Moody's also upgraded the CCO first lien debt to Baa3 from Ba1. The upgrade incorporates the increase in senior unsecured notes of CCO Holdings, which provide a ratings lift to the senior secured debt, and expectations that first lien debt will not rise materially when the company redeems the CCH II, LLC bonds in the final quarter of 2012. CCO, CCO Holdings and CCH II, LLC, are indirect intermediate holding companies of Charter Communications, Inc. (Charter). Moody's also affirmed Charter's Ba3 corporate family rating and the positive outlook.

A summary of today's actions follows.

CCH II, LLC

....Affirmed Ba3 Corporate Family Rating

....Affirmed Ba3 Probability of Default Rating

....13.5% Senior Unsecured Bonds, Affirmed B2, LGD6, 97%

CCO Holdings, LLC

....Assigned B1, LGD4, 68% to Senior Unsecured Bonds

....7.875% Senior Unsecured Bonds due 2018, Affirmed B1, LGD adjusted to LGD4, 68% from LGD5, 72%

....8.125% Senior Unsecured Bonds due 2020, Affirmed B1, LGD adjusted to LGD4, 68% from LGD5, 72%

....7.25% Senior Unsecured Bonds due 2017, Affirmed B1, LGD adjusted to LGD4, 68% from LGD5, 72%

....7% Senior Unsecured Bonds due 2019, Affirmed B1, LGD adjusted to LGD4, 68% from LGD5, 72%

....6.5% Senior Unsecured Bonds due 2021, Affirmed B1, LGD adjusted to LGD4, 68% from LGD5, 72%

....7.375% Senior Unsecured Bonds due 2020 , Affirmed B1, LGD adjusted to LGD4, 68% from LGD5, 72%

....6.625% Senior Unsecured Bonds due 2022, Affirmed B1, LGD adjusted to LGD4, 68% from LGD5, 72%

....5.25% Senior Unsecured Bonds due 2022, Affirmed B1, LGD adjusted to LGD4, 68% from LGD5, 72%

....$350 million Sr Sec 1st Lien (but CCO stock only, so effectively 3rd Lien) Credit Facility due 2014, Affirmed Ba2, LGD adjusted to LGD2, 27% from LGD3, 36%

Charter Communications Operating, LLC

....Senior Secured First Lien Bank Credit Facility, Upgraded to Baa3, LGD2, 11% from Ba1, LGD2, 16%

RATINGS RATIONALE

Moody's expects Charter's initiatives to enhance its product set, especially the video offering, and to implement changes to its selling strategy and organizational structure will keep operating and capital expenditures elevated, pressuring both EBITDA and free cash flow over the next several quarters. This strategy will therefore delay improvement in credit metrics, with leverage lingering in the high 4 times range, a metric that has not changed meaningfully since 2010. However, Moody's continues to believe management has the ability and willingness to achieve a credit profile consistent with a Ba2 corporate family rating, including leverage under 4.5 times debt-to-EBITDA, by late 2013 or early 2014. Greater penetration of all products and continued expansion of the commercial business should yield more EBITDA, and Moody's expects capital intensity to moderate, albeit at a level higher than peers. Combined with lower interest expense, these factors will likely increase free cash flow, facilitating lower leverage through both EBITDA growth and debt reduction.

Charter's Ba3 corporate family rating reflects its moderately high financial risk, with leverage of just under 5 times debt-to-EBITDA (pro forma for redemption of the CCH II notes). This leverage poses risk considering the pressure on revenue from its increasingly mature core video offering (which represents about half of total revenue) and the intensely competitive environment in which it operates. The company's substantial scale and Moody's expectations for operational improvements and growth in high speed data and commercial phone customers, along with the meaningful perceived asset value associated with its sizeable (over 5 million) customer base, support the rating, as does the company's good liquidity.

The positive outlook reflects Charter's steadily improving credit profile and Moody's expectations that the enhanced financial flexibility will afford the company greater opportunity to invest without raising incremental debt, which should increase asset value and facilitate further balance sheet strengthening over time.

Moody's would consider an upgrade with continued improvements in both financial and operating metrics and a commitment to a better credit profile. Specifically, Moody's could upgrade the CFR based on expectations for sustained leverage below 4.5 times debt-to-EBITDA and free cash flow-to-debt in excess of 5%, along with maintenance of good liquidity. A higher rating would require clarity on fiscal policy, as well as product penetration levels more in line with industry averages and growth in revenue and EBITDA per homes passed.

Given the positive outlook, limited downward ratings pressure exists over the near term. However, Moody's would likely downgrade ratings if ongoing basic subscriber losses, declining penetration rates, and/or a reversion to more aggressive financial policies contributed to expectations for leverage above 6 times debt-to-EBITDA and / or low single digit or worse free cash flow-to-debt.

The principal methodology used in rating Charter Communications was the Global Cable Television Industry Methodology published in July 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

One of the largest domestic cable multiple system operators serving approximately 4 million residential video customers (5.3 million customers in total), Charter Communications, Inc., maintains its headquarters in Stamford, Connecticut. Its annual revenue is approximately $7.4 billion.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com.

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Karen BerckmannAsst Vice President - Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653John Diaz MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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