~~offset~~from byMarch a31, ~~decrease~~2009 into ~~our~~March ~~average~~31, ~~borrowing~~2010. The ~~rate~~increase ~~from~~in ~~8.5%~~high-speed ~~for~~Internet ~~the six months~~revenues ~~ended~~from ~~June~~our ~~30,~~residential ~~2006~~customers tois ~~8.2%~~attributable ~~for~~to the ~~six~~following ~~months~~(dollars ~~ended~~in ~~June 30, 2007.~~millions):

Other expense, net. The increase in other expense, net is attributable to the following (dollars in millions):

	Three months ended March 31, 2010 compared to three months ended March 31, 2009 Increase / (Decrease)

Increase in high-speed Internet customers	$	26
Rate adjustments and service upgrades		9

	$	35

	2007 compared to 2006
Increase (decrease) in gain on derivative instruments and hedging activities, net	$	(6	)
Increase in loss on extinguishment of debt		(5	)
Increase in loss on investments		(5	)
Other, net		(3	)
	$	(19	)

Revenues from telephone services increased by $21 million for the three months ended March 31, 2010, as a result of an increase of 226,600 residential telephone customers offset by $7 million related to lower average rates.

~~For more information,~~Commercial ~~see~~revenues ~~Note~~consist 12primarily of revenues from services provided to ~~the~~our ~~accompanying~~commercial ~~condensed~~customers. Commercial ~~consolidated~~revenues ~~financial statements~~increased ~~contained~~primarily inas ~~“Item~~a 1.result ~~Financial~~of ~~Statements~~increased sales of the Charter Business Bundle® primarily to small and medium-sized businesses.”

~~Income tax~~Advertising ~~expense~~sales revenues consist primarily of revenues from commercial advertising customers, programmers, and other vendors. ~~Income~~ Advertising ~~tax~~sales ~~expense~~revenues ~~was~~for ~~recognized through~~the three months ended March 31, 2010 increased primarily as a result of increases in ~~deferred~~revenues ~~tax~~from ~~liabilities~~the political and ~~current~~automotive ~~federal~~sectors. For the three months ended March 31, 2010 and ~~state income~~2009, ~~tax~~we ~~expenses~~received of$10 ~~our~~million ~~indirect~~and ~~subsidiaries~~$8 million, respectively, in advertising sales revenues from vendors.

~~Income from~~Other ~~discontinued~~revenues ~~operations,~~consist ~~net~~ of ~~tax. Income~~home ~~from discontinued~~shopping, ~~operations~~late payment fees, ~~net~~wire ofmaintenance ~~tax~~fees ~~decreased~~and inother ~~the~~miscellaneous ~~six~~revenues. The ~~months~~increase ~~ended~~in ~~June 30, 2007~~other ~~compared~~revenues tofor the ~~six~~three months ended ~~June~~March 3031, ~~2006~~2010 ~~due~~was toprimarily the ~~sale~~result of ~~the West Virginia~~increases ~~and Virginia systems~~ in ~~July~~home ~~2006. For~~shopping ~~more~~and ~~information,~~late ~~see~~payment ~~Note 3 to the accompanying condensed consolidated financial statements contained in “Item 1~~fees. ~~Financial Statements.”~~

~~Net loss~~Operating expenses. ~~Net~~ The ~~loss~~increase ~~decreased~~in byoperating ~~$146~~expenses ~~million,~~is orattributable ~~44%, for the six months ended June 30, 2007 compared~~ to the ~~six~~following ~~months~~(dollars ~~ended~~in ~~June 30, 2006, as a result of the factors described above.~~millions):

Liquidity and Capital Resources

	Three months ended March 31, 2010 compared to three months ended March 31, 2009 Increase / (Decrease)

Programming costs	$	25
Maintenance costs		4
Labor costs		4
Franchise and regulatory fees		4
Other, net		2
Asset sales, net of acquisitions		(1	)

	$	38

~~Introduction~~ Programming costs were approximately $457 million and $432 million for the three months ended March 31, 2010 and 2009, respectively, representing 61% of total operating expenses for both periods. Programming costs consist primarily of costs paid to programmers for basic, premium, digital, OnDemand, and pay-per-view programming. The increase in programming costs is primarily a result of annual contractual rate adjustments, offset in part by asset sales and customer losses. Programming costs were also offset by the amortization of payments received from programmers of $4 million and $7 million for the three months ended March 31, 2010 and 2009, respectively. We expect programming expenses to continue to increase, and at a higher rate than 2009, due to a variety of factors, including amounts paid for retransmission consent, annual increases imposed by programmers, and additional

This section contains a discussion of our liquidity and capital resources, including a discussion of our cash position, sources and uses of cash, access to credit facilities and other financing sources, historical financing activities, cash needs, capital expenditures and outstanding debt.

Our long-term financing as of June 30, 2007 consisted of $6.9 billion of credit facility debt and $5.1 billion accreted value of high-yield notes. For the remaining two quarterly periods of 2007, none of our debt matures. In each of 2008 and 2009, $65 million of our debt matures. In 2010 and beyond, significant additional amounts will become due under our remaining long-term debt obligations.

Our business requires significant cash to fund debt service costs, capital expenditures and ongoing operations. We have historically funded these requirements through cash flows from operating activities, borrowings under our credit facilities, equity contributions from our parent companies, sales of assets, issuances of debt securities and cash on hand. However, the mix of funding sources changes from period to period. For the six months ended June 30, 2007, we generated $501 million of net cash flows from operating activities after paying cash interest of $506 million. In addition, we used approximately $579 million for purchases of property, plant and equipment. Finally, we had net cash flows provided by financing activities of $88 million. We expect that our mix of sources of funds will continue to change in the future based on overall needs relative to our cash flow and on the availability of funds under our credit facilities, our and our parent companies’ access to the debt and equity markets, the timing of possible asset sales and based on our ability to generate cash flows from operating activities. We continue to explore asset dispositions as one of several possible actions that we could take in the future to improve our liquidity, but we do not presently believe future asset sales to be a significant source of liquidity.

We expect that cash on hand, cash flows from operating activities, and the amounts available under our credit facilities will be adequate to meet our and our parent companies’ cash needs through 2008. We believe that cash

~~flows from~~programming, ~~operating~~including ~~activities~~high-definition, ~~and~~OnDemand, ~~amounts available under our credit facilities may not be sufficient to fund our operations~~ and ~~satisfy~~pay-per-view ~~our and our parent companies’ interest and principal repayment obligations in 2009~~programming, ~~and~~being ~~will~~provided ~~not be sufficient~~ to ~~fund~~our ~~such needs in 2010 and beyond~~customers. We have been advised that Charter continues to work with its financial advisors concerning its approach to addressing liquidity, debt maturities and its overall balance sheet leverage.

~~Credit Facility~~Selling, ~~Availability~~general and administrative expenses. The increase in selling, general and administrative expenses is attributable to the following (dollars in millions):

Our ability to operate depends upon, among other things, our continued access to capital, including credit under the Charter Communications Operating, LLC (“Charter Operating”) credit facilities. The Charter Operating credit facilities, along with our indentures and the CCO Holdings, LLC (“CCO Holdings”) credit facilities, contain certain restrictive covenants, some of which require us to maintain specified leverage ratios and meet financial tests and to provide annual audited financial statements with an unqualified opinion from our independent auditors. As of June 30, 2007, we were in compliance with the covenants under our indentures and credit facilities, and we expect to remain in compliance with those covenants for the next twelve months. As of June 30, 2007, our potential availability under our revolving credit facility totaled approximately $1.4 billion, none of which was limited by covenant restrictions. Continued access to our credit facilities is subject to our remaining in compliance with these covenants, including covenants tied to our leverage ratio. If any event of non-compliance occur, funding under the credit facilities may not be available and defaults on some or potentially all of our and our parent companies’ debt obligations could occur. An event of default under any of our debt instruments could result in the acceleration of our payment obligations under that debt and, under certain circumstances, in cross-defaults under our and our parent companies’ other debt obligations, which could have a material adverse effect on our consolidated financial condition and results of operations.

	Three months ended March 31, 2010 compared to three months ended March 31, 2009 Increase / (Decrease)

Bad debt and collection costs	$	5
Marketing costs		3
Customer care costs		(1	)
Stock compensation costs		(6	)
Other, net		7

	$	8

~~Parent Company~~Depreciation ~~Debt~~and ~~Obligations~~amortization. Depreciation and amortization expense increased by $48 million for the three months ended March 31, 2010, primarily as a result of increased amortization associated with the increase in customer relationships as a part of applying fresh start accounting.

~~Any financial~~Other oroperating ~~liquidity~~(income) ~~problems~~expenses, ~~of our parent companies could cause serious disruption to our business and have a material adverse effect on our business and results of operations~~net. AThe ~~failure~~change byin ~~Charter~~other ~~Holdings,~~operating ~~CCH I Holdings, LLC~~ (~~“CIH”~~income), ~~or CCH I to satisfy their debt payment obligations or a bankruptcy with respect to Charter Holdings~~expense, ~~CIH,~~net oris ~~CCH~~attributable ~~I would give the lenders under our credit facilities the right~~ to ~~accelerate~~ the ~~payment obligations~~following ~~under~~(dollars ~~these~~in facilities. Any such acceleration would be a default under the indenture governing our notes. On a consolidated basis, our parent companies have a significant level of debt, which, including our debt, totaled approximately $19.6 billion as of June 30, 2007.millions):

Limitations on Distributions

	Three months ended March 31, 2010 compared to three months ended March 31, 2009 Increase / (Decrease)

Increase in special charges, net	$	63
Decrease in loss on sales of assets		(1	)

	$	62

~~As long as~~The ~~Charter’s~~increase ~~convertible~~in ~~notes~~special ~~remain~~charges ~~outstanding~~in ~~and~~the ~~are~~three ~~not~~months ~~otherwise converted~~ended ~~into~~March ~~shares of common stock~~31, ~~Charter~~2010 ~~must~~as ~~pay~~compared ~~interest~~to on the ~~convertible~~ ~~senior~~same ~~notes~~period ~~and repay the principal amount~~ in ~~November~~ 2009~~. Charter’s~~ ~~ability~~is ~~to make interest payments on its convertible senior notes, and, in 2009, to repay~~ the ~~outstanding~~result ~~principal~~ of ~~its convertible~~unfavorable ~~senior~~litigation ~~notes~~settlements of $413 million, net of $450 million of convertible senior notes now held by Charter Communications Holding Company, LLC (“Charter Holdco”), will depend on its ability to raise additional capital and/or on receipt of payments or distributions from Charter Holdco and its subsidiaries. As of June 30, 2007, Charter Holdco was owed $4 million in ~~intercompany loans~~2010 ~~from~~as ~~its~~compared ~~subsidiaries and had $14 million in cash, which were available~~ to ~~pay~~ ~~interest~~favorable ~~and~~litigation ~~principal~~settlements on Charter's convertible senior notes. In addition, Charter has $25 million of U.S. government securities pledged as security for the semi-annual interest payments on Charter’s convertible senior notes scheduled in ~~2007~~2009. On August 1, 2007, Charter Holdings distributed to CCHC, LLC (“CCHC”) an intercompany note issued by Charter Operating with an outstanding balance, including accrued interest, of $119 million. OnFor ~~the~~more ~~same day~~information, ~~CCHC~~see ~~distributed~~Note ~~such~~10 ~~note~~ to ~~Charter Holdco along with $450 million of Charter’s convertible senior note and an investment account with $26 million of cash. As long as Charter Holdco continues to hold~~ the ~~$450~~accompanying ~~million~~condensed ofconsolidated ~~Charter’s~~financial ~~convertible~~statements ~~senior~~contained ~~notes, Charter~~in ~~Holdco~~“Item ~~will receive interest payments from the government securities pledged for the convertible senior notes~~1. ~~The~~ ~~cumulative~~Financial amount of interest payments expected to be received by Charter Holdco is $40 million and may be available to be distributed to pay semiannual interest due in 2008 and May 2009 on the outstanding principal amount of $413 million of Charter’s convertible senior notes, although Charter Holdco may use those amounts for other purposesStatements.”

~~As of June~~Interest 30expense, ~~2007~~net. For the three months ended March 31, ~~Charter~~2010 ~~Holdings~~compared to March 31, ~~CIH~~2009, ~~and~~net ~~CCH~~interest Iexpense ~~had~~decreased ~~approximately~~by $~~7.1~~58 ~~billion principal~~million, ~~amount~~which ofwas ~~high-yield~~a ~~notes~~result ~~outstanding~~of ~~with~~a ~~approximately~~decrease ~~$0,~~in ~~$188 million,~~our ~~$34~~average ~~million,~~borrowing ~~and~~rate $6from 7.93% ~~billion~~in ~~maturing~~the infirst ~~2008,~~quarter of 2009, to 5.6% in the first quarter of 2010, and ~~thereafter,~~ ~~respectively~~by average debt outstanding decreasing from $14. ~~Charter~~2 ~~Holdings,~~billion ~~CIH,~~for ~~and~~the ~~CCH~~first Iquarter ~~will~~of ~~need~~ 2009 to ~~raise~~$13.1 ~~additional~~billion ~~capital~~for orthe ~~receive~~first quarter of 2010.

Reorganizations items, net. Reorganization items, net of $4 million and $86 million for the three months ended March 31, 2010 and 2009, respectively, represent items of income, expense, gain or loss that we realized or incurred related to our reorganization under Chapter 11 of the U.S. Bankruptcy Code. For more information, see Note 11 to the accompanying condensed consolidated financial statements contained in “Item 1. Financial Statements.”

~~distributions or~~Income ~~payments~~tax ~~from~~expense. Income ~~the~~tax ~~Company~~expense inwas ~~order~~recognized tofor ~~satisfy~~the ~~their~~three ~~debt obligations. However,~~months ~~because~~ended ofMarch ~~their significant indebtedness~~31, ~~the Company’s~~2010 ~~ability,~~ and ~~ability~~2009, ofthrough ~~the~~increases ~~parent~~in ~~companies~~deferred totax ~~raise~~liabilities ~~additional capital~~and atcurrent ~~reasonable~~federal ~~rates~~and orstate atincome ~~all~~tax isexpense ~~uncertain. During~~of ~~the~~certain ~~six months ended June 30, 2007, we distributed $788 million~~ of ~~cash to~~ our ~~parent company~~indirect subsidiaries.

~~Distributions by~~Net ~~Charter’s~~income ~~subsidiaries~~– tononcontrolling ainterest. Noncontrolling ~~parent~~interest ~~company~~includes ~~(including~~the ~~Charter,~~2% ~~Charter~~accretion ~~Holdco CCHC, Charter Holdings, CIH, and CCH I) for payment~~ of ~~principal on parent company notes, are restricted under~~ the ~~indentures~~preferred ~~governing~~membership ~~the~~interests ~~CIH~~in ~~notes, CCH~~CC ~~I notes~~VIII, ~~CCH~~LLC II(“CC ~~notes,~~VIII”) ~~CCO~~plus ~~Holdings~~approximately ~~notes,~~18.6% ~~and~~of ~~Charter~~CC Operating notes and under the CCO Holdings credit facilities unless there is no default under the applicable indenture and credit facilities, and unless each applicable subsidiaryVIII’s ~~leverage ratio test is met at the time of such distribution. For the quarter ended June 30~~income, ~~2007,~~net ~~there was no default under any~~ of ~~these indentures or credit facilities and each subsidiary met its applicable leverage ratio tests based on June 30, 2007 financial results~~accretion. Such distributions would be restricted, however, if any such subsidiary fails to meet these tests at the time of the contemplated distribution. In the past, certain subsidiaries have from time to time failed to meet their leverage ratio test. There can be no assurance that they will satisfy these tests at the time of the contemplated distribution. Distributions by Charter Operating for payment of principal on parent company notes are further restricted by the covenants in its credit facilities.

~~Distributions by~~Net ~~CIH,~~income ~~CCH~~(loss) I,– CCH II, ~~CCO~~member. Net ~~Holdings~~income ~~and~~(loss) ~~Charter~~– ~~Operating~~CCH toII member increased from a ~~parent~~loss ~~company~~ of $31 million for ~~payment~~the ofthree ~~parent~~months ~~company~~ended ~~interest~~March ~~are~~31, ~~permitted~~2009 ifto ~~there~~income isof no$28 ~~default under~~million for the ~~aforementioned~~three ~~indentures~~months ~~and~~ended ~~CCO~~March ~~Holdings~~31, ~~Credit facilities~~2010 primarily a result of the factors described above.

