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Liberty Global, Inc. (“Liberty Global,” “LGI,” or the “Company”)
(NASDAQ: LBTYA, LBTYB and LBTYK), today announces its preliminary
unaudited consolidated financial and operating results for the year and
three months (“Q4”) ended December 31, 2012. We expect to publish our
final consolidated results for 2012 on February 13, 2013 after market
close and conduct our 2012 earnings call on February 14, 2013. In
addition, Liberty Global announced today that it had signed an agreement
to acquire Virgin Media. The details regarding this acquisition are
described in a separate press release issued today by Liberty Global and
Highlights for the full year and Q4 compared to the same period for 2011
(unless noted), include:1
Organic RGU2 additions increased 34% to 1.6 million in
2012, including 465,000 in Q4
Revenue of $10.31 billion, including $2.73 billion in Q4
2012 rebased3 revenue growth of 5.8%, including 6.5% in
Operating Cash Flow (“OCF”)4 of $4.87 billion in 2012,
including $1.25 billion in Q4
2012 rebased OCF growth of 4.1%, including 5.6% in Q4
Excluding VTR Wireless,5 2012 rebased OCF growth was
5.2% and Q4 rebased OCF growth was 6.5%
Operating income increased 9% to $1.98 billion for 2012 and 23% to
$501 million for Q4
Capital expenditures as a percentage of revenue of 16% for Q4 and 18%
for 2012, both reflecting significant declines over the corresponding
prior year periods
2012 Adjusted Free Cash Flow (“Adjusted FCF”)6 of $1.03
billion, including $594 million in Q4
Reflects year-over-year growth of 31% for 2012 and 62% for Q4
Key Subscriber Statistics7
Organic Net Adds
2-Way Homes Passed
Summary of Debt, Capital Lease Obligations and Cash and Cash
The following table9 details the U.S. dollar equivalent
balances of our third-party consolidated debt, capital lease obligations
and cash and cash equivalents at December 31, 2012:
LGI and its non-operating subsidiaries
UPC Holding (excluding VTR Group)
Liberty Puerto Rico
Other operating subsidiaries
Restricted cash for LGI Telenet Tender released on 2/1/1312
Adjusted Cash Position
Unused Borrowing Capacity13
Total Consolidated Liquidity
Summary of Consolidated Liquidity and Leverage Ratios
The following table highlights our consolidated leverage ratios14
at December 31, 2012:
Consolidated Leverage Ratios
Adjusted Consolidated Leverage Ratios
Operating Cash Flow Reconciliation
Three months ended
Total segment operating cash flow from continuing operations
Stock-based compensation expense
Depreciation and amortization
Impairment, restructuring and other operating items, net
Free Cash Flow and Adjusted Free Cash Flow Reconciliation
Three months ended
Net cash provided by operating activities of continuing operations
Excess tax benefits from stock-based compensation15
Cash payments for direct acquisition costs16
Principal payments on vendor financing obligations
Principal payments on certain capital leases
Payments associated with Old Unitymedia’s pre-acquisition capital
FCF deficit of VTR Wireless
The table below highlights the categories of our property and equipment
additions for the indicated periods and reconciles those additions to
the capital expenditures that we present in our consolidated statements
of cash flows:
Three months ended
in millions, except % amounts
Property and equipment additions
Assets acquired under capital-related vendor financing arrangements
Assets acquired under capital leases
Changes in current liabilities related to capital expenditures
Total capital expenditures18
Property and equipment additions as % of revenue
Capital expenditures as % of revenue
Additional Information and Where to Find it
Nothing in this press release shall constitute a solicitation to buy or
subscribe for or an offer to sell any securities of Liberty Global,
Virgin Media or the new Liberty Global holding company. In connection
with the proposed transaction, Liberty Global and Virgin Media will file
a joint proxy statement/prospectus with the SEC, and the new Liberty
Global holding company will file a Registration Statement on Form S-4
with the SEC. STOCKHOLDERS OF EACH COMPANY AND OTHER INVESTORS ARE URGED
TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) REGARDING THE PROPOSED
TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy
of the registration statement and joint proxy statement/prospectus, as
well as other filings containing information about Liberty Global,
Virgin Media and the new Liberty Global holding company, without charge,
at the SEC's Internet site (http://www.sec.gov).
