UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(Mark~~(Mark One)

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

For the quarterly period ended ~~March 31,~~June 30, 2008

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

For the transition period from ________ to _________

Commission file number:		333-77499
		333-77499-01
		333-111423
		333-111423-01
		333-112593
		333-112593-01
		~~333-112593-01~~

Charter Communications Holdings, LLC *

Charter Communications Holdings Capital Corporation*

CCH II, LLC*

CCH II Capital Corp.*

CCO Holdings, LLC*

CCO Holdings Capital Corp.*

(Exact name of registrants as specified in their charters)

Delaware		43-1843179
Delaware		43-1843177
Delaware		03-0511293
Delaware		13-4257703
Delaware		86-1067239
Delaware		20-0259004
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification ~~Number~~Number)

12405 Powerscourt Drive
St. Louis, Missouri 63131		(314) 965-0555
(Address of principal executive offices, including zip code)		(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 large accelerated filers, accelerated filers, non-accelerated filers, 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 o No þ

Number of shares of common stock of Charter Communications Holdings Capital Corporation outstanding as of ~~May 13,~~August 7, 2008: 100

Number of shares of common stock of CCH II Capital Corp. outstanding as of ~~May 13,~~August 7, 2008: 1

Number of shares of CCO Holdings Capital Corp. outstanding as of ~~May 13,~~August 7, 2008: 1

*Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC, and CCO Holdings Capital 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.

This combined Form 10-Q is separately filed by Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC, and CCO Holdings Capital Corp. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

Table of Contents

PART I. FINANCIAL INFORMATION	Page

Item 1. ~~Financial~~1.Financial Statements - Charter Communications Holdings, LLC and Subsidiaries
Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2008
and December 31, 2007	4
Condensed Consolidated Statements of Operations for the three and six
months ended ~~March 31,~~June 30, 2008 and 2007	5
Condensed Consolidated Statements of Cash Flows for the
~~three~~six months ended ~~March 31,~~June 30, 2008 and 2007	6
Financial Statements – CCH II, LLC and Subsidiaries
Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2008
and December 31, 2007	7
Condensed Consolidated Statements of Operations for the three and six
months ended ~~March 31,~~June 30, 2008 and 2007	8
Condensed Consolidated Statements of Cash Flows for the
~~three~~six months ended ~~March 31,~~June 30, 2008 and 2007	9
Financial Statements – CCO Holdings, LLC and Subsidiaries
Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2008
and December 31, 2007	10
Condensed Consolidated Statements of Operations for the three and six
months ended ~~March 31,~~June 30, 2008 and 2007	11
Condensed Consolidated Statements of Cash Flows for the
~~three~~six months ended ~~March 31,~~June 30, 2008 and 2007	12

Combined Notes to Condensed Consolidated Financial Statements	13

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	3234

Item 3. Quantitative and Qualitative Disclosures about Market Risk	4246

Item 4. Controls and Procedures	4447

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	4548

Item 1A. Risk Factors	4548

Item 6. Exhibits	4851

SIGNATURES	S-1

EXHIBIT INDEX	E-1

This quarterly report on Form 10-Q is for the three and six months ended ~~March 31,~~June 30, 2008. 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 ~~March 31,~~June 30, 2008, filed on ~~May 12,~~August 5, 2008. 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 Charter Communications, Holdings, LLC and its subsidiaries, including its indirect subsidiaries CCH II, LLC and CCO Holdings, LLC, and their subsidiaries. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2007 for an organizational chart set forth in Part I. Item 1. under the heading "Business – Corporate Organizational Structure."

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 and the factors described under “Risk Factors” under Part I, Item 1A of our most recent Form 10-K filed with the SEC. 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," 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 availability, in general, of funds to meet interest payment obligations under our and our parent companies’ debt and to fund our operations and necessary capital expenditures, either through cash flows from operating activities, further borrowings or other sources and, in particular, our and our parent companies’ ability to fund debt obligations (by dividend, investment or otherwise) to the applicable obligor of such debt;

our and our parent companies’ ability to comply with all covenants in our and our parent companies’ 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;

	·	our and our parent companies’ ability to pay or refinance debt prior to or when it becomes due and/or refinance that debt through new issuances, exchange offers or otherwise, including restructuring our and our parent companies’ balance sheet and leverage position;
	·	the impact of competition from other distributors, including incumbent telephone companies, direct broadcast satellite operators, wireless broadband providers, and digital subscriber line (“DSL”) providers;
	·	difficulties in growing, further introducing, and operating our telephone services, while adequately meeting customer expectations for the reliability of voice services;
	·	our ability to adequately meet demand for installations and customer service;

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

our ability to obtain programming at reasonable prices or to adequately raise prices to offset the effects of higher programming costs;

general business conditions, economic uncertainty or slowdown, including the recent significant slowdown in the ~~new~~ housing sector and overall economy; and

the effects of governmental regulation 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.

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(DOLLARS IN MILLIONS)

	March 31,			December 31,			June 30,			December 31,
	2008			2007			2008			2007
	(Unaudited)						(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	465		$	13		$	62		$	13
Short-term investments		13			--			13			--
Accounts receivable, less allowance for doubtful accounts of
$17 and $18, respectively		200			220
$19 and $18, respectively								242			220
Prepaid expenses and other current assets		27			24			23			24
Total current assets		705			257			340			257

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated depreciation		5,083			5,072			5,077			5,072
Franchises, net		8,941			8,942			8,935			8,942
Total investment in cable properties, net		14,024			14,014			14,012			14,014

OTHER NONCURRENT ASSETS		301			269			294			269

Total assets	$	15,030		$	14,540		$	14,646		$	14,540

LIABILITIES AND MEMBER’S DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,294		$	1,212		$	1,194		$	1,212
Payables to related party		164			168			165			168
Total current liabilities		1,458			1,380			1,359			1,380

LONG-TERM DEBT		20,169			19,506			20,115			19,506
LOANS PAYABLE – RELATED PARTY		127			123			150			123
DEFERRED MANAGEMENT FEES – RELATED PARTY		14			14			14			14
OTHER LONG-TERM LIABILITIES		673			545			510			545
MINORITY INTEREST		201			199			203			199

Member’s deficit		(7,385	)		(7,104	)		(7,600	)		(7,104	)
Accumulated other comprehensive loss		(227	)		(123	)		(105	)		(123	)

Total member’s deficit		(7,612	)		(7,227	)		(7,705	)		(7,227	)

Total liabilities and member’s deficit	$	15,030		$	14,540		$	14,646		$	14,540

Three Months Ended March 31,
2008 2007

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (27 ) $ (43 )
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization 321 331
Noncash interest expense 4 4
Change in value of derivatives 30 1
Other, net 19 15
Changes in operating assets and liabilities, net of effects from dispositions:
Accounts receivable 20 38
Prepaid expenses and other assets (2 ) (4 )
Accounts payable, accrued expenses and other 29 92
Receivables from and payables to related party, including deferred management
fees
(6 ) 2

Net cash flows from operating activities 388 436

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (334 ) (298 )
Change in accrued expenses related to capital expenditures (31 ) (32 )
Purchases of short-term investments (2 ) --
Other, net 3 9

Net cash flows from investing activities (364 ) (321 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt 1,765 911
Repayments of long-term debt (1,102 ) (691 )
Payments for debt issuance costs (39 ) (20 )
Distributions (186 ) (280 )

