Charter 2008 Annual Report Download - page 47

Table of Contents
* Less than 1%.
(1) Includes shares for which the named person has sole voting and investment power or shared voting and
investment power with a spouse. Does not include shares that may be acquired through exercise of
options. Total beneficial ownership of Class A common stock is determined as the sum of the number of
Class A shares held, the number of unvested restricted Class A shares held, the number of Class A
shares receivable upon exercise of vested options or other convertible securities, the number of Class B
shares held and the number of Class B shares issuable upon exchange or conversion of units.
(2) Includes unvested shares of restricted stock issued under the Charter Communications, Inc. 2001 Stock
Incentive Plan, as to which the applicable director or employee has sole voting power but not investment
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). Total beneficial ownership of Class A common stock is determined as the sum of the
number of Class A shares held, the number of unvested restricted Class A shares held, the number of
Class A shares receivable upon exercise of vested options or other convertible securities, the number of
Class B shares held and the number of Class B shares issuable upon exchange or conversion of units.
(3) Includes shares of Class A common stock issuable (a) upon exercise of options that have vested or will
vest on or before March 31, 2008 under the 1999 Charter Communications Option Plan and the 2001
Stock Incentive Plan or (b) upon conversion of other convertible securities. Total beneficial ownership
of Class A common stock is determined as the sum of the number of Class A shares held, the number of
unvested restricted Class A shares held, the number of Class A shares receivable upon exercise of vested
options or other convertible securities, the number of Class B shares held and the number of Class B
shares issuable upon exchange or conversion of units.
(4) Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. The
beneficial owners at January 31, 2008 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 (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. Mr. Allen also
owns an accreting note exchangeable as of January 31, 2008 for 32,854,465 Charter Holdco membership
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 — CC VIII, LLC.”
(5) The calculation of this percentage assumes for each person that:
• 398,227,512 shares of Class A common stock were issued and outstanding as of January 31, 2008;
• 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, 6.50% convertible senior notes or 5.875%
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 March 31, 2008; and
• 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.
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008