SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): November 30, 2009
Charter Communications,
Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(Commission File
Number)
|
(I.R.S. Employer
Identification Number)
|
12405 Powerscourt
Drive
St. Louis, Missouri
63131
(Address of principal executive
offices including zip code)
(314)
965-0555
(Registrant's telephone number,
including area code)
Not
Applicable
(Former name or former address, if
changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On
November 30, 2009, Charter Communications, Inc. (the "Company"), its
subsidiaries and certain of its affiliates consummated their Joint Plan of
Reorganization. In connection with its emergence from chapter 11
bankruptcy, the Company issued its financial statements for the year ended
December 31, 2008 to contain an audit report of the Company's registered
independent public accounting firm that does not contain going concern
qualifications. The Company also revised its Management Discussion and Analysis
for the year ended December 31, 2008 to read as provided in Exhibt 99.2
hereto.
In May 2008, the Financial
Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”)
Accounting Principles Board (“APB”) 14-1, Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement) which specifies that issuers of
convertible debt instruments that may be settled in cash upon conversion should
separately account for the liability and equity components in a manner
reflecting their nonconvertible debt borrowing rate when interest costs are
recognized in subsequent periods. The Company adopted FSP APB 14-1
effective January 1, 2009 and applied the effects retrospectively to the
Company's consolidated financial statements for the years ended December 31,
2008, 2007 and 2006. The financial information contained in Item 6, 7 and 8 has
been derived from our revised consolidated financial statements and reflects the
retrospective application of FSP ABP 14-1.
In December 2007, the FASB issued Statement of Financial
Accounting Standards (“SFAS”) No. 160, Noncontrolling
Interests in Consolidated Financial Statements – An Amendment of ARB No. 51,
which requires
noncontrolling interests (previously referred to as minority interests) to be
reported as a component of equity. The Company adopted SFAS No. 160 effective
January 1, 2009. The Company’s adoption of the new standard resulted in the
presentation of Mr. Paul G. Allen’s 5.6% preferred membership interest in CC
VIII, LLC as temporary equity in the Company’s consolidated balance sheets as of
December 31, 2008 and 2007 as presented, which was previously classified as
minority interest.
The
disclosure in this Item 2.02, as well as Exhibits 99.1, 99.2 and 99.3 included
herewith, which revise Items 6, 7 and 8, respectively, of the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, are to be
considered “filed” with the Securities and Exchange Commission for all purposes
under the Securities Exchange Act of 1934, as amended.
ITEM 9.01. FINANCIAL STATEMENTS
AND EXHIBITS.
(d)
Exhibits
The
following exhibits are filed pursuant to Item 2.02:
|
Exhibit
No.
|
Description
|
|
|
23.1
|
Consent of KPMG LLP* | |
|
99.1
|
Item 6 of the Company’s 2008 Annual Report on Form 10-K, “Selected Financial Data”* | |
|
99.2
|
Item
7 of the Company’s 2008 Annual Report on Form 10-K “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations”*
|
|
| 99.3 | Item 8 of the Company’s 2008 Annual Report on Form 10-K “Financial Statements and Supplementary Data”* |
* filed
herewith
7
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS,
INC.
Registrant
Dated:
December 4, 2009
|
By:/s/ Eloise E.
Schmitz
Name:
Eloise E. Schmitz
Title: Executive Vice
President and Chief Financial
Officer
|
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
|
|
23.1
|
Consent of KPMG LLP* | |
|
99.1
|
Item 6 of the Company’s 2008 Annual Report on Form 10-K, “Selected Financial Data”* | |
|
99.2
|
Item
7 of the Company’s 2008 Annual Report on Form 10-K “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations”*
|
|
| 99.3 | Item 8 of the Company’s 2008 Annual Report on Form 10-K “Financial Statements and Supplementary Data”* |
* filed
herewith