Net cash flows from financing activities 438 (80 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 462 35
CASH AND CASH EQUIVALENTS, beginning of period 2 28

CASH AND CASH EQUIVALENTS, end of period $ 464 $ 63

CASH PAID FOR INTEREST $ 137 $ 135

	Six Months Ended June 30,
	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	30		$	(69	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization		649			665
Noncash interest expense		10			9
Change in value of derivatives		(6	)		(5	)
Deferred income taxes		--			(3	)
Other, net		32			44
Changes in operating assets and liabilities, net of effects from dispositions:
Accounts receivable		(22	)		(26	)
Prepaid expenses and other assets		1			2
Accounts payable, accrued expenses and other		16			1
Receivables from and payables to related party, including deferred management fees		(7	)		9

Net cash flows from operating activities		703			627

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(650	)		(579	)
Change in accrued expenses related to capital expenditures		(41	)		(39	)
Other, net		--			31

Net cash flows from investing activities		(691	)		(587	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt		1,765			7,247
Repayments of long-term debt		(1,118	)		(6,338	)
Repayments to related parties		(12	)		--
Payments for debt issuance costs		(39	)		(33	)
Distributions		(539	)		(915	)
Other, net		(9	)		--

Net cash flows from financing activities		48			(39	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		60			1
CASH AND CASH EQUIVALENTS, beginning of period		2			28

CASH AND CASH EQUIVALENTS, end of period	$	62		$	29

CASH PAID FOR INTEREST	$	372		$	380

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

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CCH II, LLC AND SUBSIDIARIES

CCO HOLDINGS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

1.	Organization and Basis of Presentation

Charter Communications Holdings, LLC ("Charter Holdings") is a holding company whose principal assets at ~~March 31,~~June 30, 2008 are the equity interests in its subsidiaries, which include CCH II, LLC (“CCH II”) and CCO Holdings, LLC (“CCO Holdings”). Charter Holdings, CCH II, and CCO Holdings are indirect subsidiaries of Charter Communications Holding Company, LLC ("Charter Holdco"), which is a subsidiary of Charter Communications, Inc. (“Charter”). Each set of consolidated financial statements include the accounts of Charter Holdings, CCH II, and CCO Holdings, and all of their respective subsidiaries where the underlying operations reside, which are collectively referred to herein as the "Companies." All significant intercompany accounts and transactions among consolidated entities have been eliminated.

The Companies, through their operating subsidiary, Charter Communications Operating, LLC (“Charter Operating”), operate broadband communications businesses in the United States offering to residential and commercial customers traditional cable video programming ~~(analog~~(basic and digital video), high-speed Internet services, and telephone services, as well as advanced broadband services such as high definition television, Charter OnDemand™ (“OnDemand”), and digital video recorder (“DVR”) service. Cable video programming, high-speed Internet, telephone, and advanced broadband services are sold primarily on a subscription basis. The Companies also sell local advertising on cable networks.

The accompanying condensed consolidated financial statements of the Companies have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures typically included in the Companies’ Annual Report on Form 10-K 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) 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.

Reclassifications. Certain prior year amounts have been reclassified to conform with the 2008 presentation.

2. Liquidity and Capital Resources

Charter Holdings and CCH II ~~and CCO Holdings~~ have each incurred net losses for the three and six months ended ~~March 31,~~June 30, 2008 and 2007 and expect to continue to incur net losses for the foreseeable future. For the three and six months ended ~~March 31,~~June 30, 2008, CCO Holdings generated net income, however, there can be no assurance that CCO Holdings will continue to do so. For the six months ended June 30, 2008 and 2007, Charter Holdings, CCH II, and CCO Holdings each generated cash flows from operating activities.

The Companies have significant amounts of debt. Charter Holdings’, CCH II’s, and CCO Holdings’ long-term debt as of ~~March 31,~~June 30, 2008 totaled ~~$20.2~~$20.1 billion, $13.0 billion, and $10.5 billion, respectively, consisting of $7.3 billion of credit facility debt, and $12.8 billion, $5.6 billion, and $3.2 billion accreted value of high-yield notes, respectively. For the remainder of 2008, ~~$53~~$36 million of Charter Operating’s credit facility debt matures. As of ~~March 31,~~June 30, 2008, an additional ~~$188~~$165 million of Charter Holdings’ notes and $70 million of Charter Operating’s credit facility debt matures in 2009. ~~In 2010 and beyond, significant additional amounts will become due under the Companies’ remaining long-term debt obligations.~~

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CCH II, LLC AND SUBSIDIARIES

CCO HOLDINGS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

In 2010 and beyond, significant additional amounts will become due under the Companies’ remaining long-term debt obligations.

The Companies require significant cash to fund debt service costs, capital expenditures and ongoing operations. The Companies have historically funded these requirements through cash flows from operating activities, borrowings under credit facilities, equity contributions from their respective parent companies, proceeds from sales of assets, issuances of debt securities, and cash on hand. However, the mix of funding sources changes from period to period. For the ~~three~~six months ended ~~March 31,~~June 30, 2008, Charter Holdings, CCH II, and CCO Holdings generated ~~$203~~$180 million, ~~$276~~$578 million, and ~~$388~~$703 million of net cash flows from operating activities, respectively, after paying cash interest of ~~$324~~$895 million, ~~$250~~$497 million, and ~~$137~~$372 million, respectively. In addition, Charter Holdings, CCH II, and CCO Holdings used ~~$347~~$650 million ~~$341 million, and $336 million, respectively,~~ for purchases of property, plant and ~~equipment and short-term investments.~~equipment. Finally, Charter Holdings, CCH II, and CCO Holdings generated net cash flows from financing activities of ~~$624~~$571 million, ~~$550~~$173 million, and ~~$438~~$48 million, respectively, as a result of ~~refinancing~~financing transactions completed during the ~~quarter.~~six months ended June 30, 2008. On a consolidated basis, the Companies’ parent companies have a significant level of debt, which totaled approximately ~~$20.6~~$20.5 billion as of ~~March 31,~~June 30, 2008.

The Companies expect that cash on hand, cash flows from operating activities, and the amounts available under the Charter Operating credit facilities will be adequate to fund their and their parent companies’ projected cash needs, including scheduled maturities, through 2009. The Companies believe that cash flows from operating activities, and the amounts available under the Charter Operating credit facilities will not be sufficient to fund their and their parent companies’ projected cash needs in 2010 (primarily as a result of the CCH II ~~$2.2~~$1.9 billion of senior notes ~~maturing~~outstanding at July 2, 2008 that mature in September 2010) and thereafter. The Companies’ projected cash needs and projected sources of liquidity depend upon, among other things, the Companies’ actual results, the timing and amount of capital expenditures, and ongoing compliance with the Charter Operating credit facilities, including obtaining an unqualified audit opinion from its independent accountants. Although the Companies and their parent companies have been able to refinance or otherwise fund the repayment of debt in the past, they may not be able to access additional sources of refinancing on similar terms or pricing as those that are currently in place, or at all, or otherwise obtain other sources of funding. A continuation of the recent turmoil in the credit markets and the general economic downturn could adversely impact the terms and/or pricing when the Companies need to raise additional liquidity. No assurances can be given that the Companies will not experience liquidity problems if they do not obtain sufficient additional financing on a timely basis as the Companies’ debt becomes due or because of adverse market conditions, increased competition, or other unfavorable events.

