e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2008
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission File Number
000-51360
Liberty Global, Inc.
(Exact name of Registrant as
specified in its charter)
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State of Delaware
(State or other jurisdiction
of
incorporation or organization)
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20-2197030
(I.R.S. Employer
Identification No.)
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12300 Liberty Boulevard
Englewood, Colorado
(Address of principal
executive offices)
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80112
(Zip Code)
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Registrants telephone
number, including area code:
(303) 220-6600
Securities registered pursuant to
Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Series A Common Stock, par value $0.01 per share
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NASDAQ Global Select Market
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Series B Common Stock, par value $0.01 per share
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NASDAQ Global Select Market
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Series C Common Stock, par value $0.01 per share
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NASDAQ Global Select Market
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Securities registered pursuant to Section 12(g) of the Act:
none
Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months and (2) has been subject to such filing
requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company. See definition of large
accelerated filer, accelerated filer and smaller
reporting company in
Rule 12b-2
of the Exchange Act. Check one:
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Large Accelerated
Filer þ
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Accelerated
Filer o
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Non-Accelerated
Filer o
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Indicate by check mark whether the registrant is a shell company
as defined in
Rule 12b-2
of the Exchange
Act. Yes o No þ
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates, computed by reference to
the price at which the common equity was last sold, or the
average bid and ask price of such common equity, as of the last
business day of the registrants most recently completed
second fiscal quarter: $9.1 billion.
The number of outstanding shares of Liberty Global, Inc.s
common stock as of February 16, 2009 was:
136,345,142 shares of Series A common stock;
7,191,210 shares of Series B common stock; and
132,004,725 shares of Series C common stock.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the
Registrants 2008 Annual Meeting of Stockholders are
incorporated by reference in Part III of this
Form 10-K.
LIBERTY
GLOBAL, INC.
2008
ANNUAL REPORT ON
FORM 10-K
TABLE OF
CONTENTS
PART I
General
Development of Business
Liberty Global, Inc. (LGI) is an international provider of
video, voice and broadband internet services, with consolidated
broadband communications
and/or
direct-to-home
(DTH) satellite operations at December 31, 2008, in 15
countries, primarily in Europe, Japan and Chile. Through our
indirect wholly-owned subsidiary, UPC Holding BV (UPC Holding),
we provide video, voice and broadband internet services in 10
European countries and in Chile. The European broadband
communications operations of UPC Broadband Holding BV, a
subsidiary of UPC Holding (UPC Broadband Holding), are
collectively referred to as the UPC Broadband Division. UPC
Broadband Holdings broadband communication operations in
Chile are provided through VTR Global Com S.A. (VTR). Through
our 50.6% indirect majority ownership interest in Telenet Group
Holding NV (Telenet), we provide broadband communications
services in Belgium. Through our indirect 37.8% controlling
ownership interest in Jupiter Telecommunications Co., Ltd.
(J:COM), we provide broadband communications services in Japan.
Through our 54.0% indirect majority owned subsidiary, Austar
United Communications Limited (Austar), we provide DTH satellite
services in Australia. We also have (1) consolidated
broadband communications operations in Puerto Rico and
(2) consolidated interests in certain programming
businesses in Europe, Japan (through J:COM) and Argentina. Our
consolidated programming interests in Europe are primarily held
through Chellomedia BV (Chellomedia), which owns or manages
investments in various businesses, primarily in Europe. Certain
of Chellomedias subsidiaries and affiliates provide
programming services to our broadband communications operations,
primarily in Europe.
In the following text, the terms we,
our, our company, and us may
refer, as the context requires, to LGI and its predecessors and
subsidiaries.
Unless indicated otherwise, convenience translations into
U.S. dollars are calculated as of December 31, 2008,
and operational data, including subscriber statistics and
ownership percentages, are as of December 31, 2008.
Recent
Developments
Acquisitions
Mediatti. On December 25, 2008, the
shareholders of Mediatti Communications, Inc. (Mediatti), a
provider of cable television and broadband internet services in
Japan, including our subsidiary Liberty Japan MC, LLC (Liberty
Japan MC), sold all of the issued and outstanding shares of
Mediatti to J:COM for cash consideration (before direct
acquisition costs) of ¥28,350.6 million
($310.5 million at the transaction date) of which Liberty
Japan MC received ¥12,887.0 million
($141.1 million at the transaction date). Our indirect
majority-owned subsidiary, LGI/Sumisho Super Media LLC (Super
Media) owns a controlling interest in J:COM. See
Operations Asia/Pacific
Jupiter Telecommunications Co. Ltd. below. On the
day preceding the sale of Mediatti to J:COM, we purchased
Sumitomo Corporations (Sumitomo) entire 4.8% interest in
Liberty Japan MC for ¥615.8 million ($6.8 million
at the transaction date), resulting in Liberty Japan MC becoming
our indirect wholly-owned subsidiary.
Interkabel Acquisition. On October 1,
2008, pursuant to an agreement with four associations of
municipalities in Belgium (referred to as the pure
intercommunales or PICs) executed on June 28, 2008 (the
2008 PICs Agreement), Telenet acquired from the PICs certain
cable television assets (Interkabel), including
(1) substantially all of the rights that Telenet did not
already hold to use the broadband communications network owned
by the PICs (the Telenet PICs Network) and (2) the analog
and digital television activities of the PICs, including the
entire subscriber base (together with the acquisition of the
rights to use the Telenet PICs Network, the Interkabel
Acquisition). In connection with the Interkabel Acquisition,
(1) Telenet paid net cash consideration of
224.9 million ($315.9 million at the transaction
date) before working capital adjustments and direct acquisition
costs and (2) entered into a long-term lease of the Telenet
PICs Network. The 224.9 million of cash consideration
includes 8.3 million ($11.6 million at the
transaction date) representing compensation to the PICs for the
acquisition of certain equipment and other rights, net of
compensation to Telenet for the transfer of certain liabilities
to Telenet. In
I-1
addition, the PICs paid Telenet cash of 27.0 million
($37.9 million at the transaction date) during the fourth
quarter of 2008 in connection with certain working capital
adjustments. Telenet borrowed an additional
85.0 million ($124.2 million at the transaction
date) under the Telenet senior credit facility in September 2008
to fund a portion of the 224.9 million of net cash
consideration paid to the PICs. The remaining net cash
consideration was funded by existing cash and cash equivalent
balances.
For information on the long-term lease and other provisions of
the 2008 PICs Agreement see Operations
Europe Liberty Global
Europe Telenet (Belgium) below and
note 4 to our consolidated financial statements included in
Part II of this report. For information concerning the
litigation related to the Interkabel Acquisition, see
note 20 to our consolidated financial statements included
in Part II of this report.
Spektrum. On September 1, 2008,
Chellomedia Programming BV, a wholly-owned subsidiary of
Chellomedia, acquired 100% of the ownership interests in
Spektrum-TV
Zrt and Ceska programova spolecnost s.r.o. (together, Spektrum)
for cash consideration of $94.2 million, before considering
cash acquired, post-closing working capital adjustments and
direct acquisition costs. Spektrum operates a documentary
channel in the Czech Republic, Slovakia and Hungary.
For additional information on the foregoing acquisitions, see
note 4 to our consolidated financial statements included in
Part II of this report. In addition, during 2008, we
completed various other smaller acquisitions in the normal
course of business.
Financings
UPC Broadband Holding Bank Facility Refinancing
Transactions. In August and September 2008, UPC
Holdings subsidiaries, UPC Financing Partnership and UPC
Broadband Holding, as the Borrowers, entered into two additional
facility accession agreements (Facility O and Facility P,
respectively) pursuant to UPC Broadband Holdings senior
secured credit agreement (as amended and restated, the UPC
Broadband Holding Bank Facility). Facility O is an additional
term loan facility comprised of (1) a HUF
5,962.5 million ($31.3 million)
sub-tranche
and (2) a PLN 115.1 million ($38.7 million)
sub-tranche.
Both
sub-tranches
were drawn in full in August 2008. Facility P is an additional
term loan facility in the principal amount of
$521.2 million, of which only $511.5 million was
received due to the failure of one of the lenders to fund a
$9.7 million commitment. The lenders under LGIs
$215.0 million Senior Revolving Facility Agreement (the LGI
Credit Facility) rolled their commitments into Facility P, and
the LGI Credit Facility was cancelled. Certain of the lenders
under Facility I, a 250.0 million
($348.8 million) repayable and redrawable term loan
facility under the UPC Broadband Holding Bank Facility, have
novated 202.0 million ($281.8 million) of their
undrawn commitments to Liberty Global Europe BV, which is a
direct subsidiary of UPC Broadband Holding, and have entered
into Facility P. The remaining third-party lenders under
Facility I remain committed to lend their
48.0 million ($67.0 million) share of Facility
I. Facility P was drawn on September 12, 2008. The proceeds
of Facilities O and P have been applied towards general
corporate and working capital purposes.
Telenet Credit Facility Amendment. Effective
May 23, 2008, Telenets senior credit facility (the
Telenet Credit Facility) was amended to (1) include an
increased basket for permitted financial indebtedness incurred
pursuant to finance leases, (2) include a new definition of
Interkabel Acquisition, (3) carve-out
indebtedness incurred under the network lease entered into in
connection with the Interkabel Acquisition up to a maximum
aggregate amount of 195.0 million
($272.1 million) from the definition of Total Debt (as
defined in the Telenet Credit Facility) and (4) extend the
availability period for the 225.0 million
($313.9 million) Term Loan B2 Facility from July 31,
2008 to June 30, 2009. Furthermore, the margins for the
respective facilities were confirmed as follows: (1) the
applicable margin for the 530.0 million
($739.5 million) Term Loan A Facility is 2.25% per annum
over EURIBOR, (2) the applicable margin for the
307.5 million ($429.0 million) Term Loan B1
Facility and Term Loan B2 Facility is 2.50% per annum over
EURIBOR, (3) the applicable margin for the
1,062.5 million ($1,482.5 million) Term Loan C
Facility is 2.75% per annum over EURIBOR and (4) the
applicable margin for the 175.0 million
($244.2 million) Revolving Facility is 2.125% per annum
over EURIBOR.
For a further description of the terms of the above financings
and certain other transactions affecting our consolidated debt
in 2008, see note 10 to our consolidated financial
statements included in Part II of this report.
I-2
Stock
Repurchases
Pursuant to our various stock repurchase programs, we
repurchased during 2008 a total of 39,065,387 shares of LGI
Series A common stock at a weighted average price of $30.24
per share and 35,084,656 shares of LGI Series C common
stock at a weighted average price of $29.52 per share, for an
aggregate cash purchase price of $2,217.1 million,
including direct acquisition costs. At December 31, 2008,
we were authorized under our current stock repurchase program to
acquire an additional $94.8 million of LGI Series A
and Series C common stock through open market transactions
or privately negotiated transactions, which may include
derivative transactions. The timing of the repurchase of shares
pursuant to this program is dependent on a variety of factors,
including market conditions. This program may be suspended or
discontinued at any time. At February 23, 2009, the
remaining amount authorized under this program was
$1.0 million.
* * * *
Certain statements in this Annual Report on
Form 10-K
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. To the extent
that statements in this Annual Report are not recitations of
historical fact, such statements constitute forward-looking
statements, which, by definition, involve risks and
uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements.
In particular, statements under Item 1. Business,
Item 2. Properties, Item 3. Legal
Proceedings, Item 7. Managements Discussion
and Analysis of Financial Condition and Results of Operations
and Item 7A. Quantitative and Qualitative
Disclosures About Market Risk contain forward-looking
statements, including statements regarding business, product,
acquisition, disposition and finance strategies, our capital
expenditure priorities, subscriber growth and retention rates,
competitive and economic factors, the maturity of our markets,
anticipated cost increases, liquidity, credit risk and target
leverage levels. Where, in any forward-looking statement, we
express an expectation or belief as to future results or events,
such expectation or belief is expressed in good faith and
believed to have a reasonable basis, but there can be no
assurance that the expectation or belief will result or be
achieved or accomplished. In evaluating these statements, you
should consider the risks and uncertainties discussed under
Item 1A. Risk Factors and Item 7A.
Quantitative and Qualitative Disclosures About Market
Risk, as well as the following list of some but not all of
the factors that could cause actual results or events to differ
materially from anticipated results or events:
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economic and business conditions and industry trends in the
countries in which we, and the entities in which we have
interests, operate;
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the competitive environment in the broadband communications and
programming industries in the countries in which we, and the
entities in which we have interests, operate;
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competitor responses to our products and services, and the
products and services of the entities in which we have interests;
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fluctuations in currency exchange rates and interest rates;
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consumer disposable income and spending levels, including the
availability and amount of individual consumer debt;
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changes in consumer television viewing preferences and habits;
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consumer acceptance of existing service offerings, including our
digital video, voice and broadband internet services;
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consumer acceptance of new technology, programming alternatives
and broadband services that we may offer;
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our ability to manage rapid technological changes;
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our ability to maintain or increase the number of subscriptions
to our digital video, voice and broadband internet services and
our average revenue per household;
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our ability to maintain or increase rates to our subscribers or
to pass through increased costs to our subscribers;
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I-3
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the impact of our future financial performance, or market
conditions generally, on the availability, terms and deployment
of capital;
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the outcome of any pending or threatened litigation;
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continued consolidation of the foreign broadband distribution
industry;
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changes in, or failure or inability to comply with, government
regulations in the countries in which we, and the entities in
which we have interests, operate and adverse outcomes from
regulatory proceedings;
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our ability to obtain regulatory approval and satisfy other
conditions necessary to close acquisitions, as well as our
ability to satisfy conditions imposed by competition and other
regulatory authorities in connection with acquisitions;
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government intervention that opens our broadband distribution
networks to competitors;
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changes in laws or treaties relating to taxation, or the
interpretation thereof, in countries in which we, or the
entities in which we have interests, operate;
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uncertainties inherent in the development and integration of new
business lines and business strategies;
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capital spending for the acquisition
and/or
development of telecommunications networks and services;
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our ability to successfully integrate and recognize anticipated
efficiencies from the businesses we acquire;
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problems we may discover post-closing with the operations,
including the internal controls and financial reporting process,
of businesses we acquire;
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the ability of suppliers and vendors to timely deliver products,
equipment, software and services;
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the availability of attractive programming for our digital video
services at reasonable costs;
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the loss of key employees and the availability of qualified
personnel;
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changes in the nature of key strategic relationships with
partners and joint ventures; and
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events that are outside of our control, such as political unrest
in international markets, terrorist attacks, natural disasters,
pandemics and other similar events.
