Charter 2004 Annual Report Download - page 16

CHARTER COMMUNICATIONS, INC. 2004 FORM 10-K
Charter Communications Holding Company, LLC. Charter Holdco, a Charter Investment, Inc. are controlled by Mr. Allen and are
Delaware limited liability company formed on May 25, 1999, is exchangeable on a one-for-one basis at any time for shares of
the direct 100% parent of Charter Holdings. The common high vote Class B common stock of Charter, which are in turn
membership units of Charter Holdco are owned 47% by convertible into Class A common stock of Charter. Charter
Charter, 18% by Vulcan Cable III Inc. and 35% by Charter controls 100% of the voting power of Charter Holdco and is its
Investment, Inc. All of the outstanding common membership sole manager.
units in Charter Holdco held by Vulcan Cable III Inc. and
The following table sets forth the information as of December 31, 2004 with respect to the common units of Charter Holdco on an
actual outstanding and ‘‘fully diluted’’ basis.
Charter Communications Holding Company, LLC(a)
Fully Diluted Units Outstanding (assuming
exchange or conversion of all exchangeable
Actual Units Outstanding and convertible securities)
Number of Percentage Number Percentage
Common of Common of Fully of Fully
Units Units Voting Diluted Common Diluted Common
Outstanding Outstanding Percentage Units Outstanding Units Outstanding
Common Units Outstanding
Charter Communications, Inc. 305,253,770 47.37% 100% 305,253,770 29.52%
Vulcan Cable III Inc.(b) 116,313,173 18.05% —116,313,173 11.25%
Charter Investment, Inc.(c) 222,818,858 34.58% —222,818,858 21.54%
Total Common Units Outstanding 644,385,801 100% 100%
Units Issuable on Conversion of Mirror Convertible Securities
held by Charter Communications, Inc.
Mirror Convertible Preferred units(d) 2,206,633 0.21%
Mirror Convertible Debt
4.75% Convertible Senior Notes(d) 5,939,276 0.57%
5.875% Convertible Senior Notes(d) 356,404,924 34.46%
Mirror Employee, Director and Consultant Stock
Options(d) 25,310,166 2.45%
Fully Diluted Common Units Outstanding 1,034,246,800 100.00%
(a) These amounts do not include any membership units in Charter Holdco, which could 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.’’
(b) Includes 106,715,233 non-voting Class B common units and 9,597,940 non-voting Class C common units.
(c) Includes 217,585,246 non-voting Class B common units and 5,233,612 non-voting Class C common units.
(d) Certain provisions of Charter’s certificate of incorporation and Charter Holdco’s limited liability company agreement effectively require that Charter’s investment in
Charter Holdco replicate, on a ‘‘mirror’’ basis, Charter’s outstanding equity and debt structure. As a result, in addition to its equity interest in common units of Charter
Holdco, Charter also holds 100% of the 4.75% and 5.875% mirror convertible notes of Charter Holdco that automatically convert into common membership units upon
the conversion of any Charter 4.75% and 5.875% convertible senior notes and 100% of the mirror preferred membership units of Charter Holdco that automatically
convert into common membership units upon the conversion of the Series A convertible redeemable preferred stock of Charter. The table reflects the common equity
issuable on exercise or conversion of these mirror securities.
Charter Communications Holdings, LLC. Charter Holdings, a Dela- Communications Holdings Capital, the co-issuer of these notes.
ware limited liability company formed on February 9, 1999, is a Charter Holdings also owns CCH II, CCO Holdings and the
co-issuer of the publicly held Charter Holdings notes. These subsidiaries that conduct all of our cable operations, including
notes consist of $2.8 billion total principal amount at maturity of Charter Operating.
notes issued in March 1999, $1.4 billion total principal amount
CCH II, LLC. CCH II, a Delaware limited liability company formed
at maturity of notes issued in January 2000, $2.0 billion total
on March 20, 2003, is a co-issuer of $1.6 billion principal
principal amount at maturity of notes issued in January 2001,
amount of notes issued in September 2003. CCH II owns 100%
$2.3 billion total principal amount at maturity of notes issued in
of CCH II Capital Corp., the co-issuer of these notes. CCH II
May 2001 (includes additional issuance in January 2002) and
also owns CCO Holdings and the subsidiaries that conduct all
$330 million total principal amount at maturity of notes issued
of our cable operations, including Charter Operating.
in January 2002. Charter Holdings owns 100% of Charter
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