If, at any time, additional capital or borrowing capacity is required beyond amounts internally generated or available under the credit facilities, the Companies would consider ~~issuing equity at the~~requesting that Charter or Charter Holdco ~~level,~~issue equity, issuing debt securities, further reducing expenses and capital expenditures, selling assets, or requesting waivers or amendments with respect to the Companies’ credit facilities.

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

Credit Facility Availability

The Companies’ ability to operate depends upon, among other things, their continued access to capital, including credit under the Charter Operating credit facilities. The Charter Operating credit facilities, along with the Companies’ indentures and the CCO Holdings credit facility, contain certain restrictive covenants, some of which require ~~Charter Operating~~the Companies to maintain specified leverage ratios, meet financial tests, and provide annual audited financial statements with an unqualified opinion from the Companies’ independent accountants. As of ~~March 31,~~June 30, 2008, the Companies were in compliance with the covenants under their indentures and credit facilities, and the Companies expect to remain in

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CCH II, LLC AND SUBSIDIARIES

CCO HOLDINGS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

compliance with those covenants for the next twelve months. As of ~~March 31,~~June 30, 2008, the Companies’ potential availability under Charter Operating’s revolving credit facility totaled approximately $1.4 billion, none of which was limited by covenant restrictions. Continued access to Charter Operating’s revolving credit facility is subject to the

~~CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES~~

~~CCH II, LLC AND SUBSIDIARIES~~

~~CCO HOLDINGS, LLC AND SUBSIDIARIES~~

~~COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

Companies remaining in compliance with these covenants, including covenants tied to Charter Operating’s leverage ratio and first lien leverage ratio. If any event of non-compliance were to occur, funding under the revolving credit facility may not be available and defaults on some or potentially all of the Companies’ debt obligations could occur. An event of default under any of the Companies’ debt instruments could result in the acceleration of their payment obligations under that debt and, under certain circumstances, in cross-defaults under their ~~other~~parent companies’ debt obligations, which could have a material adverse effect on the Companies’ consolidated financial condition and results of operations.

Parent Company Debt Obligations

Any financial or liquidity problems of the Companies’ parent companies could cause serious disruption to the Companies’ business and have a material adverse effect on the Companies’ business and results of operations.

A failure by Charter Holdings, CCH I Holdings, LLC (“CIH”), CCH I, LLC (“CCH I”), CCH II, or CCO Holdings to satisfy their debt payment obligations could, or a bankruptcy with respect to Charter Holdings, CIH, CCH I, CCH II, or CCO Holdings would, give the lenders under the Companies’ credit facilities the right to accelerate the payment obligations under these facilities. Any such acceleration would be a default under the indenture governing the Companies’ notes.

Limitations on Distributions

As long as Charter’s convertible senior 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. Charter’s ability to make interest payments on its convertible senior notes, and to repay the outstanding principal of its convertible senior notes 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 ~~March 31,~~June 30, 2008, Charter Holdco was owed ~~$127~~$115 million in intercompany loans from Charter Operating, ~~and had $63 million in cash and short-term investments,~~ which amounts were available to pay interest and principal on Charter's convertible senior notes. In ~~April 2008,~~addition, as long as Charter Holdco ~~used $66~~continues to hold the $35 million of Charter Holdings’ notes due 2009 and 2010 (as discussed further below), Charter Holdco will receive interest and principal payments from Charter Holdings. Such amounts may be available to ~~repurchase~~pay interest and principal on Charter’s convertible senior notes, although Charter ~~convertible notes and Charter Holdings notes. (See “Recent Financing Transactions” below.)~~Holdco may use those amounts for other purposes.

Distributions by Charter’s subsidiaries to a parent company 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, Charter Operating notes, and under the CCO Holdings credit facility, 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,~~June 30, 2008, there was no default under any of these indentures or credit ~~facilities. However, certain of the Companies’~~facilities and ~~their subsidiaries did not meet their~~each subsidiary met its applicable leverage ratio tests based on ~~March 31,~~June 30, 2008 financial results. ~~As a result,~~Such distributions ~~from certain~~would be restricted, however, if any such subsidiary fails to meet these tests at the time of the ~~Companies’ and~~contemplated distribution. In the past, certain subsidiaries have from time to time failed to meet their ~~subsidiaries to their parent companies would have been restricted~~leverage ratio test. There can be no assurance that they will satisfy these tests at ~~such~~the time ~~and will continue to be restricted unless those tests are met.~~of the contemplated distribution. Distributions by Charter Operating for payment of principal on parent company notes are further restricted by the covenants in the Charter Operating credit facilities.

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 facility.

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CCH II, LLC AND SUBSIDIARIES

CCO HOLDINGS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

The indentures 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 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 ~~March 31,~~June 30, 2008, there was no default under Charter Holdings’ indentures, ~~and~~ the other specified tests were ~~met. However,~~met, and Charter Holdings ~~did not meet the~~met its leverage ratio test of 8.75 to 1.0 based on ~~March 31,~~June 30, 2008 financial results. ~~As a result,~~Such distributions ~~from~~would be restricted, however, if Charter Holdings fails to meet these tests at the time of the contemplated distribution. In the past, Charter orHoldings has from time to time failed to meet this leverage ratio test. There can be no assurance that Charter ~~Holdco would have been restricted~~Holdings will satisfy these tests at ~~such~~the time ~~and will continue to be restricted unless~~

~~CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES~~

~~CCH II, LLC AND SUBSIDIARIES~~

~~CCO HOLDINGS, LLC AND SUBSIDIARIES~~

~~COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

~~that test is met.~~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.

Recent Financing Transactions

In March 2008, Charter Operating issued $546 million principal amount of 10.875% senior second-lien notes due 2014 and borrowed $500 million principal amount of incremental term loans under the Charter Operating credit facilities (see Note 5). In ~~April~~the second quarter of 2008, Charter Holdco repurchased, in private transactions, from a small number of institutional holders, a total of approximately $35 million principal amount of various Charter Holdings notes due 2009 and 2010 and approximately ~~$35~~$46 million principal amount of Charter’s 5.875% convertible senior notes due 2009, for approximately ~~$66~~$77 million of cash. Charter Holdco continues to hold the Charter Holdings notes. The purchased 5.875% convertible senior notes were cancelled resulting in approximately ~~$14~~$3 million principal amount of such notes remaining outstanding.

In July 2008, CCH II completed a tender offer, in which $338 million of CCH II’s 10.25% senior notes due 2010 were accepted for $364 million of CCH II’s 10.25% senior notes due 2013, which were issued as part of the same series of notes as CCH II’s $250 million aggregate principal amount of 10.25% senior notes due 2013, which were issued in September 2006.

3.	Franchises and Goodwill

Franchise rights represent the value attributed to agreements with local authorities that allow access to homes in cable service areas acquired through the purchase of cable systems. Management estimates the fair value of franchise rights at the date of acquisition and determines if the franchise has a finite life or an indefinite life as defined by Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. Franchises that qualify for indefinite-life treatment under SFAS No. 142 are tested for impairment annually each October 1 based on valuations, or more frequently as warranted by events or changes in circumstances. Franchises are aggregated into essentially inseparable asset groups to conduct the valuations. The asset groups generally represent geographical clustering of the Companies’ cable systems into groups by which such systems are managed. Management believes such grouping represents the highest and best use of those assets.