~~The indentures~~Use ~~governing the Charter Holdings notes permit Charter Holdings to make distributions to Charter Holdco for payment~~ of ~~interest~~Adjusted or principal on Charter’s convertible senior notes, only if, after giving effect to the distribution, Charter Holdings can incur additional debt under the leverage ratio of 8.75 to 1.0, there is no default under Charter Holdings’ indentures, and other specified tests are met. For the quarter ended June 30, 2007, there was no default under Charter Holdings’ indentures, the other specified tests were met, and Charter Holdings met its leverage ratio test based on June 30, 2007 financial results. Such distributions would be restricted, however, if Charter Holdings fails to meet these tests at the time of the contemplated distribution. In the past, Charter Holdings has from time to time failed to meet this leverage ratio test. There can be no assurance that Charter Holdings will satisfy these tests at the time of the contemplated distribution. During periods in which distributions are restricted, the indentures governing the Charter Holdings notes permit Charter Holdings and its subsidiaries to make specified investments (that are not restricted payments) in Charter Holdco or Charter, up to an amount determined by a formula, as long as there is no default under the indentures. EBITDA

~~In addition~~We touse ~~the~~certain ~~limitation~~measures onthat ~~distributions~~are ~~under~~not defined by accounting principles generally accepted in the ~~various~~United ~~indentures discussed~~States ~~above,~~(“GAAP”) ~~distributions~~to byevaluate various aspects of our ~~subsidiaries~~business. ~~may~~Adjusted beEBITDA ~~limited~~is bya ~~applicable law. See~~non-GAAP ~~“Risk~~financial ~~Factors~~measure —and ~~Because~~should ofbe ~~our~~considered ~~holding~~in ~~company~~addition ~~structure~~to, ~~our~~ ~~outstanding~~not ~~notes~~as ~~are~~a ~~structurally~~substitute ~~subordinated~~for, innet ~~right~~income of(loss) ~~payment~~and ~~to all liabilities~~net ofcash ~~our~~flows ~~subsidiaries. Restrictions~~from operating activities reported in ~~our~~accordance ~~subsidiaries’ debt~~with ~~instruments~~GAAP. ~~and~~This ~~under~~term, ~~applicable~~as ~~law~~defined ~~limit~~by ~~their~~us, ~~ability~~may tonot ~~provide~~be ~~funds~~ comparable to ussimilarly ortitled ~~our~~measures ~~various~~used ~~parent~~by other companies. ~~who~~Adjusted ~~are~~EBITDA ~~debt~~is ~~issuers~~reconciled to consolidated net income (loss) below.”

~~Access~~ Adjusted EBITDA is defined as consolidated net income (loss) plus net interest expense, income taxes, depreciation and amortization, reorganization items, stock compensation expense and other operating expenses, such as special charges and loss on sale or retirement of assets. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our businesses as well as other non-cash or special items, and is unaffected by our capital structure or investment activities. Adjusted EBITDA is used by management and Charter’s board of directors to ~~Capital~~evaluate the performance of our business. For this reason, it is a significant component of Charter’s annual incentive compensation program. However, this measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of financing. Management evaluates these costs through other financial measures.

~~Our ability~~We believe that Adjusted EBITDA provides information useful to ~~incur~~investors ~~additional~~in ~~debt~~assessing ~~may~~our beperformance ~~limited~~and byour ~~the~~ability ~~restrictive~~to ~~covenants in~~ service our ~~indentures~~debt, fund operations and ~~credit~~make ~~facilities~~additional investments with internally generated funds. No ~~assurances~~In ~~can~~addition, beAdjusted ~~given~~EBITDA ~~that we~~generally ~~will~~correlates ~~not~~to ~~experience~~the ~~liquidity~~leverage ~~problems~~ratio ifcalculation weunder doour ~~not~~credit ~~obtain~~facilities ~~sufficient additional~~or ~~financing~~outstanding onnotes ato ~~timely~~determine ~~basis~~compliance aswith ~~our~~the ~~debt~~covenants ~~becomes~~contained ~~due~~in orthe ~~because~~facilities ~~of adverse~~and ~~market~~notes ~~conditions,~~(all ~~increased~~such ~~competition~~documents orhave ~~other~~been ~~unfavorable events~~previously filed with the United States Securities and Exchange Commission). ~~If,~~ atAdjusted ~~any~~EBITDA ~~time,~~includes ~~additional~~management ~~capital~~fee orexpenses ~~borrowing~~in ~~capacity~~the ~~is required~~amount ~~beyond~~of ~~amounts~~$35 ~~internally~~million ~~generated~~and or$32 ~~available~~million ~~under~~for ~~our~~the ~~credit facilities~~three ormonths ~~through~~ended ~~additional~~March ~~debt~~31, or2010 ~~equity~~and ~~financings~~2009, werespectively, ~~would consider:~~which expense amounts are excluded for the purposes of calculating compliance with leverage covenants.

• issuing equity at a parent company level, the proceeds of which could be loaned or contributed to us; • issuing debt securities that may have structural or other priority over our existing notes; • further reducing our expenses and capital expenditures, which may impair our ability to increase revenue and grow operating cash flows; • selling assets; or • requesting waivers or amendments with respect to our credit facilities, which may not be available on acceptable terms; and cannot be assured.

	Successor		Predecessor
	Three Months Ended March 31, 2010		Three Months Ended March 31, 2009
Consolidated net income (loss)	$	37	$	(20	)
Plus: Interest expense, net		204		262
Income tax expense		6		3
Depreciation and amortization		369		321
Stock compensation expense		5		11
Reorganization items, net		4		86
Other, net		12		(47	)

Adjusted EBITDA	$	637	$	616

~~If the above~~Liquidity strategies were not successful, we could be forced to restructure our obligations or seek protection under the bankruptcy laws. In addition, if we find it necessary to engage in a recapitalization or other similar transaction, our noteholders might not receive the full principal and ~~interest~~ ~~payments~~Capital ~~to which they are contractually entitled.~~Resources

~~Recent Financing~~This ~~Transactions~~section contains a discussion of our liquidity and capital resources, including a discussion of our cash position, sources and uses of cash, access to credit facilities and other financing sources, historical financing activities, cash needs, capital expenditures and outstanding debt.

~~On March 6,~~Recent 2007, Charter Operating entered into an Amended and Restated Credit Agreement among Charter Operating, CCO Holdings, the several lenders from time to time that are parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and certain other agents (the “Charter Operating Credit Agreement”).Events

~~The Charter~~On ~~Operating~~March ~~Credit~~31, ~~Agreement~~2010, ~~provides~~Charter ~~for~~Communications ~~a $1.5 billion senior secured revolving line of credit~~Operating, aLLC ~~continuation of the existing $5.0 billion term loan facility~~ (~~which was refinanced with new term loans in April 2007) (~~“~~Replacement Existing~~Charter ~~Term Loan~~Operating”), and aits ~~$1.5~~affiliates ~~billion~~closed ~~new~~on ~~term~~a ~~loan~~transaction ~~facility~~to ~~(the~~amend ~~“New Term Loan”) which was funded in March~~ and ~~April~~restate ~~2007. Borrowings~~its ~~under~~senior ~~the Charter~~secured ~~Operating~~credit ~~Credit~~facilities ~~Agreement~~to, ~~bear~~among ~~interest~~other atthings, aallow ~~variable~~for ~~interest~~the ~~rate based~~creation onof ~~either LIBOR or~~ a ~~base~~new ~~rate,~~revolving ~~plus~~facility inof ~~either~~$1.3 ~~case~~billion, anthe ~~applicable margin. The~~extension ~~applicable~~of ~~margin~~maturities ~~for~~of ~~LIBOR~~a ~~loans~~portion ~~under~~of the ~~Replacement Existing~~facilities ~~Term~~and ~~Loan,~~ the ~~New~~amendment ~~Term~~and ~~Loan,~~restatement ~~and~~of ~~revolving~~certain ~~loans~~other isterms ~~2.00%~~and ~~above LIBOR~~conditions. ~~The~~ ~~revolving~~Upon ~~line~~the ofclosing, ~~credit~~each ~~commitments~~of ~~terminate~~Bank onof ~~March 6~~America, ~~2013~~ N. ~~The~~A. ~~Replacement Existing Term Loan~~ and ~~the~~JPMorgan ~~New~~Chase ~~Term~~Bank, ~~Loan~~N.A., ~~are subject~~as toagent ~~amortization~~and atretiring 1%agent, ofrespectively, ~~their~~for ~~initial~~itself ~~principal amount per annum~~ and ~~amortization~~ ~~commences~~ on ~~March~~behalf ~~31, 2008. The remaining principal amount~~ of the ~~Replacement~~lenders ~~Existing~~under ~~Term Loan and~~ the ~~New~~Charter ~~Term~~Operating ~~Loan~~senior ~~will~~secured ~~be due on~~credit ~~March 6~~facilities, ~~2014. The~~agreed ~~Charter~~to ~~Operating~~dismiss ~~Credit~~with ~~Agreement~~prejudice ~~contains financial~~the ~~covenants~~pending ~~requiring~~appeal ~~Charter~~of ~~Operating~~our toConfirmation ~~maintain~~Order apending ~~quarterly consolidated~~before ~~leverage~~the ~~ratio~~Bankruptcy ~~not~~Court toand ~~exceed 5~~ to 1waive ~~and~~any aobjections ~~first~~to ~~lien~~our ~~leverage ratio not~~Confirmation toOrder ~~exceed~~issued 4by tothe 1Bankruptcy Court.

On ~~March 6~~ April 28, ~~2007~~2010, CCO Holdings, ~~entered~~LLC ~~into~~(“CCO aHoldings”) ~~credit~~and ~~agreement among~~ CCO Holdings, ~~the several~~Capital ~~lenders~~Corp. ~~from~~closed ~~time~~on totransactions ~~time~~in ~~that~~which ~~are~~they ~~parties~~issued ~~thereto,~~$900 ~~Bank~~million ofaggregate ~~America, N.A.,~~principal asamount ~~administrative~~of ~~agent,~~7.875% ~~and~~Senior ~~certain~~Notes ~~other~~due ~~agents~~2018 (the “~~CCO~~2018 ~~Holdings Credit Agreement~~Notes”)~~. The~~ ~~CCO~~and ~~Holdings~~$700 ~~Credit~~million ~~Agreement~~aggregate ~~consists~~principal amount of ~~a $350~~8.125% ~~million~~Senior ~~term~~Notes ~~loan~~due ~~facility~~2020 (the “~~Term~~2020 ~~Facility~~Notes”). Such notes are guaranteed by Charter. The ~~term~~net ~~loan matures~~proceeds were used to finance the tender offers also completed on ~~September~~April 628, ~~2014~~2010, in which $741 million principal amount of CCO Holdings' outstanding 8.75% Senior Notes due 2013 ($800 million aggregate principal amount outstanding) (the “~~Maturity~~2013 ~~Date~~Notes”) and $677 million principal amount of Charter Operating’s outstanding 8. ~~Borrowings~~375% ~~under the~~Senior ~~CCO~~Second ~~Holdings~~Lien ~~Credit~~Notes ~~Agreement~~due ~~bear~~2014 ~~interest~~($770 atmillion aaggregate ~~variable~~principal ~~interest~~amount ~~rate based~~outstanding) on(the ~~either~~“2014 ~~LIBOR~~Notes”) orwere arepurchased. ~~base~~On ~~rate~~May ~~plus~~28, in2010, ~~either~~the ~~case,~~remainder anof ~~applicable margin. The~~the ~~applicable~~net ~~margin~~proceeds ~~for~~from ~~LIBOR~~the ~~term~~2018 ~~loans~~Notes isand ~~2.50%~~2020 ~~above LIBOR. The~~Notes ~~CCO~~will ~~Holdings~~be ~~Credit~~used ~~Agreement~~to isfurther ~~secured~~fund bypurchases of the ~~equity interests~~remaining ofamounts ~~Charter~~outstanding ~~Operating,~~under ~~and~~the ~~all~~2013 ~~proceeds~~Notes ~~thereof~~and 2014 Notes.

~~We used~~Overview ~~a portion~~ of ~~the~~Our ~~additional~~Debt ~~proceeds from the Charter Operating Credit Agreement~~ and CCO Holdings Credit Agreement to redeem $550 million of CCO Holdings’ outstanding floating rate notes due 2010, to redeem approximately $187 million of Charter Holdings’ outstanding 8.625% senior notes due 2009, to fund the purchase of notes in a tender offer for total consideration (including premiums and accrued interest) of $100 million of certain notes outstanding at Charter Holdings, and to repay $105 million of Charter Holdings’ notes maturing in April 2007. The remainder was used for other general corporate purposes.Liquidity

~~Historical Operating~~We have significant amounts of debt. Our long-term debt as of March 31, ~~Financing~~2010 totaled $12.8 billion, consisting of $7.4 billion of credit facility debt and ~~Investing~~$5.4 ~~Activities~~billion accreted value of high-yield notes. Our business requires significant cash to fund principal and interest payments on our debt. For the remainder of 2010, $52 million of our debt matures. As of March 31, 2010, considering the completion of the refinancing transactions discussed above, $69 million of our debt matures in 2011, $1.2 billion in 2012, $735 million in 2013, $4.6 billion in 2014, $30 million in 2015, $4.6 billion in 2016 and $1.6 billion thereafter.

~~Our cash flows~~The ~~for~~amount of the ~~six~~maturities ~~months~~in ~~ended~~2013 ~~June~~includes amounts outstanding under Charter Operating’s $1.3 billion revolving facility. The revolving loan matures in March 2015. However, if on December 1, 2013 Charter Operating has scheduled maturities in excess of $1.0 billion between January 1, 2014 and April 30, ~~2006~~2014, ~~include~~the revolving loan will mature on December 1, 2013 unless lenders holding more than 50% of the revolving loan consent to the maturity being March 2015. As of March 31, 2010, Charter Operating had maturities of $4.6 billion between January 1, 2014 and April 30, 2014. Upon completion of the tender offer for Charter Operating’s 8.375% senior second-lien notes and redemption of any such notes not tendered, we will have refinanced approximately $770 million of this amount with proceeds from the recently completed CCO Holdings notes offering. Accordingly, the maturity amounts in the paragraph above reflect the revolving facility maturing in 2013. We expect to utilize cash flows ~~related~~ from operating activities and cash on hand as well as future refinancing transactions to further extend or reduce the maturities of our ~~discontinued~~principal ~~operations~~obligations. The timing and terms of any refinancing transactions will be subject to market conditions. Additionally, we may, from time to time, depending on market conditions and other factors, use cash on hand and the proceeds from securities offerings or other borrowings, to retire our debt through open market purchases, privately negotiated purchases, tender offers, or redemption provisions.

~~We held $34~~The ~~million~~revolving incredit ~~cash~~facility ~~and~~under ~~cash~~the ~~equivalents~~Charter asOperating ofcredit ~~June~~agreement ~~30,~~includes ~~2007~~commitments ~~compared~~from ~~to $32 million~~conversions as of ~~December~~the ~~31,~~non-revolving ~~2006~~loans and new commitments. ~~For~~The settlement of the ~~six~~conversions ~~months~~from ~~ended June~~the ~~30,~~non-revolving ~~2007,~~loans weto ~~generated~~the $~~501~~1.3 ~~million~~billion ofrevolving ~~net~~facility ~~cash~~is ~~flows~~ongoing. Charter ~~from~~Operating ~~operating activities~~is ~~after~~continuing ~~paying~~to ~~cash~~work ~~interest~~with ofthe ~~$506~~administrative ~~million~~agent under the Charter Operating credit agreement to settle the conversions. InAs ~~addition~~a result, we ~~used~~the ~~approximately~~amount ~~$579~~of ~~million~~the ~~for~~conversions ~~purchases~~will ofimpact ~~property,~~the ~~plant~~amounts ~~and equipment. Finally~~funded, weand ~~had~~therefore ~~net~~the ~~cash~~amounts ~~flows~~available, ~~provided~~under bythe ~~financing activities~~$1.3 ofbillion ~~$88~~revolving ~~million.~~

Operating Activities. Net cash provided by operating activities decreased $24 million, or 5%, from $525 million for the six months ended June 30, 2006 to $501 million for the six months ended June 30, 2007. For the six months ended June 30, 2007, net cash provided by operating activities decreased primarily as a result of changes in operating assets and liabilities that provided $43 million less cash during the six months ended June 30, 2007 than the corresponding period in 2006, and an increase of $22 million in interest on cash pay obligations during the same period, offset by revenues increasing at a faster rate than cash expenses.