Copies of the registration statement and joint proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference therein can also be obtained, without charge,
by directing a request to Liberty Global, Inc., 12300 Liberty Boulevard,
Englewood, Colorado, 80112, USA, Attention: Investor Relations,
Telephone: +1 303 220 6600, or to Virgin Media Limited, Communications
House, Bartley Wood Business Park, Bartley Way, Hook, RG27 9UP, United
Kingdom, Attn: Investor Relations Department, Telephone +44 (0) 1256
Participants in Solicitation
The respective directors and executive officers of Liberty Global and
Virgin Media and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding Liberty Global's directors and executive officers
is available in its proxy statement filed with the SEC by Liberty Global
on April 27, 2012, and information regarding Virgin Media's directors
and executive officers is available in its proxy statement filed with
the SEC by Virgin Media on April 30, 2012. Other information regarding
the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will
be contained in the joint proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available. These
documents can be obtained free of charge from the sources indicated
About Liberty Global
Liberty Global is the leading international cable company, with
operations in 13 countries. We connect people to the digital world and
enable them to discover and experience its endless possibilities. Our
market-leading television, broadband internet and telephony services are
provided through next-generation networks and innovative technology
platforms that connect 20 million customers who subscribe to 35 million
services as of December 31, 2012.
Liberty Global’s consumer brands include UPC, Unitymedia, KabelBW,
Telenet and VTR. Our operations also include Chellomedia, our content
division, UPC Business, a commercial services division and Liberty
Global Ventures, our investment fund. For more information, please visit www.lgi.com
We began accounting for Austar United Communications Limited
(“Austar”) as a discontinued operation effective December 31, 2011.
The results of operations, subscriber metrics and cash flows of
Austar have been classified as a discontinued operation for all
periods presented. Accordingly, the financial and statistical
information presented herein includes only our continuing
operations, unless otherwise indicated.
Revenue Generating Unit (“RGU”) is separately an Analog Cable
Subscriber, Digital Cable Subscriber, DTH Subscriber, MMDS
Subscriber, Internet Subscriber or Telephony Subscriber. Organic
figures exclude RGUs of acquired entities at the date of
acquisition, but include the impact of changes in RGUs from the date
of acquisition. All subscriber/RGU additions or losses refer to net
organic changes, unless otherwise noted.
For purposes of calculating rebased growth rates on a comparable
basis for all businesses that we owned during 2011 and 2012, we
have adjusted our historical revenue and OCF for the three months
and year ended December 31, 2011 to (i) include the
pre-acquisition revenue and OCF of certain entities acquired
during 2011 and 2012 in the respective 2011 rebased amounts to the
same extent that the revenue and OCF of such entities are included
in our 2012 results, (ii) exclude a small disposition to the
extent that the revenue and OCF are included in our 2011 results
and (iii) reflect the translation of our rebased amounts for the
2011 periods at the applicable average exchange rates that were
used to translate our 2012 results. For additional information
regarding our rebased growth calculations, please see page 11 of
our third quarter 2012 earnings release dated November 4, 2012.
As we use the term, operating cash flow is defined as revenue less
operating and selling, general and administrative expenses
(excluding stock-based compensation, depreciation and amortization,
provisions for litigation and impairment, restructuring and other
operating items). Other operating items include (i) gains and losses
on the disposition of long-lived assets, (ii) direct acquisition
costs, such as third-party due diligence, legal and advisory costs,
and (iii) other acquisition-related items, such as gains and losses
on the settlement of contingent consideration. Our internal decision
makers believe operating cash flow is a meaningful measure and is
superior to available GAAP measures because it represents a
transparent view of our recurring operating performance that is
unaffected by our capital structure and allows management to (i)
readily view operating trends, (ii) perform analytical comparisons
and benchmarking between segments and (iii) identify strategies to
improve operating performance in the different countries in which we
operate. We believe our operating cash flow measure is useful to
investors because it is one of the bases for comparing our
performance with the performance of other companies in the same or
similar industries, although our measure may not be directly
comparable to similar measures used by other public companies.
Operating cash flow should be viewed as a measure of operating
performance that is a supplement to, and not a substitute for,
operating income, net earnings (loss), cash flow from operating
activities and other GAAP measures of income or cash flows.
Represents our consolidated rebased growth rate, excluding the
incremental OCF deficit of VTR Wireless SA (“VTR Wireless”).