~~As of March 31, 2008 and December 31, 2007, indefinite-lived and finite-lived intangible assets are presented in the following table:~~

March 31, 2008 December 31, 2007

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount
Accumulated Amortization
Net
Carrying
Amount

Indefinite-lived intangible assets:
Franchises with indefinite lives $ 8,934 $ -- $ 8,934 $ 8,929 $ -- $ 8,929
Goodwill 67 -- 67 67 -- 67

$ 9,001 $ -- $ 9,001 $ 8,996 $ -- $ 8,996
Finite-lived intangible assets:
Franchises with finite lives $ 15 $ 8 $ 7 $ 23 $ 10 $ 13

Franchise amortization expense represents the amortization relating to franchises that did not qualify for indefinite-life treatment under SFAS No. 142, including costs associated with franchise renewals. During the three months ended March 31, 2008, approximately $5 million of franchises that were previously classified as finite-lived were reclassified to indefinite-lived, based on these franchises migrating to state-wide franchising. Franchise amortization expense for each of the three months ended March 31, 2008 and 2007 was approximately $1 million. The Companies expect that amortization expense on franchise assets will be approximately $2 million annually for each of the next five years.

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CCH II, LLC AND SUBSIDIARIES

CCO HOLDINGS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

As of June 30, 2008 and December 31, 2007, indefinite-lived and finite-lived intangible assets are presented in the following table:

	June 30, 2008						December 31, 2007
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived intangible assets:
Franchises with indefinite lives	$	8,928	$	--	$	8,928	$	8,929	$	--	$	8,929
Goodwill		68		--		68		67		--		67

	$	8,996	$	--	$	8,996	$	8,996	$	--	$	8,996
Finite-lived intangible assets:
Franchises with finite lives	$	15	$	8	$	7	$	23	$	10	$	13

Franchise amortization expense represents the amortization relating to franchises that did not qualify for indefinite-life treatment under SFAS No. 142, including costs associated with franchise renewals. During the six months ended June 30, 2008, the net carrying amount of indefinite-lived franchises was reduced by $2 million related to cable asset sales completed in 2008, and $4 million as a result of the finalization of purchase accounting related to cable asset acquisitions. Additionally, during the six months ended June 30, 2008, approximately $5 million of franchises that were previously classified as finite-lived were reclassified to indefinite-lived, based on management’s assessment when these franchises migrated to state-wide franchising. Franchise amortization expense for the three and six months ended June 30, 2008 was approximately $0 and $1 million, respectively. The Companies expect that amortization expense on franchise assets will be approximately $2 million annually for each of the next five years. 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 and other relevant factors.

4. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following as of ~~March 31,~~June 30, 2008 and December 31, 2007:

Charter Holdings
March 31, December 31,
2008 2007

Accounts payable – trade $ 120 $ 116
Accrued capital expenditures 64 95
Accrued expenses:
Interest 524 403
Programming costs 284 273
Compensation 67 75
Franchise related fees 44 66
Other 191 184

$ 1,294 $ 1,212

	CCH II				Charter Holdings
	March 31,		December 31,		June 30,		December 31,
	2008		2007		2008		2007

Accounts payable – trade	$	120	$	116	$	81	$	116
Accrued capital expenditures		64		95		54		95
Accrued expenses:
Interest		187		192		405		403
Programming costs		284		273		288		273
Compensation		67		75		77		75
Franchise related fees		44		66		55		66
Other		191		184		234		184

	$	957	$	1,001	$	1,194	$	1,212

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES

CCH II, LLC AND SUBSIDIARIES

CCO HOLDINGS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

	CCH II
	June 30,		December 31,
	2008		2007

Accounts payable – trade	$	81	$	116
Accrued capital expenditures		54		95
Accrued expenses:
Interest		193		192
Programming costs		288		273
Compensation		77		75
Franchise related fees		55		66
Other		234		184

	$	982	$	1,001

	CCO Holdings				CCO Holdings
	March 31,		December 31,		June 30,		December 31,
	2008		2007		2008		2007

Accounts payable – trade	$	120	$	116	$	81	$	116
Accrued capital expenditures		64		95		54		95
Accrued expenses:
Interest		165		120		121		120
Programming costs		284		273		288		273
Compensation		67		75		77		75
Franchise related fees		44		66		55		66
Other		191		184		234		184

	$	935	$	929	$	910	$	929

	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007			2008			2007

REVENUES	$	1,564		$	1,425		$	1,623		$	1,499		$	3,187		$	2,924

COSTS AND EXPENSES:
Operating (excluding depreciation and amortization)		681			631			698			647			1,380			1,278
Selling, general and administrative		346			303			342			317			687			620
Depreciation and amortization		321			331			328			334			649			665
Other operating expenses, net		11			4			25			1			36			5

		1,359			1,269			1,393			1,299			2,752			2,568

Income from operations		205			156			230			200			435			356

OTHER EXPENSES:
OTHER INCOME AND (EXPENSES):
Interest expense, net		(451	)		(454	)		(462	)		(452	)		(913	)		(906	)
Change in value of derivatives		(30	)		(1	)		36			6			6			5
Other expense, net		(3	)		(3	)		(3	)		(36	)		(6	)		(39	)

		(484	)		(458	)		(429	)		(482	)		(913	)		(940	)

Loss before income taxes		(279	)		(302	)		(199	)		(282	)		(478	)		(584	)

INCOME TAX EXPENSE		(2	)		(2	)
INCOME TAX BENEFIT (EXPENSE)								--			1			(2	)		(1	)

Net loss	$	(281	)	$	(304	)	$	(199	)	$	(281	)	$	(480	)	$	(585	)

	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007			2008			2007

REVENUES	$	1,564		$	1,425		$	1,623		$	1,499		$	3,187		$	2,924

COSTS AND EXPENSES:
Operating (excluding depreciation and amortization)		681			631			698			647			1,380			1,278
Selling, general and administrative		346			303			342			317			687			620
Depreciation and amortization		321			331			328			334			649			665
Other operating expenses, net		11			4			25			1			36			5

		1,359			1,269			1,393			1,299			2,752			2,568

Income from operations		205			156			230			200			435			356

OTHER EXPENSES:
OTHER INCOME AND (EXPENSES):
Interest expense, net		(253	)		(250	)		(263	)		(256	)		(516	)		(506	)
Change in value of derivatives		(30	)		(1	)		36			6			6			5
Other expense, net		(7	)		(6	)		(7	)		(37	)		(14	)		(43	)

		(290	)		(257	)		(234	)		(287	)		(524	)		(544	)

Loss before income taxes		(85	)		(101	)		(4	)		(87	)		(89	)		(188	)

INCOME TAX EXPENSE		(2	)		(2	)
INCOME TAX BENEFIT (EXPENSE)								--			1			(2	)		(1	)

Net loss	$	(87	)	$	(103	)	$	(4	)	$	(86	)	$	(91	)	$	(189	)

	Three Months Ended March 31,
	2008			2007

REVENUES	$	1,564		$	1,425

COSTS AND EXPENSES:
Operating (excluding depreciation and amortization)		681			631
Selling, general and administrative		346			303
Depreciation and amortization		321			331
Other operating expenses, net		11			4

		1,359			1,269

Income from operations		205			156

OTHER EXPENSES:
Interest expense, net		(193	)		(190	)
Change in value of derivatives		(30	)		(1	)
Other expense, net		(7	)		(6	)

		(230	)		(197	)

Loss before income taxes		(25	)		(41	)

INCOME TAX EXPENSE		(2	)		(2	)

