Charter 2005 Annual Report Download - page 99

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
power. Excludes certain performance units granted under the Charter 2001 Stock Incentive Plan with respect to which shares will not be issued until the third
anniversary of the grant date and then only if Charter meets certain performance criteria (and which consequently do not provide the holder with any voting rights).
(3) Includes shares of Class A common stock issuable (a) upon exercise of options that have vested or will vest on or before April 1, 2006 under the 1999 Charter
Communications Option Plan and the 2001 Stock Incentive Plan or (b) upon conversion of other convertible securities.
(4) Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. The beneficial owners at January 31, 2006 of Class B common stock,
Charter Holdco membership units and convertible senior notes of Charter are deemed to be beneficial owners of an equal number of shares of Class A common stock
because such holdings are either convertible into Class A shares (in the case of Class B shares and convertible senior notes) or exchangeable (directly or indirectly) for
Class A shares (in the case of the membership units) on a one-for-one basis. Unless otherwise noted, the named holders have sole investment and voting power with
respect to the shares listed as beneficially owned. As a result of the settlement of the CC VIII dispute, Mr. Allen received an accreting note exchangeable as of
January 31, 2006 for 24,950,661 Charter Holdco units. See ‘‘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.’’
(5) The calculation of this percentage assumes for each person that:
(416,201,081 shares of Class A common stock are issued and outstanding as of January 31, 2006;
(50,000 shares of Class B common stock held by Mr. Allen have been converted into shares of Class A common stock;
(the acquisition by such person of all shares of Class A common stock that such person or affiliates of such person has the right to acquire upon exchange of
membership units in subsidiaries or conversion of Series A Convertible Redeemable Preferred Stock or 5.875% or 4.75% convertible senior notes;
(the acquisition by such person of all shares that may be acquired upon exercise of options to purchase shares or exchangeable membership units that have vested or
will vest by April 1, 2006; and
(that none of the other listed persons or entities has received any shares of Class A common stock that are issuable to any of such persons pursuant to the exercise of
options or otherwise.
A person is deemed to have the right to acquire shares of Class A common stock with respect to options vested under the 1999 Charter Communications Option Plan.
When vested, these options are exercisable for membership units of Charter Holdco, which are immediately exchanged on a one-for-one basis for shares of Class A
common stock. A person is also deemed to have the right to acquire shares of Class A common stock issuable upon the exercise of vested options under the 2001
Stock Incentive Plan.
(6) The calculation of this percentage assumes that Mr. Allen’s equity interests are retained in the form that maximizes voting power (i.e., the 50,000 shares of Class B
common stock held by Mr. Allen have not been converted into shares of Class A common stock; that the membership units of Charter Holdco owned by each of
Vulcan Cable III Inc. and Charter Investment, Inc. have not been exchanged for shares of Class A common stock).
(7) The total listed includes:
(247,769,519 membership units in Charter Holdco held by Charter Investment, Inc.; and
(116,313,173 membership units in Charter Holdco held by Vulcan Cable III Inc.
The listed total includes 24,950,661 shares of Class A common stock issuable as of January 31, 2006 upon exchange of units of Charter Holdco, which are issuable to
Charter Investment, Inc. (which is owned by Mr. Allen) as a consequence of the settlement of the CC VIII dispute. See ‘‘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.’’ The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.
(8) Includes 247,769,519 membership units in Charter Holdco, which are exchangeable for shares of Class B common stock on a one-for-one basis, which are convertible to
shares of Class A common stock on a one-for-one basis. The address of this person is: Charter Plaza, 12405 Powerscourt Drive, St. Louis, MO 63131.
(9) Includes 116,313,173 membership units in Charter Holdco, which are exchangeable for shares of Class B common stock on a one-for-one basis, which are convertible to
shares of Class A common stock on a one-for-one basis. The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.
(10) Mr. Vogel terminated his employment effective on January 17, 2005. His stock options and restricted stock shown in this table continued to vest until December 31,
2005, and his options will be exercisable for another 60 days thereafter.
(11) The equity ownership reported in this table is based upon the holder’s Form 13G/A filed with the SEC February 10, 2006. The business address of the reporting
person is: 1301 First Avenue, Suite 201, Seattle, WA 98101. Steelhead Partners, LLC acts as general partner of J-K Navigator Fund, L.P., and J. Michael Johnston and
Brian K. Klein act as the member-managers of Steelhead Partners, LLC. Accordingly, shares shown as beneficially held by Steelhead Partners, LLC, Mr. Johnston and
Mr. Klein include shares beneficially held by J-K Navigator Fund, L.P.
(12) The equity ownership reported in this table is based on the holder’s Schedule 13G/A filed with the SEC on February 14, 2006. The address of the person is:
82 Devonshire Street, Boston, Massachusetts 02109. Fidelity Management & Research Company is a wholly-owned subsidiary of FMR Corp. and is the beneficial owner
of 46,192,873 shares as a result of acting as investment adviser to various investment companies and includes: 31,231,402 shares resulting from the assumed conversion
of 5.875% senior notes. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp. and is a beneficial owner of 3,066,115 shares as a result of
acting as investment adviser to various investment companies and includes: 3,066,115 shares resulting from the assumed conversion of 5.875% senior notes. Fidelity
International Limited (‘‘FIL’’) provides investment advisory and management services to non-U.S. investment companies and certain institutional investors and is a
beneficial owner of 3,228,800 shares. FIL is a separate and independent corporate entity from FMR Corp. Edward C. Johnson 3d, Chairman of FMR Corp. and FIL
owns shares of FIL voting stock with the right to cast approximately 38% of the total votes of FIL voting stock. Edward C. Johnson 3d, chairman of FMR Corp., and
FMR Corp. each has sole power to dispose of 52,487,788 shares.
(13) The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC November 9, 2005. The address of the reporting person is:
101 California Street, 36th Floor, San Francisco, CA 94111.
(14) The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC January 25, 2006. The address of the reporting person is: 152 West
57th Street, 50th Floor, New York, NY 10019.
(15) The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC February 14, 2006. The address of the reporting person is: 75 State
Street, Boston, MA 02109. Wellington Management Company, LLC, in its capacity as investment adviser, may be deemed to beneficially own 21,985,377 shares of the
Issuer which are held of record by clients of Wellington Management Company, LLC.
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