Free Cash Flow (“FCF”) is defined as net cash provided by our
operating activities, plus (i) excess tax benefits related to the
exercise of stock incentive awards and (ii) cash payments for
direct acquisition costs, less (a) capital expenditures, as
reported in our consolidated cash flow statements, (b) principal
payments on vendor financing obligations and (c) principal
payments on capital leases (exclusive of the portions of the
network lease in Belgium and the duct leases in Germany that we
assumed in connection with certain acquisitions), with each item
excluding any cash provided or used by our discontinued
operations. We believe that our presentation of free cash flow
provides useful information to our investors because this measure
can be used to gauge our ability to service debt and fund new
investment opportunities. Free cash flow should not be understood
to represent our ability to fund discretionary amounts, as we have
various mandatory and contractual obligations, including debt
repayments, which are not deducted to arrive at this amount.
Investors should view free cash flow as a supplement to, and not a
substitute for, GAAP measures of liquidity included in our
consolidated cash flow statements. We also present Adjusted FCF,
which adjusts FCF to eliminate the incremental FCF deficit
associated with the VTR Wireless mobile initiative and, during
2011, the payments associated with the capital structure of the
predecessor of Unitymedia KabelBW GmbH (“Old Unitymedia”).
For further information regarding certain operating data and
subscriber definitions, please see pages 20-21 of our third
quarter 2012 earnings release dated November 4, 2012.
We do not include subscriptions to mobile services in our externally
reported RGU counts. In this regard, our December 31, 2012 RGU
counts exclude 521,600, 132,400, 48,300, 34,500, 3,500 and 2,800
postpaid subscriber identification module (“SIM”) cards in service
in Belgium, Germany, Chile, Poland, the Netherlands and Hungary,
respectively, and 89,900 prepaid SIM cards in service in Chile.
Except as otherwise indicated, the amounts reported in the table
include the named entity and its subsidiaries.
Debt amounts for UPC Holding and Telenet include senior secured
notes issued by special purpose entities that are consolidated by
Of these amounts, VTR Wireless accounts for $92 million of the debt
and $9 million of the cash of VTR Group.
On December 17, 2012, we launched a voluntary and conditional cash
public offer, at an offer price of €35.00 per share, for (i) all of
Telenet's issued shares that we did not already own or that were not
held by Telenet and (ii) certain of Telenet’s outstanding vested and
unvested employee warrants (the “LGI Telenet Tender”). Pursuant to
the LGI Telenet Tender, which was completed on February 1, 2013, we
acquired (i) 9,497,637 of Telenet’s issued shares, and (ii) 3,000 of
the outstanding and vested warrants. In connection with the launch
of the LGI Telenet Tender, we were required to place €1,142.5
million ($1,507.8 million) of cash into a restricted account. On
February 1, 2013, we used €332.5 million ($438.8 million) of this
restricted cash account to fund the LGI Telenet Tender and the
remaining amount was released from restrictions.
The $2.2 billion amount reflects the aggregate unused borrowing
capacity, as represented by the maximum undrawn commitments under
our subsidiaries’ applicable facilities without regard to covenant
compliance calculations. Upon completion of our Q4 2012 compliance
reporting, we would expect to be able to borrow approximately $1.8
billion of this aggregate borrowing capacity.
Our gross and net debt ratios are defined as total debt and net debt
to annualized OCF of the latest quarter. Net debt is defined as
total debt less cash and cash equivalents. Additionally, our cash
and cash equivalent balance for these purposes include restricted
cash that was released from restrictions after completion of the LGI
Telenet Tender offer, subsequent to year-end. For our adjusted
ratios, the debt amount excludes the $1.1 billion loan that is
backed by the shares we hold in Sumitomo Corporation.
Excess tax benefits from stock-based compensation represent the
excess of tax deductions over the related financial reporting
stock-based compensation expense. The hypothetical cash flows
associated with these excess tax benefits are reported as an
increase to cash flows from financing activities and a corresponding
decrease to cash flows from operating activities in our consolidated
cash flow statements.
Represents costs paid during the period to third parties directly
related to acquisitions.
Represents derivative payments on the pre-acquisition capital
structure of Old Unitymedia during the post-acquisition period.
These payments were reflected as a reduction of cash provided by
operations in our consolidated cash flow statement for the year
ended December 31, 2011. Old Unitymedia’s pre-acquisition debt was
repaid on March 2, 2010 with part of the proceeds of the debt
incurred for the Unitymedia acquisition.
The capital expenditures that we report in our consolidated cash
flow statements do not include amounts that are financed under
vendor financing or capital lease arrangements. Instead, these
expenditures are reflected as non-cash additions to our property and
equipment when the underlying assets are delivered, and as
repayments of debt when the related principal is repaid.
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