Investing Activities. Net cash used by investing activities increased to $587 million for the six months ended June 30, 2007 compared to $553 million for the six months ended June 30, 2006, which was primarily related to an

~~increase in~~credit ~~cash~~facility. Considering ~~used for~~ the ~~purchase~~conversions, as of ~~property~~March 31, ~~plant~~2010, ~~and~~we ~~equipment~~expect ~~and~~the aamount ~~decrease in~~available ~~accrued~~under ~~expenses~~the ~~related~~revolving credit facility would have been approximately $695 million to ~~capital~~$725 ~~expenditures~~million.

~~Financing Activities. Net~~Our ~~cash~~business ~~provided~~requires bysignificant ~~financing activities~~cash ~~was~~to ~~$88~~fund ~~million~~capital expenditures and ~~$69~~ongoing ~~million~~operations. ~~for~~Our ~~the~~projected ~~six~~cash ~~months~~needs ~~ended~~and ~~June~~projected ~~30, 2007~~sources ~~and~~of ~~2006~~liquidity depend upon, ~~respectively. The~~among ~~increase~~other inthings, ~~cash~~our ~~provided~~actual ~~during~~results, and the ~~six~~ ~~months~~timing ~~ended~~and ~~June~~amount ~~30,~~of ~~2007~~our asexpenditures. We ~~compared~~believe towe ~~the~~have ~~corresponding~~sufficient ~~period~~liquidity infrom ~~2006~~cash on hand, ~~was~~ ~~primarily~~cash ~~the~~flows ~~result~~from ofoperating ~~increased~~activities ~~borrowings~~and ofCharter ~~long-term~~Operating’s ~~debt~~revolving ~~offset~~credit ~~by an increase~~facility ofas ~~distributions~~well as access to ~~parent~~the ~~companies~~capital markets to fund our projected operating cash needs.

Limitations on Distributions

Distributions by Charter’s subsidiaries to a parent company for payment of principal on parent company notes are restricted under indentures and credit facilities governing our indebtedness, unless there is no default under the applicable indenture and credit facilities, and unless each applicable subsidiary’s leverage ratio test is met at the time of such distribution. For the quarter ended March 31, 2010, there was no default under any of these indentures or credit facilities and each subsidiary met its applicable leverage ratio tests based on March 31, 2010 financial results. Such distributions would be restricted, however, if any such subsidiary fails to meet these tests at the time of the contemplated distribution. In the past, certain subsidiaries have from time to time failed to meet their leverage ratio test. There can be no assurance that they will satisfy these tests at the time of the contemplated distribution. Distributions by Charter Operating for payment of principal on parent company notes are further restricted by the covenants in its credit facilities.

Distributions by CCO Holdings and Charter Operating to a parent company for payment of parent company interest are permitted if there is no default under the aforementioned indentures and CCO Holdings and Charter Operating credit facilities.

In addition to the limitation on distributions under the various indentures discussed above, distributions by our subsidiaries may be limited by applicable law, including the Delaware Limited Liability Company Act, under which our subsidiaries may only make distributions if they have “surplus” as defined in the act.

Historical Operating, Investing and Financing Activities

Cash and Cash Equivalents. We held $56 million in cash and cash equivalents, including restricted cash, as of March 31, 2010 compared to $539 million as of December 31, 2009. The decrease in cash resulted primarily from a payment on our revolving credit facilities on March 31, 2010.

Operating Activities. Net cash provided by operating activities increased $369 million from $178 million for the three months ended March 31, 2009 to $547 million for the three months ended March 31, 2010, primarily as a result of an increase of $314 million in cash provided by changes in operating assets and liabilities, a decrease of $68 million in cash paid for interest and revenues increasing at a faster rate than cash expenses. Operating assets and liabilities used $314 million more cash in 2009 than 2010 as a result of vendors requiring early payments as a result of our impending bankruptcy in 2009 and repayments of intercompany borrowings.

Investing Activities. Net cash used in investing activities was $330 million and $292 million for the three months ended March 31, 2010 and 2009, respectively. The increase is primarily due to an increase of $41 million in purchases of property, plant, and equipment.

Financing Activities. Net cash used in financing activities was $700 million and $18 million for the three months ended March 31, 2010 and 2009, respectively. The increase in cash used during the three months ended March 31, 2010 as compared to the corresponding period in 2009, was primarily the result of repayments on the Charter Operating revolving credit facilities.

Capital Expenditures

We have significant ongoing capital expenditure requirements. Capital expenditures were $~~579~~310 million and $~~539~~269 million for the ~~six~~three months ended ~~June 30~~March 31, ~~2007~~2010 and ~~2006~~2009, respectively. Capital expenditures increased as a result of spending on customer premise equipment and support capital to meet increased digital, high-speed Internet, and telephone customer growth. See the table below for more details.

Our capital expenditures are funded primarily from cash flows from operating activities, and the issuance of debt ~~and borrowings under credit facilities~~. In ~~addition, during the six months ended June 30, 2007 and 2006, our liabilities related to capital expenditures decreased $39 million and $9 million, respectively.~~

During 2007, we expect capital expenditures to be approximately $1.2 billion. We expect that the nature of these expenditures will continue to be composed primarily of purchases of customer premise equipment related to telephone and other advanced services, support capital, and for scalable infrastructure costs. We have funded and expect to continue to fund capital expenditures for 2007 primarily from cash flows from operating activities and borrowings under our credit facilities.25

~~We have adopted capital expenditure disclosure guidance~~addition, ~~which~~our ~~was~~liabilities ~~developed~~related ~~by eleven publicly traded cable system operators, including us, with the support of the National Cable & Telecommunications Association ("NCTA"). The disclosure is intended~~ to ~~provide more consistency in the reporting of operating statistics in~~ capital expenditures ~~among~~decreased ~~peer~~$15 ~~companies~~million inand ~~the~~$27 ~~cable industry. These~~million ~~disclosure~~for ~~guidelines~~the ~~are~~three ~~not~~months ~~required~~ended ~~disclosure under~~March ~~Generally Accepted Accounting Principles ("GAAP")~~31, ~~nor~~2010 doand ~~they~~2009 ~~impact our accounting~~compared ~~for~~to ~~capital~~year ~~expenditures~~end, ~~under GAAP~~respectively.

During 2010, we expect capital expenditures to be approximately $1.2 billion. We expect the nature of these expenditures will continue to be composed primarily of purchases of customer premise equipment related to telephone and other advanced services, support capital, and scalable infrastructure. The ~~following~~ ~~table~~actual ~~presents~~amount of our ~~major~~ capital expenditures ~~categories~~depends in ~~accordance with~~part ~~NCTA~~on ~~disclosure~~the ~~guidelines~~deployment ~~for~~of ~~the~~advanced ~~six~~broadband ~~months~~services ~~ended~~and ~~June~~offerings. We ~~30,~~may ~~2007~~need ~~and 2006 (dollars~~additional capital if there is accelerated growth in ~~millions):~~high-speed Internet, telephone, commercial business or digital customers or there is an increased need to respond to competitive pressures by expanding the delivery of other advanced services.

	Six Months Ended June 30,
	2007		2006
Customer premise equipment (a)	$	289	$	258
Scalable infrastructure (b)		100		97
Line extensions (c)		49		59
Upgrade/Rebuild (d)		24		23
Support capital (e)		117		102
Total capital expenditures	$	579	$	539

We have adopted capital expenditure disclosure guidance, which was developed by eleven then publicly traded cable system operators, including Charter, with the support of the NCTA. The disclosure is intended to provide more consistency in the reporting of capital expenditures among peer companies in the cable industry. These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP.

~~(a)~~The ~~Customer~~following ~~premise~~table ~~equipment~~presents ~~includes~~our ~~costs~~major ~~incurred~~capital atexpenditures ~~the~~categories ~~customer residence to secure new customers, revenue units and additional bandwidth revenues. It also includes customer installation costs~~ in accordance with ~~SFAS~~NCTA ~~No.~~disclosure ~~51,~~guidelines ~~Financial~~for ~~Reporting~~the bythree ~~Cable~~months ~~Television~~ended ~~Companies,~~March ~~and customer premise equipment (e.g.~~31, ~~set-top~~2010 ~~boxes~~ and ~~cable~~2009 ~~modems,~~(dollars ~~etc.~~in millions).:

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

	Successor		Predecessor
	Three Months Ended		Three Months Ended
	March 31, 2010		March 31, 2009

Customer premise equipment (a)	$	156	$	167
Scalable infrastructure (b)		87		45
Line extensions (c)		16		14
Upgrade/Rebuild (d)		9		5
Support capital (e)		42		38

Total capital expenditures (f)	$	310	$	269

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

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

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

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

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

~~Item 4. Controls~~ (f) Total capital expenditures includes $18 million and ~~Procedures~~$16 million of capital expenditures related to commercial services for the three months ended March 31, 2010 and 2009, respectively.

As of the end of the period covered by this report, management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures with respect to the information generated for use in this quarterly report. The evaluation was based in part upon reports and certifications provided by a number of executives. Based upon, and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

There were no changes in our internal controls over financial reporting during the quarter ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon the above evaluation, our management believes that our controls provide such reasonable assurances.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of March 31, 2010 and December 31, 2009, our total debt was approximately $12.8 billion and $13.3 billion, respectively. As of March 31, 2010 and December 31, 2009, the weighted average interest rate on the credit facility debt was approximately 3.2% and 2.6%, respectively, and the weighted average interest rate on the high-yield notes was approximately 10.4% and 10.4%, respectively, resulting in a blended weighted average interest rate of 6.0% and 5.5%, respectively. As of March 31, 2010, the interest rate on approximately 39% of the total principal amount of our debt was fixed.

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 March 31, 2010 (dollars in millions):

	2010			2011			2012			2013			2014			2015			Thereafter			Total			Fair Value at March 31, 2010

Debt:
Fixed Rate	$	--		$	--		$	1,100		$	800		$	1,316		$	--		$	1,766		$	4,982		$	5,499
Average Interest Rate		--			--			8.00	%		8.75	%		9.41	%		--			13.50	%		10.44	%

Variable Rate	$	52		$	69		$	69		$	735		$	4,069		$	30		$	2,836		$	7,860		$	7,578
Average Interest Rate		3.72	%		4.42	%		5.58	%		6.45	%		6.89	%		8.12	%		8.29	%		7.30	%

Amounts outstanding under the revolving credit facility mature on March 6, 2015; provided, however, that unless otherwise directed by the revolving lenders holding more than 50% of the revolving commitments, the termination date will be December 1, 2013 if, on December 1, 2013, Charter Operating and its subsidiaries do not have less than $1.0 billion of indebtedness on a consolidated basis with maturities between January 1, 2014 and April 30, 2014. Because Charter Operating currently has indebtedness in excess of $1.0 billion with maturities between January 1, 2014 and April 30, 2014, the amount outstanding under the revolving credit facility is included in 2013 in the above table.

Interest rates on variable debt are estimated using the average implied forward LIBOR for the year of maturity based on the yield curve in effect at March 31, 2010 including applicable bank spread.

We are exposed to various market risks, including fluctuations in interest rates. We use interest rate swap agreements to manage our interest costs and reduce our exposure to increases in floating interest rates. We manage our exposure to fluctuations in interest rates by maintaining a mix of fixed and variable rate debt. In April 2010, we entered into $2.0 billion in notional amounts of interest rate swap agreements with durations between 3 and 5 years with an average fixed rate of 2.25%. The notional amounts of interest rate instruments do not represent amounts exchanged by the parties and, thus, are not a measure of exposure to credit loss. The amounts exchanged were determined by reference to the notional amount and the other terms of the contracts. Considering these interest rate swaps, 54% of the principal amount of our debt is effectively fixed.

Item 4. Controls and Procedures.

As of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures with respect to the information generated for use in this quarterly report. The evaluation was based in part upon reports and certifications provided by a number of executives. Based upon, and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon the above evaluation, we believe that our controls provide such reasonable assurances.

There was no change in our internal control over financial reporting during the quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION.

Item 1.

Legal Proceedings.

~~We and our~~Patent parent companies are defendants or co-defendants in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. Other industry participants are also defendants in certain of these cases, and, in many cases, we expect that any potential liability would be the responsibility of our equipment vendors pursuant to applicable contractual indemnification provisions. In the event that a court ultimately determines that we infringe on any intellectual property rights, we may be subject to substantial damages and/or an injunction that could require us or our vendors to modify certain products and services we offer to our subscribers. While we believe the lawsuits are without merit and intend to defend the actions vigorously, the lawsuits could be material to our consolidated results of operations of any one period, and no assurance can be given that any adverse outcome would not be material to our consolidated financial condition, results of operations or liquidity.Litigation

~~We and our~~Ronald ~~parent~~A. ~~companies~~Katz ~~are~~Technology ~~party~~Licensing, toL.P. ~~other~~v. ~~lawsuits~~Charter ~~and~~Communications, ~~claims~~Inc. ~~that~~et. ~~arise~~al. inOn ~~the ordinary~~September ~~course~~5, of2006, ~~conducting~~Ronald ~~our~~A. ~~business~~Katz Technology Licensing, L. ~~The~~P. ~~ultimate~~served ~~outcome~~a lawsuit on Charter and a group of ~~these~~ other ~~legal~~companies ~~matters~~in ~~pending~~the ~~against~~U. usS. orDistrict ~~our parent~~Court ~~companies~~for ~~cannot be~~the ~~predicted,~~District ~~and~~of ~~although~~Delaware ~~such~~alleging ~~lawsuits~~that Charter and ~~claims~~the ~~are~~other ~~not~~defendants ~~expected individually~~have toinfringed ~~have~~its ainteractive ~~material~~telephone ~~adverse~~patents. ~~effect~~Charter ondenied ~~our~~the ~~consolidated~~allegations ~~financial condition~~raised in the complaint. On March 20, ~~results~~2007, ofthe ~~operations~~Judicial orPanel ~~liquidity~~on Multi-District Litigation transferred this case, ~~such~~along ~~lawsuits~~with ~~could~~24 ~~have~~others, in to the ~~aggregate,~~ aU.S. ~~material~~District ~~adverse~~Court ~~effect~~for onthe ~~our~~Central District of California for coordinated and consolidated ~~financial~~pretrial ~~condition, results~~proceedings. ofCharter ~~operations~~is orvigorously ~~liquidity~~contesting this matter.

Rembrandt Patent Litigation. On June 6, 2006, Rembrandt Technologies, LP sued Charter and several other cable companies in the U.S. District Court for the Eastern District of Texas, alleging that each defendant's high-speed data service infringes three patents owned by Rembrandt and that Charter's receipt and retransmission of ATSC digital terrestrial broadcast signals infringes a fourth patent owned by Rembrandt (Rembrandt I). On November 30, 2006, Rembrandt Technologies, LP again filed suit against Charter and another cable company in the U.S. District Court for the Eastern District of Texas, alleging patent infringement of an additional five patents allegedly related to high-speed Internet over cable (Rembrandt II). Charter has denied all of Rembrandt’s allegations. On June 18, 2007, the Rembrandt I and Rembrandt II cases were combined in a multi-district litigation proceeding in the U.S. District Court for the District of Delaware. On November 21, 2007, certain vendors of the equipment that is the subject of Rembrandt I and Rembrandt II cases filed an action against Rembrandt in U.S. District Court for the District of Delaware seeking a declaration of non-infringement and invalidity on all but one of the patents at issue in those cases. On January 16, 2008 Rembrandt filed an answer in that case and a third party counterclaim against Charter and the other MSOs for infringement of all but one of the patents already at issue in Rembrandt I and Rembrandt II cases. On February 7, 2008, Charter filed an answer to Rembrandt’s counterclaims and added a counter-counterclaim against Rembrandt for a declaration of noninfringement on the remaining patent. On October 28, 2009, Rembrandt filed a Supplemental Covenant Not to Sue promising not to sue Charter and the other defendants on eight of the contested patents. One patent remains in litigation, and Charter is vigorously contesting Rembrandt's claims regarding it.

Verizon Patent Litigation. On February 5, 2008, four Verizon entities sued Charter and two other Charter subsidiaries in the U.S. District Court for the Eastern District of Texas, alleging that the provision of telephone service by Charter infringes eight patents owned by the Verizon entities (Verizon I). On December 31, 2008, forty-four Charter entities filed a complaint in the U.S. District Court for the Eastern District of Virginia alleging that Verizon and two of its subsidiaries infringe four patents related to television transmission technology (Verizon II). On February 6, 2009, Verizon responded to the complaint by denying Charter’s allegations, asserting counterclaims for non-infringement and invalidity of Charter’s patents and asserting counterclaims against Charter for infringement of eight patents. On January 15, 2009, Charter filed a complaint in the U.S. District Court for the Southern District of New York seeking a declaration of non-infringement on two patents owned by Verizon (Verizon III). On March 1, 2010, Charter and Verizon settled Verizon I, Verizon II, and Verizon III, and both parties withdrew their respective claims.