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The broadband communications services industries are changing
rapidly and, therefore, the forward-looking statements of
expectations, plans and intent in this Annual Report are subject
to a significant degree of risk. These forward-looking
statements and the above-described risks, uncertainties and
other factors speak only as of the date of this Annual Report,
and we expressly disclaim any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statement contained herein, to reflect any change in our
expectations with regard thereto, or any other change in events,
conditions or circumstances on which any such statement is based.
Financial
Information About Operating Segments
Financial information about our reportable segments appears in
note 21 to our consolidated financial statements included
in Part II of this report.
Narrative
Description of Business
Overview
Broadband
Distribution
We offer a variety of broadband services over our cable
television systems, including video, broadband internet and
telephony. Available service offerings depend on the bandwidth
capacity of our systems and whether they have been upgraded for
two-way communications. In select markets, we also offer video
services through DTH or through multi-channel multipoint
(microwave) distribution systems (MMDS). Our analog video
service offerings include basic programming and in some markets
expanded basic programming. We tailor both our basic channel
line-up and
our additional channel offerings to each system according to
culture, demographics, programming
I-4
preferences and local regulation. Our digital video service
offerings include basic and premium programming and, in most
markets, incremental product and service offerings such as
enhanced
pay-per-view
programming, including
video-on-demand
(VoD) and near-video-on-demand (NVoD), digital video recorders
(DVR) and high definition (HD) television services. We offer
broadband internet services in all of our broadband
communications markets. Our residential subscribers generally
access the internet via cable modems connected to their personal
computers at various speeds depending on the tier of service
selected. We determine pricing for each different tier of
internet service through analysis of speed, data limits, market
conditions and other factors.
We offer telephony services in all of our broadband
communications markets. In Austria, Belgium, Chile, Hungary,
Japan and the Netherlands, we provide circuit-switched telephony
services and
voice-over-internet-protocol
(VoIP) telephony services. Telephony services in the remaining
markets are provided using VoIP technology. In select markets,
including Australia, we also offer mobile telephony services
using third-party networks.
We operate our broadband distribution businesses in Europe
through the UPC Broadband Division of Liberty Global Europe, NV.
(Liberty Global Europe), the parent company of UPC Holding, and
through Liberty Global Europes indirect subsidiary,
Telenet; in Japan through J:COM, a subsidiary of Super Media;
and in the Americas through VTR and Liberty Cablevision of
Puerto Rico Ltd. (Liberty Puerto Rico); and our satellite
distribution business in Australia through Austar. Each of
Liberty Global Europe, UPC Holding, Telenet, J:COM, Super Media,
VTR, Liberty Puerto Rico and Austar is a consolidated
subsidiary. Except as otherwise noted, we refer to Liberty
Puerto Rico and the countries of South America collectively as
the Americas.
I-5
The following table presents certain operating data, as of
December 31, 2008, with respect to the broadband
communications and DTH systems of our subsidiaries in Europe,
Japan, the Americas and Australia. This table reflects 100% of
the operational data applicable to each subsidiary regardless of
our ownership percentage.
Consolidated
Operating Data
December 31, 2008
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Two-way
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Video
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Internet
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Telephone
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Homes
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Homes
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Customer
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Total
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Analog Cable
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Digital Cable
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DTH
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MMDS
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Total
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Homes
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Homes
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Passed (1)
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Passed (2)
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Relationships (3)
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RGUs (4)
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Subscribers (5)
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Subscribers (6)
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Subscribers (7)
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Subscribers (8)
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Video
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Serviceable (9)
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Subscribers (10)
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Serviceable (11)
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Subscribers (12)
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UPC Broadband Division:
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The Netherlands
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2,740,000
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2,633,900
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2,047,200
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3,299,300
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1,396,400
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648,000
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2,044,400
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2,633,900
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682,500
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2,569,900
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572,400
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Switzerland (13)
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1,867,300
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1,335,700
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1,557,300
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2,350,900
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1,209,100
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347,000
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1,556,100
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1,525,700
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485,500
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1,523,700
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309,300
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Austria
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1,146,500
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1,146,500
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748,700
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1,231,000
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383,300
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171,700
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555,000
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1,146,500
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433,900
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1,146,500
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242,100
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Ireland
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877,000
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513,300
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554,900
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667,000
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217,000
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233,100
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87,200
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537,300
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513,300
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101,900
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401,000
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27,800
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Total Western Europe
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6,630,800
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5,629,400
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4,908,100
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7,548,200
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3,205,800
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|
|
1,399,800
|
|
|
|
|
|
|
|
87,200
|
|
|
|
4,692,800
|
|
|
|
5,819,400
|
|
|
|
1,703,800
|
|
|
|
5,641,100
|
|
|
|
1,151,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
1,199,800
|
|
|
|
1,165,900
|
|
|
|
963,300
|
|
|
|
1,403,700
|
|
|
|
593,900
|
|
|
|
79,400
|
|
|
|
183,000
|
|
|
|
|
|
|
|
856,300
|
|
|
|
1,165,900
|
|
|
|
321,500
|
|
|
|
1,168,400
|
|
|
|
225,900
|
|
Romania
|
|
|
2,069,800
|
|
|
|
1,700,400
|
|
|
|
1,263,400
|
|
|
|
1,624,900
|
|
|
|
998,200
|
|
|
|
109,900
|
|
|
|
155,300
|
|
|
|
|
|
|
|
1,263,400
|
|
|
|
1,575,000
|
|
|
|
237,300
|
|
|
|
1,513,200
|
|
|
|
124,200
|
|
Poland
|
|
|
1,996,700
|
|
|
|
1,795,800
|
|
|
|
1,084,300
|
|
|
|
1,555,800
|
|
|
|
941,400
|
|
|
|
79,100
|
|
|
|
|
|
|
|
|
|
|
|
1,020,500
|
|
|
|
1,795,800
|
|
|
|
388,000
|
|
|
|
1,734,500
|
|
|
|
147,300
|
|
Czech Republic
|
|
|
1,303,200
|
|
|
|
1,193,400
|
|
|
|
789,700
|
|
|
|
1,119,900
|
|
|
|
265,200
|
|
|
|
294,000
|
|
|
|
121,700
|
|
|
|
|
|
|
|
680,900
|
|
|
|
1,193,400
|
|
|
|
312,200
|
|
|
|
1,180,800
|
|
|
|
126,800
|
|
Slovakia
|
|
|
485,100
|
|
|
|
394,900
|
|
|
|
298,900
|
|
|
|
364,400
|
|
|
|
225,400
|
|
|
|
29,300
|
|
|
|
31,500
|
|
|
|
5,500
|
|
|
|
291,700
|
|
|
|
361,100
|
|
|
|
53,100
|
|
|
|
361,100
|
|
|
|
19,600
|
|
Slovenia
|
|
|
224,300
|
|
|
|
169,000
|
|
|
|
161,200
|
|
|
|
241,400
|
|
|
|
147,200
|
|
|
|
10,000
|
|
|
|
|
|
|
|
4,000
|
|
|
|
161,200
|
|
|
|
169,000
|
|
|
|
55,600
|
|
|
|
169,000
|
|
|
|
24,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
7,278,900
|
|
|
|
6,419,400
|
|
|
|
4,560,800
|
|
|
|
6,310,100
|
|
|
|
3,171,300
|
|
|
|
601,700
|
|
|
|
491,500
|
|
|
|
9,500
|
|
|
|
4,274,000
|
|
|
|
6,260,200
|
|
|
|
1,367,700
|
|
|
|
6,127,000
|
|
|
|
668,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
13,909,700
|
|
|
|
12,048,800
|
|
|
|
9,468,900
|
|
|
|
13,858,300
|
|
|
|
6,377,100
|
|
|
|
2,001,500
|
|
|
|
491,500
|
|
|
|
96,700
|
|
|
|
8,966,800
|
|
|
|
12,079,600
|
|
|
|
3,071,500
|
|
|
|
11,768,100
|
|
|
|
1,820,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telenet (Belgium)
|
|
|
2,768,800
|
|
|
|
2,768,800
|
|
|
|
2,402,500
|
|
|
|
4,016,500
|
|
|
|
1,728,900
|
|
|
|
673,600
|
|
|
|
|
|
|
|
|
|
|
|
2,402,500
|
|
|
|
2,768,800
|
|
|
|
985,300
|
|
|
|
2,768,800
|
|
|
|
628,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J:COM (Japan)
|
|
|
12,241,500
|
|
|
|
12,241,500
|
|
|
|
3,167,400
|
|
|
|
5,613,600
|
|
|
|
560,000
|
|
|
|
1,997,000
|
|
|
|
|
|
|
|
|
|
|
|
2,557,000
|
|
|
|
12,241,500
|
|
|
|
1,486,800
|
|
|
|
11,393,200
|
|
|
|
1,569,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VTR (Chile)
|
|
|
2,523,000
|
|
|
|
1,779,200
|
|
|
|
1,029,100
|
|
|
|
2,057,200
|
|
|
|
532,700
|
|
|
|
345,200
|
|
|
|
|
|
|
|
|
|
|
|
877,900
|
|
|
|
1,779,200
|
|
|
|
588,700
|
|
|
|
1,764,400
|
|
|
|
590,600
|
|
Puerto Rico
|
|
|
345,300
|
|
|
|
345,300
|
|
|
|
120,600
|
|
|
|
187,700
|
|
|
|
|
|
|
|
83,800
|
|
|
|
|
|
|
|
|
|
|
|
83,800
|
|
|
|
345,300
|
|
|
|
68,700
|
|
|
|
345,300
|
|
|
|
35,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total The Americas
|
|
|
2,868,300
|
|
|
|
2,124,500
|
|
|
|
1,149,700
|
|
|
|
2,244,900
|
|
|
|
532,700
|
|
|
|
429,000
|
|
|
|
|
|
|
|
|
|
|
|
961,700
|
|
|
|
2,124,500
|
|
|
|
657,400
|
|
|
|
2,109,700
|
|
|
|
625,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Austar (Australia)
|
|
|
2,486,800
|
|
|
|
|
|
|
|
720,500
|
|
|
|
720,500
|
|
|
|
|
|
|
|
2,700
|
|
|
|
717,500
|
|
|
|
|
|
|
|
720,200
|
|
|
|
30,400
|
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total
|
|
|
34,275,100
|
|
|
|
29,183,600
|
|
|
|
16,909,000
|
|
|
|
26,453,800
|
|
|
|
9,198,700
|
|
|
|
5,103,800
|
|
|
|
1,209,000
|
|
|
|
96,700
|
|
|
|
15,608,200
|
|
|
|
29,244,800
|
|
|
|
6,201,300
|
|
|
|
28,039,800
|
|
|
|
4,644,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I-6
|
|
|
(1) |
|
Homes Passed are homes that can be connected to our networks
without further extending the distribution plant, except for DTH
and MMDS homes. Our Homes Passed counts are based on census data
that can change based on either revisions to the data or from
new census results. With the exception of Austar, we do not
count homes passed for DTH. With respect to Austar, we count all
homes in the areas that Austar is authorized to serve as Homes
Passed. With respect to MMDS, one MMDS customer is equal to one
Home Passed. Due to the fact that we do not own the partner
networks (defined below) used by Cablecom Holdings GmbH
(Cablecom) in Switzerland (see note 13) or the
unbundled loop and shared access network used by one of our
Austrian subsidiaries, UPC Austria GmbH (Austria GmbH), we do
not report homes passed for Cablecoms partner networks or
the unbundled loop and shared access network used by Austria
GmbH. |
|
(2) |
|
Two-way Homes Passed are Homes Passed by our networks where
customers can request and receive the installation of a two-way
addressable set-top converter, cable modem, transceiver and/or
voice port which, in most cases, allows for the provision of
video and internet services and, in some cases, telephony
services. Due to the fact that we do not own the partner
networks used by Cablecom in Switzerland or the unbundled loop
and shared access network used by Austria GmbH, we do not report
two-way homes passed for Cablecoms partner networks or the
unbundled loop and shared access network used by Austria GmbH. |
|
(3) |
|
Customer Relationships are the number of customers who receive
at least one of our video, internet or voice services that we
count as Revenue Generating Units (RGUs), without regard to
which, or to how many, services they subscribe. To the extent
that RGU counts include equivalent billing unit (EBU)
adjustments, we reflect corresponding adjustments to our
Customer Relationship counts. Customer Relationships generally
are counted on a unique premise basis. Accordingly, if an
individual receives our services in two premises (e.g. primary
home and vacation home), that individual will count as two
Customer Relationships. We exclude mobile customers from
Customer Relationships. |
|
(4) |
|
An RGU is separately an Analog Cable Subscriber, Digital Cable
Subscriber, DTH Subscriber, MMDS Subscriber, Internet Subscriber
or Telephony Subscriber. A home, residential multiple dwelling
unit or commercial unit may contain one or more RGUs. For
example, if a residential customer in our Austrian system
subscribed to our digital cable service, telephony service and
broadband internet service, the customer would constitute three
RGUs. Total RGUs is the sum of Analog Cable, Digital Cable, DTH,
MMDS, Internet and Telephony Subscribers. RGUs generally are
counted on a unique premise basis such that a given premise does
not count as more than one RGU for any given service. On the
other hand, if an individual receives our service in two
premises (e.g., a primary home and a vacation home), that
individual will count as two RGUs. Non-paying subscribers are
counted as subscribers during their free promotional service
period. Some of these subscribers may choose to disconnect after
their free service period. Services offered without charge on a
permanent basis (e.g. VIP subscribers, free service to
employees) are not counted as RGUs. |
|
(5) |
|
Analog Cable Subscriber is a home, residential multiple dwelling
unit or commercial unit that receives our analog cable service
over our broadband network. In Europe, we have approximately
535,300 lifeline customers that are counted on a per
connection basis, representing the least expensive regulated
tier of basic cable service, with only a few channels. |
|
(6) |
|
Digital Cable Subscriber is a home, residential multiple
dwelling unit or commercial unit that receives our digital cable
service over our broadband network or through a partner network.
We count a subscriber with one or more digital converter boxes
that receives our digital cable service as just one subscriber.
A Digital Cable Subscriber is not counted as an Analog Cable
Subscriber. As we migrate customers from analog to digital cable
services, we report a decrease in our Analog Cable Subscribers
equal to the increase in our Digital Cable Subscribers.
