Charter 2006 Annual Report Download - page 19

CHARTER COMMUNICATIONS, INC. 2006 FORM 10-K
The following table sets forth information as of December 31, 2006 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 407,994,585 99.99% 9.99% 407,994,585 54.61% 407,994,585 41.94%
Class B Common Stock 50,000 0.01% 90.01% 50,000 0.01% 50,000 *
Total Common Shares
Outstanding 408,044,585 100.00% 100.00%
One-for-One Exchangeable
Equity in Subsidiaries:
Charter Investment, Inc. 222,818,858 29.82% 222,818,858 22.91%
Vulcan Cable III Inc. 116,313,173 15.56% 116,313,173 11.96%
Total As Converted
Shares Outstanding 747,176,616 100.00%
Other Convertible Securities
Charter Communications, Inc.:
Convertible Preferred
Stock(d) 148,575 0.02%
Convertible Debt:
5.875% Convertible
Senior Notes(e) 170,454,545 17.52%
Employee, Director and
Consultant Stock
Options(f) 26,692,468 2.74%
CCHC:
14% Exchangeable
Accreting Note(g) 28,300,595 2.91%
Fully Diluted Common
Shares Outstanding 972,772,799 100.00%
* 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 Class B common stock, which are in turn convertible into Class A common stock) and beneficially controls
approximately 91% 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.
(b) Assumes only the exchange of Charter Holdco membership units held by Mr. Allen and his affiliates for shares of Charter Class B common stock on a one-for-one basis
pursuant to exchange agreements between the holders of such units and Charter, which shares are in turn convertible into Class A common stock. 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 Charter Series A convertible redeemable preferred stock, the 14% CCHC
exchangeable accreting note, all outstanding 5.875% convertible senior notes of Charter, and all employee, director and consultant stock options.
(d) Reflects common shares issuable upon conversion of the 36,713 shares of Series A convertible redeemable preferred stock. Such shares have a current liquidation
preference of approximately $4 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 5.875% convertible senior notes ($413 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.
(f) The weighted average exercise price of outstanding stock options was $3.88 as of December 31, 2006.
(g) Mr. Allen, through his wholly owned subsidiary CII, holds an accreting note (the ‘‘CCHC note’’) that as of December 31, 2006 is exchangeable for Charter Holdco units.
The CCHC note has a 15-year maturity. The CCHC note has an initial accreted value of $48 million accreting at 14% compounded quarterly, except that from and after
February 28, 2009, CCHC may pay any increase in the accreted value of the CCHC note in cash and the accreted value of the CCHC note will not increase to the
extent such amount is paid in cash. The CCHC note is exchangeable at CII’s option, at any time, for Charter Holdco Class A common units, which are exchangeable
into shares of Charter Class B common stock, which shares are in turn convertible into Class A common stock, at a rate equal to the then accreted value, divided by
$2.00. See Note 10 to our accompanying consolidated financial statements contained in ‘‘Item 8. Financial Statements and Supplementary Data.’’
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