We and our parent companies are also defendants or co-defendants in several other unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. Other industry participants are also defendants in certain of these cases, and, in many cases including those described above, we expect that any potential liability would be the responsibility of our equipment vendors pursuant to applicable contractual indemnification provisions.

In the event that a court ultimately determines that we or our parent companies infringe on any intellectual property rights, we may be subject to substantial damages and/or an injunction that could require us or our vendors to modify certain products and services we offer to our subscribers, as well as negotiate royalty or license agreements with respect to the patents at issue. While we believe the lawsuits are without merit and intend to defend the actions vigorously, all of these patent lawsuits could be material to our consolidated results of operations of any one period, and no assurance can be given that any adverse outcome would not be material to our consolidated financial condition, results of operations, or liquidity.

Employment Litigation

On August 28, 2008, a lawsuit was filed against Charter and Charter Communications, LLC (“Charter LLC”) in the United States District Court for the Western District of Wisconsin (now entitled, Marc Goodell et al. v. Charter Communications, LLC and Charter Communications, Inc.). The plaintiffs seek to represent a class of current and former broadband, system and other types of technicians who are or were employed by Charter or Charter LLC in the states of Michigan, Minnesota, Missouri or California. Plaintiffs allege that Charter and Charter LLC violated certain wage and hour statutes of those four states by failing to pay technicians for all hours worked. Although Charter and Charter LLC continue to deny all liability and believe that they have substantial defenses, on March 16, 2010, the parties tentatively settled this dispute subject to court approval. We and our parent companies have been subjected, in the normal course of business, to the assertion of other wage and hour claims and could be subjected to additional such claims in the future. We cannot predict the outcome of any such claims.

Bankruptcy Proceedings

On March 27, 2009, Charter filed its chapter 11 Petition in the United States Bankruptcy Court for the Southern District of New York. On the same day, JPMorgan Chase Bank, N.A., (“JPMorgan”), for itself and as Administrative Agent under the Charter Operating Credit Agreement, filed an adversary proceeding (the “JPMorgan Adversary Proceeding”) in Bankruptcy Court against Charter Operating and CCO Holdings seeking a declaration that there have been events of default under the Charter Operating Credit Agreement. JPMorgan, as well as other parties, objected to the Plan. The Bankruptcy Court jointly held 19 days of trial in the JPMorgan Adversary Proceeding and on the objections to the Plan.

On November 17, 2009, the Bankruptcy Court issued its Order and Opinion confirming the Plan over the objections of JPMorgan and various other objectors. The Court also entered an order ruling in favor of Charter in the JPMorgan Adversary Proceeding. Several objectors attempted to stay the consummation of the Plan, but those motions were denied by the Bankruptcy Court and the U.S. District Court for the Southern District of New York. Charter consummated the Plan on November 30, 2009 and reinstated the Charter Operating Credit Agreement and certain other debt of its subsidiaries.

Six appeals were filed relating to confirmation of the Plan. The parties initially pursuing appeals were: (i) JPMorgan; (ii) Wilmington Trust Company (“Wilmington Trust”) (as indenture trustee for the holders of the 8% Senior Second Lien Notes due 2012 and 8.375% senior second lien notes due 2014 issued by and among Charter Operating and Charter Communications Operating Capital Corp. and the 10.875% senior second lien notes due 2014 issued by and among Charter Operating and Charter Communications Operating Capital Corp.); (iii) Wells Fargo Bank, N.A. (“Wells Fargo”) (in its capacities as successor Administrative Agent and successor Collateral Agent for the third lien prepetition secured lenders to CCO Holdings under the CCO Holdings credit facility); (iv) Law Debenture Trust Company of New York (“Law Debenture Trust”) (as the Trustee with respect to the $479 million in aggregate principal amount of 6.50% convertible senior notes due 2027 issued by Charter which are no longer outstanding following consummation of the Plan); (v) R2 Investments, LDC (“R2 Investments”) (an equity interest holder in Charter); and (vi) certain plaintiffs representing a putative class in a securities action against three Charter officers or directors filed in the United States District Court for the Eastern District of Arkansas (Iron Workers Local No. 25 Pension Fund, Indiana Laborers Pension Fund, and Iron Workers District Council of Western New York and Vicinity Pension Fund, in the action styled Iron Workers Local No. 25 Pension Fund v. Allen, et al., Case No. 4:09-cv-00405-JLH (E.D. Ark.).

Charter Operating amended its senior secured credit facilities effective March 31, 2010. In connection with the closing of these amendments, each of Bank of America, N.A. and JPMorgan, for itself and on behalf of the lenders under the Charter Operating senior secured credit facilities, agreed to dismiss the pending appeal of our Confirmation Order pending before the District Court for the Southern District of New York and to waive any objections to our Confirmation Order issued by the United States Bankruptcy Court for the Southern District of New York. The lenders filed their Stipulation of that dismissal and waiver of objections and it was signed by the judge on April 1, 2010 and the case dismissed. On December 3, 2009, Wilmington Trust withdrew its notice of appeal. On April 14, 2010, Wells Fargo filed their Stipulation of Dismissal of their appeal on behalf of the lenders under the CCO Holdings credit facility. This Stipulation was signed by the judge on April 19, 2010 and the case dismissed. Law Debenture Trust and R2 Investments have filed their appeal briefs. The schedule for the securities plaintiffs to file their appeal briefs has not yet been established. We cannot predict the ultimate outcome of the appeals.

Other Proceedings

In March 2009, Gerald Paul Bodet, Jr. filed a putative class action against Charter and Charter Communications Holding Company, LLC (Gerald Paul Bodet, Jr. v. Charter Communications, Inc. and Charter Communications Holding Company, LLC) in the U.S. District Court for the Eastern District of Louisiana. In April 2010, plaintiff filed a Third Amended Complaint which also named Charter Communications, LLC as a defendant. In the Third Amended Complaint, plaintiff alleges that the defendants violated the Sherman Act, state antitrust law and state unjust enrichment law by forcing subscribers to rent a set top box in order to subscribe to cable video services which are not available to subscribers by simply plugging a cable into a cable-ready television. Defendants’ response to the Third Amended Complaint is currently due on May 14, 2010. In June 2009, Derrick Lebryk and Nichols Gladson filed a putative class action against Charter, Charter Communications Holding Company, LLC, CCHC, LLC and Charter Communications Holding, LLC (Derrick Lebryk and Nicholas Gladson v. Charter Communications, Inc., Charter Communications Holding Company, LLC, CCHC, LLC and Charter Communications Holding, LLC) in the U.S. District Court for the Southern District of Illinois. The plaintiffs allege that the defendants violated the Sherman Act based on similar allegations as those alleged in Bodet v. Charter, et al. We understand similar claims have been made against other MSOs. The Charter defendants deny any liability and plan to vigorously contest these cases.

We are also aware of three suits filed by holders of securities issued by us or our subsidiaries. Key Colony Fund, LP. v. Charter Communications, Inc. and Paul W. Allen (sic), was filed in February 2009 in the Circuit Court of Pulaski County, Arkansas and asserts violations of the Arkansas Deceptive Trade Practices Act and fraud claims. Key Colony alleges that it purchased certain senior notes based on representations of Charter and agents and representatives of Paul Allen as part of a scheme to defraud certain Charter noteholders. Clifford James Smith v. Charter Communications, Inc. and Paul Allen, was filed in May 2009 in the United States District Court for the Central District of California. Mr. Smith alleges that he purchased Charter common stock based on statements by Charter and Mr. Allen and that Charter’s bankruptcy filing was not necessary. The defendants’ responded to that Complaint in February 2010 and filed a motion to dismiss thereafter. In April 2010, the court entered an order dismissing the Complaint, holding that Mr. Smith’s claims are expressly released by the Third Party Release and Injunction within Charter’s Plan of Reorganization. Herb Lair, Iron Workers Local No. 25 Pension Fund et al. v. Neil Smit, Eloise Schmitz, and Paul G. Allen (“Iron Workers Local No. 25”), was filed in the United States District Court for the Eastern District of Arkansas on June 1, 2009. Mr. Smit was the Chief Executive Officer and Ms. Schmitz is the Chief Financial Officer of Charter. The plaintiffs, who seek to represent a class of plaintiffs who acquired Charter stock between October 23, 2006 and February 12, 2009, allege that they and others similarly situated were misled by statements by Ms. Schmitz, Mr. Smit, Mr. Allen and/or in Charter SEC filings. The plaintiffs assert violations of the Securities Exchange Act of 1934. In February 2010, the United States Bankruptcy Court for the Southern District of New York held that these plaintiffs’ causes of action were released by the Third Party Release and Injunction within Charter’s Plan of Reorganization. Plaintiffs thereafter filed an appeal with the United States District Court for the Southern District of New York. Charter denies the allegations made by the plaintiffs in these matters, believes all of the claims asserted in these cases were released through the Plan and intends to seek dismissal of these cases and otherwise vigorously contest these cases.

We and our parent companies also are party to other lawsuits and claims that arise in the ordinary course of conducting our business. The ultimate outcome of these other legal matters pending against us or our parent companies cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity, such lawsuits could have in the aggregate a material adverse effect on our consolidated financial condition, results of operations, or liquidity. Whether or not we ultimately prevail in any particular lawsuit or claim, litigation can be time consuming and costly and injure our reputation.

Item 1A. Risk Factors.

~~Our Annual~~Risks ~~Report~~Related onto ~~Form~~Our ~~10-K~~Emergence ~~for~~From the year ended December 31, 2006 includes “Risk Factors” under Item 1A of Part I. Except for the updated risk factors described below, there have been no material changes from the risk factors described in our Form 10-K. The information below updates, and should be read in conjunction with, the risk factors and information disclosed in our Form 10-K.Bankruptcy

~~Risks Related~~Our toactual ~~Significant~~financial ~~Indebtedness~~results ofmay Usvary ~~and~~significantly ~~Our~~from ~~Parent Companies~~the projections filed with the Bankruptcy Court.

~~We and~~In ~~our~~connection ~~parent~~with ~~companies~~the ~~have~~Plan, aCharter ~~significant~~was ~~amount~~required to prepare projected financial information to demonstrate to the Bankruptcy Court the feasibility of ~~debt~~the Plan and ~~may~~our ~~incur significant~~ability ~~additional~~to ~~debt,~~continue ~~including~~operations ~~secured~~upon ~~debt~~emergence from bankruptcy. Charter filed projected financial information with the Bankruptcy Court most recently on May 7, in2009 as part of the Disclosure Statement approved by the Bankruptcy Court. The projections reflect numerous assumptions concerning anticipated future, ~~which~~performance ~~could adversely~~and ~~affect~~prevailing ~~our~~and anticipated market and economic conditions that were and continue to be beyond our ~~parent~~control. ~~companies’~~Projections ~~financial~~are ~~health~~inherently subject to uncertainties and ~~our~~to a wide variety of significant business, economic and ~~their~~ ~~ability~~competitive torisks. ~~react~~Neither the projections nor any version of the Disclosure Statement should be considered or relied upon. After the date of the Disclosure Statement and during 2009, we recognized an impairment to ~~changes~~our franchise values because of the lower than anticipated growth in ~~our~~revenues ~~business~~experienced during the first three quarters of 2009 and an expected reduction of future cash flows as a result of the economic and competitive environment.

~~We and~~ Because our ~~parent~~consolidated ~~companies~~financial ~~have~~statements areflect ~~significant~~fresh ~~amount~~start ofaccounting ~~debt~~adjustments ~~and~~made ~~may~~upon ~~(subject~~emergence ~~to applicable~~from ~~restrictions~~bankruptcy, inand ~~their~~because ~~debt~~of ~~instruments)~~the ~~incur~~effects ~~additional~~of ~~debt in~~ the ~~future. As~~ oftransactions ~~June~~that ~~30,~~became ~~2007,~~effective ~~our~~pursuant ~~total~~to ~~debt~~the ~~was approximately $12.0 billion~~Plan, ~~our~~financial ~~member’s~~information ~~equity~~in ~~was~~the ~~approximately~~post-emergence ~~$623~~financial ~~million~~statements ~~and~~is ~~the~~not ~~deficiency of~~comparable ~~earnings~~ to ~~cover~~our ~~fixed~~financial ~~charges~~information ~~for~~from ~~the~~prior ~~six months ended June 30, 2007 was $178 million~~periods.

~~As of June~~Upon ~~30,~~our ~~2007~~emergence from bankruptcy, we adopted fresh start accounting pursuant to which our ~~parent~~reorganization ~~companies~~value, ~~had~~which ~~approximately~~represents ~~$7.5~~the ~~billion~~fair ~~aggregate principal~~value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets of ~~debt. We~~the ~~and~~entity ~~our~~immediately ~~parent~~after ~~companies~~the ~~will~~reorganization, ~~need~~was allocated to ~~raise~~ ~~additional~~the ~~capital~~fair ~~and/or~~value ~~receive~~of ~~distributions~~assets. orThe ~~payments~~amount ~~from subsidiaries~~remaining inafter ~~order~~allocation of the reorganization value to ~~satisfy~~the ~~our~~fair value of identified tangible and ~~their~~intangible ~~respective~~assets ~~debt obligations. Effective~~is ~~August~~reflected 1as goodwill, ~~2007~~which is subject to periodic evaluation for impairment. Further, anunder ~~additional~~fresh ~~$450~~start ~~million aggregate~~accounting, ~~principal~~the ~~amount~~accumulated oflosses ~~Charter~~included in member’s ~~convertible~~deficit ~~notes~~were ~~are~~eliminated. ~~held~~In addition to fresh start accounting, our consolidated financial statements reflect all effects of the transactions contemplated by ~~Charter Holdco~~the Plan. Thus, our balance sheets and statements of operations data are not comparable in many respects to our consolidated balance sheets and consolidated statements of operations data for periods prior to our adoption of fresh start accounting and prior to accounting for the effects of the reorganization.

~~Because of~~Risks ~~our~~Related ~~and their significant indebtedness, our and our parent companies’ ability~~ to ~~raise~~Our ~~additional~~Significant ~~capital~~Indebtedness at reasonable rates or at all is uncertain, and our and our parent companies’ ability to make distributions or payments to our and their respective parent companies is subject to availability of funds and restrictions under our and our subsidiaries’ applicable debt instruments and under applicable law. If we find it necessary to engage in a recapitalization or other similar transaction, our noteholders might not receive principal and interest payments to which they are contractually entitled.

~~Our and our~~We ~~parent~~have ~~companies’~~a significant amount of debt ~~could~~and ~~have~~may ~~other~~incur ~~important consequences. For~~significant ~~example~~additional debt, ~~the~~including secured debt, ~~will~~in orthe future, which could: adversely affect our financial health and our ability to react to changes in our business.

·We ~~require~~have ~~us to dedicate~~ a significant ~~portion~~amount of ~~our~~debt ~~cash~~and ~~flow~~may ~~from~~(subject ~~operating activities~~ to ~~make~~applicable ~~payments~~restrictions onin our ~~and~~debt ~~our~~instruments) ~~parent~~incur ~~companies’~~additional debt in the future. As of March 31, ~~which~~2010, ~~will~~the ~~reduce~~total ~~our~~principal ~~funds~~amount ~~available~~of ~~for~~debt ~~working~~and ~~capital,~~loans ~~capital~~payable-related ~~expenditures~~party of CCH II and ~~other~~its ~~general~~subsidiaries ~~corporate~~was ~~expenses;~~approximately $12.9 billion.

·Because ~~limit~~of our ~~flexibility~~significant inindebtedness, ~~planning~~our ~~for,~~and orour ~~reacting~~parent companies’ ability to raise additional capital at reasonable rates, ~~changes~~or inat ~~our~~all, ~~business~~is uncertain, and the ~~cable~~ability ~~and~~of ~~telecommunications~~our ~~industries~~subsidiaries to make distributions or payments to their respective parent companies is subject to availability of funds and ~~the~~restrictions ~~economy~~under atapplicable ~~large;~~debt instruments and under applicable law.