Individuals who receive digital cable service through a
purchased digital set-top box but do not pay a monthly digital
service fee are only counted as Digital Cable Subscribers to the
extent we can verify that such individuals are subscribing to
our analog cable service. We include this group of subscribers
in Telenets and Cablecoms Digital Cable Subscribers.
Subscribers to digital cable services provided by Cablecom over
partner networks receive analog cable services from the partner
networks as opposed to Cablecom. |
|
(7) |
|
DTH Subscriber is a home, residential multiple dwelling unit or
commercial unit that receives our video programming broadcast
directly via a geosynchronous satellite. |
I-7
|
|
|
(8) |
|
MMDS Subscriber is a home, residential multiple dwelling unit or
commercial unit that receives our video programming via MMDS. |
|
(9) |
|
Internet Homes Serviceable is a home, residential multiple
dwelling unit or commercial unit that can be connected to our
networks, or a partner network with which we have a service
agreement, where customers can request and receive broadband
internet services. With respect to Austria GmbH, we do not
report as Internet Homes Serviceable those homes served either
over an unbundled loop or over a shared access network. |
|
(10) |
|
Internet Subscriber is a home, residential multiple dwelling
unit or commercial unit that receives internet services over our
networks, or that we service through a partner network. Our
Internet Subscribers in Austria include 84,400 residential
digital subscriber line (DSL) subscribers of Austria GmbH that
are not serviced over our networks. Our Internet Subscribers do
not include customers that receive services from
dial-up
connections. |
|
(11) |
|
Telephony Homes Serviceable is a home, residential multiple
dwelling unit or commercial unit that can be connected to our
networks, or a partner network with which we have a service
agreement, where customers can request and receive voice
services. With respect to Austria GmbH, we do not report as
Telephony Homes Serviceable those homes served over an unbundled
loop rather than our network. |
|
(12) |
|
Telephony Subscriber is a home, residential multiple dwelling
unit or commercial unit that receives voice services over our
networks, or that we service through a partner network.
Telephony Subscribers exclude mobile telephony subscribers. Our
Telephony Subscribers in Austria include 38,500 residential
subscribers of Austria GmbH that are not serviced over our
networks. |
|
(13) |
|
Pursuant to service agreements, Cablecom offers digital cable,
broadband internet and telephony services over networks owned by
third-party cable operators (partner networks). A partner
network RGU is only recognized if Cablecom has a direct billing
relationship with the customer. Homes Serviceable for partner
networks represent the estimated number of homes that are
technologically capable of receiving the applicable service
within the geographic regions covered by Cablecoms service
agreements. Internet and Telephony Homes Serviceable with
respect to partner networks have been estimated by Cablecom.
These estimates may change in future periods as more accurate
information becomes available. Cablecoms partner network
information generally is presented one quarter in arrears such
that information included in our December 31, 2008
subscriber table is based on September 30, 2008 data. In
our December 31, 2008 subscriber table, Cablecoms
partner networks account for 78,900 Customer Relationships,
112,600 RGUs, 45,500 Digital Cable Subscribers, 190,000 Internet
Homes Serviceable, 188,000 Telephony Homes Serviceable, 40,900
Internet Subscribers, and 26,200 Telephony Subscribers. In
addition, partner networks account for 373,800 digital cable
homes serviceable that are not included in Homes Passed or
Two-way Homes Passed in our December 31, 2008 subscriber
table. |
Additional
General Notes to Table:
With respect to Chile, Japan and Puerto Rico, residential
multiple dwelling units with a discounted pricing structure for
video, broadband internet or telephony services are counted on
an EBU basis. With respect to commercial establishments, such as
bars, hotels and hospitals, to which we provide video and other
services primarily for the patrons of such establishments, the
subscriber count is generally calculated on an EBU basis by our
subsidiaries (with the exception of Telenet, which counts
commercial establishments on a per connection basis). EBU is
calculated by dividing the bulk price charged to accounts in an
area by the most prevalent price charged to non-bulk residential
customers in that market for the comparable tier of service.
Telenet leases a portion of its network under a long-term
capital lease arrangement. This table includes operating
statistics for Telenets owned and leased networks. On a
business-to-business
basis, certain of our subsidiaries provide data, telephony and
other services to businesses, primarily in the Netherlands,
Switzerland, Austria, Ireland, Belgium and Romania. We generally
do not count customers of these services as subscribers,
customers or RGUs.
While we take appropriate steps to ensure that subscriber
statistics are presented on a consistent and accurate basis at
any given balance sheet date, the variability from country to
country in (1) the nature and pricing of products and
services, (2) the distribution platform, (3) billing
systems, (4) bad debt collection experience and
(5) other
I-8
factors add complexity to the subscriber counting process. We
periodically review our subscriber counting policies and
underlying systems to improve the accuracy and consistency of
the data reported. Accordingly, we may from time to time make
appropriate adjustments to our subscriber statistics based on
those reviews.
Subscriber information for acquired entities is preliminary and
subject to adjustment until we have completed our review of such
information and determined that it is presented in accordance
with our policies.
Programming
Services
We own programming networks that provide video programming
channels to multi-channel distribution systems owned by us and
by third parties. We also represent programming networks owned
by others. Our programming networks distribute their services
through a number of distribution technologies, principally cable
television and DTH. Programming services may be delivered to
subscribers as part of a video distributors basic package
of programming services for a fixed monthly fee, or may be
delivered as a premium programming service for an
additional monthly charge or on a VoD or
pay-per-view
basis. Whether a programming service is on a basic or premium
tier, the programmer generally enters into separate affiliation
agreements, providing for terms of one or more years, with those
distributors that agree to carry the service. Basic programming
services generally derive their revenue from per-subscriber
license fees received from distributors and the sale of
advertising time on their networks or, in the case of shopping
channels, retail sales. Premium services generally do not sell
advertising and primarily generate their revenue from per
subscriber license fees. Programming providers generally have
two sources of content: (1) rights to productions that are
purchased from various independent producers and distributors,
and (2) original productions filmed for the programming
provider by internal personnel or third-party contractors. We
operate our programming businesses in Europe principally through
our subsidiary Chellomedia; in Japan principally through our
subsidiary J:COM; and in the Americas principally through our
subsidiary Pramer S.C.A. We also own joint venture interests in
MGM Networks Latin America, LLC, a programming business that
serves the Americas, and in XYZ Networks Pty Ltd. (XYZ
Networks), a programming business in Australia.
Operations
Europe
Liberty Global Europe
Our European operations are conducted through our wholly-owned
subsidiary, Liberty Global Europe, which provides video, voice
and broadband internet services in 11 countries in Europe.
Liberty Global Europes operations are currently organized
into the UPC Broadband Division, Telenet and the Chellomedia
Division. Through the UPC Broadband Division and Telenet,
Liberty Global Europe provides video, broadband internet, and
fixed line and mobile telephony services. In terms of video
subscribers, Liberty Global Europe operates the largest cable
network in each of Austria, Belgium, Czech Republic, Hungary,
Ireland, Poland, Slovakia, Slovenia and Switzerland and the
second largest cable network in the Netherlands and in Romania.
For information concerning the Chellomedia Division, see
Chellomedia below.
Provided below is country-specific information with respect to
the broadband communications services of our UPC Broadband
Division and Telenet.
The
Netherlands
The UPC Broadband Divisions operations in the Netherlands,
which we refer to as UPC Netherlands, are located in six broad
regional clusters, including the major cities of Amsterdam and
Rotterdam. Its cable networks are 96% upgraded to two-way
capability, and almost all of its cable homes passed are served
by a network with a bandwidth of at least 860 MHz. UPC
Netherlands makes its digital video, broadband internet and
fixed line telephony services available to over 90% of its homes
passed.
For its analog cable customers, UPC Netherlands offers a basic
service of approximately 30 video channels and approximately 40
radio channels, depending on a customers location. For its
digital cable customers, UPC Netherlands offers two digital
cable packages in either a standard definition (SD) version or
an HD version. Its digital entry level service currently
includes 50 video channels and over 70 radio channels (including
the channels in its basic analog service). For an additional
monthly charge, the digital subscriber may upgrade to a digital
basic
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tier subscription. The digital basic tier includes all the
channels of the digital entry level service, plus an extra
channel package of approximately 40 general entertainment,
sports, movies, documentary, music and ethnic channels. Both
digital cable packages include an electronic program guide,
interactive services and the functionality for VoD service. The
VoD service includes both subscription-based VoD and
transaction-based VoD. The subscription-based VoD service
includes various programming, such as Greys Anatomy,
Desperate Housewives and Sex and the City. Digital
cable customers may also subscribe to premium channels, such as
Film 1, Sport 1 NL and the premium football league
channel, Eredivisie Live, alone or in combination, for
additional monthly charges. Eredivisie Live is also
available on a
pay-per-view
basis. A customer also has the option for an incremental monthly
charge to upgrade the digital box to one with DVR functionality.
UPC Netherlands introduced digital boxes with HD DVR
functionality for an incremental monthly charge in April 2008
and currently offers up to eight HD channels, depending on the
digital service selected.
UPC Netherlands offers six tiers of broadband internet service
with download speeds ranging from 384 Kbps to
120 Mbps, including UPC Fiber Power, an ultra high-speed
internet service with download speeds of either 60 Mbps or
120 Mbps. UPC Fiber Power, which UPC Netherlands launched
in September 2008, is based on Euro DOCSIS 3.0 technology. UPC
Netherlands is one of the first companies in Europe to offer
this ultra high-speed internet service. As of December 31,
2008, UPC Fiber Power is available to approximately 40% of UPC
Netherlands two-way homes passed and is expected to be
available to all two-way homes passed by year end 2009.
Multi-feature telephony services are also available from UPC
Netherlands through either circuit-switched telephony or VoIP.
Of UPC Netherlands total customers (excluding mobile
customers), 9% subscribe to two services (double-play
customers) and 26% subscribe to three services (triple-play
customers) offered by UPC Netherlands (video, broadband internet
and telephony).
UPC Netherlands offers mobile service to all consumers in the
Netherlands. The product is a pre-paid mobile offering. UPC
Netherlands is operating as a mobile virtual network operator,
reselling leased network capacity.
In addition, UPC Netherlands offers a range of voice, broadband
internet, private data networks and customized network services
to business customers primarily in its core metropolitan
networks.
Switzerland
The UPC Broadband Divisions operations in Switzerland are
operated by Cablecom and are located in three regional clusters,
including the major cities of Bern, Zürich, Lausanne and
Geneva. Cablecoms cable networks are 72% upgraded to
two-way capability and 77% of its cable homes passed are served
by a network with a bandwidth of at least 650 MHz. Cablecom
makes its digital video, broadband internet and fixed line
telephony services available to over 80% of its homes passed.
For its analog cable customers, Cablecom offers a basic service
of approximately 40 video channels and approximately 45 radio
channels. For 64% of its analog cable subscribers, Cablecom
maintains billing relationships with landlords or housing
associations, which typically provide analog cable service for
an entire building and do not terminate service each time there
is a change of tenant in the landlords or housing
associations premises.
For its digital cable customers, Cablecom offers a digital cable
package of over 100 video channels and over 100 radio channels
(including the channels in its basic analog service), a range of
additional pay television programming in a variety of foreign
language program packages and the functionality for NVoD
services. The channel package includes general entertainment,
sports, movies and ethnic channels. Cablecom offers digital
boxes with DVR functionality
and/or HD
functionality to its customers for an incremental monthly charge
and it currently offers six HD channels. Cablecom introduced
digital boxes with HD DVR functionality in November 2008, and
under current promotional pricing provides these boxes for free
for the first two months.
Cablecom offers eight tiers of broadband internet service with
download speeds ranging from 500 Kbps to 25 Mbps. In
addition, Cablecom continues to offer
dial-up
internet services on a limited basis. In mid-2009, Cablecom
plans to launch UPC Fiber Power in Zurich. Multi-feature
telephony services are also available from Cablecom using VoIP.
Cablecom offers a pre-paid mobile service to all customers in
Switzerland. Of Cablecoms total customers (excluding
mobile customers), 16% are double-play customers and 17% are
triple-play customers.
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Cablecom offers digital video, broadband internet and fixed line
telephony service directly to the analog cable subscribers of
those partner networks that enter into service operating
contracts with Cablecom. Cablecom has the direct customer
billing relationship with the subscribers who take these
services on the partner networks. By permitting Cablecom to
offer some or all of its digital video, broadband internet and
fixed line telephony products directly to those partner network
subscribers, Cablecoms service operating contracts have
expanded the addressable markets for Cablecoms digital
products. In exchange for the right to provide digital products
directly to the partner network subscribers, Cablecom pays to
the partner network a share of the revenue generated from those
subscribers. Cablecom also provides full or partial analog
television signal delivery services, network maintenance
services and engineering and construction services to its
partner networks.
In addition, Cablecom offers advanced data services to the Swiss
business market throughout Switzerland. Cablecom provides
broadband internet, multi-site data connectivity, virtual
private network, security, messaging and hosting and other value
added services to business customers on a retail basis.
Austria
The UPC Broadband Divisions operations in Austria
(excluding the Austrian portion of Cablecoms network),
which we refer to as UPC Austria, are comprised of both cable
and DSL operations. The cable operations are located in regional
clusters encompassing the capital city of Vienna, three other
regional capitals and two smaller cities. Four of these cities
(Vienna, Klagenfurt, Wr. Neustadt and Baden), directly or
indirectly, own 5% of the local operating subsidiary of UPC
Austria serving the applicable city. The DSL services are
provided over an unbundled loop or, in certain cases, over a
shared access network. The DSL operations are available in the
majority of the country, wherever the incumbent
telecommunications operator has implemented DSL technology. UPC
Austrias entire cable network is upgraded to two-way
capability and approximately 90% of its cable homes passed are
served by a network with a bandwidth of at least 860 MHz.
UPC Austria makes its digital video available to almost all of
its homes passed and broadband internet and fixed line telephony
services available to all of its homes passed.
For its analog cable subscribers, UPC Austria offers a package
of 38 video channels, mostly in the German language, plus over
30 radio channels. Customers desiring digital service may
request a digital interactive television box from UPC Austria.
For its digital cable customers, UPC Austria offers two digital
cable packages. Its digital entry level service currently
includes over 60 video channels and over 70 radio channels
(including the channels in its analog package), an electronic
program guide, interactive services and the functionality for
NVoD service. UPC Austria provides this digital entry level
service at no incremental charge over the standard analog rate.
