Charter 2007 Annual Report Download - page 16

The following table sets forth information as of December 31, 2007 with respect to the shares of common stock of Charter on an
actual outstanding, “as converted” and “fully diluted” basis:
Number of
Common
Shares
Outstanding
Percentage
of Common
Shares
Outstanding
Voting
Percentage
Number of
As Converted
Common
Shares
Outstanding
Percentage of
As Converted
Common
Shares
Outstanding
Number
of Fully
Diluted
Common
Shares
Outstanding
Percentage
of Fully
Diluted
Common
Shares
Outstanding
Actual Shares Outstanding
(a)
Assuming Exchange of Charter Holdco
Membership Units
(b)
Fully Diluted Shares Outstanding
(c)
Charter Communications, Inc.
Class A Common Stock 398,226,468 99.99% 9.68% 398,226,468 54.00% 398,226,468 40.44%
Class B Common Stock 50,000 0.01% 90.32% 50,000 0.01% 50,000 *
Total Common Shares
Outstanding 398,276,468 100.00% 100.00%
One-for-One Exchangeable Equity in
Subsidiaries:
Charter Investment, Inc. 222,818,858 30.22% 222,818,858 22.63%
Vulcan Cable III Inc. 116,313,173 15.77% 116,313,173 11.81%
Total As Converted Shares
Outstanding 737,408,499 100.00%
Other Convertible Securities Charter
Communications, Inc.:
Convertible Preferred Stock
(d)
148,575 0.02%
Convertible Debt:
5.875% Convertible Senior
Notes
(e)
20,104,543 2.04%
6.50% Convertible Senior Notes
(f)
140,581,566 14.28%
Employee, Director and Consultant
Stock Options
(g)
25,970,829 2.64%
Employee Performance Shares
(h)
28,008,985 2.84%
CCHC:
14% Exchangeable Accreting
Note
(i)
32,475,583 3.30%
Fully Diluted Common Shares
Outstanding 984,698,580 100.00%
* Less than .01%.
(a)
Paul G. Allen owns approximately 7% of Charter’s outstanding Class A common stock (approximately 50% 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 on a one-for-one basis.
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% and 6.50% 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 ($49 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)
Reflects shares issuable upon conversion of all outstanding 6.50% convertible senior notes ($479 million total principal amount), which are convertible into shares of Class A
common stock at an initial conversion rate of 293.3868 shares of Class A common stock per $1,000 principal amount of notes (or approximately $3.41 per share), subject to
certain adjustments.
(g)
The weighted average exercise price of outstanding stock options was $4.02 as of December 31, 2007.
(h)
Represents shares issuable under our long-term incentive plan (LTIP), which are subject to vesting based on continued employment and Charter’s achievement of certain
performance criteria.
(i)
Mr. Allen, through his wholly owned subsidiary CII, holds an accreting note (the “CCHC note”) that is exchangeable for Charter Holdco units. The CCHC note has a
15-year maturity. The CCHC note has an accreted value as of December 31, 2007 of $65 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.”
CHARTER COMMUNICATIONS, INC. 2007 FORM 10-K
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