Charter 2004 Annual Report Download - page 15

CHARTER COMMUNICATIONS, INC. 2004 FORM 10-K
The following table sets forth information as of December 31, 2004 with respect to the shares of common stock of Charter on an
actual outstanding, ‘‘as converted’’ and ‘‘fully diluted’’ basis:
Charter Communications, Inc.
Assuming Exchange of
Actual Shares Outstanding(a) Charter Holdco Membership Units(b) Fully Diluted Shares Outstanding(c)
Number Percentage
Number of Percentage of of Fully of Fully
Number of Percentage As Converted As Converted Diluted Diluted
Common of Common Common Common Common Common
Shares Shares Voting Shares Shares Shares Shares
Outstanding Outstanding Percentage Outstanding Outstanding Outstanding Outstanding
Class A Common Stock 305,203,770 99.98% 8.26% 305,203,770 47.36% 305,203,770 29.52%
Class B Common Stock 50,000 0.02% 91.74% 50,000 00.01% 50,000 *
Total Common Shares
Outstanding 305,253,770 100.00% 100.00%
One-for-One Exchangeable
Equity in Subsidiaries:
Charter Investment, Inc. 222,818,858 34.58% 222,818,858 21.54%
Vulcan Cable III Inc. 116,313,173 18.05% 116,313,173 11.25%
Total As Converted
Shares Outstanding 644,385,801 100.00%
Other Convertible Securities in
Charter Communications, Inc.
Convertible Preferred
Stock(d) 2,206,633 0.21%
Convertible Debt
4.75% Convertible
Senior Notes(e) 5,939,276 0.57%
5.875% Convertible
Senior Notes(f) 356,404,924 34.46%
Employee, Director and
Consultant Stock
Options(g) 25,310,166 2.45%
Fully Diluted Common
Shares Outstanding 1,034,246,800 100.00%
(a) Paul G. Allen owns approximately 10% of the outstanding common stock of Charter (approximately 57% assuming the exchange by Mr. Allen of all units in Charter
Holdco held by him and his affiliates for shares of Charter common stock) and beneficially controls approximately 93% of the voting power of Charter’s capital stock.
Mr. Allen is entitled to ten votes for each share of Class B common stock held by him and his affiliates and for each membership unit in Charter Holdco held by him
and his affiliates. These percentages exclude any shares of Charter Class A common stock that would be issuable upon exchange of membership units in Charter Holdco,
which may be issued in exchange for preferred membership units in CC VIII, LLC held by an entity controlled by Mr. Allen. An issue has arisen regarding the ultimate
ownership of these CC VIII membership units following the consummation of this put right. See ‘‘Item 13. Certain Relationships and Related Transactions — Transactions
Arising out of Our Organizational Structure and Mr. Allen’s Investment in Charter Communications, Inc. and Its Subsidiaries — Equity Put Rights — CC VIII.’’ In addition,
the percentages do not reflect the 150 million shares of Class A common stock that may be issued under the share lending agreements.
(b) Assumes only the exchange of Charter Holdco membership units held by Mr. Allen and his affiliates for shares of Charter Class A common stock on a one-for-one basis
pursuant to exchange agreements between the holders of such units and Charter. Does not include shares issuable on conversion or exercise of any other convertible
securities, including stock options, convertible notes and convertible preferred stock.
(c) Represents ‘‘fully diluted’’ common shares outstanding, assuming exercise, exchange or conversion of all outstanding options and exchangeable or convertible securities,
including the exchangeable membership units described in note (b) above, all shares of Series A convertible redeemable preferred stock of Charter, all outstanding
4.75% convertible senior notes and 5.875% convertible senior notes of Charter, and all employee, director and consultant stock options.
(d) Reflects common shares issuable upon conversion of the 545,259 shares of Series A convertible redeemable preferred stock. Such shares have a current liquidation
preference of approximately $55 million and are convertible at any time into shares of Class A common stock at an initial conversion price of $24.71 per share (or
4.0469446 shares of Class A common stock for each share of convertible redeemable preferred stock), subject to certain adjustments.
(e) Reflects shares issuable upon conversion of all outstanding 4.75% convertible senior notes ($156 million total principal amount), which are convertible into shares of
Class A common stock at an initial conversion rate of 38.0952 shares of Class A common stock per $1,000 principal amount of notes (or approximately $26.25 per share),
subject to certain adjustments.
(f) Reflects shares issuable upon conversion of all outstanding 5.875% convertible senior notes ($862.5 million total principal amount), which are convertible into shares of
Class A common stock at an initial conversion rate of 413.2231 shares of Class A common stock per $1,000 principal amount of notes (or approximately $2.42 per share),
subject to certain adjustments.
(g) The weighted average exercise or conversion price of outstanding stock options is $6.64.
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