For an incremental monthly charge, the digital cable subscriber
may upgrade to a digital basic tier subscription, which includes
all the channels and features of the digital entry level
service, plus an extra channel package of approximately 30
general entertainment, sports, movies, music and ethnic
channels. Digital cable customers may also subscribe to premium
channels (including ethnic channels, for example Serb and
Turkish offerings), alone or in combination, for additional
monthly charges. The NVoD service may be accessed for a separate
fee for each movie or event ordered. A customer also has the
option for an incremental monthly charge to upgrade the digital
box to one with DVR functionality. UPC Austria introduced
digital boxes with HD DVR functionality for an incremental
monthly charge during the second quarter of 2008 and currently
offers up to five HD channels, depending on the digital service
selected. In the second quarter of 2009, UPC Austria plans to
launch VoD services.
UPC Austria offers four tiers of broadband internet service over
cable with download speeds ranging from two Mbps to 30 Mbps
(as of February 2, 2008), and a student package. UPC
Austria plans to launch UPC Fiber Power in Vienna and
surrounding areas in mid-2009. Over DSL technology, UPC Austria
offers two tiers of unbundled DSL broadband internet, plus
additional tiers via wholesale offerings. It also offers a
double-play package of broadband internet and telephony over DSL.
Multi-feature telephony services are also available from UPC
Austria. UPC Austria also offers a bundle of fixed line and
mobile telephony in a co-branding arrangement with the telephony
operator Orange Austria Telecommunication GmbH. UPC Austria
offers its telephony services through VoIP, which is available
to all customers (DSL and cable). It also continues to offer
telephony services through circuit-switched telephony. Of UPC
Austrias total customers (excluding mobile customers), 28%
are double-play customers and 18% are triple-play customers.
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UPC Austria offers a range of voice, data, lease line and
asymmetric digital subscriber line (ADSL) services to business
customers throughout Austria with a primary focus on business
customers in cities, including Vienna, Graz, Klagenfurt,
Villach, St. Polten, Dombirn, Leibnitz, Leoben, Salzburg, Linz
and Innsbruck.
Ireland
The UPC Broadband Divisions operations in Ireland, which
we refer to as UPC Ireland, are located in five regional
clusters, including the cities of Dublin and Cork. Its cable
network is 59% upgraded to two-way capability, and 57% of its
cable homes passed are served by a network with a bandwidth of
at least 550 MHz. UPC Ireland makes its digital video,
broadband internet and fixed line telephony services available
to 94%, 59% and 46%, respectively, of its homes passed. UPC
Ireland continues to proactively migrate its remaining analog
cable, analog premium and analog MMDS customers to its digital
service to provide its customers with a wider range of channels
and to release additional bandwidth for other digital services.
For its analog cable customers, UPC Ireland offers an analog
cable package with up to 22 channels. For its digital cable
customers, UPC Ireland offers three digital cable packages (all
of which include the channels in its analog package). Its
digital entry package consists of 49 video channels and 35 radio
channels. Similar digital packages are also offered to certain
of its subscribers via MMDS. Under the current promotional
pricing, the digital entry package is priced lower than the
analog service. For an incremental monthly charge, the digital
cable subscriber may upgrade to one of two other digital
packages, which offer up to 107 video channels and 35 radio
channels, depending on the service selected and whether provided
via cable or MMDS. The program offerings for each type of
service include domestic, foreign, sport and premium movie
channels. In addition, digital customers can receive event
channels such as seasonal sport and real life entertainment
events. UPC Ireland distributes up to 10 Irish channels,
depending on the package selected, as part of its analog and
digital packages. To complement its digital offering, UPC
Ireland also offers its digital subscribers 31 channels of
premium service and a
pay-per-view
service. A customer also has the option to upgrade the digital
box to one with DVR functionality for an incremental monthly
charge. In the third quarter of 2009, UPC Ireland plans to
launch HD television services with approximately six HD channels.
UPC Ireland offers four tiers of broadband internet service with
download speeds ranging from one Mbps to 20 Mbps. UPC
Ireland also offers VoIP multi-feature telephony services. Of
UPC Irelands total customers, 12% are double-play
customers and 4% are triple-play customers.
In addition, UPC Ireland offers to business customers a complete
range of telecommunications solutions from standard voice and
internet services to more advanced services such as Ethernet LAN
extensions, corporate voice services and high-speed internet.
These services are offered to large corporations, public
organizations and small to medium size businesses in Ireland,
primarily in Cork, Dublin, Galway, Limerick and Waterford.
Hungary
The cable networks of the UPC Broadband Divisions
operations in Hungary, which we refer to as UPC Hungary, are
located in 18 major Hungarian towns and cities, including
Budapest. Its cable networks are 97% upgraded to two-way
capability, and 65% of its cable homes passed are served by a
network with a bandwidth of at least 750 MHz. UPC Hungary
makes its digital video service available to over 70% of its
homes passed and broadband internet and fixed line telephony
services available to almost all of its homes passed.
For its analog cable customers, UPC Hungary offers up to four
tiers of analog programming services (between 5 and 55 channels)
and one premium movie package, depending on the technical
capability of the network. In April 2008, UPC Hungary began
offering digital programming services and by year end 2008,
digital programming services were available to 879,000 homes
passed. For its digital cable customers, UPC Hungary offers a
basic package of up to 73 channels (including the channels in
its analog service). For an incremental monthly charge, the
digital cable subscriber may upgrade to up to two of three
premium packages. The premium packages offer additional channels
with up to three HD channels, as well as three specialty
packages. For an incremental monthly charge, UPC Hungary offers
digital boxes with DVR functionality or HD DVR functionality.
Programming for both analog and digital services consists of the
national Hungarian terrestrial broadcast channels and selected
European satellite and local programming that consist of
proprietary and third-party channels. As part of the digital
services
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launch, existing analog customers, who subscribe to the more
expensive analog tiers, are being targeted to migrate to
digital. UPC Hungary plans to expand its digital services to its
remaining large systems and launch a VoD service in 2009.
UPC Hungary offers four tiers of broadband internet service with
download speeds ranging from 512 Kbps to 20 Mbps. UPC
Hungary provides these broadband internet services to
subscribers on its cable network in 18 cities, including
Budapest. In mid-2009, UPC Hungary plans to launch UPC Fiber
Power in Budapest and other cities. It also had 28,300 ADSL
subscribers at December 31, 2008, on its twisted copper
pair network located in the southeast part of Pest County.
Multi-feature telephony services are also available from UPC
Hungary. It offers its telephony services through
circuit-switched telephony to subscribers on its copper pair
network and through VoIP over its two-way capable cable network
throughout Hungary. Of UPC Hungarys total customers, 22%
are double-play customers and 12% are triple-play customers.
UPC Hungary offers business customers located in its service
areas a variety of internet and telephony packages, managed
leased lines and virtual private network services primarily to
its small office at home (SOHO) customers and small to medium
size business customers.
Other
Central and Eastern Europe
The UPC Broadband Division also operates cable networks in Czech
Republic (UPC Czech), Poland (UPC Poland) and Romania (UPC
Romania), and cable and MMDS networks in Slovakia (UPC Slovakia)
and Slovenia (UPC Slovenia). In each of these operations, at
least 75% of the cable networks are upgraded to two-way
capability, and at least 70% of the homes passed are served by a
network with a bandwidth of at least 750 MHz. In each of
these cable operations, for an incremental monthly fee, digital
cable customers may upgrade the digital box to one with DVR
functionality
and/or HD
functionality, except for UPC Romania which currently offers
only DVR functionality. For those operations with HD available,
the number of HD channels offered ranges from one in Slovenia to
eight in Poland. The UPC Broadband Division also has DTH
operations in certain of these countries, which it provides
primarily through UPC Direct Programming II, BV (UPC Direct), a
subsidiary of Liberty Global Europe.
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Czech Republic. UPC Czechs operations
are located in more than 92 cities and towns in the Czech
Republic, including Prague, Brno, Ostrava, Pilsen and Northern
Bohemia. For its analog cable customers, UPC Czech offers two
tiers of analog programming services (lifeline and basic) with
up to 44 channels, depending on the package selected, and two
premium channels. Of UPC Czechs analog cable subscribers,
63% subscribe to the lower priced lifeline package of
analog service. For its digital cable subscribers, UPC Czech
offers two packages of digital programming services (lifeline
and basic) with up to 64 channels (including the channels in its
analog service), depending on the package selected. Two packages
of premium services are also available. UPC Czech offers eight
tiers of broadband internet service with download speeds ranging
from two Mbps to 20 Mbps. UPC Czech also offers VoIP
multi-featured telephony services. UPC Czech makes its digital
video, broadband internet and fixed line telephony services
available to 88%, 92% and 91%, respectively, of its homes
passed. Of UPC Czechs total customers, 26% are double-play
customers and 8% are triple-play customers.
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Poland. UPC Polands operations are
located in regional clusters encompassing eight of the 10
largest cities in Poland, including Warsaw and Katowice. For its
analog cable subscribers, UPC Poland offers three tiers of
analog service. Its lowest tier, the lifeline package, includes
six to 10 channels and the intermediate package includes 14 to
31 channels. Almost 35% of UPC Polands analog cable
subscribers receive the lifeline and intermediate packages. For
the highest tier (basic tier), the full package includes the
channels in the lifeline package, plus up to 51 additional
channels with such themes as sports, children,
science/educational, news, film and music. For an additional
monthly charge, UPC Poland offers two premium television
services, the HBO Poland and Canal+ Multiplex packages of five
movie, sport and general entertainment channels. In May 2008,
UPC Poland introduced digital programming services, offering two
packages of digital service (with each package including the
channels in its analog service). Its lifeline package includes
14-30
channels and its basic package has over 100 channels. Four
packages of digital premium services are also available. UPC
Poland offers four tiers of broadband internet service in
portions of its network with download speeds ranging from
512 Kbps to 20 Mbps. UPC Poland also offers VoIP multi-
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feature telephony services. UPC Poland makes its digital video,
broadband internet and fixed line telephony services available
to 70%, 90% and 87%, respectively, of its homes passed. Of UPC
Polands total customers, 21% are double-play customers and
11% are triple-play customers.
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Romania. UPC Romanias operations are
located in nine of the 12 largest cities (with more than 200,000
inhabitants) in Romania, including Bucharest, Timisoara, Cluj
and Constanta. For its analog cable customers, UPC Romania
offers in all of its cities a lifeline package of 15 channels
and a basic package of 30 to 56 channels (depending on
location), which include Romanian terrestrial broadcast
channels, European satellite programming and other programming.
In the main cities, it also offers four extra basic packages of
five to 12 channels each and premium pay television (HBO
Romania and Adult). UPC Romania also offers three
packages of digital cable service to customers in 23 cities
with up to 109 channels (including the channels in its analog
service), depending on the package selected, and one package of
digital premium services. UPC Romania offers three tiers of
broadband internet service, with download speeds ranging from
one Mbps to 20 Mbps, and VoIP multi-feature telephony
services. UPC Romania makes its digital video, broadband
internet and fixed line telephony services available to 48%, 76%
and 73%, respectively, of its homes passed. Of UPC
Romanias total customers in Romania, 9% are double-play
customers and 10% are triple-play customers. In addition, UPC
Romania offers a wide range of land line telephony, data
transfer, internet access and hosting services to business
customers, retail and wholesale, from SOHO customers to
multinational companies.
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Slovakia. UPC Slovakia offers analog cable
service in 30 cities and towns in Slovakia, including the
five largest cities of Bratislava, Kosice, Presov, Banska
Bystrica and Zilina. UPC Slovakia offers its analog cable and
MMDS subscribers two tiers of analog service. Its lower tier,
the lifeline package, includes four to eight channels. Of UPC
Slovakias analog cable subscribers, 26% subscribe to
the lifeline analog service. UPC Slovakias most popular
tier, the basic package, includes 12 to 51 channels that
generally offer all Slovakian terrestrial, cable and local
channels, selected European satellite programming and other
programming. For an additional monthly charge, UPC Slovakia
offers an HBO premium service. For its digital cable
subscribers, UPC Slovakia offers two packages of digital
programming service with up to 72 channels (including the
channels in its analog service), depending on the package
selected, and five packages of premium services. UPC Slovakia
offers five tiers of broadband internet service with download
speeds ranging from 512 Kbps to 20 Mbps. UPC Slovakia
also offers VoIP multi-featured telephony services. UPC Slovakia
makes its digital video, broadband internet and fixed line
telephony services available to 49%, 74% and 74%, respectively,
of its homes passed. Of UPC Slovakias total customers, 10%
are double-play customers and 6% are triple-play customers.
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Slovenia. UPC Slovenias operations are
located in seven of the 10 largest cities in Slovenia, including
Ljubljana and Maribor. UPC Slovenias most popular video
tier, the analog basic package, includes on average 58 video and
30 radio channels and generally offers all Slovenian
terrestrial, cable and local channels, selected European
satellite programming and other programming. In September 2008,
UPC Slovenia began offering its subscribers digital programming
services. For its digital cable subscribers, UPC Slovenia offers
two packages of digital programming services with up to 100
channels (including the channels in its analog service),
depending on the package selected, and two packages of premium
service. UPC Slovenia also offers certain of its subscribers
digital programming services via MMDS with 60 video and 30 radio
channels. Two premium MMDS services are also available. UPC
Slovenia offers five tiers of broadband internet service with
download speeds ranging from 512 Kbps to 25 Mbps. UPC
Slovenia also offers VoIP multi-featured telephony services. UPC
Slovenia makes its digital video, broadband internet and fixed
line telephony services available to 94%, 75% and 75%,
respectively, of its homes passed. Of UPC Slovenias total
customers, 20% are double-play customers and 15% are triple-play
customers.
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UPC Direct. UPC Direct provides DTH services
to customers in Czech Republic, Hungary and Slovakia. Depending
on location, subscribers receive 64 to 71 channels for basic
service. For an additional monthly charge, a subscriber may
upgrade to an extended basic tier package, plus various premium
package options for specialty channels. UPC Direct provides DTH
services to 18% of our total video subscribers in Czech
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Republic, 21% of our total video subscribers in Hungary and 11%
of our total video subscribers in Slovakia. Through another
subsidiary, the UPC Broadband Division also provides DTH
services to 12% of our total video subscribers in Romania.