27Our significant amount of debt could have other important consequences. For example, the debt will or could:

· ~~place~~make us atvulnerable ato ~~disadvantage~~interest asrate ~~compared~~increases, tobecause approximately 61% of our ~~competitors~~borrowings ~~that~~are, ~~have~~and ~~proportionately~~may ~~less~~continue ~~debt~~to be, subject to variable rates of interest;

· ~~make~~expose us ~~vulnerable~~ to increased interest ~~rate~~expense ~~increases,~~to ~~because~~the ~~approximately~~extent ~~33%~~we ofrefinance ~~our~~existing ~~borrowings~~debt ~~are,~~with ~~and~~higher ~~will~~cost ~~continue to be, subject to variable rates of interest~~debt;

· ~~expose~~require us to ~~increased~~dedicate ~~interest~~a ~~expense~~significant asportion weof ~~refinance~~our ~~existing~~cash ~~lower~~flow ~~interest~~from ~~rate~~operating ~~instruments~~activities to make payments on our debt, reducing our funds available for working capital, capital expenditures, and other general corporate expenses;

·	limit our flexibility in planning for, or reacting to, changes in our business, the cable and telecommunications industries, and the economy at large;

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

·	adversely affect our relationship with customers and suppliers;

· limit our and our parent companies’ ability to borrow additional funds in the future, or to access financing at the necessary level of the capital structure, due to applicable financial and restrictive covenants in our debt;

· make it more difficult for us ~~to satisfy our obligations to the holders of our notes~~ and ~~to the lenders under~~ our ~~credit facilities as well as our~~ parent companies’ ~~ability~~ to ~~satisfy~~obtain ~~their obligations to their noteholders~~financing; ~~and~~

·	make it more difficult for us to satisfy the obligations to the holders of our notes and for us to satisfy our obligations to the lenders under our credit facilities; and

·	limit future increases in the value, or cause a decline in the value of Charter’s equity, which could limit Charter’s ability to raise additional capital by issuing equity.

A default by us or one of our parent companies under our and their debt obligations could result in the acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our and our parent companies’ long-term indebtedness. In addition, the secured lenders under our credit facilities and the holders of the Charter Operating senior second-lien notes could foreclose on their collateral, which includes equity interest in our subsidiaries, and exercise other rights of secured creditors. Any default under those credit facilities or the indentures governing Charter’s convertible notes or our and our parent companies’ debt could adversely affect our growth, our financial condition, our results of operations, and our and our parent companies’ ability to make payments on our credit facilities and our and our parent companies’ other debt, and could force us to seek the protection of the bankruptcy laws. We and our parent companies may incur significant additional debt in the future. If current debt amounts increase, the related risks that we now face will intensify.

~~We may~~The ~~not~~agreements beand ~~able~~instruments togoverning ~~access~~our ~~funds~~debt ~~under~~contain ~~the Charter Operating credit facilities if we fail to satisfy the covenant~~ restrictions inand ~~such~~limitations ~~credit~~that ~~facilities, which~~ could ~~adversely~~significantly affect our ~~financial~~ability ~~condition~~to ~~and~~operate our ~~ability~~business, toas ~~conduct~~well as significantly affect our ~~business~~ liquidity.

~~We have historically~~Our ~~relied on access to~~ credit facilities ~~in order to fund operations~~ and tothe ~~service~~indentures ~~parent~~governing ~~company~~our debt, ~~and~~contain wea ~~expect~~number ~~such~~of ~~reliance~~significant tocovenants ~~continue in the~~that ~~future. Our~~could ~~total~~adversely ~~potential~~affect ~~borrowing availability under~~ our ~~revolving~~ ~~credit~~ability ~~facility~~to ~~was~~operate ~~approximately~~our ~~$1.4~~business, ~~billion~~our asliquidity, ofand ~~June~~our ~~30,~~results ~~2007, none~~ of ~~which is limited by covenant restrictions~~operations. ~~There~~ ~~can~~These becovenants ~~no assurance~~restrict, ~~that~~among ~~our~~other ~~actual~~things, ~~availability under~~ our ~~credit~~ability ~~facilities will not be limited by covenant restrictions in the future.~~to:

~~One of the~~· ~~conditions~~incur toadditional the availability of funding under our credit facilities is the absence of a default under such facilities, including as a result of any failure to comply with the covenants under the facilities. Among other covenants, the Charter Operating credit facilities require us to maintain specific leverage ratios. The Charter Operating credit facilities also provide that Charter Operating has to obtain an unqualified audit opinion from its independent accountants for each fiscal year. There can be no assurance that Charter Operating will be able to continue to comply with these or any other of the covenants under the credit facilities.debt;

~~An event of~~· ~~default~~repurchase ~~under the credit facilities~~ or ~~indentures,~~redeem if not waived, could result in the acceleration of those debt obligations and, consequently, could trigger cross defaults under other agreements governing our and our parent companies’ long-term indebtedness. In addition, the secured lenders under the Charter Operating credit facilities and the holders of the Charter Operating senior second-lien notes could foreclose on their collateral, which includes equity ~~interest~~interests ~~in our subsidiaries,~~ and ~~exercise other rights of secured creditors. Any default under those credit facilities or the indentures governing our or our parent companies’~~ debt could adversely affect our growth, our financial condition, our results of operations, and our and our parent companies’ ability to make payments on our credit facilities and our and our parent companies’ other debt, and could force us to seek the protection of the bankruptcy laws, which could materially adversely impact our ability to operate our business and to make payments under our debt instruments.;

~~We depend~~· onissue generating sufficient cash flow and having access to additional external liquidity sources to fund our and our parent companies’ debt obligations, capital expenditures, and ongoing operations.equity;

~~Our ability~~· tomake ~~service~~certain ~~our~~investments ~~and~~or our parent companies’ debt and to fund our planned capital expenditures and ongoing operations will depend on both our and our parent companies’ ability to generate cash flow and our and our parent acquisitions;

28· pay dividends or make other distributions;

~~companies’ access~~· todispose ~~additional~~of ~~external~~assets ~~liquidity~~or ~~sources. Our and our parent companies’ ability to generate cash flow is dependent on many factors, including:~~merge;

· ~~competition~~enter ~~from~~into ~~other~~related ~~distributors,~~party ~~including~~transactions; ~~incumbent telephone companies, direct broadcast satellite operators, wireless broadband providers~~ and ~~DSL providers;~~

· ~~difficulties~~grant inliens ~~introducing~~ and ~~operating~~pledge our telephone services, such as our ability to adequately meet customer expectations for the reliability of voice services, and our ability to adequately meet demand for installations and customer service;assets.

·Additionally, ~~our~~the ~~ability~~Charter Operating credit facilities require Charter Operating to ~~sustain~~comply with a maximum total leverage covenant and ~~grow~~a ~~revenues~~maximum first lien leverage covenant. The breach of any covenants or obligations in our indentures or credit facilities, not otherwise waived or amended, could result in a default under the applicable debt obligations and ~~cash~~could ~~flows~~trigger ~~from~~acceleration ~~operating~~of ~~activities~~those byobligations, ~~offering~~which ~~video~~in turn could trigger cross defaults under other agreements governing our long-term indebtedness. In addition, ~~high~~the secured lenders under the Charter Operating credit facilities, the holders of the Charter Operating senior second-~~speed~~lien ~~Internet~~notes, ~~telephone~~and the secured lenders under the CCO Holdings credit facility could foreclose on their collateral, which includes equity interests in our subsidiaries, and exercise other ~~services~~rights of secured creditors. Any default under those credit facilities or the indentures governing our debt could adversely affect our growth, our financial condition, our results of operations and our ability to ~~maintain~~make ~~and~~payments ~~grow~~on our ~~customer~~notes ~~base~~and credit facilities, ~~particularly~~and incould force us to seek the ~~face~~protection of ~~increasingly~~the ~~aggressive~~bankruptcy ~~competition;~~laws.

·We ~~our~~depend ~~ability~~on togenerating ~~obtain~~(and ~~programming~~having atavailable ~~reasonable~~to ~~prices~~the orapplicable toobligor) ~~adequately~~sufficient ~~raise~~cash ~~prices~~flow to ~~offset~~fund ~~the~~our ~~effects~~debt ofobligations, ~~higher~~capital ~~programming~~expenditures, ~~costs;~~and ongoing operations.

·We ~~general~~are ~~business~~dependent ~~conditions,~~on ~~economic~~our ~~uncertainty~~cash oron ~~slowdown;~~hand and cash flows from operating activities to fund our debt obligations, capital expenditures and ongoing operations.

·Our ~~the~~ability ~~effects~~to ofservice ~~governmental~~our ~~regulation,~~debt ~~including~~and ~~but~~to ~~not~~fund ~~limited~~our toplanned ~~local~~capital expenditures and ~~state~~ongoing ~~franchise~~operations ~~authorities,~~will depend on our ~~business~~ability to generate and grow cash flow and our and our parent companies’ access (by dividend or otherwise) to additional liquidity sources. Our ability to generate and grow cash flow is dependent on many factors, including:

~~Some of these~~· ~~factors are beyond~~ our ~~control. If~~ability ~~we and our parent companies are unable~~ to ~~generate~~sustain ~~sufficient cash flow or access additional external liquidity sources, we~~ and ~~our~~grow ~~parent~~revenues ~~companies may not be able to service~~ and repay our and our parent companies’ debt, operate our business, respond to competitive challenges, or fund our and our parent companies’ other liquidity and capital needs. Although we and our parent companies have been able to raise funds through issuances of debt in the past, we may not be able to access additional sources of external liquidity on similar terms, if at all. We expect that cash ~~on hand, cash~~ flows from operating activities, ~~and~~by ~~the~~offering ~~amounts~~video, ~~available under~~high-speed ~~our~~Internet, ~~credit~~telephone ~~facilities~~and ~~will~~other beservices ~~adequate~~ to ~~meet~~residential ~~our~~ and ~~our~~commercial ~~parent companies’~~customers, ~~cash needs through 2008. We believe that cash flows from operating activities~~ and ~~amounts available under our credit facilities may not be sufficient~~ to ~~fund~~maintain ~~our operations~~ and ~~satisfy~~grow our ~~and~~customer ~~our parent companies’ interest and principal repayment obligations in 2009~~base, ~~and~~particularly ~~will not be sufficient to fund such needs~~ in ~~2010~~the ~~and~~face ~~beyond. See~~of ~~“Part~~increasingly ~~I. Item 2. Management's~~aggressive ~~Discussion~~competition and ~~Analysis~~the ofdifficult ~~Financial~~economic ~~Condition~~conditions ~~and Results~~in ofthe ~~Operations~~United ~~— Liquidity and Capital Resources.”~~ States;

~~Because of~~· ~~our~~the ~~holding~~impact ~~company~~of ~~structure,~~competition ~~our~~from ~~outstanding~~other ~~notes~~distributors, ~~are~~including ~~structurally subordinated~~but innot ~~right~~limited ~~of payment~~ to ~~all~~incumbent ~~liabilities~~telephone ofcompanies, ~~our subsidiaries. Restrictions~~direct inbroadcast ~~our~~satellite ~~subsidiaries’~~operators, ~~debt~~wireless ~~instruments~~broadband providers and ~~under~~ ~~applicable~~DSL ~~law~~providers ~~limit~~and ~~their~~competition ~~ability~~from tovideo ~~provide~~provided ~~funds~~over tothe ~~us or our various parent companies who are debt issuers.~~Internet;

Our primary assets are our equity interests in our subsidiaries. Our operating subsidiaries are separate and distinct legal entities and are not obligated to make funds available to us for payments on our notes or other obligations in the form of loans, distributions or otherwise. Our subsidiaries’ ability to make distributions to us is subject to their compliance with the terms of their credit facilities and indentures and restrictions under applicable law. Under the Delaware limited liability company act, our subsidiaries may only make distributions to us if they have “surplus” as defined in the act. Under fraudulent transfer laws, our subsidiaries may not make distributions to us or the applicable debt issuers to service debt obligations if they are insolvent or are rendered insolvent thereby. The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an entity would be considered insolvent if:33

·	general business conditions, economic uncertainty or downturn and the significant downturn in the housing sector and overall economy;

·	our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);

·	our ability to adequately deliver customer service; and

·	the effects of governmental regulation on our business.

Some of these factors are beyond our control. It is also difficult to assess the impact that the general economic downturn will have on future operations and financial results. The general economic downturn has resulted in reduced spending by customers and advertisers, which has impacted our revenues and our cash flows from operating activities from those that otherwise would have been generated. If we are unable to generate sufficient cash flow or we and our parent companies are unable to access additional liquidity sources, we may not be able to service and repay our debt, operate our business, respond to competitive challenges, or fund our and our parent companies’ other liquidity and capital needs.

Restrictions in our and our subsidiaries' debt instruments and under applicable law limit our and their ability to provide funds to the various debt issuers.

Our primary assets are our equity interests in our subsidiaries. Our operating subsidiaries are separate and distinct legal entities and are not obligated to make funds available for payments on our notes or other obligations in the form of loans, distributions, or otherwise. Charter Operating’s and CCO Holdings’ ability to make distributions to us or the applicable debt issuers to service debt obligations is subject to their compliance with the terms of their credit facilities and indentures, and restrictions under applicable law. Under the Delaware Limited Liability Company Act, our subsidiaries may only make distributions if the relevant entity has “surplus” as defined in the act. Under fraudulent transfer laws, our subsidiaries may not pay dividends if the relevant entity is insolvent or is rendered insolvent thereby. The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an entity would be considered insolvent if:

·	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

· the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they ~~became~~become absolute and mature; or

·	it could not pay its debts as they became due.

While we believe that ~~our~~Charter ~~relevant~~Operating ~~subsidiaries~~and CCO Holdings currently have surplus and are not insolvent, there can otherwise be no assurance that these subsidiaries will not become insolvent or will be permitted to make distributions in the future in compliance with these restrictions in amounts needed to service our indebtedness. Our direct or indirect subsidiaries include the borrowers and guarantors under the ~~Charter~~CCO ~~Operating~~ Holdings and ~~CCO~~Charter ~~Holdings~~Operating credit facilities. ~~Several~~ ofCharter ~~our~~Operating ~~subsidiaries~~is ~~are~~ also ~~obligors~~an obligor, and its subsidiaries are guarantors under ~~other~~ senior ~~high~~second-lien ~~yield~~notes and CCO Holdings is an obligor under its existing senior notes. As of ~~June~~March 3031, ~~2007~~2010, ~~our~~the total principal amount of debt and intercompany loans was approximately $12.09 billion, ofand ~~which~~ approximately $911.53 billion was structurally senior to the CCH II notes.

29In the event of bankruptcy, liquidation, or dissolution of one or more of our subsidiaries, that subsidiary’s assets would first be applied to satisfy its own obligations, and following such payments, such subsidiary may not have sufficient assets remaining to make payments to its parent company as an equity holder or otherwise. In that event:

In · the ~~event~~ oflenders ~~bankruptcy,~~under ~~liquidation~~CCO orHoldings’ ~~dissolution~~credit offacility ~~one~~and orunder ~~more~~Charter ofOperating’s ~~our subsidiaries~~credit facilities and senior second-lien notes, ~~that~~whose ~~subsidiary’s~~interests ~~assets~~are ~~would~~secured ~~first~~by besubstantially ~~applied~~all toof ~~satisfy~~our ~~its~~operating ~~own obligations~~assets, and ~~following~~all ~~such~~holders ~~payments,~~of ~~such~~other ~~subsidiary~~debt ~~may~~of ~~not~~CCO Holdings and Charter Operating, will have ~~sufficient~~ ~~assets~~the ~~remaining~~right to ~~make~~be ~~payments~~paid toin full before us asfrom anany ~~equity~~of ~~holder~~our ~~or otherwise. In~~subsidiaries’ ~~that~~assets; ~~event:~~and

· ~~the~~Charter ~~lenders~~and ~~under~~CCH ~~Charter~~I, ~~Operating’s~~the ~~credit~~holders ~~facilities~~of ~~whose~~preferred membership interests ~~are~~in ~~secured~~our bysubsidiary, ~~substantially~~CC ~~all~~VIII, ofwould ~~our~~have ~~operating~~a ~~assets,~~claim ~~will~~on ~~have~~a ~~the~~portion ~~right~~of toCC beVIII’s ~~paid~~assets inthat ~~full~~may ~~before~~reduce usthe ~~from~~amounts ~~any~~available for repayment to holders of our ~~subsidiaries’~~outstanding ~~assets; and~~notes.

· the holders of preferred membership interests in our subsidiary, CC VIII, would have a claim on a portion of its assets that may reduce the amounts available for repayment to holders of our outstanding notes.34

All of our outstanding debt is subject to change of control provisions. We and our parent companies may not have the ability to raise the funds necessary to fulfill our obligations under our indebtedness following a change of control, which would place us in default under the applicable debt instruments.