Net loss	$	(27	)	$	(43	)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007

REVENUES	$	1,623		$	1,499		$	3,187		$	2,924

COSTS AND EXPENSES:
Operating (excluding depreciation and amortization)		698			647			1,380			1,278
Selling, general and administrative		342			317			687			620
Depreciation and amortization		328			334			649			665
Other operating expenses, net		25			1			36			5

		1,393			1,299			2,752			2,568

Income from operations		230			200			435			356

OTHER INCOME AND (EXPENSES):
Interest expense, net		(202	)		(196	)		(395	)		(386	)
Change in value of derivatives		36			6			6			5
Other expense, net		(7	)		(37	)		(14	)		(43	)

		(173	)		(227	)		(403	)		(424	)

Income (loss) before income taxes		57			(27	)		32			(68	)

INCOME TAX BENEFIT (EXPENSE)		--			1			(2	)		(1	)

Net income (loss)	$	57		$	(26	)	$	30		$	(69	)

	March 31, 2008				December 31, 2007
	Principal Amount		Accreted Value		Principal Amount		Accreted Value
Long-Term Debt
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
10.875% senior second lien notes due September 15, 2014		546		525		--		--
Credit facilities		6,984		6,984		6,844		6,844
CCO Holdings, LLC:
8 3/4% senior notes due November 15, 2013		800		796		800		795
Credit facility		350		350		350		350
Total CCO Holdings		10,550		10,525		9,864		9,859

CCH II, LLC:
10.250% senior notes due September 15, 2010		2,198		2,192		2,198		2,192
10.250% senior notes due October 1, 2013		250		260		250		260
Total CCH II		12,998		12,977		12,312		12,311

CCH I, LLC:
11.000% senior notes due October 1, 2015		3,987		4,080		3,987		4,083
CCH I Holdings, LLC:
11.125% senior notes due January 15, 2014		151		151		151		151
13.500% senior discount notes due January 15, 2014		581		581		581		581
9.920% senior discount notes due April 1, 2014		471		471		471		471
10.000% senior notes due May 15, 2014		299		299		299		299
11.750% senior discount notes due May 15, 2014		815		815		815		815
12.125% senior discount notes due January 15, 2015		217		217		217		217

Charter Holdings:
10.000% senior notes due April 1, 2009		88		88		88		88
10.750% senior notes due October 1, 2009		63		63		63		63
9.625% senior notes due November 15, 2009		37		37		37		37
10.250% senior notes due January 15, 2010		18		18		18		18
11.750% senior discount notes due January 15, 2010		16		16		16		16
11.125% senior notes due January 15, 2011		47		47		47		47
13.500% senior discount notes due January 15, 2011		60		60		60		60
9.920% senior discount notes due April 1, 2011		51		51		51		51
10.000% senior notes due May 15, 2011		69		69		69		69
11.750% senior discount notes due May 15, 2011		54		54		54		54
12.125% senior discount notes due January 15, 2012		75		75		75		75
Total Charter Holdings	$	20,097	$	20,169	$	19,411	$	19,506

	Fair Value As of March 31, 2008
	Level 1		Level 2		Level 3		Total
Short-term investments:
Charter Holdings
Available-for-sale investments	$	13	$	--	$	--	$	13
	$	13	$	--	$	--	$	13

CCH II
Available-for-sale investments	$	7	$	--	$	--	$	7
	$	7	$	--	$	--	$	7

CCO Holdings
Available-for-sale investments	$	2	$	--	$	--	$	2
	$	2	$	--	$	--	$	2

Other long-term liabilities:
Charter Holdings, CCH II, CCO Holdings
Interest rate derivatives	$	--	$	303	$	--	$	303
	$	--	$	303	$	--	$	303

	Three Months Ended March 31,
	2008		2007

Loss on sale of assets, net	$	2	$	3
Special charges, net		9		1

	$	11	$	4

	Fair Value As of June 30, 2008
	Level 1		Level 2		Level 3		Total
Short-term investments:
Charter Holdings
Available-for-sale investments	$	13	$	--	$	--	$	13
	$	13	$	--	$	--	$	13

CCH II
Available-for-sale investments	$	7	$	--	$	--	$	7
	$	7	$	--	$	--	$	7

CCO Holdings
Available-for-sale investments	$	2	$	--	$	--	$	2
	$	2	$	--	$	--	$	2

Other long-term liabilities:
Charter Holdings, CCH II, CCO Holdings
Interest rate derivatives	$	--	$	145	$	--	$	145
	$	--	$	145	$	--	$	145

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007

Loss on sale of assets, net	$	2	$	--	$	4	$	3
Special charges, net		23		1		32		2

	$	25	$	1	$	36	$	5

	CCH II and CCO Holdings						CCH II and CCO Holdings
	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007			2008			2007

Loss on extinguishment of debt	$	--		$	(1	)	$	--		$	(31	)	$	--		$	(32	)
Minority interest		(6	)		(5	)		(6	)		(5	)		(12	)		(10	)
Loss on investments								(1	)		(1	)		(1	)		(1	)
Other, net		(1	)		--			--			--			(1	)		--

	$	(7	)	$	(6	)	$	(7	)	$	(37	)	$	(14	)	$	(43	)

Charter Holdings
Condensed Consolidating Balance Sheet
As of March 31, 2008

	Charter Holdings			CIH			CCH I			CCH II			All Other Subsidiaries		Eliminations			Charter Holdings Consolidated

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	1		$	--		$	--		$	--		$	464	$	--		$	465
Short-term investments		--			2			4			5			2		--			13
Accounts receivable, net		--			--			--			--			200		--			200
Receivables from related party		18			--			--			--			--		(18	)		--
Prepaid expenses and other current assets		--			--			--			--			27		--			27
Total current assets		19			2			4			5			693		(18	)		705

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net		--			--			--			--			5,083		--			5,083
Franchises, net		--			--			--			--			8,941		--			8,941
Total investment in cable properties, net		--			--			--			--			14,024		--			14,024

INVESTMENT IN SUBSIDIARIES		--			--			--			1,595			--		(1,595	)		--

OTHER NONCURRENT ASSETS		3			17			43			17			221		--			301

Total assets	$	22		$	19		$	47		$	1,617		$	14,938	$	(1,613	)	$	15,030

LIABILITIES AND MEMBER’S EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	23		$	95		$	219		$	22		$	935	$	--		$	1,294
Payables to related party		--			1			5			3			173		(18	)		164
Total current liabilities		23			96			224			25			1,108		(18	)		1,458

LONG-TERM DEBT		578			2,534			4,080			2,452			10,525		--			20,169
LOANS PAYABLE (RECEIVABLE) – RELATED PARTY		--			--			--			(227	)		354		--			127
DEFERRED MANAGEMENT FEES – RELATED PARTY		--			--			--			--			14		--			14
OTHER LONG-TERM LIABILITIES		--			--			--			--			673		--			673
MINORITY INTEREST		--			--			(468	)		--			669		--			201
LOSSES IN EXCESS OF INVESTMENT		7,033			4,422			633			--			--		(12,088	)		--
MEMBER’S EQUITY (DEFICIT)		(7,612	)		(7,033	)		(4,422	)		(633	)		1,595		10,493			(7,612	)

Total liabilities and member’s equity (deficit)	$	22		$	19		$	47		$	1,617		$	14,938	$	(1,613	)	$	15,030

Charter Holdings
Condensed Consolidating Balance Sheet
As of December 31, 2007

	Charter Holdings			CIH			CCH I			CCH II			All Other Subsidiaries		Eliminations			Charter Holdings Consolidated