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Telenet
(Belgium)
Liberty Global Europes operations in Belgium are operated
by Telenet. We indirectly own 50.6% of Telenets
outstanding ordinary shares. Telenet offers video, broadband
internet and fixed and mobile telephony services in Belgium,
primarily to residential customers in the Flanders region and
the city of Brussels. Its cable networks and the Telenet PICs
Network are all upgraded to two-way capability and all of its
cable homes passed are served by a network with a bandwidth of
at least 450 MHz. As a result of the Interkabel
Acquisition, Telenet makes its quadruple-play services,
including digital video, broadband internet and fixed line and
mobile telephony services, available to all of its homes passed.
For its analog cable customers, Telenet offers a basic package
of at least 26 video channels and 25 radio channels, depending
on the region. For its digital cable subscribers, Telenet offers
two packages of digital programming service. Its digital basic
package consists of at least 51 video channels, 24 radio
channels and 10 music channels (including channels from the
basic analog package), interactive services and the
functionality for VoD service. For an additional monthly charge,
the digital subscriber may upgrade to a premium package, which
includes all the channels and features of the digital basic
package, plus 12 general entertainment, sports and movie
channels. In addition, digital cable customers may also
subscribe to premium channels, including documentary, foreign
language, kids, music, sports, adult and movies, alone or in
combination, for an additional monthly charge. Telenets
digital customers who subscribe to interactive digital services
can receive over 100 channels, depending on the package
selected. A customer has the option to upgrade the digital box
to one with DVR functionality for an incremental monthly charge.
Telenet also offers HD and HD DVR boxes and at least eight HD
channels, depending on the region.
Telenet offers four tiers of broadband internet service with
download speeds ranging from one Mbps to 25 Mbps. In
addition, Telenet continues to offer
dial-up
internet services on a limited basis.
Telenet offers digital telephony services through VoIP and
circuit-switched telephony services, as well as value-added
services. In addition, Telenet offers, individually and as a
bundle, fixed line telephony services over its network and
mobile telephony services as a mobile virtual network operator,
reselling leased network capacity. Of Telenets total
customers (excluding mobile customers), 22% are double-play
customers and 22% are triple-play customers.
Telenet also offers a range of voice, data and broadband
internet services to business customers throughout Belgium under
the brand Telenet Solutions.
Pursuant to the 2008 PICs Agreement, Telenet completed the
Interkabel Acquisition on October 1, 2008. Prior to the
completion of the Interkabel Acquisition, Telenet offered
premium video, internet and telephony services over the Telenet
PICs Network pursuant to certain pre-existing agreements. Upon
completion of the Interkabel Acquisition, Telenet assumed the
direct customer relationship with the analog and digital video
subscribers on the Telenet PICs Network and thereafter launched
interactive digital video services on the network. Pursuant to
the 2008 PICs Agreement, Telenet has full rights to use
substantially all of the Telenet PICs Network under a long-term
lease for a period of 38 years, for which it is required to
pay recurring fees in addition to the fees paid under certain of
the pre-existing agreements. The PICs remain the legal owners of
the Telenet PICs Network. All capital expenditures associated
with the Telenet PICs Network will be initiated by Telenet but
executed and pre-financed by the PICs through an addition to the
long-term capital lease, and will follow a
15-year
reimbursement schedule. The 2008 PICs Agreement has the form of
an emphyotic lease agreement, which under Belgian law is the
legal form that is closest to ownership of a real estate asset
without actually having the full legal ownership. Unless
extended, the 2008 PICs Agreement will expire on
September 23, 2046, and cannot be terminated earlier
(except in the case of non-payment or bankruptcy of the lessee).
For additional information on the provisions of the 2008 PICs
Agreement, see note 4 to our consolidated financial
statements included in Part II of this report.
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Liberty Global Europes interest in Telenet is held by
certain indirect subsidiaries of Chellomedia. Pursuant to an
agreement for a syndicate that controls Telenet through its
collective ownership of outstanding Telenet shares and of which
the Chellomedia subsidiaries own a majority of the syndicate
shares, these subsidiaries have rights of first offer in respect
of market sales and offerings of Telenet shares by the other
Telenet syndicate shareholder to certain persons. These
subsidiaries and the other syndicate shareholder are subject to
mutual rights of first offer in respect of transfers to third
parties of Telenet shares that are not effected through market
sales. Also, certain Telenet Board decisions must receive the
affirmative vote of specified directors in order to be effective
while this syndicate agreement is in effect. These decisions
include the sale of certain cable assets or termination of cable
services.
Chellomedia
Liberty Global Europes Chellomedia Division provides
interactive digital products and services, produces and markets
28 thematic channels, operates a digital media center and
manages our investments in various businesses in Europe. Below
is a description of the business unit operations of our
Chellomedia Division:
Chello Zone. Chellomedia produces and markets a
number of widely distributed multi-territory thematic channels
in over 100 countries in 22 languages. These channels
target the following genres: extreme sports and lifestyles (the
Extreme Sports Channel), horror films (Zone
Horror), real life stories (Zone Reality),
womens information and entertainment (Zone Club and
Zone Romantica), art house basic movies (Zone
Europa), science fiction and fantasy (Zone Fantasy),
prime time movies (Zone Thriller) and childrens
pre-school (Jim Jam). Chellomedia also provides
international drama series to China Central Television for
transmission in China. In addition, Chellomedia has a channel
representation business, which represents both wholly-owned and
third-party channels across Europe.
Chello Benelux. Chellomedia owns and manages a
premium sports channel (Sport 1 NL) and a premium movie
channel (Film 1) in the Netherlands. Sport 1 NL
has exclusive pay television rights for a variety of sports,
but it is primarily football oriented. These exclusive pay
television rights expire at various dates through 2009. For
Film 1, Chellomedia has exclusive pay television output
deals with key Hollywood studios that expire at various dates
through 2014. It also distributes Weer & Verkeer
(Weather & Traffic Channel) to cable networks and
satellite operators.
The channels originate from Chellomedias digital media
center (DMC), located in Amsterdam. The DMC is a technologically
advanced production facility that services the Chellomedia
Division, the UPC Broadband Division and third-party clients
with channel origination, post-production and satellite and
fiber transmission. The DMC delivers high-quality, customized
programming by integrating different video elements, languages
(either in dubbed or
sub-titled
form) and special effects and then transmits the final product
to various customers in numerous countries through affiliated
and unaffiliated cable systems and DTH platforms.
Chello Central & Eastern Europe. Chellomedia
has a controlling 80% interest in a joint venture with an
unrelated third party that owns the childrens channel
Minimax and manages the sports channels Sport1 and
Sport2. The programming on the sport channels varies by
country, but is predominately football oriented. Chellomedia
also owns the thematic channels Filmmuzeum (a Hungarian
library film channel), TV Paprika (a cooking channel),
Deko (a home and lifestyle channel) and Spektrum
(a documentary channel). Sport1 and Minimax
are distributed to the UPC Broadband Division and other
broadband operators in Hungary, Czech Republic, Slovakia,
Romania and Serbia. Filmmuzeum is distributed to the UPC
Broadband Division and other broadband operators in Hungary.
TV Paprika, Sport2, Deko and Spektrum are
distributed to the UPC Broadband Division and other broadband
operators in Hungary, Czech Republic and Slovakia. TV Paprika
is also distributed in Romania. Chellomedia also operates At
Media, an advertising sales representation business in Poland
and the Czech Republic.
Chello Multicanal. Through its subsidiaries IPS C.V.
and Multicanal S.L. (collectively, IPS), Chellomedia owns and
manages a suite of eight thematic channels carried on a number
of major pay television platforms
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in Spain and Portugal. IPS has six wholly-owned thematic
channels (Canal Hollywood, Odisea, Sol Musica, Canal Panda,
Canal Cocina and Decasa) and two joint venture
channels with A&E Television Networks (Canal de Historia
and The Biography Channel).
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Chello On Demand (Transactional
Television). Chello On Demand aggregates and
delivers entertainment content into VoD offers (transactional
and subscription based) primarily for the UPC Broadband
Division. During 2008, Chello On Demand enhanced its VoD
services launched in 2007 through the UPC Broadband Division in
the Netherlands. This service offers movies, international
comedy and drama, documentaries, music, childrens
entertainment and local content on the subscribers
request. Chello On Demand continues to offer NVoD services for
feature movies in Austria and Switzerland, and anticipates
offering VoD services in these countries as well as in Central
and Eastern Europe in 2009.
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Investments. Chellomedia is an investor in
equity ventures, among others, for the development of
country-specific Pan European programming, including The MGM
Channel Central Europe, Jetix Poland,
Weer & Verkeer (Weather & Traffic
Channel), City Channel and Shorts International.
Chellomedia also owns a 25% interest in Canal+ Cyfrowy Sp zoo, a
DTH platform in Poland, a 15% interest in O3B Networks Limited,
a startup company that plans to operate a satellite-based data
backhaul business across the developing world (predominately
Africa), and it is the subsidiary through which Liberty Global
Europe owns its interest in Telenet.
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Asia/Pacific
We have operations in Japan and Australia. Our Japanese
operations are conducted primarily through Super Media and its
subsidiary J:COM. We have an indirect controlling ownership
interest in J:COM of 37.8%. Our Australian operations are
conducted primarily through Austar in which we own a 54.0%
indirect majority ownership interest.
Jupiter
Telecommunications Co., Ltd.
J:COM is a leading broadband provider of video, broadband
internet and fixed telephony services in Japan. As of
December 31, 2008, J:COM is the largest multiple-system
operator (MSO) in Japan, as measured by the total number of
homes passed and customers. J:COMs operations are
primarily clustered around three metropolitan areas of Japan,
consisting of the Kanto region (which includes Tokyo), the
Kansai region (which includes Osaka, Kobe and Kyoto) and the
Kyushu region (which includes Fukuoka and Kita-Kyushu). In
addition, J:COM owns cable operations in the Sendai and Sapporo
areas of Japan that are not part of a cluster.
All of J:COMs cable networks are upgraded to two-way
capability, with all of its cable homes passed served by a
system with a bandwidth of at least 750 MHz. J:COM makes
its digital video and broadband internet services available to
all of its homes passed and its fixed line telephony services
available to 93% of its homes passed. Of its total customers
(excluding mobile customers), approximately 28% are double-play
customers and approximately 25% are triple-play customers.
For its analog cable customers, J:COM offers an analog
programming service of approximately 45 channels of cable
programming and analog terrestrial broadcasting and broadcast
satellite channels, not including premium services. A typical
channel
line-up
includes popular channels in the Japanese market such as
Movie Plus, a top foreign movie channel, LaLa TV,
a womens entertainment channel, J sports 1, J
sports 2 and J sports ESPN, three popular sports channels,
the Discovery Channel, the Golf Network, the
Disney Channel and Animal Planet, in addition to
retransmission of analog terrestrial and satellite television
broadcasts. For its digital cable subscribers, J:COM offers a
digital programming service of approximately 66 channels
(including channels from its analog service) of cable
programming, digital terrestrial broadcasting, and broadcast
satellite channels, not including radio and data (news and
weather forecasts) channels and premium services. The channel
line-up for
the digital service includes 21 HD channels. J:COM provides its
digital cable subscribers VoD and
pay-per-view
functionality, allowing those subscribers, generally for an
additional fee, to receive programming that is not available to
J:COMs analog cable subscribers. For an incremental
monthly fee, digital cable subscribers may also receive a
digital set-top box with HD DVR functionality.
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For an additional fee, J:COM offers both its analog and digital
subscribers optional subscriptions to premium channels,
including movies, sports, horseracing and other special
entertainment programming, either individually or in packages.
In addition to the services offered to its cable television
subscribers, J:COM also provides terrestrial broadcast
retransmission services to more than 5 million (excluding
December 2008 acquisitions) additional households as of
December 31, 2008, including compensation
households for which J:COM receives up-front fees pursuant to
long-term contracts to provide such retransmission services.
J:COM does not count such additional households as customers or
RGUs.
J:COM offers five tiers of broadband internet services. These
broadband internet services offer download speeds ranging from
256 Kbps to an ultra high-speed of up to 160 Mbps. The
ultra high-speed internet, branded J:COM Net Ultra 160M Course,
is based on DOCSIS 3.0 technology and has upload speeds of up to
10 Mbps. The J:COM NET Ultra 160M Course is available to
87% of J:COMs homes passed.
Multi-feature telephony services are also available from J:COM
through circuit-switched telephony and, in certain areas, VoIP.
In partnership with WILLCOM, Inc, a personal handphone system
service provider in Japan, J:COM also offers a mobile phone
service called J:COM MOBILE. J:COM MOBILE customers receive
discounted phone service when bundled with J:COMs other
telephony service, including free and discounted calling plans.
J:COM sources its programming through multiple suppliers,
including its programming division Jupiter TV. Through
Jupiter TV, J:COM develops, manages and distributes pay
television services in Japan on a platform-neutral basis through
various distribution infrastructures, principally cable and DTH
service providers, and more recently, alternative broadband
service providers using
fiber-to-the-home
(FTTH) and ADSL platforms. As of December 31, 2008, J:COM
owned four channels through wholly- or majority-owned
subsidiaries and had investments ranging from 10% to 50% in nine
additional channels. J:COMs majority owned channels are a
movie channel (Movie Plus), a golf channel (Golf
Network), a womens entertainment channel
(LaLa TV) and an all-around entertainment channel
targeting seniors launched in April 2008 (Channel Ginga).
Channels in which J:COM holds investments include four sports
channels owned by J SPORTS Broadcasting Corporation, a one-third
owned joint venture; Animal Planet Japan, a one-third
owned joint venture; Discovery Channel Japan and
Discovery Hi-Vision through a 50% owned joint venture;
and AXN Japan, a 35% owned joint venture. J:COM provides
affiliate sales services and in some cases advertising sales and
other services to channels in which it has an investment for a
fee.
Our interest in J:COM is held primarily through Super Media, an
entity that is owned 58.7% by us and 41.3% by Sumitomo. We also
own, through a wholly-owned subsidiary, an additional 3.7% of
J:COMs shares. Pursuant to the operating agreement of
Super Media, most of our interest and most of Sumitomos
interest in J:COM is held through Super Media. Sumitomo and our
subsidiary are generally required to contribute to Super Media
any additional shares of J:COM that either of us acquires and to
permit the other party to participate in any additional
acquisition of J:COM shares during the term of Super Media.