We and our parent companies may not have the ability to raise the funds necessary to fulfill our obligations under our notes and our credit facilities following a change of control. Under the indentures governing our notes, upon the occurrence of specified change of control events, the applicable note issuer is required to offer to repurchase all of its outstanding notes. However, we may not have sufficient access to funds at the time of the change of control event to make the required repurchase of the applicable notes, and all of the notes issuers are limited in their ability to make distributions or other payments to their respective parent company to fund any required repurchase. In addition, a change of control under the Charter Operating credit facilities would result in a default under those credit facilities. Because such credit facilities and our subsidiaries’ notes are obligations of our subsidiaries, the credit facilities and our subsidiaries’ notes would have to be repaid by our subsidiaries before their assets could be available to their parent companies to repurchase their notes. Any failure to make or complete a change of control offer would place the applicable note issuer or borrower in default under its notes. The failure of our subsidiaries to make a change of control offer or repay the amounts accelerated under their notes and credit facilities would place them in default.

Risks Related to Our Business

We operate in a very competitive business environment, which affects our ability to attract and retain customers and can adversely affect our business and operations.

The industry in which we operate is highly competitive and has become more so in recent years. In some instances, we compete against companies with fewer regulatory burdens, ~~easier~~better access to financing, greater personnel resources, greater resources for marketing, greater and more favorable brand name recognition, and long-established relationships with regulatory authorities and customers. Increasing consolidation in the cable industry and the repeal of certain ownership rules ~~may~~have ~~provide~~ provided additional benefits to certain of our competitors, either through access to financing, resources, or efficiencies of scale.

Our principal competitors for video services throughout our territory are ~~direct broadcast satellite operators (“~~DBS”) providers. The two largest DBS providers are ~~The~~DirecTV ~~DIRECTV Group, Inc.~~ and ~~Echostar~~DISH ~~Communications, Inc~~Network. Competition from DBS, including intensive marketing efforts with aggressive pricing, ~~and~~ exclusive programming and increased high definition broadcasting has had an adverse impact on our ability to retain customers. DBS has grown rapidly over the last several years. DBS companies have also expanded their activities in the MDU market. The cable industry, including us, has lost a significant number of video customers to DBS competition, and we face serious challenges in this area in ~~the future. In~~ ~~some areas, DBS operators have entered into co-marketing arrangements with other of our competitors to offer service bundles combining video services provided by~~ the ~~DBS operator and digital subscriber line Internet services (“DSL”) along with traditional telephone service offered by the telephone companies~~future. These service bundles substantially resemble our bundles. We believe that competition from DBS service providers may present greater challenges in areas of lower population density, and that our systems service a higher concentration of such areas than those of certain other major cable service providers.

~~Local telephone~~Telephone companies, ~~and~~including ~~electric~~two ~~utilities~~major ~~can~~telephone companies, AT&T and Verizon, offer video and other services in competition with us, and we expect they will increasingly ~~may~~ do so in the future. ~~Two major~~ ~~local~~Upgraded ~~telephone~~portions ~~companies, AT&T and Verizon, have both announced that they are making upgrades~~ of ~~their~~these networks~~. Some~~ ~~upgraded~~carry ~~portions~~two-way ~~of these~~video, ~~networks~~data ~~are~~services orand ~~will~~provide bedigital ~~capable~~voice ofservices ~~carrying~~similar ~~two-way~~to ~~video~~ours. ~~services~~In ~~that are~~the ~~comparable~~case toof ~~ours~~Verizon, high-speed data services ~~that~~ operate at speeds as high as or higher than ~~those we make available to customers in these areas, and digital voice services that are similar to~~ ours. In addition, these companies continue to offer their traditional telephone services, as well as service bundles that include wireless voice services provided by affiliated companies. Based on our internal estimates, we believe that AT&T’s and Verizon’s ~~upgrades~~are ~~have~~offering ~~been~~video ~~completed~~services in ~~systems~~areas ~~representing~~serving approximately 6 25% to 729% of our estimated homes passed as of ~~June~~March 3031, ~~2007~~2010, anand ~~increase~~we ~~from~~have anexperienced ~~estimated 2%~~increased atcustomer ~~March~~losses ~~31,~~in ~~2007~~these areas. AT&T and Verizon have also launched campaigns to capture more of the MDU market. Additional upgrades and product launches are expected in markets in which we operate ~~are~~. ~~expected~~With respect to our Internet access services, we face competition, including intensive marketing efforts and aggressive pricing, from telephone companies and other providers of DSL. In ~~areas~~DSL ~~where~~service ~~they~~competes ~~have~~with ~~launched~~our ~~video~~high-speed Internet service and is often offered at prices lower than our Internet services, although often at speeds lower than the speeds we offer. In addition, in many of our markets, these ~~parties~~ ~~are~~companies ~~aggressively~~have entered into co-marketing arrangements with DBS providers to offer service bundles combining video, ~~voice~~services provided by a DBS provider with DSL and ~~data~~traditional ~~bundles~~telephone atand ~~entry~~wireless ~~level prices~~services offered by the telephone companies and their affiliates. These service bundles offer customers similar topricing ~~those~~and convenience advantages as our bundles. Moreover, as we ~~use~~continue to market our ~~bundles~~telephone offerings, we will face considerable competition from established telephone companies and other carriers.

The existence of more than one cable system operating in the same territory is referred to as an overbuild. Overbuilds could adversely affect our growth, financial condition, and results of operations, by creating or ~~increasing~~ competition. Based on internal estimates, as of June 30, 2007, we are aware of traditional overbuild situations impacting approximately 8% of our estimated homes passed, and potential traditional overbuild situations in areas servicing approximately an additional 1% of our estimated homes passed. Additional overbuild situations may occur in other systems.

With respect to our Internet access services, we face competition, including intensive marketing efforts and aggressive pricing, from telephone companies and other providers of DSL. DSL service is competitive with high-speed Internet service over cable systems. In addition, DBS providers have entered into joint marketing arrangements with Internet access providers to offer bundled video and Internet service, which competes with our 35

30increasing competition. Based on internal estimates and excluding telephone companies, as of March 31, 2010, we are aware of traditional overbuild situations impacting approximately 7% to 8% of our estimated homes passed, and potential traditional overbuild situations in areas servicing approximately an additional 1% of our estimated homes passed. Additional overbuild situations may occur in other systems. In order to attract new customers, from time to time we make promotional offers, including offers of temporarily reduced price or free service. These promotional programs result in significant advertising, programming and operating expenses, and also may require us to make capital expenditures to acquire and install customer premise equipment. Customers who subscribe to our services as a result of these offerings may not remain customers following the end of the promotional period. A failure to retain customers could have a material adverse effect on our business.

ability to provide bundled services to our customers. Moreover, as we expand our telephone offerings, we will face considerable competition from established telephone companies and other carriers.

In order to attract new customers, from time to time we make promotional offers, including offers of temporarily reduced price or free service. These promotional programs result in significant advertising, programming and operating expenses, and also require us to make capital expenditures to acquire customer premise equipment. Customers who subscribe to our services as a result of these offerings may not remain customers for any significant period of time following the end of the promotional period. A failure to retain existing customers and customers added through promotional offerings or to collect the amounts they owe us could have a material adverse effect on our business and financial results.

Mergers, joint ventures, and alliances among franchised, wireless, or private cable operators, DBS providers, local exchange carriers, and others, may provide additional benefits to some of our competitors, either through access to financing, resources, or efficiencies of scale, or the ability to provide multiple services in direct competition with us.

In addition to the various competitive factors discussed above, our business is subject to risks relating to increasing competition for the leisure and entertainment time of consumers. Our business competes with all other sources of entertainment and information delivery, including broadcast television, movies, live events, radio broadcasts, home video products, console games, print media, and the Internet. Technological advancements, such as video-on-demand, new video formats, and Internet streaming and downloading, have increased the number of entertainment and information delivery choices available to consumers, and intensified the challenges posed by audience fragmentation. The increasing number of choices available to audiences could also negatively impact ~~not~~advertisers’ ~~only consumer~~willingness ~~demand~~to ~~for~~purchase ~~our~~advertising ~~products~~from ~~and services~~us, ~~but~~as ~~also~~well ~~advertisers’~~as ~~willingness to~~the ~~purchase~~price ~~advertising~~they ~~from~~are uswilling to pay for advertising. If we do not respond appropriately to further increases in the leisure and entertainment choices available to consumers, our competitive position could deteriorate, and our financial results could suffer.

~~We cannot assure~~Our ~~you~~services ~~that~~may ~~our~~not ~~cable systems will~~ allow us to compete effectively. Additionally, as we expand our offerings to include other telecommunications services, and to introduce new and enhanced services, we will be subject to competition from other providers of the services we offer. We ~~cannot~~Competition ~~predict~~may ~~the~~reduce ~~extent~~our toexpected ~~which~~growth ~~competition~~of ~~may~~future ~~affect our~~cash ~~business~~flows ~~and~~which ~~operations~~may incontribute ~~the~~to future impairments of our franchises and goodwill.

Economic conditions in the United States may adversely impact the growth of our business.

We believe that the weakened economic conditions in the United States, including a continued downturn in the housing market over the past year and increases in unemployment, have adversely affected consumer demand for our services, especially premium services, and have contributed to an increase in the number of homes that replace their traditional telephone service with wireless service thereby impacting the growth of our telephone business and also had a negative impact on our advertising revenue. These conditions have affected our net customer additions and revenue growth during 2009 and contributed to the franchise impairment charge incurred in 2009. If these conditions do not improve, we believe the growth of our business and results of operations will be further adversely affected which may contribute to future impairments of our franchises and goodwill.

We face risks inherent in our telephone and commercial businesses.

We may encounter unforeseen difficulties as we increase the scale of our service offerings to businesses. We sell video, high-speed data and network and transport services to businesses and have increased our focus on growing this business. In order to grow our commercial business, we expect to increase expenditures on technology, equipment and personnel focused on the commercial business. Commercial business customers often require service level agreements and generally have heightened customer expectations for reliability of services. If our efforts to build the infrastructure to scale the commercial business are not successful, the growth of our commercial services business would be limited. Continued growth in our residential telephone business faces risks. The competitive landscape for residential and commercial telephone services is intense; we face competition from providers of Internet telephone services, as well as incumbent telephone companies. Further, we face increasing competition for residential telephone services as more consumers in the United States are replacing traditional telephone service with wireless service. We depend on interconnection and related services provided by certain third parties for the growth of our commercial business. As a result, our ability to implement changes as the services grow may be limited. If we are unable to meet these service level requirements or expectations, our commercial business could be adversely affected. Finally, we expect advances in communications technology, as well as changes in the marketplace and the regulatory and legislative environment. Consequently, we are unable to predict the effect that

ongoing or future developments in these areas might have on our telephone and commercial businesses and operations.

Our exposure to the credit risks of our customers, vendors and third parties could adversely affect our cash flow, results of operations and financial condition.

We are exposed to risks associated with the potential financial instability of our customers, many of whom have been adversely affected by the general economic downturn. Dramatic declines in the housing market over the past year, including falling home prices and increasing foreclosures, together with significant increases in unemployment, have severely affected consumer confidence and caused increased delinquencies or cancellations by our customers or lead to unfavorable changes in the mix of products purchased. The general economic downturn has also affected advertising sales, as companies seek to reduce expenditures and conserve cash. These events have adversely affected, and may continue to adversely affect our cash flow, results of operations and financial condition.

In addition, we are susceptible to risks associated with the potential financial instability of the vendors and third parties on which we rely to provide products and services or to which we outsource certain functions. The same economic conditions that may affect our customers, as well as volatility and disruption in the capital and credit markets, also could adversely affect vendors and third parties and lead to significant increases in prices, reduction in output or the bankruptcy of our vendors or third parties upon which we rely. Any interruption in the services provided by our vendors or by third parties could adversely affect our cash flow, results of operation and financial condition.

We may not have the ability to reduce the high growth rates of, or pass on to our customers, our increasing programming costs, which would adversely affect our cash flow and operating margins.

Programming has been, and is expected to continue to be, our largest operating expense item. In recent years, the cable industry has experienced a rapid escalation in the cost of programming. We expect programming costs to continue to increase, and at a higher rate than in 2009, because of a variety of factors including amounts paid for retransmission consent, annual increases imposed by programmers and additional programming, including high definition and OnDemand programming, being provided to customers. The inability to fully pass these programming cost increases on to our customers has had an adverse impact on our cash flow and operating margins associated with the video product. We have programming contracts that have expired and others that will expire at or before the end of 2010. There can be no assurance that these agreements will be renewed on favorable or comparable terms. To the extent that we are unable to reach agreement with certain programmers on terms that we believe are reasonable we may be forced to remove such programming channels from our line-up, which could result in a further loss of customers.

Increased demands by owners of some broadcast stations for carriage of other services or payments to those broadcasters for retransmission consent are likely to further increase our programming costs. Federal law allows commercial television broadcast stations to make an election between “must-carry” rights and an alternative “retransmission-consent” regime. When a station opts for the latter, cable operators are not allowed to carry the station’s signal without the station’s permission. In some cases, we carry stations under short-term arrangements while we attempt to negotiate new long-term retransmission agreements. If negotiations with these programmers prove unsuccessful, they could require us to cease carrying their signals, possibly for an indefinite period. Any loss of stations could make our video service less attractive to customers, which could result in less subscription and advertising revenue. In retransmission-consent negotiations, broadcasters often condition consent with respect to one station on carriage of one or more other stations or programming services in which they or their affiliates have an interest. Carriage of these other services, as well as increased fees for retransmission rights, may increase our programming expenses and diminish the amount of capacity we have available to introduce new services, which could have an adverse effect on our business and financial results.

Our inability to respond to technological developments and meet customer demand for new products and services could limit our ability to compete effectively.

Our business is characterized by rapid technological change and the introduction of new products and services, some of which are bandwidth-intensive. We may not be able to fund the capital expenditures necessary to keep pace with technological developments, or anticipate the demand of our customers for products and services requiring new technology or bandwidth. Our inability to maintain and expand our upgraded systems and provide advanced services

in a timely manner, or to anticipate the demands of the marketplace, could materially adversely affect our ability to attract and retain customers. Consequently, our growth, financial condition and results of operations could suffer materially.

We depend on third party service providers, suppliers and licensors; thus, if we are unable to procure the necessary services, equipment, software or licenses on reasonable terms and on a timely basis, our ability to offer services could be impaired, and our growth, operations, business, financial results and financial condition could be materially adversely affected.

We depend on third party service providers, suppliers and licensors to supply some of the services, hardware, software and operational support necessary to provide some of our services. We obtain these materials from a limited number of vendors, some of which do not have a long operating history or which may not be able to continue to supply the equipment and services we desire. Some of our hardware, software and operational support vendors, and service providers represent our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity. If demand exceeds these vendors’ capacity or if these vendors experience operating or financial difficulties, or are otherwise unable to provide the equipment or services we need in a timely manner and at reasonable prices, our ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay our ability to serve our customers. These events could materially and adversely affect our ability to retain and attract customers, and have a material negative impact on our operations, business, financial results and financial condition. A limited number of vendors of key technologies can lead to less product innovation and higher costs. For these reasons, we generally endeavor to establish alternative vendors for materials we consider critical, but may not be able to establish these relationships or be able to obtain required materials on favorable terms.

In that regard, we currently purchase set-top boxes from a limited number of vendors, because each of our cable systems use one or two proprietary conditional access security schemes, which allows us to regulate subscriber access to some services, such as premium channels. We believe that the proprietary nature of these conditional access schemes makes other manufacturers reluctant to produce set-top boxes. Future innovation in set-top boxes may be restricted until these issues are resolved. In addition, we believe that the general lack of compatibility among set-top box operating systems has slowed the industry’s development and deployment of digital set-top box applications.

Malicious and abusive Internet practices could impair our high-speed Internet services.

Our high-speed Internet customers utilize our network to access the Internet and, as a consequence, we or they may become victim to common malicious and abusive Internet activities, such as peer-to-peer file sharing, unsolicited mass advertising (i.e., “spam”) and dissemination of viruses, worms, and other destructive or disruptive software. These activities could have adverse consequences on our network and our customers, including degradation of service, excessive call volume to call centers, and damage to our or our customers’ equipment and data. Significant incidents could lead to customer dissatisfaction and, ultimately, loss of customers or revenue, in addition to increased costs to service our customers and protect our network. Any significant loss of high-speed Internet customers or revenue, or significant increase in costs of serving those customers, could adversely affect our growth, financial condition and results of operations.

For tax purposes, Charter experienced a deemed ownership change upon emergence from Chapter 11 bankruptcy, resulting in an annual limitation on Charter’s ability to use its existing net operating loss carryforwards. Charter could experience another deemed ownership change in the future that could further limit its ability to use its net operating loss carryforwards.