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	--		$	2		$	4		$	5		$	2	$	--		$	13
Accounts receivable, net		--			--			--			--			220		--			220
Receivables from related party		19			--			--			11			--		(30	)		--
Prepaid expenses and other current assets		--			--			--			--			24		--			24
Total current assets		19			2			4			16			246		(30	)		257

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net		--			--			--			--			5,072		--			5,072
Franchises, net		--			--			--			--			8,942		--			8,942
Total investment in cable properties, net		--			--			--			--			14,014		--			14,014

INVESTMENT IN SUBSIDIARIES		--			--			--			1,912			--		(1,912	)		--

OTHER NONCURRENT ASSETS		3			17			44			19			186		--			269

Total assets	$	22		$	19		$	48		$	1,947		$	14,446	$	(1,942	)	$	14,540

LIABILITIES AND MEMBER’S EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	19		$	83		$	109		$	72		$	929	$	--		$	1,212
Payables to related party		--			1			5			--			192		(30	)		168
Total current liabilities		19			84			114			72			1,121		(30	)		1,380

LONG-TERM DEBT		578			2,534			4,083			2,452			9,859		--			19,506
LOANS PAYABLE (RECEIVABLE) – RELATED PARTY		--			--			--			(209	)		332		--			123
DEFERRED MANAGEMENT FEES – RELATED PARTY		--			--			--			--			14		--			14
OTHER LONG-TERM LIABILITIES		--			--			--			--			545		--			545
MINORITY INTEREST		--			--			(464	)		--			663		--			199
LOSSES IN EXCESS OF INVESTMENT		6,652			4,053			368			--			--		(11,073	)		--
MEMBER’S EQUITY (DEFICIT)		(7,227	)		(6,652	)		(4,053	)		(368	)		1,912		9,161			(7,227	)

Total liabilities and member’s equity (deficit)	$	22		$	19		$	48		$	1,947		$	14,446	$	(1,942	)	$	14,540

Charter Holdings
Condensed Consolidating Statement of Operations
For the three months ended March 31, 2008


	Charter Holdings			CIH			CCH I			CCH II			All Other Subsidiaries			Eliminations		Charter Holdings Consolidated

REVENUES	$	--		$	--		$	--		$	--		$	1,564		$	--	$	1,564

COSTS AND EXPENSES:
Operating (excluding depreciation and amortization)		--			--			--			--			681			--		681
Selling, general and administrative		--			--			--			--			346			--		346
Depreciation and amortization		--			--			--			--			321			--		321
Other operating expenses, net		--			--			--			--			11			--		11

		--			--			--			--			1,359			--		1,359

Operating income		--			--			--			--			205			--		205

OTHER INCOME AND (EXPENSES):
Interest expense, net		(16	)		(74	)		(108	)		(60	)		(193	)		--		(451	)
Other income (expense), net		--			--			4			--			(37	)		--		(33	)
Equity in losses of subsidiaries		(265	)		(191	)		(87	)		(27	)		--			570		--

		(281	)		(265	)		(191	)		(87	)		(230	)		570		(484	)

Loss before income taxes		(281	)		(265	)		(191	)		(87	)		(25	)		570		(279	)

INCOME TAX EXPENSE		--			--			--			--			(2	)		--		(2	)

Net loss	$	(281	)	$	(265	)	$	(191	)	$	(87	)	$	(27	)	$	570	$	(281	)

Charter Holdings
Condensed Consolidating Balance Sheet
As of June 30, 2008

	Charter Holdings			CIH			CCH I			CCH II			All Other Subsidiaries		Eliminations			Charter Holdings Consolidated

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	--		$	--		$	--		$	--		$	62	$	--		$	62
Short-term investments		--			2			4			5			2		--			13
Accounts receivable, net		--			--			--			--			242		--			242
Receivables from related party		19			--			--			1			--		(20	)		--
Prepaid expenses and other current assets		--			--			--			--			23		--			23
Total current assets		19			2			4			6			329		(20	)		340

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net		--			--			--			--			5,077		--			5,077
Franchises, net		--			--			--			--			8,935		--			8,935
Total investment in cable properties, net		--			--			--			--			14,012		--			14,012

INVESTMENT IN SUBSIDIARIES		--			--			--			1,421			--		(1,421	)		--

OTHER NONCURRENT ASSETS		2			17			42			16			217		--			294

Total assets	$	21		$	19		$	46		$	1,443		$	14,558	$	(1,441	)	$	14,646

LIABILITIES AND MEMBER’S EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	19		$	83		$	110		$	72		$	910	$	--		$	1,194
Payables to related party		--			2			5			--			178		(20	)		165
Total current liabilities		19			85			115			72			1,088		(20	)		1,359

LONG-TERM DEBT		543			2,534			4,077			2,453			10,508		--			20,115
LOANS PAYABLE (RECEIVABLE) – RELATED PARTY		35			--			--			(227	)		342		--			150
DEFERRED MANAGEMENT FEES – RELATED PARTY		--			--			--			--			14		--			14
OTHER LONG-TERM LIABILITIES		--			--			--			--			510		--			510
MINORITY INTEREST		--			--			(472	)		--			675		--			203
LOSSES IN EXCESS OF INVESTMENT		7,129			4,529			855			--			--		(12,513	)		--
MEMBER’S EQUITY (DEFICIT)		(7,705	)		(7,129	)		(4,529	)		(855	)		1,421		11,092			(7,705	)

Total liabilities and member’s equity (deficit)	$	21		$	19		$	46		$	1,443		$	14,558	$	(1,441	)	$	14,646

Charter Holdings
Condensed Consolidating Statement of Cash Flows
For the three months ended March 31, 2008

	Charter Holdings			CIH			CCH I			CCH II			All Other Subsidiaries			Eliminations			Charter Holdings Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(281	)	$	(265	)	$	(191	)	$	(87	)	$	(27	)	$	570		$	(281	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization		--			--			--			--			321			--			321
Noncash interest expense		--			1			(1	)		1			4			--			5
Equity in losses of subsidiaries		265			191			87			27			--			(570	)		--
Other, net		--			--			(4	)		--			49			--			45
Changes in operating assets and liabilities, net of effects from dispositions:
Accounts receivable		--			--			--			--			20			--			20
Prepaid expenses and other assets		--			--			--			--			(2	)		--			(2	)
Accounts payable, accrued expenses and other		3			12			109			(49	)		29			--			104
Receivables from and payables to related party, including deferred management fees		1			--			--			(4	)		(6	)		--			(9	)

Net cash flows from operating activities		(12	)		(61	)		--			(112	)		388			--			203

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		--			--			--			--			(334	)		--			(334	)
Change in accrued expenses related to capital expenditures		--			--			--			--			(31	)		--			(31	)
Purchases of short-term investments		--			(2	)		(4	)		(5	)		(2	)		--			(13	)
Other, net		--			--			--			--			3			--			3

Net cash flows from investing activities		--			(2	)		(4	)		(5	)		(364	)		--			(375	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt		--			--			--			--			1,765			--			1,765
Repayments of long-term debt		--			--			--			--			(1,102	)		--			(1,102	)
Payments for debt issuance costs		--			--			--			--			(39	)		--			(39	)
Net contributions (distributions)		13			61			--			112			(186	)		--			--

Net cash flows from financing activities		13			61			--			112			438			--			624

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1			(2	)		(4	)		(5	)		462			--			452
CASH AND CASH EQUIVALENTS, beginning of period		--			2			4			5			2			--			13