Pursuant to an amendment to such operating agreement, the J:COM
shares we currently hold through another subsidiary and an
equivalent number of J:COM shares held by Sumitomo will not be
contributed to Super Media but we each agreed to vote such
shares in the same manner that Super Media votes its shares of
J:COM and to restrictions on transfer.
Our interest in Super Media is held through two separate
corporations, one of which is wholly owned. Three individuals,
including one of our executive officers and an officer of one of
our subsidiaries, own common stock representing an aggregate of
14.3% of the common equity in the second corporation, which owns
a 4.0% indirect interest in J:COM. We also own preferred stock
of such corporation with an aggregate liquidation preference at
December 31, 2008, of $161.9 million. Pursuant to an
amended and restated shareholders agreement, such individuals
can require us to purchase all of their common stock in such
corporation, and we can require them to sell us all or part of
their common stock, in exchange for LGI common stock with an
aggregate market value equal to the fair market value of the
common stock so exchanged. Information about our rights to
acquire the common stock of such corporation appears in
note 20 to our consolidated financial statements included
in Part II of this report.
Super Media is managed by a management committee consisting of
two members, one appointed by us and one appointed by Sumitomo.
The management committee member appointed by us has a casting or
tie-breaking vote with respect to any management committee
decision that we and Sumitomo are unable to agree on, which
casting vote will remain in effect for the term of Super Media.
Certain decisions with respect to Super Media require the
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consent of both members rather than the management committee.
These include a decision to engage in any business other than
holding J:COM shares, sell J:COM shares, issue additional units
in Super Media, make in-kind distributions or dissolve Super
Media, in each case other than as contemplated by the Super
Media operating agreement. While Super Media effectively has the
ability to elect J:COMs entire board, pursuant to the
Super Media operating agreement, Super Media is required to vote
its J:COM shares in favor of the election to J:COMs board
of three non-executive directors designated by Sumitomo and
three non-executive directors designated by us.
Because of our casting vote, we indirectly control J:COM through
our control of Super Media, which owns a controlling interest in
J:COM, and therefore consolidate J:COMs results of
operations for financial reporting purposes. Super Media will be
dissolved on February 18, 2010, unless Sumitomo and we
mutually agree to extend the term. Super Media may also be
dissolved earlier under certain circumstances.
Australia
Austar is Australias leading pay television service
provider to regional and rural Australia and the capital cities
of Hobart and Darwin. Austars pay television services are
primarily provided through DTH satellite. FOXTEL Management Pty
Ltd. (FOXTEL), the other main provider of pay television
services in Australia, has leased space on an Optus C1
satellite. Austar and FOXTEL have entered into an agreement
pursuant to which Austar is able to use a portion of
FOXTELs leased satellite space to provide its DTH
services. This agreement will expire in 2017. FOXTEL manages the
satellite platform on Austars behalf as part of such
agreement.
Austars DTH service is available to 2.5 million
households, which is approximately one-third of Australian
homes. Austars territory covers all of Tasmania and the
Northern Territory and the regional areas outside of the capital
cities in South Australia, Victoria, New South Wales and
Queensland. Austar does not provide DTH service to Western
Australia. FOXTELs service area is concentrated in
metropolitan areas and covers the balance of the other two
thirds of Australian homes. FOXTEL and Austar do not compete
with each other with the exception of the Gold Coast area in
Queensland. Austar also operates a small digital cable network
in Darwin.
For the base level service, a DTH subscriber receives 44
channels, including six time shifted channels. Austars DTH
service also offers over 80 premium channels, as well as NVoD,
interactive services and DVR functionality. Austars
channel offerings include movies, sport, lifestyle programs,
childrens programs, documentaries, drama and news. The
NVoD service is comprised of 30 channels, dedicated to recently
released movies. The interactive services include Sports
Active, Weather Active and SKY News Active,
three game services and more than 30 digital radio channels. In
addition to residential subscribers, Austar also provides its
television services to commercial premises, including hotels,
retailers and licensed venues.
Austar owns a 50% interest in XYZ Networks. XYZ Networks has an
ownership interest in or distributes the following channels:
Discovery Channel, Nickelodeon, Nick Jr.,
arena, The LifeStyle Channel, LifeStyle
Food, Channel [v], [v]2, MAX,
Country Music Channel and The Weather Channel.
These channels are distributed throughout Australia.
Austars partner in XYZ Networks is FOXTEL. Through
agreements with XYZ Networks and other programmers, Austar has a
number of long-term key exclusive programming agreements for its
regional territory.
In addition, Austar offers mobile telephony services through a
reseller agreement. Since 2000, Austar has owned significant
holdings of the 2.3 GHz and 3.5 GHz spectrum bands
throughout its regional territory. These bands are ideally
suited for new Worldwide Interoperability for Microwave Access
(WiMax) based telecommunications services. Austar operates two
trial markets for broadband internet services over a WiMax
network using Austars spectrum. Although it has no current
plans to expand the WiMax network further, Austar continues to
explore spectrum opportunities.
The
Americas
Our operations in the Americas are conducted primarily through
our 80% owned subsidiary VTR in Chile and our wholly-owned
subsidiary Liberty Puerto Rico. We also have a joint venture
interest in MGM Networks Latin America and a subsidiary in
Argentina, both of which offer programming content to the Latin
America market. Our
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partner in VTR, Cristalerías de Chile S.A.
(Cristalerías), has a put right which allows
Cristalerías to require us to purchase all, but not less
than all, of its 20% interest in VTR at fair value, subject to a
minimum price. This put right is exercisable until
April 13, 2015.
VTR
VTR provides video, broadband internet and fixed telephony
services in Santiago, Chiles largest city, the large
regional cities of Iquique, Antofagasta, Concepción,
Viña del Mar, Valparaiso and Rancagua, and smaller cities
across Chile. VTR is Chiles largest multi-channel
television provider in terms of homes passed and number of
subscribers, and a leading provider of broadband internet and
residential telephony services. VTRs cable network is 71%
upgraded to two-way capability and 78% of cable homes passed are
served by a network with a bandwidth of at least 750 MHz.
The vast majority of VTRs network is aerial plant. VTR
makes its digital video, broadband internet and fixed line
telephony services available to 80%, 71% and 70%, respectively,
of its homes passed.
For its analog cable customers, VTR offers two tiers of analog
programming service: a low tier analog service with 19 to 62
channels and a basic tier analog service with 40 to 70 channels.
The basic tier programming for analog cable customers is similar
to the basic tier program lineup in the United States, but
includes more premium channels such as HBO, Cinemax
and Cinecanal on the basic tier. VTR obtains
programming from the United States, Europe, Argentina and
Mexico. There is also domestic cable programming in Chile, based
on local events such as soccer matches and regional content. For
its digital cable customers, VTR offers a digital programming
service with 87 video channels and 40 radio channels (including
the channels in its analog service), four
pay-per-view
channels and more than 1,400 titles in VoD. It also has a
digital premium service with additional programming options of
41 premium channels and two HD channels. DVR functionality is
also available. Commencing in February 2009, for new cable
subscribers in the areas where VTRs digital platform is
available, VTR offers only the digital programming service. As a
result of a joint venture with Turner Broadcasting System Latin
America, Inc., in December 2008, VTR launched CNN Chile, the
first
24-hour
Chilean news channel, which is available through VTRs
basic analog and digital programming services.
VTR offers five tiers of broadband internet services with
download speeds ranging from 300 Kbps to 15 Mbps (as
of January 2009) in 28 communities within Santiago and
21 cities outside Santiago. VTR also offers multi-feature
telephony service over its cable network to customers in 28
communities within Santiago and 21 cities outside Santiago
via either circuit-switched telephony or VoIP, depending on
location. In the fourth quarter of 2008, VTR launched a new
telephony service that allows customers to see the caller ID on
their television. Of VTRs total customers, 20% are
double-play customers and 40% are triple-play customers.
VTR offers a range of voice and broadband internet services to
SOHO customers in its core communities within Santiago and its
core metropolitan networks outside of Santiago.
In December 2005, the Subsecretaria de Telecomunicaciones de
Chile awarded VTR regional concessions for wireless fixed
telephony service in the frequency band of
3400-3600 MHz.
Using this spectrum, VTR deployed broadband telephony and
internet services through WiMax technology on a trial basis in
parts of Santiago and plans a soft launch in Santiago during the
first quarter of 2009. WiMax is a wireless alternative to cable
and DSL for the last mile of broadband access. VTR anticipates
WiMax will allow it to expand its service area by an estimated
1.3 million homes and increase the number of two-way homes
passed by an estimated 540,000 on a more cost-effective basis
than if it had to install cable.
VTR is subject to certain regulatory conditions as a result of
the combination with Metrópolis Intercom S.A. in April
2005. The most significant conditions require that the combined
entity (1) re-sell broadband capacity to third-party
internet service providers on a wholesale basis; and
(2) activate two-way service to two million homes passed
within five years from the consummation date of the combination.
For three years after the consummation date of the combination,
the combined entity was also required to limit basic tier price
increases to the rate of inflation, plus a programming cost
escalator. This condition expired in May 2008. Another condition
expressly prohibits us, as the controlling shareholder of VTR,
from owning an interest, directly or indirectly through related
parties, in any company that provides microwave or satellite
television services in Chile. The DirecTV Group, Inc. (DirecTV)
owns a satellite television distribution service that operates
in Chile and elsewhere in the Americas. On December 12,
2006, Liberty Media Corporation (Liberty Media) announced
publicly that it had agreed to acquire an
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approximate 39% interest in DirecTV. On August 1, 2007, VTR
received formal written notice from the Chilean Federal Economic
Prosecutor (FNE) stating that Liberty Medias acquisition
of the DirecTV interest would violate the regulatory condition
prohibiting us from owning an interest in Chilean satellite or
microwave television businesses. On March 19, 2008,
following the closing of Liberty Medias investment in
DirecTV, the FNE commenced an action before the Chilean
Antitrust Court against John C. Malone, the chairman of our
board of directors and of Liberty Medias board of
directors. In this action, the FNE alleges that Mr. Malone
is a controller of VTR and either controls or indirectly
participates in DirecTVs satellite operations in Chile,
thus violating the condition. The FNE requested the Antitrust
Court to impose a fine on Mr. Malone and order him to
effect the transfer of the shares, interests or other assets
that are necessary to restore the independence, in ownership and
administration, of VTR and DirecTV. We currently are unable to
predict the outcome of this matter or its impact on VTR.
Regulatory
Matters
Overview
Video distribution, internet, telephony and content businesses
are regulated in each of the countries in which we operate. The
scope of regulation varies from country to country, although in
some significant respects regulation in European markets, with
the exception of Switzerland, is harmonized under the regulatory
structure of the European Union (EU).
Adverse regulatory developments could subject our businesses to
a number of risks. Regulation could limit growth, revenue and
the number and types of services offered and could lead to
increased operating costs and capital expenditures. In addition,
regulation may restrict our operations and subject them to
further competitive pressure, including pricing restrictions,
interconnect and other access obligations, and restrictions or
controls on content. Failure to comply with current or future
regulation could expose our businesses to penalties.
Europe
Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark,
Estonia, Finland, France, Germany, Greece, Hungary, Ireland,
Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands,
Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and
the United Kingdom are the Member States of the EU. As such,
these countries are required to harmonize certain of their laws
with certain EU rules. In addition, other EU rules are directly
enforceable in those countries. Certain EU rules are also
applicable across the European Economic Area, whose Member
States are the EU Member States as well as Iceland,
Liechtenstein and Norway.
In the broadcasting and communications sectors there has been
extensive EU-level legislative action. As a result, most of the
markets in Europe in which our businesses operate have been
significantly affected by the regulatory framework that has been
developed by the EU. The exception to this is Switzerland, which
is not a Member State of the EU or the European Economic Area
and is currently not seeking any such membership. We discuss
separately below regulation in Switzerland, as well as
regulation in certain Member States, in which we face regulatory
issues that may have a material impact on our business in that
country.
EU
Communications Regulation
The body of EU law that deals with communications regulation
consists of a variety of legal instruments and policies
(collectively referred to as the EU Communications Regulatory
Framework or Regulatory Framework). The key elements of the
Regulatory Framework are six Directives that require Member
States to harmonize their laws.
These are:
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Directive for a New Regulatory Framework for Electronic
Communications Networks and Services (referred to as the
Framework Directive);
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Directive on the Authorization of Electronic Communications
Networks and Services (referred to as the Authorization
Directive);
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Directive on Access to and Interconnection of Electronic
Communications Networks and Services (referred to as the Access
Directive);
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Directive on Universal Service and Users Rights relating
to Electronic Networks and Services (referred to as the
Universal Service and Users Rights Directive);
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Directive on Privacy and Electronic Communications (referred to
as the Privacy Directive); and
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Directive on Competition in the Markets for Electronic
Communications and Services (referred to as the Competition
Directive).
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The Regulatory Framework primarily seeks to open European
markets for communications services. It harmonizes the rules for
the establishment and operation of electronic communications
networks, including cable television and traditional telephony
networks, and the offer of electronic communications services,
such as telephony, internet and, to some degree, television
services. The Regulatory Framework does not generally address
issues of content.
Since 2005, the EU Commission has been engaged in a process of
reviewing the Regulatory Framework. On November 13, 2007,
the EU Commission published revised legislative proposals. Among
other things, the proposals included (1) a suggestion for a
European level communications regulator, (2) the
possibility for national regulators to impose functional
separation on operators (which would only apply to the incumbent
telecommunications operators as a means to increase
competition), and (3) changes to radio spectrum licensing.
The proposals have been extensively considered both by the
European Parliament and the European Council and any revised
Directive can only be adopted by them, although the EU
Commission will continue to make suggestions and continues to
have influence over the legislative process.
By November 27, 2008, there existed three separate versions
of draft Directives: one each from the EU Commission, the
European Parliament and the European Council. On
December 16, 2008, the EU Commission, the European
Parliament and the European Council met for their first
trilateral discussion on reaching a compromise. Five more
meetings are scheduled for the first quarter of 2009. The most
contentious issues remaining are the proposal for a European
level communications regulator as well as additional powers for
the EU Commission to overrule regulatory proposals from the
Member States. The goal of the parties is to reach agreement
before the election of a new European Parliament in June 2009.
There can, however, be no assurance when, if ever, any new
Directives will be adopted, what the final form of such
Directives will be nor how they will affect us. Pending the
adoption and entry into force of any new Directives, and their
transposition by the Member States, the existing legal situation
is unchanged.