As of December 31, 2009, Charter had approximately $6.3 billion of federal tax net operating losses, resulting in a gross deferred tax asset of approximately $2.2 billion, expiring in the years 2014 through 2028. These losses resulted from the operations of Charter Holdco and its subsidiaries. In addition, as of December 31, 2009, Charter had state tax net operating losses, resulting in a gross deferred tax asset (net of federal tax benefit) of approximately $209 million, generally expiring in years 2010 through 2028. Due to uncertainties in projected future taxable income, valuation allowances have been established against the gross deferred tax assets for book accounting purposes, except for deferred benefits available to offset certain deferred tax liabilities. Such tax net operating losses can accumulate and be used to offset our future taxable income. The consummation of the Plan generated an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In

general, an “ownership change” occurs whenever the percentage of the stock of a corporation owned, directly or indirectly, by “5-percent stockholders” (within the meaning of Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of the stock of such corporation owned, directly or indirectly, by such “5-percent stockholders” at any time over the preceding three years. As a result, Charter is subject to an annual limitation on the use of its net operating losses. Further, Charter’s net operating loss carryforwards have been reduced by the amount of the cancellation of debt income resulting from the Plan that was allocable to Charter. The limitation on Charter’s ability to use its net operating losses, in conjunction with the net operating loss expiration provisions, could reduce Charter’s ability to use a portion of its net operating losses to offset future taxable income which could result in Charter being required to make material cash tax payments. Charter’s ability to make such income tax payments, if any, will depend at such time on Charter’s liquidity or Charter’s ability to raise additional capital, and/or on receipt of payments or distributions from Charter Holdco and its subsidiaries, including CCH II.

If Charter were to experience a second ownership change in the future (as a result of purchases and sales of stock by Charter’s 5-percent stockholders, new issuances or redemptions of Charter’s stock, certain acquisitions of Charter’s stock and issuances, redemptions, sales or other dispositions or acquisitions of interests in Charter’s 5-percent stockholders), Charter’s ability to use its net operating losses could become subject to further limitations. In accordance with the Plan, Charter’s common stock is subject to certain transfer restrictions contained in our amended and restated certificate of incorporation. These restrictions, which are designed to minimize the likelihood of an ownership change occurring and thereby preserve Charter’s ability to utilize its net operating losses, are not currently operative but could become operative in the future if certain events occur and the restrictions are imposed by Charter’s board of directors. However, there can be no assurance that Charter’s board of directors would choose to impose these restrictions or that such restrictions, if imposed, would prevent an ownership change from occurring.

If we are unable to attract new key employees, the ability of our parent companies to manage our business could be adversely affected.

Our operational results during the recent prolonged economic downturn and our bankruptcy have depended, and our future results will depend, upon the retention and continued performance of our management team. Our former President and Chief Executive Officer, Neil Smit, resigned effective February 28, 2010 and our Chief Operating Officer, Michael J. Lovett, assumed the additional title of Interim President and Chief Executive Officer at that time. On April 12, 2010, Mr. Lovett was appointed President and Chief Executive Officer and elected to Charter’s Board of Directors. On that same day, Charter announced that Eloise Schmitz, our Executive Vice President and Chief Financial Officer, would be leaving Charter effective July 31, 2010. Accordingly, Charter will be conducting a search for a candidate to fill the position of Chief Financial Officer. Our parent companies’ ability to hire new key employees for management positions could be impacted adversely by the competitive environment for management talent in the telecommunications industry. The loss of the services of key members of management and the inability to hire new key employees could adversely affect our ability to manage our business and our future operational and financial results.

Risks Related to Ownership Positions of Charter’s Principal Shareholders

If we were to have a person with a 35% or greater voting interest and Paul G. Allen did not maintain a voting interest in us greater than such holder, a change of control default could be triggered under our subsidiary's credit facilities.

On March 31, 2010, Charter Operating entered into an amended and restated credit agreement governing its credit facility. Such amendment removed the requirement that Mr. Allen retain a voting interest in us. However, the credit agreement continues to provide that a change of control under certain of our other debt instruments could result in an event of default under the credit agreement. Certain of those other instruments define a change of control as including a holder holding more than 35% of our direct or indirect voting interest and the failure by (a) Mr. Allen, (b) his estate, spouse, immediate family members and heirs and (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners or other owners of which consist exclusively of Mr. Allen or such other persons referred to in (b) above or a combination thereof to maintain a greater percentage of direct or indirect voting interest than such other holder. Such a default could result in the acceleration of repayment of our indebtedness, including borrowings under the Charter Operating credit facilities.

Mr. Allen maintains a substantial voting interest in us and may have interests that conflict with the interests of the holders of our notes; Charter’s principal stockholders, other than Mr. Allen, own a significant amount of Charter’s common stock, giving them influence over corporate transactions and other matters.

As of March 31, 2010, Mr. Allen beneficially owned approximately 40% of the voting power of the capital stock of Charter, and he has the right to elect four of Charter’s eleven board members. Mr. Allen thus has the ability to influence fundamental corporate transactions requiring equity holder approval, including, but not limited to, the election of Charter’s directors, approval of merger transactions involving Charter and the sale of all or substantially all of Charter’s assets. Charter’s other principal stockholders have appointed members to Charter’s board of directors in accordance with the Plan, including Messrs. Zinterhofer and Glatt, who are employees of Apollo Management, L.P., and Mr. Karsh, who was appointed by Oaktree Opportunities Investments, L.P. and is the president of Oaktree Capital Management, L.P. Funds affiliated with AP Charter Holdings, L.P. beneficially hold approximately 31% of the Class A common stock of Charter representing approximately 20% of the vote. Oaktree Opportunities Investments, L.P. and certain affiliated funds beneficially hold approximately 18% of the Class A common stock of Charter representing approximately 11% of the vote. Funds advised by Franklin Advisers, Inc. beneficially hold approximately 19% of the Class A common stock of Charter representing approximately 12% of the vote. Charter’s principal stockholders may be able to exercise substantial influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate action, such as mergers and other business combination transactions should these stockholders retain a significant ownership interest in us.

Charter’s principal stockholders are not restricted from investing in, and have invested in, and engaged in, other businesses involving or related to the operation of cable television systems, video programming, high-speed Internet service, telephone or business and financial transactions conducted through broadband interactivity and Internet services. The principal stockholders may also engage in other businesses that compete or may in the future compete with us.

The principal stockholders’ substantial influence over our management and affairs could create conflicts of interest if any of them were faced with decisions that could have different implications for them and us.

Risks Related to Regulatory and Legislative Matters

Our ~~cable~~ ~~system~~business ~~franchises~~is ~~are~~subject ~~non-exclusive.~~to ~~Accordingly,~~extensive ~~local~~governmental ~~franchising authorities~~legislation ~~can grant additional franchises~~ and ~~create competition in market areas where none existed previously~~regulation, ~~resulting in overbuilds,~~ which could adversely affect ~~results~~our ~~of operations~~business.

~~Our cable system~~Regulation ~~franchises~~of ~~are~~the ~~non-exclusive. Consequently,~~cable ~~local~~industry ~~franchising authorities~~has ~~can~~increased ~~grant~~cable ~~additional~~operators’ ~~franchises~~operational toand ~~competitors~~administrative inexpenses ~~the~~and ~~same geographic~~limited ~~area or operate~~ their ~~own cable systems~~revenues. In ~~addition,~~Cable ~~certain telephone~~operators ~~companies~~ are ~~seeking~~subject ~~authority~~ to ~~operate in communities without first obtaining a local franchise. As a result~~, ~~competing~~among ~~operators~~other 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.things:

~~Legislative proposals~~· ~~have~~rules ~~been~~governing introduced in many state legislatures that would greatly streamline cable franchising. This legislation is intended to facilitate entry by new competitors, particularly local telephone companies. Such legislation has passed in numerous states, including states where we have significant operations. Although most of these states have provided some regulatory relief for incumbent cable operators, some of these proposals are viewed as being more favorable to new entrants due to a number of factors, including efforts to withhold streamlined cable franchising from incumbents until after the ~~expiration~~provision of their existing franchises, and the potential for new entrants to serve only higher-income areas of a particular community. To the extent we are not able to avail ourselves of this streamlined franchising process, we may continue to be subject to more onerous franchise requirements at the local level than new entrants. In March 2007, the FCC released a ruling designed to streamline competitive cable ~~franchising. Among~~ ~~other~~equipment ~~things, the FCC prohibited local franchising authorities from imposing “unreasonable” build-out requirements~~ and ~~established a~~compatibility mechanism whereby competing providers can secure “interim authority” to offer cable service if the local franchising authority has not acted on a franchise application within 90 days (in the case of competitors with ~~existing~~new ~~right of way~~digital ~~authority) or 180 days (in the case of competitors without existing right of way authority). Local regulators have appealed the FCC’s ruling.~~technologies;

31· rules and regulations relating to subscriber and employee privacy;

~~We may~~· belimited ~~required~~rate to provide access to our network to other Internet service providers, which could significantly increase our competition and adversely affect our ability to provide new products and services.regulation;

~~A number of~~· ~~companies,~~rules ~~including~~governing ~~independent Internet service providers, or ISPs, have requested local authorities and~~ the ~~FCC~~copyright toroyalties ~~require cable operators to provide non-discriminatory access to cable’s broadband infrastructure, so~~ that ~~these companies~~must may deliver Internet services directly to customers over cable facilities. In a 2005 ruling, commonly referred to as Brand X, the Supreme Court upheld an FCC decision making it less likely that any nondiscriminatory “open access” requirements (which are generally associated with common carrier regulation of “telecommunications services”) will be ~~imposed on~~paid the cable industry by local, state or federal authorities. The Supreme Court held that the FCC was correct in classifying cable provided Internet service as an “information service,” rather than a “telecommunications service.” Notwithstanding Brand X, there has been continued advocacy by certain Internet content providers and consumer groups for ~~new federal~~retransmitting ~~laws~~broadcast or regulations to adopt so-called “net neutrality” principles limiting the ability of broadband network owners (like us) to manage and control their own networks. The proposals might prevent network owners, for example, from charging bandwidth intensive content providers, such as certain online gaming, music, and video service providers, an additional fee to ensure quality delivery of the services to consumers. If we were required to allocate a portion of our bandwidth capacity to other Internet service providers, or were prohibited from charging heavy bandwidth intensive services a fee for use of our networks, we believe that it could impair our ability to use our bandwidth in ways that would generate maximum revenues. In April 2007, the FCC issued a notice of inquiry regarding the marketing practices of broadband providers as a precursor to considering the need for any FCC regulation of internet service providers.signals;

·	requirements governing when a cable system must carry a particular broadcast station and when it must first obtain retransmission consent to carry a broadcast station;

·	requirements governing the provision of channel capacity to unaffiliated commercial leased access programmers;

·	rules limiting our ability to enter into exclusive agreements with multiple dwelling unit complexes and control our inside wiring;

·	rules, regulations, and regulatory policies relating to provision of voice communications and high-speed Internet service;

·	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. In March 2010, the FCC submitted its National Broadband Plan to Congress and announced its intention to initiate approximately 40 rulemakings addressing a host of issues related to the delivery of broadband

services, including video, data, voice over Internet protocol (“VoIP”), and other services. The broad reach of these rulemakings could ultimately impact the environment in which we operate. There are also ongoing efforts to amend or expand the federal, state, and local regulation of some of our cable systems, which may compound the regulatory risks we already face, and proposals that might make it easier for our employees to unionize. Certain states and localities are considering new cable and telecommunications taxes that could increase operating expenses.

Our cable system franchises are subject to non-renewal or termination. The failure to renew a franchise in one or more key markets could adversely affect our business.

Our cable systems generally operate pursuant to franchises, permits, and similar authorizations issued by a state or local governmental authority controlling the public rights-of-way. Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, franchises are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system operations. Franchises are generally granted for fixed terms and must be periodically renewed. 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. In some instances, local franchises have not been renewed at expiration, and we have operated and are operating under either temporary operating agreements or without a franchise while negotiating renewal terms with the local franchising authorities.

The traditional cable franchising regime is currently undergoing significant change as a result of various federal and state actions. Some of the new state franchising laws do not allow us to immediately opt into statewide franchising until (i) we have completed the term of the local franchise, in good standing, (ii) a competitor has entered the market, or (iii) in limited instances, where the local franchise allows the state franchise license to apply. In many cases, state franchising laws, and their varying application to us and new video providers, will result in less franchise imposed requirements for our competitors who are new entrants than for us until we are able to opt into the applicable state franchise.

We cannot assure you that we will be able to comply with all significant provisions of our franchise agreements and certain of our franchisors have from time to time alleged that we have not complied with these agreements. Additionally, although historically we have renewed our franchises without incurring significant costs, we cannot assure you that we will be able to renew, or to renew as favorably, our franchises in the future. A termination of or a sustained failure to renew a franchise in one or more key markets could adversely affect our business in the affected geographic area.

Our cable system franchises are non-exclusive. Accordingly, local and state franchising authorities can grant additional franchises and create competition in market areas where none existed previously, resulting in overbuilds, which could adversely affect results of operations.

Our cable system franchises are non-exclusive. Consequently, local and state franchising authorities can grant additional franchises to competitors in the same geographic area or operate their own cable systems. In some cases, local government entities and municipal utilities may legally compete with us without obtaining a franchise from the local franchising authority. In addition, certain telephone companies are seeking authority to operate in communities without first obtaining a local franchise. As a result, competing operators may build systems in areas in which we hold franchises.

In a series of recent rulemakings, the FCC adopted new rules that streamline entry for new competitors (particularly those affiliated with telephone companies) and reduce franchising burdens for these new entrants. At the same time, a substantial number of states recently have adopted new franchising laws. Again, these new laws were principally designed to streamline entry for new competitors, and they often provide advantages for these new entrants that are not immediately available to existing operators. As a result of these new franchising laws and regulations, we have seen an increase in the number of competitive cable franchises or operating certificates being issued, and we anticipate that trend to continue.

Local franchise authorities have the ability to impose additional regulatory constraints on our business, which could further increase our expenses.

In addition to the franchise agreement, cable authorities in some jurisdictions have adopted cable regulatory ordinances that further regulate the operation of cable systems. This additional regulation increases the cost of operating our business. Local franchising authorities may impose new and more restrictive requirements. Local franchising authorities who are certified to regulate rates in the communities where they operate generally have the power to reduce rates and order refunds on the rates charged for basic service and equipment.

Further regulation of the cable industry could cause us to delay or cancel service or programming enhancements, or impair our ability to raise rates to cover our increasing costs, resulting in increased losses.

Currently, rate regulation is strictly limited to the basic service tier and associated equipment and installation activities. However, the FCC and Congress continue to be concerned that cable rate increases are exceeding inflation. It is possible that either the FCC or Congress will further restrict the ability of cable system 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 losses would increase. There has been legislative and regulatory interest in requiring cable operators to offer historically combined programming services on an á la carte basis. It is possible that new marketing restrictions could be adopted in the future. Such restrictions could adversely affect our operations.

Actions by pole owners might subject us to significantly increased pole attachment costs.

Pole attachments are cable wires that are attached to utility poles. Cable system attachments to public utility poles historically have been regulated at the federal or state level, generally resulting in favorable pole attachment rates for attachments used to provide cable service. The FCC previously determined that the lower cable rate was applicable to the mixed use of a pole attachment for the provision of both cable and Internet access services. However, in late 2007, the FCC issued a Notice of Proposed Rulemaking (“NPRM”), in which it “tentatively concludes” that this approach should be modified. In 2009, a group of electric utilities petitioned the FCC to increase the pole attachment rates applicable to voice service provided through any technology. These changes could affect the pole attachment rates we pay when we offer either data or voice services over our broadband facility. Any changes in the FCC approach could result in a substantial increase in our pole attachment costs. In its recently released National Broadband Plan, however, the FCC suggested it might actually lower the pole attachment rates applicable to telecommunications delivery.

Increasing regulation of our Internet service product could adversely affect our ability to provide new products and services.

There has been continued advocacy by certain Internet content providers and consumer groups for new federal laws or regulations to adopt so-called “net neutrality” principles limiting the ability of broadband network owners (like us) to manage and control their own networks. In August 2005, the FCC issued a nonbinding policy statement identifying four principles to guide its policymaking regarding high-speed Internet and related services. These principles provide that consumers are entitled to: (i) access lawful Internet content of their choice; (ii) run applications and services of their choice, subject to the needs of law enforcement; (iii) connect their choice of legal devices that do not harm the network; and (iv) enjoy competition among network providers, application and service providers, and content providers. In August 2008, the FCC issued an order concerning one Internet network management practice in use by another cable operator, effectively treating the four principles as rules and ordering a change in network management practices. In October 2009, the FCC released a NPRM seeking additional comment on draft rules to codify these principles and to consider further network neutrality requirements. On April 6, 2010, the United States Court of Appeals for the D.C. Circuit vacated the FCC’s 2008 order which may impact this October 2009 rulemaking. Additional proposals for legislation or additional regulatory efforts by the FCC could impose new obligations on high-speed Internet providers. Any such rules or statutes could limit our ability to manage our cable systems (including use for other services), to obtain value for use of our cable systems and respond to competitive competitions.