CASH AND CASH EQUIVALENTS, end of period	$	1		$	--		$	--		$	--		$	464		$	--		$	465

Charter Holdings
Condensed Consolidating Statement of Operations
For the six months ended June 30, 2008


	Charter Holdings			CIH			CCH I			CCH II			All Other Subsidiaries			Eliminations		Charter Holdings Consolidated

REVENUES	$	--		$	--		$	--		$	--		$	3,187		$	--	$	3,187

COSTS AND EXPENSES:
Operating (excluding depreciation and amortization)		--			--			--			--			1,380			--		1,380
Selling, general and administrative		--			--			--			--			687			--		687
Depreciation and amortization		--			--			--			--			649			--		649
Other operating expenses, net		--			--			--			--			36			--		36

		--			--			--			--			2,752			--		2,752

Operating income		--			--			--			--			435			--		435

OTHER INCOME AND (EXPENSES):
Interest expense, net		(33	)		(148	)		(216	)		(121	)		(395	)		--		(913	)
Other income (expense), net		--			--			8			--			(8	)		--		--
Equity in losses of subsidiaries		(447	)		(299	)		(91	)		30			--			807		--

		(480	)		(447	)		(299	)		(91	)		(403	)		807		(913	)

Income (loss) before income taxes		(480	)		(447	)		(299	)		(91	)		32			807		(478	)

INCOME TAX EXPENSE		--			--			--			--			(2	)		--		(2	)

Net income (loss)	$	(480	)	$	(447	)	$	(299	)	$	(91	)	$	30		$	807	$	(480	)

Charter Holdings
Condensed Consolidating Statement of Operations
For the six months ended June 30, 2007

	Charter Holdings			CIH			CCH I			CCH II			All Other Subsidiaries			Eliminations		Charter Holdings Consolidated

REVENUES	$	--		$	--		$	--		$	--		$	2,924		$	--	$	2,924
		--			--			--			--						--
COSTS AND EXPENSES:
Operating (excluding depreciation and amortization)		--			--			--			--			1,278			--		1,278
Selling, general and administrative		--			--			--			--			620			--		620
Depreciation and amortization		--			--			--			--			665			--		665
Other operating expenses, net		--			--			--			--			5			--		5

		--			--			--			--			2,568			--		2,568

Income from operations		--			--			--			--			356			--		356

OTHER INCOME AND (EXPENSES):
Interest expense, net		(37	)		(147	)		(216	)		(120	)		(386	)		--		(906	)
Other income (expense), net		(3	)		--			7			--			(38	)		--		(34	)
Equity in losses of subsidiaries		(545	)		(398	)		(189	)		(69	)		--			1,201		--

		(585	)		(545	)		(398	)		(189	)		(424	)		1,201		(940	)

Loss before income taxes		(585	)		(545	)		(398	)		(189	)		(68	)		1,201		(584	)

INCOME TAX EXPENSE		--			--			--			--			(1	)		--		(1	)

Net loss	$	(585	)	$	(545	)	$	(398	)	$	(189	)	$	(69	)	$	1,201	$	(585	)

	Approximate as of				Approximate as of
	March 31,		March 31,		June 30,		June 30,
	2008 (a)		2007 (a)		2008 (a)		2007 (a)

Video Cable Services:
Basic Video:
Residential (non-bulk) basic video customers (b)		4,949,100		5,146,700		4,897,100		5,107,800
Multi-dwelling (bulk) and commercial unit customers (c)		258,900		268,700		264,900		269,000
Total basic video customers (b)(c)		5,208,000		5,415,400		5,162,000		5,376,800

Digital Video:
Digital video customers (d)		3,023,200		2,862,900		3,056,900		2,866,000

Non-Video Cable Services:
Residential high-speed Internet customers (e)		2,768,200		2,525,900		2,787,300		2,583,200
Telephone customers (f)		1,085,000		572,600		1,175,500		700,300

	Three months ended March 31, 2008 compared to three months ended March 31, 2007 Increase / (Decrease)			2008 compared to 2007 Increase / (Decrease)

Incremental video services and rate adjustments	$	29		$	51
Increase in digital video customers		15			33
Decrease in basic video customers		(17	)		(36	)
System sales, net of acquisitions		(7	)		(13	)

	$	20		$	35

	Three months ended March 31, 2008 compared to three months ended March 31, 2007 Increase / (Decrease)			2008 compared to 2007 Increase / (Decrease)

Increase in high-speed Internet customers	$	33		$	61
Rate adjustments and service upgrades		2			6
System sales, net of acquisitions		(1	)		(2	)

	$	34		$	65

	Three months ended March 31, 2008 compared to three months ended March 31, 2007 Increase / (Decrease)			2008 compared to 2007 Increase / (Decrease)

Employee costs	$	16		$	21
Marketing costs					15
Bad debt and collection costs		8			11
Marketing costs		7
Billing costs					8
Stock compensation costs		3			6
Other, net		10			9
System sales, net of acquisitions		(1	)		(3	)

	$	43		$	67

	Charter Holdings
	2008 compared to 2007

Decrease in loss on extinguishment of debt	$	35
Increase in minority interest		(1	)
Other, net		(1	)

	$	33

	CCH II and CCO Holdings
	2008 compared to 2007

Decrease in loss on extinguishment of debt	$	32
Increase in minority interest		(2	)
Other, net		(1	)

	$	29

	Three Months Ended March 31,				Six Months Ended June 30,
	2008		2007		2008		2007

Customer premise equipment (a)	$	165	$	161	$	323	$	289
Scalable infrastructure (b)		81		49		133		100
Line extensions (c)		21		24		44		49
Upgrade/Rebuild (d)		17		12		29		24
Support capital (e)		50		52		121		117

Total capital expenditures	$	334	$	298	$	650	$	579

	Consolidated Charter Holdings						Consolidated CCH II						Consolidated CCO Holdings						Consolidated Charter Holdings						Consolidated CCH II						Consolidated CCO Holdings
	March 31, 2008			December 31, 2007			March 31, 2008			December 31, 2007			March 31, 2008			December 31, 2007			June 30, 2008			December 31, 2007			June 30, 2008			December 31, 2007			June 30, 2008			December 31, 2007
Consolidated long-term debt - accreted value	$	20,169		$	19,506		$	12,977		$	12,311		$	10,525		$	9,859		$	20,115		$	19,506		$	12,961		$	12,311		$	10,508		$	9,859
Weighted average interest rate - credit facilities		6.3	%		6.8	%		6.3	%		6.8	%		6.3	%		6.8	%		6.3	%		6.8	%		6.3	%		6.8	%		6.3	%		6.8	%
Weighted average interest rate - high-yield notes		10.3	%		10.3	%		9.2	%		9.1	%		8.4	%		8.2	%		10.4	%		10.3	%		9.4	%		9.1	%		8.8	%		8.2	%
Blended weighted average interest rate		8.9	%		9.1	%		7.6	%		7.9	%		7.0	%		7.3	%		8.9	%		9.1	%		7.7	%		7.9	%		7.0	%		7.3	%
Debt effectively fixed		84	%		85	%		76	%		76	%		69	%		68	%		84	%		85	%		76	%		76	%		69	%		68	%

	2008		2009		2010		2011		2012		2013		Thereafter		Total		Fair Value at March 31, 2008		2008		2009		2010		2011		2012		2013		Thereafter		Total		Fair Value at June 30, 2008