Certain key provisions included in the current Regulatory
Framework are set forth below. This description is not intended
to be a comprehensive description of all regulation in this area.
Licensing and Exclusivity. The Regulatory
Framework requires Member States to abolish exclusivities on
communication networks and services in their territory and allow
operators into their markets based on a simple registration. The
Regulatory Framework sets forth an exhaustive list of conditions
that may be imposed on communication networks and services.
Possible obligations include, among other things, financial
charges for universal service or for the costs of regulation,
environmental requirements, data privacy and other consumer
protection rules, must carry obligations, provision
of customer information to law enforcement agencies and access
obligations.
Significant Market Power. Certain of the
obligations allowed by the Regulatory Framework apply only to
operators or service providers with Significant Market
Power in a relevant market. For example, the provisions of
the Access Directive allow EU Member States to mandate certain
access obligations only for those operators and service
providers that are deemed to have Significant Market Power. For
purposes of the Regulatory Framework , an operator or service
provider will be deemed to have Significant Market Power where,
either individually or jointly with others, it enjoys a position
of significant economic strength affording it the power to
behave to an appreciable extent independently of competitors,
customers and consumers.
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As part of the implementation of certain provisions of the
Regulatory Framework, each Member States National
Regulatory Authority (NRA), is required to analyze certain
markets predefined by the EU Commission to determine if any
operator or service provider has Significant Market Power. Until
November 2007, there were 18 such markets but on
November 13, 2007, the EU Commission adopted a new
recommendation reducing the list of markets to seven. Such
markets are referred to as the predefined markets. The effect of
the new recommendation is that those Member States who had not
analyzed one of the deleted markets, or who had analyzed such a
market and found no Significant Market Power are no longer
required to carry out any analysis in that market. Member States
who have analyzed one of the deleted markets and found
Significant Market Power will have to re-analyze that market
and, if they still find Significant Market Power, notify the EU
Commission of the finding of Significant Market Power outside
the seven predefined markets. Pending such re-analysis, the
prior finding of Significant Market Power will remain in effect
until the end of its duration (typically for three years). There
is no specific timetable for such re-analysis, although the EU
Commission may pressure Member States if it sees them as being
slow in performing market analyses.
We have been found to have Significant Market Power in some
markets in some countries and further such findings are
possible. In particular, in those markets where we offer
telephony services, we have been found to have Significant
Market Power in the termination of calls on our own network. In
addition, we have been found to have Significant Market Power in
the market for wholesale broadcasting transmission services
(which is no longer a pre-defined market) in the Netherlands as
described below.
NRAs might seek to define us as having Significant Market Power
in any of the seven predefined markets or they may define and
analyze additional markets. In the event that we are found to
have Significant Market Power in any particular market, a NRA
could impose certain conditions on us. Under the Regulatory
Framework, the EU Commission has the power to veto a finding by
an NRA of Significant Market Power in any market whether or not
it is included in the seven predefined markets.
Video Services. The distribution, but not the
content, of television services to the public is harmonized by
the Regulatory Framework. Member States are allowed to impose
reasonable must carry obligations for the
transmission of specified radio and television broadcast
channels and on certain operators under their jurisdiction. Such
obligations should be based on clearly defined general interest
objectives, be proportionate and transparent and be subject to
periodic review. We are subject to some degree of must
carry regulation in all European markets in which we
operate. In some cases, these obligations go beyond what we
believe is allowable under the Regulatory Framework. To date,
however, the EU Commission has taken very limited steps to
enforce EU law in this area, leaving intact must
carry obligations that are in excess of what we believe to
be allowed. Moreover, on December 22, 2008, the European
Court of Justice took a very narrow view of the restriction on
must carry under the Regulatory Framework, treating it as a
procedural formality. Therefore, it is unlikely that there will
be any reduction in the must carry regulations in the
foreseeable future.
EU
Broadcasting Law
Although the distribution of video channels by a cable operator
is within the scope of the Regulatory Framework, the activities
of a broadcaster are harmonized by other elements of EU law, in
particular the Audiovisual Media Services Directive (AVMS).
AVMS, which was adopted on December 11, 2007, amended the
EUs existing Television Without Frontiers Directive
(TVWF). Member States must transpose the requirements of AVMS
into national law by December 19, 2009.
Generally, broadcasts originating in and intended for reception
within an EU Member State must respect the laws of that Member
State. Pursuant to both AVMS and TVWF, however, EU Member States
are required to allow broadcast signals of broadcasters
established in another EU Member State to be freely transmitted
within their territory so long as the broadcaster complies with
the law of their home state. This is referred to as the country
of origin principle.
In respect of channels originating in many European countries,
The European Convention on Transfrontier Television extends the
country of origin principle beyond the EUs borders into
certain other European territories into which we sell our
channels, including Switzerland. The Convention is an instrument
of the Council of Europe, with 47 member countries including the
27 EU Member States, and is similar to TVWF in its aims of free
movement
I-23
of channels, although it only achieves that with member
countries that have ratified its text and not all have so
ratified. The Council of Europe is currently considering
modifying the Convention along the lines of AVMS but there can
be no assurance as to what the outcome of this will be.
Both TVWF and AVMS establish quotas for the transmission of
European-produced programming and programs made by European
producers who are independent of broadcasters. From our
perspective, the key difference between AVMS and TVWF is that
the former extends the scope of EU broadcasting regulation and
its country of origin principle to certain on-demand
television-like services such as VoD. Accordingly, we should be
able, if we choose to do so, offer our own VoD services across
the European Economic Area based on the regulation of the
country of origin. Thus, it is possible for us to structure our
business to have a single regulatory regime for all of our VoD
services offered in Europe. In addition, when we offer third
party VoD services on our network, it should be the business of
the third party, in its capacity as provider of the services,
and not ours as the local distributor, that is regulated in
respect of these services.
The process of AVMS transposition is now ongoing in most Member
States and there can be no assurance that the requirements on
VoD will, in fact, operate in the manner described above in any
individual Member State. Thus we may face inconsistent and
uncertain regulation when we offer VoD services in Europe.
Other
European Level Regulation
In addition to the industry-specific regimes discussed above,
our European operating companies must comply with both specific
and general legislation concerning, among other matters, data
protection, data retention, content provider liability and
electronic commerce.
They are also subject to both national and European level
regulations on competition and on consumer protection, which are
broadly harmonized at the EU level. For example, while our
operating companies may offer their services in bundled packages
in European markets, they are sometimes not permitted to make a
subscription to one service, such as cable television,
conditional upon a subscription to another service, such as
telephony. They may also face restrictions on the degree to
which they may discount certain products included in the bundled
packages.
Currently the telecommunications equipment we provide our
customers, such as digital set-top boxes, is not subject to
regulation regarding energy consumption. The EU Commission is,
however, considering the need for mandatory requirements
regarding energy consumption of such equipment. Similar
discussions are already underway in Switzerland. We have been
participating in discussions and studies regarding energy
consumption with various parts of the EU Commission, with
experts working on their behalf, and with the Swiss authorities.
In addition, we are working with suppliers of our digital
set-top boxes to lower power consumption, as well as looking at
possibilities through software to lower the power consumption of
the existing fleet of digital set-top boxes. Legislation in this
area may be adopted in 2009 and could adversely affect the cost
and/or the
functionality of equipment we deploy in customer homes.
The
Netherlands
The Netherlands has an electronic communications law that
broadly transposes the Regulatory Framework . According to this
electronic communications law, Onafhankelijke Post en
Telecommunicatie Autoriteit (OPTA), the Netherlands NRA, should
perform the market analysis to determine which, if any, operator
or service provider has Significant Market Power. OPTA has
completed its first round of market analysis and, for the
majority of predefined markets, a second round of analysis as
well.
All providers of call termination on fixed networks in the
Netherlands have been found to have Significant Market Power,
including our subsidiary UPC Nederland BV (UPC NL). College van
Beroep voor het bedrijfsleven (CBb), the administrative supreme
court, annulled on May 11, 2007, the Significant Market
Power designation of UPC NL in this market with the consequence
that there were no legal grounds for imposing obligations. OPTA
published an amended decision effective May 6, 2008, which
imposed all previous obligations regarding access, transparency
and tariff regulation and included a non-discrimination
obligation. UPC NL has challenged this
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decision at CBb, which appeal is still pending. In December
2008, OPTA completed further market analyses, including a new
decision on call termination for UPC NL. This decision became
effective January 1, 2009, requiring UPC NL to reduce its
call termination rates.
In relation to television services, in its first round analysis,
OPTA found UPC NL to have Significant Market Power in the market
for wholesale broadcasting transmission services, which was on
the original but not the current list of predefined markets, and
in an additional market not on either list relating to the
retail transmission of radio and television signals. The OPTA
decision with respect to the wholesale market imposed various
obligations on UPC NL, including the obligation to provide
access to content providers and packagers that seek to
distribute content over UPC NLs network using their own
conditional access platforms. OPTAs revised decision in
relation to the wholesale market, which was issued after an
initial successful appeal by UPC NL but imposed substantially
the same obligations as the initial decision, will expire on
March 17, 2009. The OPTA decision with respect to the
retail market expired on March 17, 2007.
On August 5, 2008, OPTA issued a draft decision on its
second round market analysis with respect to television
services, again finding UPC NL, as well as other cable
operators, to have Significant Market Power in the market for
wholesale broadcasting transmission services and imposing new
obligations. Following a national consultation procedure, OPTA
issued a revised decision and submitted it to the EU Commission
on January 9, 2009. On February 9, 2009, the EU
Commission informed OPTA of its approval of the draft decision.
The decision is expected to become effective on March 17,
2009. The new market analysis decision, once effective, will
impose on the four largest cable operators in the Netherlands a
number of access obligations in respect of television services.
The two largest cable operators, including UPC NL, will have a
number of additional access obligations.
The access obligations consist of (1) access to capacity
for the transmission of the television signal (both analog and
digital); (2) resale of the analog television signal and,
in conjunction with any such resale, the provision of customer
connection; and (3) access to UPC NLs digital
conditional access system, including access to its operational
supporting systems and co-location. OPTA has stated that any
operator with its own infrastructure, such as Royal KPN NV, the
incumbent telecommunications operator in the Netherlands (KPN),
will not be allowed to resell the analog television signal or
avail itself of access to UPC NLs digital platform.
The resale obligation will enable third parties to take over the
customer relationship as far as the analog television signal is
concerned. The decision includes the possibility for resale of
an analog package that is not identical to the analog packages
offered by UPC NL. Potential resellers will need to negotiate
the relevant copyrights directly with program providers in order
to resell the identical or almost identical analog television
signals. In case of non-identical resale, the decision imposes a
number of preconditions, including that the reseller must bear
the costs of filtering and that OPTA will determine the
reasonableness of such request on a case by case basis.
In respect of transmission of the analog television signal, a
number of preconditions were established to ensure that such
transmission will not cause unreasonable use of scarce capacity.
A request for transmission of analog signals that are not
included in UPC NLs analog television package, as well as
parallel transmission of analog signals that are already part of
the analog package, will in principle be deemed unreasonable.
Regarding digital, the new market analysis decision requires UPC
NL to enable providers of digital television signals to supply
their digital signals using their own or UPC NLs digital
conditional access system. This allows the third parties to have
their own customer relationship for those digital television
signals and to bundle their offer with the resale of the analog
television signal.
Pricing of the wholesale offer for analog and digital
transmission capacity will be at cost-oriented prices. Pricing
of the wholesale offer for resale of the analog package,
including access to UPC NLs transmission platform for
purposes of resale, will be based on a discount to UPC NLs
retail rates, at a level to be determined by OPTA and, if no
retail offer of UPC NL is available, on cost-oriented basis.
Both access obligations come with the obligation to provide
access to the relevant network elements and facilities,
including set-top boxes, co-location, software systems and
operational supporting systems, at cost-oriented prices if no
relevant retail tariff is available to define the retail minus
tariff.
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UPC NL will also be required to make its tariffs publicly
available on a rate card. Furthermore, UPC NL will not be
allowed to discriminate between third parties and its own retail
business in making these services available. This includes for
example a prohibition on offering loyalty discounts to its own
customers.
We believe that the proposed measures are unnecessary and
disproportionate and are evaluating our legal options. Pending
the outcome of any legal action UPC NL may determine to take, it
will be required to comply with the decision.
The Netherlands has yet to commence formal transposition of
AVMS, although we expect draft legislation to be published in
the coming months.
Switzerland
Switzerland has a regulatory system which partially reflects the
principles of the EU, but otherwise is distinct from the
European regulatory system of telecommunications. The
Telecommunications Act (Fernmeldegesetz) regulates, in general,
the transmission of information, including the transmission of
radio and television signals. Most aspects of the distribution
of radio and television, however, are regulated under the Radio
and Television Act (Radio und Fernsehgesetz). In addition, the
Competition Act and the Act on Price Surveillance are
potentially relevant to our business. With respect to energy
consumption of electronic home devices, the Energy Act and the
Energy Ordinance are expected to be applicable to television
set-top boxes as described below.
Under the Telecommunications Act, any provider of
telecommunications services needs to register with the Federal
Office of Communications (OfCom). Dominant providers have to
grant access to third parties, including unbundled access to the
local loop and, until 2011, bitstream access. Access regulation
is restricted to the copper wire network of the incumbent,
Swisscom AG (Swisscom), and therefore, such unbundling
obligations do not apply to Cablecom and other cable operators.
Also, any dominant provider has to grant access to its ducts,
subject to sufficient capacity being available in the relevant
duct. At this time, Cablecom has not been determined to be
dominant in this regard. All operators are obliged to provide
interconnection and have to ensure interoperability of services.
In 2008, Swisscom announced its intention to roll out a national
FTTH network in Switzerland. Whether this will require
legislative action on regulating access to such new network by
third parties is under discussion. In addition, several
municipality-owned utility companies have announced or started
to roll out local fiber networks. As no general state aid
regulation exists in Switzerland, such initiatives could only be
deemed illegal if a clear case of cross subsidization could be
made. Any such fiber roll out could lead to increased
competition for Cablecom.
Under the Radio and Television Act and the corresponding
ordinance, cable network operators are obliged to distribute
certain programs that contribute in a particular manner to media
diversity (must carry programs). The Federal government and
OfCom can select up to 25 programs that have to be distributed
in analog without the cable operator being entitled to
compensation. Currently 17 programs have must carry status.