Changes in channel carriage regulations could impose significant additional costs on us.

Cable operators also face significant regulation of their channel carriage. We can be required to devote substantial capacity to the carriage of programming that we might not carry voluntarily, including certain local broadcast signals,; local public, educational and government access (“PEG”) programming,; and unaffiliated, commercial leased access programming (required channel capacity for use by persons unaffiliated with the cable operator who desire to distribute programming over a cable system). ~~This~~ The FCC adopted a plan in 2007 addressing the cable industry’s broadcast carriage ~~burden~~obligations ~~could~~once ~~increase~~the broadcast industry migration from analog to digital transmission is completed, which occurred in June 2009. Under the ~~future~~FCC’s plan, ~~particularly~~ ifmost wecable systems are required to ~~carry~~offer both an analog and digital ~~versions~~ version of local broadcast signals ~~(dual~~for ~~carriage)~~three oryears after the June 12, 2009 digital transition date. This burden could increase further if we are required to carry multiple ~~program~~programming streams included ~~with~~within a single digital broadcast transmission (multicast carriage)~~. Additional~~ ~~government-mandated~~or if our broadcast carriage obligations ~~could~~are ~~disrupt~~otherwise ~~existing~~expanded. ~~programming~~At ~~commitments~~the same time, ~~interfere~~the ~~with our preferred~~cost ~~use~~that ofcable ~~limited~~operators ~~channel~~face ~~capacity,~~to ~~and~~secure ~~limit~~retransmission ~~our~~consent ~~ability~~for tothe ~~offer services~~carriage ~~that~~of ~~would~~popular ~~maximize~~broadcast ~~our~~stations ~~revenue~~is ~~potential~~increasing significantly. The FCC ~~recently initiated~~also aadopted new ~~rulemaking~~commercial toleased ~~explore~~access ~~the~~rules ~~cable~~(currently ~~industry’s~~stayed ~~carriage~~while ~~obligations once~~under appeal) which dramatically reduce the ~~broadcast~~rate ~~industry~~we ~~transition~~can ~~from~~charge ~~analog~~for toleasing ~~digital~~this ~~transmission is completed~~capacity inand ~~February~~dramatically ~~2009~~increase our associated administrative burdens. ~~The~~ ~~FCC~~These isregulatory ~~considering~~changes ~~new~~could ~~carriage obligations~~disrupt inexisting anprogramming ~~effort~~commitments, interfere with our preferred use of limited channel capacity, and limit our ability to ~~facilitate~~offer services that ~~transition~~would maximize our revenue potential. It is possible that ~~could~~other ~~increase the capacity~~legal ~~cable~~restraints ~~operators~~will ~~must~~be ~~devote~~adopted tolimiting ~~the~~our ~~retransmission~~discretion ofover ~~broadcast signals~~programming decisions.

Offering voice communications service may subject us to additional regulatory burdens, causing us to incur additional costs.

We offer voice communications services over our broadband network and continue to develop and deploy VoIP services. The FCC has declared that certain VoIP services are not subject to traditional state public utility regulation. The full extent of the FCC preemption of state and local regulation of VoIP services is not yet clear. Expanding our offering of these services may require us to obtain certain authorizations, including federal and state licenses. We may not be able to obtain such authorizations in a timely manner, or conditions could be imposed upon such licenses or authorizations that may not be favorable to us. The FCC has extended certain traditional telecommunications requirements, such as E911, Universal Service fund collection, CALEA, Customer Proprietary Network Information and telephone relay requirements to many VoIP providers such as us. Telecommunications companies generally are subject to other significant regulation which could also be extended to VoIP providers. If additional telecommunications regulations are applied to our VoIP service, it could cause us to incur additional costs.

Item 5. Other Information

On April 12, 2010, Michael J. Lovett, who had been our Interim President and Chief Executive Officer and Chief Operating Officer, was appointed President and Chief Executive Officer and elected to Charter’s Board of Directors. As of May 3, 2010, we appointed Marwan Fawaz, previously our Executive Vice President and Chief Technology Officer, to the office of Executive Vice President, Operations and Chief Technology Officer. Also, as of May 3, 2010, Charter and Mr. Fawaz entered into an Amendment ("Amendment") to his Amended and Restated Employment Agreement, dated February 23, 2010 ("Agreement"), pursuant to which Mr. Fawaz will serve as Executive Vice President, Operations and Chief Technology Officer, with such responsibilities, duties and authority including overall management responsibility for technology and engineering and for supervising our operations. Under the Amendment, Mr. Fawaz is to receive a base salary of not less than $650,000 per annum, a Target Bonus under Charter’s Executive Bonus Plan of 125%, and a grant of stock options to purchase 100,000 shares of the Charter’s Class A common stock, to be granted at the time other participants receive their 2010 stock option grants. The Amendment shall be effective for a period of 12 months, after which time the terms of Mr. Fawaz's employment shall revert to those contained in the Agreement.

Item 6. Exhibits.

The index to the exhibits begins on page E-1 of this quarterly report.

3243

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, ~~CCH II~~Charter Communications, ~~LLC~~ ~~and CCH II Capital Corp~~Inc. ~~have~~has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.

CCH II, LLC

Registrant

By: CHARTER COMMUNICATIONS INC., Sole Manager

Dated: May 10, 2010	By: /s/ Kevin D. Howard
	Name:	Kevin D. Howard
	Title:	Senior Vice President - Finance, Controller and Chief Accounting Officer

Dated: August 13, 2007	By: /s/ Kevin D. Howard
	Name:	Kevin D. Howard
	Title:	Vice President and
		Chief Accounting Officer

CCH II CAPITAL CORP.

Registrant

Dated: August 13, 2007	By: /s/ Kevin D. Howard
Dated: May 10, 2010	By: /s/ Kevin D. Howard
	Name:	Kevin D. Howard
	Title:	Senior Vice President - Finance, Controller and Chief Accounting Officer
		Chief Accounting Officer

S-1

EXHIBIT INDEX

Exhibit Number		Description of Document
Exhibit		Description
3.1		Certificate of Formation of CCH II, LLC (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).
2.1		Debtors’ Disclosure Statement filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on May 1, 2009 with the United States Bankruptcy Court for the Southern District of New York in Case No. 09-11435 (Jointly Administered) (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 6, 2009 (File No. 001-33664)).
3.2		Amended and Restated Limited Liability Company Agreement of CCH II, LLC, dated as of July 10, 2003 (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).
2.2		Debtors’ Joint Plan of Reorganization filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on July 15, 2009 with the United States Bankruptcy Court for the Southern District of New York in Case No. 09-11435 (Jointly Administered) (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 6, 2009 (File No. 001-33664)).
3.3		Certificate of Incorporation of CCH II Capital Corporation (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).
3.1		Certificate of Formation of CCH II, LLC (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).
3.4		Amended and Reinstated By-laws of CCH II Capital Corporation (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).
3.2		Amended and Restated Limited Liability Company Agreement of CCH II, LLC, dated as of November 30, 2009 (incorporated by reference to Exhibit 3.2 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corp. filed on January 15, 2010 (File No. 333-164381)).
12.1*		Computation of Ratio of Earnings to Fixed Charges
3.3		Amended and Restated Certificate of Incorporation of CCH II Capital Corp. dated effective November 30, 2009(incorporated by reference to Exhibit 3.2 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corp. filed on January 15, 2010 (File No. 333-164381)).
31.1*		Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
3.4		Amended and Reinstated By-laws of CCH II Capital Corporation (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the registration statement on Form S-4 of CCH II, LLC and CCH II Capital Corporation filed on March 24, 2004 (File No. 333-111423)).
31.2*		Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
4.1		Indenture relating to the 13.50% Senior Notes due 2016, dated as of November 30, 2009, among CCH II, LLC, CCH II Capital Corp. and The Bank of New York Mellon Trust Company, NA (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on December 4, 2009 (File No. 000-27927)).
32.1*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
10.1		Indenture relating to the 8-3/4 % Senior Notes due 2013, dated as of November 10, 2003, by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Charter Communications, Inc.’s current report on Form 8-K filed on November 12, 2003 (File No. 000-27927)).
32.2*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
10.2		Indenture relating to the 8% senior second lien notes due 2012 and 83/8 % senior second lien notes due 2014, dated as of April 27, 2004, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and Wells Fargo Bank, N.A. as trustee (incorporated by reference to Exhibit 10.32 to Amendment No. 2 to the registration statement on Form S-4 of CCH II, LLC filed on May 5, 2004 (File No. 333-111423)).
10.3(a)		Indenture relating to the 10.875% senior second lien notes due 2014 dated as of March 19, 2008, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and Wilmington Trust Company, trustee (incorporated by reference to Exhibit 10.1 to the quarterly report filed on Form 10-Q of Charter Communications, Inc. filed on May 12, 2008 (File No. 000-027927)).
10.3(b)		Collateral Agreement, dated as of March 19, 2008 by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC and certain of its subsidiaries in favor of Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the quarterly report filed on Form 10-Q of Charter Communications, Inc. filed on May 12, 2008 (File No. 000-027927)).

* Document attached

E-1

10.4(a)		Restructuring Agreement, dated February 11, 2009, by and between Charter Communications, Inc. and certain members of the Crossover Committee (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on February 13, 2009 (File No. 001-33664)).
10.4(b)		Amendment to Restructuring Agreement, dated July 30, 2009, by and between Charter Communications, Inc. and certain members of the Crossover Committee (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No. 001-33664)).
10.4(c)		Second Amendment to Restructuring Agreement, dated September 29, 2009, by and between Charter Communications, Inc. and certain members of the Crossover Committee (incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No. 001-33664)).
10.4(d)		Third Amendment to Restructuring Agreement, dated October 13, 2009, by and between Charter Communications, Inc. and certain members of the Crossover Committee (incorporated by reference to Exhibit 10.5 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No. 001-33664)).
10.4(e)		Fourth Amendment to Restructuring Agreement, dated October 30, 2009, by and between Charter Communications, Inc. and certain members of the Crossover Committee (incorporated by reference to Exhibit 10.7 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No. 001-33664)).
10.4(f)		Fifth Amendment to Restructuring Agreement, dated November 10, 2009, by and between Charter Communications, Inc. and certain members of the Crossover Committee (incorporated by reference to Exhibit 10.2(f) to the registration statement on Form S-1 of Charter Communications, Inc. filed on December 31, 2009 (File No. 333-111423)).
10.4(g)		Sixth Amendment to Restructuring Agreement, dated November 25, 2009, by and between Charter Communications, Inc. and certain members of the Crossover Committee (incorporated by reference to Exhibit 10.2(g) to the registration statement on Form S-1 of Charter Communications, Inc. filed on December 31, 2009 (File No. 333-111423)).
10.5(a)		Restructuring Agreement, dated as of February 11, 2009, by and among Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc. (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on February 13, 2009 (File No. 001-33664)).
10.5(b)		Amendment to Restructuring Agreement, dated July 30, 2009, by and among Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc. (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No. 001-33664)).
10.5(c)		Second Amendment to Restructuring Agreement, dated September 29, 2009, by and among Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc. (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No. 001-33664)).
10.5(d)		Third Amendment to Restructuring Agreement, dated October 13, 2009, by and among Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc. (incorporated by reference to Exhibit 10.6 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No. 001-33664)).
10.5(e)		Fourth Amendment to Restructuring Agreement, dated October 30, 2009, by and among Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc. (incorporated by reference to Exhibit 10.8 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 9, 2009 (File No. 001-33664)).

E-2

10.5(f)		Fifth Amendment to Restructuring Agreement, dated November 11, 2009, by and among Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc. (incorporated by reference to Exhibit 10.3(f) to the registration statement on Form S-1 of Charter Communications, Inc. filed on December 31, 2009 (File No. 333-111423)).
10.5(g)		Sixth Amendment to Restructuring Agreement, dated November 25, 2009, by and among Paul G. Allen, Charter Investment, Inc. and Charter Communications, Inc. (incorporated by reference to Exhibit 10.3(g) to the registration statement on Form S-1 of Charter Communications, Inc. filed on December 31, 2009 (File No. 333-111423)).
10.6		Commitment Letter, dated February 11, 2009, by and among Charter Communications, Inc., CCH I LLC, CCH II LLC, Charter Communications Operating, LLC and certain members of the Crossover Committee (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on February 13, 2009 (File No. 001-33664)).
10.7		Registration Rights Agreement, dated as of November 30, 2009, by and among Charter Communications, Inc. and certain investors listed therein (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on December 4, 2009 (File No. 001-33664)).
10.8		Exchange and Registration Rights Agreement, dated as of November 30, 2009, by and among CCH II, LLC, CCH II Capital Corp and certain investors listed therein (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on December 4, 2009 (File No. 001-33664)).
10.9		Exchange Agreement, dated as of November 30, 2009, among Charter Communications, Inc., Charter Investment, Inc., Paul G. Allen and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K of Charter Communications, Inc. filed on December 4, 2009 (File No. 001-33664)).
10.10		Lock-Up Agreement, dated as November 30, 2009, among Charter Communications, Inc, Paul G. Allen and Charter Investment, Inc. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on December 4, 2009 (File No. 001-33664)).
10.11		Amended and Restated Limited Liability Company Agreement, dated as of November 30, 2009, among Charter Communications, Inc, Charter Investment, Inc. and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on December 4, 2009 (File No. 001-33664)).
10.12		Second Amended and Restated Mutual Services Agreement, dated as of June 19, 2003 between Charter Communications, Inc. and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.5(a) to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 000-27927)).
10.13		Amended and Restated Management Agreement, dated as of June 19, 2003, between Charter Communications Operating, LLC and Charter Communications, Inc. (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 333-83887)).
10.14		Amended and Restated Credit Agreement, dated as of March 31, 2010, among Charter Communications Operating, LLC, CCO Holdings, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 6, 2010 (File No. 001-33664)).
10.15		Amended and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC, Charter Communications Operating, LLC and certain of its subsidiaries in favor of Bank of America, N.A., as administrative agent, dated as of March 18, 1999, as amended and restated as of March 31, 2010 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on April 6, 2010 (File No. 001-33664)).

E-3

10.16		Credit Agreement, dated as of March 6, 2007, among CCO Holdings, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on March 12, 2007 (File No. 000-27927)).
10.17		Pledge Agreement made by CCO Holdings, LLC in favor of Bank of America, N.A., as Collateral Agent, dated as of March 6, 2007 (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on March 12, 2007 (File No. 000-27927)).
10.18		Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on December 21, 2009 (File No. 001-33664)).
10.19†		Amended and Restated Employment Agreement between Michael J. Lovett and Charter Communications, Inc., dated effective as of February 1, 2010 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 13, 2010 (File No. 001-33664))
10.20(a)†		Amended and Restated Employment Agreement between Eloise E. Schmitz and Charter Communications, Inc., dated as of July 1, 2008 (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 5, 2008 (File No. 000-27927)).
10.20(b)†		Amendment to Employment Agreement of Eloise Schmitz, dated November 30, 2009 (incorporated by reference to Exhibit 10.8 to the current report on Form 8-K of Charter Communications, Inc. filed on December 4, 2009 (File No. 000-27927)).
10.21(a)†		Amended and Restated Employment Agreement of Marwan Fawaz, dated February 23, 2010 (incorporated by reference to Exhibit 10.24 of the annual report on Form 10-K of CCO Holdings, LLC and CCO Capital Corp. filed on March 30, 2010 (File No. 001-33664)).
10.7(b) †		Amendment No. 1 to the Amended and Restated Employment Agreement between Marwan Fawaz and Charter Communications, Inc. dated May 3, 2010 (incorporated by reference to Exhibit 10.7(b) of the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 6, 2010 (File No. 001-33664)).
10.22†		Charter Communications, Inc. Value Creation Plan adopted on March 12, 2009 (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 7, 2009 (File No. 001-33664)).
10.23		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on February 12, 2010 (File No. 001-33664)).
10.24†		Summary of Charter Communications, Inc. 2010 Executive Bonus Plan (incorporated by reference to Exhibit 10.8 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 6, 2010 (File No. 001-33664)).
12.1*		Computation of Ratio of Earnings to Fixed Charges.
31.1*		Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the under the Securities Exchange Act of 1934.
31.2*		Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
32.1*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

E-4

+ Management compensatory plan or arrangement

* Document attached

E-5

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