Charter Convenes Fourth Annual Meeting of Shareholders

SEATTLE--(BUSINESS WIRE)--July 23, 2003--Charter Communications, Inc. (Nasdaq:CHTR), the nation's third largest broadband communications company, convened its fourth annual meeting of shareholders here today.

Paul G. Allen, Chairman of the Board, told shareholders that cable technology is the most efficient, most effective pipeline into the home for a full range of broadband and interactive entertainment and information services. "We're doing some very exciting things, leveraging our first class infrastructure, rolling out advanced services like video on demand, broadband data and HDTV. Our new advanced set top boxes will make the cable converter of yesteryear seem as antiquated as the electric typewriter.

"There is still much work to be done but we are up to the challenge. I have great faith in Charter's leader Carl Vogel and his bolstered management team."

President and Chief Executive Officer Carl Vogel told shareholders that Charter believes it has the right products for the marketplace, the right platform to deliver those products, and the right people to execute its business plan. In outlining the substantial operational and financial progress achieved by the Company during the past year, Mr. Vogel told shareholders that Charter "looks to the future with a renewed sense of purpose and confidence in our business, our resiliency and our ability to compete in the ever-changing world in which we do business.

"Our business plan can be summarized as striving to maximize the return on invested capital by maximizing the products and services we can sell to homes and businesses we pass with our advanced, terrestrial infrastructure. We will attempt to meet this challenge with value priced services, delivered in a reliable and consistent fashion by members of the very local markets we are part of."

Commenting on the completion of a strategic restructuring of Charter's field operations, and his recruitment of operations, marketing, sales, programming and engineering talent, Mr. Vogel said, "We've been fortunate to attract quality, experienced people based on a simple premise of their having an opportunity to make a difference with a prospect of significant personal growth, and the satisfaction of working for a Company that has critical mass and scale." He added that Charter's strategic shift to five geographically clustered operating groups, resulting in a dramatic reduction in management layers, providing efficiency and consistency within the Company's operations, is expected to have a positive impact on customer retention over the long-term.

Mr. Vogel also stressed management's ongoing commitment to improving its capital structure for the benefit of all constituencies. Less than two weeks ago, Charter announced its refinancing plans to repay up to $500 million of its bank debt and commenced tender offers for some of its other indebtedness. "This is the first of many steps to address the feedback of the financial markets. Rest assured that management takes our capital structure seriously. We're working to reduce our debt levels."

Reiterating Charter's commitment to attaining free cash flow, which the Company defines as revenue less operating expenses, less capital expenditures and cash interest, Mr. Vogel said, "We have been disciplined in all our areas of spending, whether capital or operating expense, substantially improving our purchasing and procurement process, consolidating inventories, and focusing our capital spending on revenue producing or customer facing activities."

During the course of today's meeting, Charter shareholders re-elected Nancy B. Peretsman, Executive Vice President and Managing Director at Allen & Co., as the Class A/Class B Director to the Company's Board and ratified the appointment of KPMG LLP as independent auditors for the company in 2003.

Shareholders also approved the amendment to the Company's 2001 Stock Incentive Plan to increase by 30,000,000 shares the number of Class A common stock authorized for issuance under the Plan as well as amendments to the 1999 Option Plan and the 2001 Stock Incentive Plan to authorize the repricing of outstanding stock options.

Mr. Allen, the sole holder of Charter's Class B common stock, elected the Class B Directors. The Company's Board of Directors had nominated seven of the eight current directors for re-election along with David C. Merritt, most recently Managing Director in the Entertainment Media Advisory Group at Gerard Klauer Mattison & Company. Ronald L. Nelson had declined to stand for re-election due to his time commitments required in connection with his new responsibilities as Chief Financial Officer of Cendant Corp. The other directors re-elected are Paul G. Allen, Marc B. Nathanson, William D. Savoy, John H. Tory, Carl E. Vogel and Larry W. Wangberg.

About Charter Communications

Charter Communications, A Wired World Company(TM), is the nation's third-largest broadband communications company. Charter provides a full range of advanced broadband services to the home, including cable television on an advanced digital video programming platform via Charter Digital Cable(R) brand and high-speed Internet access marketed under the Charter Pipeline(R) brand. Commercial high-speed data, video and Internet solutions are provided under the Charter Business Networks(R) brand. Advertising sales and production services are sold under the Charter Media(R) brand. More information about Charter can be found at www.charter.com.

Cautionary Statement Regarding Forward-Looking Statements:

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

    --  our ability to sustain and grow revenues and cash from
        operations by offering video and data services and to maintain
        a stable customer base, particularly in the face of
        increasingly aggressive competition from other service
        providers;

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

    --  availability of funds to meet interest payment obligations
        under our debt and to fund our operations and necessary
        capital expenditures, either through cash from operations,
        further borrowings or other sources;

    --  any adverse consequences arising out of the recent restatement
        of our financial statements;

    --  the results of the pending grand jury investigation by the
        United States Attorney's Office for the Eastern District of
        Missouri, the pending SEC investigation and the putative class
        action and derivative shareholders litigation against us;

    --  the cost and availability of funding to refinance the existing
        debt that becomes due commencing in 2005;

    --  our ability to achieve free cash flow;

    --  our ability to obtain programming at reasonable prices;

    --  general business conditions, economic uncertainty or slowdown
        and potential international conflict;

    --  the impact of any armed conflict, including loss of customers
        in areas with large numbers of military personnel; and

    --  the effects of governmental regulation on our business.

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

    CONTACT: Charter Communications, Inc.
             Media:
             Deb Seidel, 314-543-5703
             dseidel@chartercom.com
             or
             Analysts:
             Mary Jo Moehle, 314-543-2397
             mmoehle@chartercom.com www.charter.com

    SOURCE: Charter Communications, Inc.