Charter 2005 Annual Report Download - page 15

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
Charter that replicates the characteristics of the security issued preferred stock. Charter Holdco, through its subsidiaries, owns
by Charter. Consequently, Charter’s principal assets, for account- cable systems and certain strategic investments. As sole manager
ing purposes, are an approximate 48% common equity interest under applicable operating agreements, Charter controls the
and a 100% voting interest in Charter Holdco, ‘‘mirror’’ notes affairs of Charter Holdco and most of its subsidiaries. In
that are payable by Charter Holdco to Charter that have the addition, Charter also provides management services to Charter
same principal amount and terms as Charter’s convertible senior Holdco and its subsidiaries under a management services
notes and preferred units in Charter Holdco that mirror the agreement.
terms and liquidation preferences of Charter’s outstanding
The following table sets forth information as of December 31, 2005 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 Charter Holdco
Actual Shares Outstanding(a) 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 416,204,671 99.99% 10.26% 416,204,671 55.09% 416,204,671 35.67%
Class B Common Stock 50,000 0.01% 89.74% 50,000 00.01% 50,000 *
Total Common Shares
Outstanding 416,254,671 100.00% 100.00%
One-for-One Exchangeable
Equity in Subsidiaries:
Charter Investment, Inc. 222,818,858 29.50% 222,818,858 19.10%
Vulcan Cable III Inc. 116,313,173 15.40% 116,313,173 9.97%
Total As Converted
Shares Outstanding 755,386,702 100.00%
Other Convertible Securities
Charter Communications, Inc.:
Convertible Preferred
Stock(d) 148,575 0.01%
Convertible Debt:
4.75% Convertible
Senior Notes(e) 758,971 0.07%
5.875% Convertible
Senior Notes(f ) 356,404,924 30.55%
Employee, Director and
Consultant Stock
Options(g) 29,416,012 2.52%
CCHC:
14% Exchangeable
Accreting Note(h) 24,662,333 2.11%
Fully Diluted Common
Shares Outstanding 1,166,777,517 100.00%
* Less than .01%.
(a) Paul G. Allen owns approximately 7% of Charter’s outstanding Class A common stock (approximately 49% 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 90% 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 do not reflect the remaining 55.1 million shares of Class A common stock that may yet be issued under the share lending agreements
(22.0 million of which were issued in February 2006).
(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.
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