EX-99.2 Capitalization Table

EX-99.2 3 g92841exv99w2.htm EX-99.2 CAPITALIZATION TABLE EX-99.2 Capitalization Table

Exhibit 99.2

CAPITALIZATION



			September 30, 2004

									Pro Forma
			Historical			Pro Forma			As Adjusted


			(Millions of dollars)
Cash			$	137.3		$	137.3		$	137.3


Cash liabilities to untendered shareholders(a)			$	—		$	1,742.7		$	1,742.7


Debt
	Revolving credit facilities		$	—		$	300.0		$	300.0	(b)
	Bridge Loan credit facility			—			3,000.0			—
	Term Loan			—			2,000.0			2,000.0
	Commercial paper			507.6			401.3	(b)		424.9	(b)
	Medium-term notes			264.4			269.9			269.9
	Notes and debentures			5,657.8			5,768.6			8,762.8
	Exchangeable Subordinated Debentures			19.2			23.8			23.8
	Capitalized lease obligations			201.9			201.9			201.9
Other				20.8			20.8			20.8
Amounts due to CEI				12.6			12.6			12.6

		Total debt		6,684.3			11,998.9			12,016.7
Shareholders’ Equity
	Class A common stock, par value $1.00 per share			610.6			3.6			3.6
	Class C common stock, par value $1.00 per share			27.6			0.3			0.3
	Additional paid-in capital			4,934.8			4,692.2			4,692.2
	Retained earnings			4,663.0			2,800.8			2,800.8
	Class A common stock in treasury, at cost			(213.1	)		—			—

		Total shareholders’ equity		10,022.9			7,496.9			7,496.9

		Total capitalization	$	16,707.2		$	19,495.8		$	19,513.6

(a) Represents 50.2 million shares not purchased as part of the tender offer that were converted into the right to receive $34.75 per share in cash, without interest, in the follow-on merger. Cox has and will continue to pay for such shares as they are surrendered by holders. As previously reported, as of January 12, 2005, Cox had paid merger consideration of approximately $1,718.5 million in the aggregate to holders representing approximately 49.5 million cancelled Cox Class A shares.

(b) Approximately $88.5 million was borrowed but not needed to fund the closing of the tender offer and the follow-on merger on December 8, 2004. Cox intends to use this amount to repay other outstanding debt. For purposes of the pro forma column, Cox has assumed the repayment of a portion of commercial paper borrowings with all of the excess borrowings and, for purposes of the pro forma as adjusted column, Cox has assumed the same repayment of commercial paper borrowings followed by additional commercial paper borrowings of $23.6 million to fund (i) estimated fees and expenses associated with the private placement of senior notes and (ii) the difference between the aggregate principal amount of the privately-placed notes and the price of such notes to investors in order to repay the 18-month, $3.0 billion term loan entered into and drawn down to finance Cox’s joint tender offer.


(a)	Represents 50.2 million shares not purchased as part of the tender offer that were converted into the right to receive $34.75 per share in cash, without interest, in the follow-on merger. Cox has and will continue to pay for such shares as they are surrendered by holders. As previously reported, as of January 12, 2005, Cox had paid merger consideration of approximately $1,718.5 million in the aggregate to holders representing approximately 49.5 million cancelled Cox Class A shares.

(b)	Approximately $88.5 million was borrowed but not needed to fund the closing of the tender offer and the follow-on merger on December 8, 2004. Cox intends to use this amount to repay other outstanding debt. For purposes of the pro forma column, Cox has assumed the repayment of a portion of commercial paper borrowings with all of the excess borrowings and, for purposes of the pro forma as adjusted column, Cox has assumed the same repayment of commercial paper borrowings followed by additional commercial paper borrowings of $23.6 million to fund (i) estimated fees and expenses associated with the private placement of senior notes and (ii) the difference between the aggregate principal amount of the privately-placed notes and the price of such notes to investors in order to repay the 18-month, $3.0 billion term loan entered into and drawn down to finance Cox’s joint tender offer.