Charter Holdings Consolidated
Fixed Rate Debt	$	--	$	188	$	2,232	$	281	$	1,175	$	1,050	$	7,837	$	12,763	$	9,693	$	--	$	165	$	2,220	$	281	$	1,175	$	1,050	$	7,837	$	12,728	$	10,446
Average Interest Rate		--		10.18%		10.26%		11.25%		8.26%		9.11%		10.93%		10.41%				--		10.18%		10.26%		11.25%		8.26%		9.11%		10.93%		10.41%

CCH II Consolidated
Fixed Rate Debt	$	--	$	--	$	2,198	$	--	$	1,100	$	1,050	$	1,316	$	5,664	$	5,160	$	--	$	--	$	2,198	$	--	$	1,100	$	1,050	$	1,316	$	5,664	$	5,476
Average Interest Rate		--		--		10.25%		--		8.00%		9.11%		9.41%		9.41%				--		--		10.25%		--		8.00%		9.11%		9.41%		9.41%

CCO Holdings Consolidated
Fixed Rate Debt	$	--	$	--	$	--	$	--	$	1,100	$	800	$	1,316	$	3,216	$	2,927	$	--	$	--	$	--	$	--	$	1,100	$	800	$	1,316	$	3,216	$	3,120
Average Interest Rate		--		--		--		--		8.00%		8.75%		9.41%		8.76%				--		--		--		--		8.00%		8.75%		9.41%		8.76%

Charter Holdings, CCH II, and CCO Holdings Consolidated
Variable Rate	$	53	$	70	$	70	$	70	$	70	$	70	$	6,931	$	7,334	$	6,251	$	36	$	70	$	70	$	70	$	70	$	70	$	6,930	$	7,316	$	6,461
Average Interest Rate		5.22%		5.04%		5.76%		6.36%		6.72%		6.99%		6.75%		6.71%				5.71%		5.80%		6.42%		6.92%		7.05%		7.17%		6.89%		6.87%

Interest Rate Instruments:
Variable to Fixed Swaps	$	--	$	--	$	500	$	300	$	2,500	$	1,000	$	--	$	4,300	$	(303)	$	--	$	--	$	500	$	300	$	2,500	$	1,000	$	--	$	4,300	$	(145)
Average Pay Rate		--		--		7.02%		7.20%		7.16%		7.15%		--		7.14%				--		--		7.02%		7.20%		7.16%		7.15%		--		7.15%
Average Receive Rate		--		--		5.92%		6.07%		6.88%		6.90%		--		6.72%				--		--		6.60%		6.77%		7.14%		7.13%		--		7.05%

Dated: ~~May 14,~~August 8, 2008	By: /s/ Kevin D. Howard
	Name:	Kevin D. Howard
	Title:	Vice President, Controller and Chief Accounting Officer

Dated: ~~May 14,~~August 8, 2008	By: ~~/s/~~/s/ Kevin D. Howard
	Name:	Kevin D. Howard
	Title:	Vice President, Controller and Chief Accounting Officer

Exhibit Number		Description of Document

10.1		First Supplemental Indenture ~~relating to the 10.875% senior second lien notes due 2014,~~ dated as of ~~March 19,~~July 2, 2008, ~~by and~~ among CCH II, LLC, CCH II Capital Corp., Charter Communications ~~Operating,~~Holdings, LLC, ~~Charter Communications Operating Capital Corp.~~ and ~~Wilmington~~The Bank of New York Mellon Trust Company, ~~as trustee~~N.A., for CCH II 10.25% Senior Notes due 2013 (incorporated by reference to Exhibit 10.1 to the ~~quarterly~~current report on Form ~~10-Q~~8-K of Charter Communications, Inc. filed on ~~May 12,~~July 3, 2008 (File No. 000-27927)).
10.2		~~Collateral~~Exchange and Registration Rights Agreement dated as of ~~March 19,~~July 2, 2008 ~~by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, and certain~~for the issuance of ~~its subsidiaries in favor of Wilmington Trust Company, as trustee (incorporated~~CCH II 10.25% Senior Notes due 2013(incorporated by reference to Exhibit 10.2 to the ~~quarterly~~current report on Form ~~10-Q~~8-K of Charter Communications, Inc. filed on ~~May 12,~~July 3, 2008 (File No. 000-27927)).
10.3+		~~Separation Agreement and Release for Jeffrey T. Fisher (incorporated~~Charter Communications, Inc. 2008 Incentive Program dated as of June 30, 2008(incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on ~~May 12,~~August 5, 2008 (File No. 000-27927)).
~~10.4(a)+~~10.4+		Amended and Restated Employment Agreement between Eloise E. Schmitz and Charter Communications, Inc., dated as of ~~August~~July 1, ~~2007~~2008 (incorporated by reference to Exhibit ~~10.4(a)~~10.4 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on ~~May 12, 2008 (File No. 000-27927)).~~
~~10.4(b)+~~		Amendment to Amended and Restated Employment Agreement between Eloise E. Schmitz and Charter Communications, Inc., dated as of April 7, 2008 (incorporated by reference to Exhibit 10.4(b) to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 12,August 5, 2008 (File No. 000-27927)).
10.5+		Amendment to Amended and Restated Employment Agreement between ~~Neil Smit~~Robert A. Quigley and Charter Communications, Inc., dated as of ~~March 5,~~July 1, 2008 (incorporated by reference to Exhibit 10.5 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on ~~May 12, 2008 (File No. 000-27927)).~~
~~10.6+~~		~~Amendment to Amended and Restated Employment Agreement between Michael J. Lovett and Charter Communications, Inc., dated as of March~~August 5, ~~2008 (incorporated by reference to Exhibit 10.6 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 12, 2008 (File No. 000-27927)).~~
~~10.7+~~		Amendment to Amended and Restated Employment Agreement between Grier C. Raclin and Charter Communications, Inc., dated as of March 5, 2008 (incorporated by reference to Exhibit 10.7 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 12, 2008 (File No. 000-27927)).
12.1*		Charter Communications Holdings, LLC’s Computation of Ratio of Earnings to Fixed ~~Charges.~~Charges
12.2*		CCH II, LLC’s Computation of Ratio of Earnings to Fixed ~~Charges.~~Charges
12.3*		CCO Holdings, LLC’s Computation of Ratio of Earnings to Fixed ~~Charges.~~Charges
31.1*		Certificate of Chief Executive Officer of Charter Communications Holdings, LLC pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
31.2*		Certificate of ~~Interim~~ Chief Financial Officer of Charter Communications Holdings, LLC pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
31.3*		Certificate of Chief Executive Officer of CCH II, LLC pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
31.4*		Certificate of ~~Interim~~ Chief Financial Officer of CCH II, LLC pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
31.5*		Certificate of Chief Executive Officer of CCO Holdings, LLC pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
31.6*		Certificate of ~~Interim~~ Chief Financial Officer of CCO Holdings, LLC pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
32.1*		Certification of Charter Communications Holdings, LLC 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 of Charter Communications Holdings, LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~(Interim Chief~~(Chief Financial Officer).
32.3*		Certification of CCH II, LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.4*		Certification of CCH II, LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of

		the Sarbanes-Oxley Act of 2002 ~~(Interim Chief~~(Chief Financial Officer).
32.5*		Certification of CCO Holdings, LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.6*		Certification of CCO Holdings, LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~(Interim Chief~~(Chief Financial ~~Officer.~~Officer).