Encryption of Cablecoms digital offering and its exclusive
offering of proprietary set-top boxes are permissible under the
Radio and Television Act. There is, however, an initiative
pending in parliament, which would prohibit the encryption of
the digital basic offering. In addition, in November 2007, the
competent commission of the Swiss parliament requested the
Federal government to propose a change of the Radio and
Television Act with the aim to grant consumers freedom of choice
regarding their set-top boxes. The initiative is subject to
further discussion in parliament in 2009. We do not yet know
what, if any, proposal will be accepted and implemented by the
legislators or what affect it will have on our business. Such
changes in the Radio and Television Act are not, however,
expected to become effective before 2011.
Regarding the energy consumption of set-top boxes, the Federal
government has launched a consultation process regarding a
revision of the Energy Ordinance. According to the proposed
legislation, as of January 1, 2010, set-top boxes would
need to comply with the European Code of Conduct (Version
4) and non-compliant boxes could no longer be used in
Switzerland. Although non-compliant boxes already in use by end
customers would most likely not have to be exchanged, Cablecom
will not be allowed to import or sell any non-compliant boxes
after January 1,
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2010. The enactment of this revision of the Energy Ordinance is
still subject to the consultation process and we are unable to
predict the final outcome on this revision. Any changes to the
Energy Ordinance will not, however, become effective before
January 1, 2010.
In the past, Cablecoms retail customer prices have been
subject to review by the Swiss Price Regulator. As of 2007, we
are no longer subject to an agreement with the Swiss Price
Regulator. The Swiss Price Regulator has, however, defined
certain criteria regarding Cablecoms products and prices.
As long as Cablecom respects those criteria, no further
regulatory action will be taken by the Swiss Price Regulator.
Whether Cablecom will continue to be subject to price regulation
going forward will depend on the assessment of its market
position going forward.
Hungary
Hungary has broadly transposed the Regulatory Framework into
law. According to this electronic communication law, Nemzeti
Hírközlési Hatóság (NHH), the Hungarian
NRA, should perform the market analysis to determine which, if
any, operator or service provider has Significant Market Power.
UPC Hungary offers telephony services through either its cable
network or its copper wire network. Although these networks are
regulated differently, UPC Hungarys telephony operations
have been found to have Significant Market Power in the call
termination market by NHH.
With respect to the cable telephony services over the cable
network, UPC Hungary is required to publish its general
contractual terms and call termination prices. UPC
Hungarys telephony services over the copper wire network
has also been found to have Significant Market Power in the
origination market in its own telecommunications network, as
well as in the markets for wholesale unbundled access, together
with all other similar network operators. This has led to a
variety of requirements, including the need to provide
interconnection and access to, and use of, specific network
facilities, non-discrimination, transparency, accounting
separation and building of cost models for the wholesale
services. Such network has further been found to have
Significant Market Power in a variety of retail markets relating
to the provision of network access to business and to
residential customers where UPC Hungarys price increases
have been limited to the rise in the consumer price index minus
an implied productivity ratio (3%) and in the markets for long
distance and international calls for residential and business
customers where UPC Hungary has been required to offer carrier
pre-selection services.
Together with all other similar network operators, UPC Hungary
has also been found to have Significant Market Power in the
wholesale broadband access market with respect to broadband
services over the copper wire network, but not the cable
network. As a result, UPC Hungary is required to produce a
wholesale ADSL offer on the copper wire telephony network based
on a discount from its retail prices (retail minus price
regulation).
With respect to broadcasting regulation, the Hungarian
Parliament adopted the Act on Programme Distribution and Digital
Switchover (the Act) in July 2007. The Act defines certain
distributors, including UPC Hungary, as having significant
influence from a media policy point of view, thereby creating a
quasi-Significant Market Power status, which should, under EU
rules, be subject to specific procedural rules, including the
notification of the relevant market to the EU Commission. Also,
the new Act imposed certain obligations on the quasi-Significant
Market Power distributors, the most significant being an
obligation, in addition to existing must-carry rules, to
contract with at least 40 channels, guided by media policy
criteria as set forth in the Act. The distributor may not
differentiate between these channels based on content. In
addition, the general terms and conditions of the distribution
agreements for such 40 channels shall be made public.
The Act also places limits on the amount of programs from a
single group of companies that any one distributor may carry.
Hungarian legislation thus has the potential to limit the
flexibility or future growth of both our distribution and
content businesses in Hungary. Currently, the future direction
of relevant Hungarian legislation is uncertain and it may
develop in directions that adversely affect our businesses. In
that regard, UPC Hungary faces both political and regulatory
challenges.
Other
Central and Eastern Europe
In contrast to the majority of our European operations, a large
part of our cable network in Romania is above ground, as are the
networks of most other utility providers, including other cable
operators. For aesthetic and
I-27
environmental reasons, cities in Romania want these companies,
including UPC Romania, to move their networks underground. The
issue has become most pressing in Bucharest, where the city
council issued a decision requiring all existing networks to be
placed underground within a period of years and engaged a single
privately-owned company to build an underground duct and optical
fiber network in that city (the NetCity Project). Legal
challenges in Romania to the NetCity Project have thus far been
unsuccessful and the network has recently been completed under
five streets. As a result, the city is pressuring UPC Romania to
move its network in the completed area to the underground
network. UPC Romania is seeking permission from the city to
build its own underground ducts in Bucharest which would be
operationally and technically more compatible with its hybrid
fiber coaxial network than the all optical fiber network of the
NetCity Project. No assurance can be given that UPC
Romanias efforts will be successful or that building its
own duct network would be more cost effective in the long term
than making use of the ducts
and/or
infrastructure of the NetCity Project. We anticipate the
pressure to move aerial networks underground to continue to grow
in both Bucharest and elsewhere in Romania. Ultimately we expect
that this will lead to an increase in network costs for our
Romanian operations and, possibly, a decrease in operational
flexibility.
Belgium
(Telenet)
Belgium has broadly transposed the Regulatory Framework into
law. According to the electronic communications law of
June 13, 2005, the Belgisch Instituut voor Post en
Telecommunicatie (BIPT), the Belgian NRA, should perform the
market analysis to determine which, if any, operator or service
provider has Significant Market Power. BIPT has completed its
first round of market analysis on most of the predefined markets
and has initiated, for the majority of predefined markets, a
second round of analysis. In its market analysis, BIPT did not
address the wholesale broadcast market, which is no longer a
predefined market.
Telenet has been declared an operator with Significant Market
Power on the market for call termination on an individual fixed
public telephone network. With respect to the market for call
termination on individual fixed networks, an on-going three year
reduction of termination rates was imposed on Telenet beginning
January 1, 2007. After the rate reduction in January 2009,
this reduction resulted in near reciprocal termination tariffs
(Telenet will charge the interconnection rate of the incumbent
telecommunications operator, Belgacom NV/SA (Belgacom), plus
15%).
In Belgium, both the BIPT and the regional media regulators
(Vlaamse Media Regulator (Flanders), Conseil Supérieur de
lAudiovisuel (Wallonia), and Medienrat (in the German
speaking community)) have to approve the wholesale broadband
market analysis. The first round of decision regarding this
market was issued on January 10, 2008. Belgacom was
declared to have Significant Market Power on this market and
cable networks were left out of the analysis. Due to market and
technological developments, the second round of analysis for
this market is expected to be launched by the BIPT during the
first quarter of 2009.
With regard to the transposition of AVMS, we expect that a
decree proposal will be introduced into the Flemish Parliament
for debate in the coming months. Because VoD services were
already regulated under media law by Belgium and, in particular,
by Flanders prior to the AVMS, we do not expect a major shift in
the current regulatory approach for VoD services. There can be
no assurance, however, as to when AVMS will be transposed or if
the transposition will be accurate.
Asia/Pacific
Japan
Overview. In Japan, the Ministry of Internal
Affairs and Communications, commonly referred to as the MIC,
regulates the cable television industry and the
telecommunication industry under different laws. With a view to
convergence of broadcasting and telecommunication, the MIC has
been discussing the enactment of a comprehensive law covering
both the cable television industry and the telecommunications
industry. MIC is targeting 2010 to present the bill to the
Japanese national legislature. In MICs view, any new
regulations should cover all distribution platforms in a
consistent manner.
In the terrestrial television industry, under the Japanese Radio
Act, terrestrial analog broadcasting is scheduled to be
terminated and switched to digital broadcasting on July 24,
2011. To make the terrestrial digital switch
I-28
smoother, the Government has sought the assistance of cable
television operators and alternative broadband television
providers. This provides J:COM the opportunity to establish a
customer relationship with terrestrial analog television viewers
by offering them a package of terrestrial digital broadcast
channels and, for those who do not have digital-ready
televisions and are unwilling to purchase digital reception
equipment, the rental of a digital box. With respect to cable
television operators, the Government has targeted the switch
from analog to digital programming services to be completed as
soon as possible and not later than December 2010. J:COM is
targeting mid-2010 for the completion of its transition to all
digital programming. In January 2009, however, the Government
announced a proposal for cable television operators to provide
transition services for analog television users after the
termination of terrestrial analog signals in July 2011. Under
the proposal, cable television operators would convert
terrestrial digital signals to analog signals and transmit the
analog signals to analog television users for a few years after
the termination of terrestrial analog broadcasting. The
Government and representatives of cable television operators are
discussing this proposal.
In January 2007, the amended Copyright Act was enacted to remove
obstacles for simultaneous retransmission on alternative
broadband television platforms of broadcasted television
programs. Before the amendment, such simultaneous retransmission
on these platforms required licenses from performers appearing
in the programs and holders of rights to recordings used in the
programs, not just from holders of copyrights to the programs
and from the original broadcaster. Under the amended Copyright
Act, broadcasted programs can be simultaneously retransmitted on
alternative broadband television platforms to the service areas
of the original broadcasting without obtaining licenses from,
and instead only by paying a prescribed royalty to, such
performers and recording right holders. Following this
regulatory change, one alternative broadband operator started
retransmission of broadcasted television programs in limited
urban areas in the second quarter of 2008. Retransmission
outside the original broadcast area is not permitted but may be
permitted in the future. Competition from such alternative
broadband operators providing retransmission service may
increase if the geographic restriction in the amended Copyright
Act on retransmission outside the original broadcast area is
lifted in the future.
Regulation of the Cable Television
Industry. The two key laws governing cable
television broadcasting services in Japan are the Cable
Television Broadcast Law and the Wire Telecommunications Law.
The Cable Television Broadcast Law was enacted in 1972 to
regulate the installation and operation of cable television
broadcast facilities and the provision of cable television
broadcast services. The Wire Telecommunications Law is the basic
law in Japan governing wire telecommunications, and it regulates
all wire telecommunications equipment, including cable
television broadcast facilities.
Under the Cable Television Broadcast Law, any business seeking
to install cable television facilities with more than 500 drop
terminals must obtain a license from the MIC. Under the Wire
Telecommunications Law, if these facilities have less than 500
drop terminals, only prior notification to the MIC is required.
If a license is required, the license application must provide
an installation plan, including installation areas and locations
of the major facilities to be installed, the frequencies to be
used, financial estimates, and other relevant information.
Generally, the license holder must obtain prior permission from
the MIC in order to change certain items included in the
original license application. The Cable Television Broadcast Law
also provides that any business that wishes to furnish cable
television broadcast services must file prior notification with
the MIC before commencing service. This notification must
identify the facilities and frequency to be used, include a
service area map (unless the facilities are owned by the
provider), and outline the proposed cable television
broadcasting services and other relevant information, regardless
of whether these facilities are leased or owned. Generally, the
cable television provider must notify the MIC of any changes to
these items.
Prior to the commencement of operations, a cable television
provider must notify the MIC of all charges and tariffs for its
cable television broadcast services. A cable television provider
must also give prior notification to the MIC of all amendments
to existing tariffs or charges. No approval from the MIC is
required for the commencement of operations or amendments to
existing tariffs or charges in general. However, all charges and
tariffs for mandatory re-broadcasting of television content,
including amendments thereto, require the approval of the MIC.
A cable television provider must comply with specific
requirements, including: (1) conforming with technical
standards stipulated by the MIC; (2) making its facilities
available for third party use for cable television broadcasting
services, subject to the availability of broadcast capacity;
(3) providing service within its service
I-29
area to those who request it absent reasonable grounds for
refusal; and (4) retransmitting television broadcasts in
areas having difficulties receiving television signals (no
consent from television broadcasters is required for
retransmission in such areas).
The MIC may revoke a facility license if the license holder
breaches the terms of its license; fails to comply with the
technical standards stipulated by the MIC; fails to meet the
requirements set forth in the Cable Television Broadcast Law; or
fails to implement a MIC improvement order relating to its
inappropriate operation of cable television broadcast services.
Regulation of the Telecommunications
Industry. As providers of broadband internet and
telephony, our businesses in Japan also are subject to
regulation by the MIC under the Telecommunications Business Law.
The Telecommunications Business Law and related regulations
subject carriers to a variety of licensing, registration and
filing requirements depending upon the nature of their networks
and services. Carriers may generally negotiate terms and
conditions with their users (including fees and charges), except
those relating to basic telecommunications services.
Carriers who provide the Basic Telecommunications Services,
defined as telecommunications that are indispensable to the
lives of the citizenry as specified in MIC ordinances, are
required to provide such services in an appropriate, fair and
consistent manner. Carriers providing Basic Telecommunications
Services must do so pursuant to terms and conditions and for
rates that have been filed in advance with the MIC. The MIC may
order modifications to contract terms and conditions it deems
inappropriate for certain specified reasons. Currently Nippon
Telephone & Telegraph East Corporation and Nippon
Telephone & Telegraph West Corporation (collectively,
NTT) are providing the Basic Telecommunications Services and the
MIC requires other telecommunication service providers,
including J:COM, to share the costs for NTT to provide the Basic
Telecommunications Services. J:COM passes such costs to
subscribers of its telecommunication service.
Carriers, other than those exceeding certain standards specified
in the Telecommunications Business Law (such as NTT), may set
interconnection tariffs and terms and conditions through
independent negotiations without MIC approval.
Telecommunication carriers that own their telecommunication
circuit facilities are required to maintain such facilities in
conformity with specified technical standards. The MIC may order
a carrier that fails to meet such standards to improve or repair
its telecommunication facilities.
Australia
Overview. Subscription television, internet
and broadband access and mobile telephony services are regulated
in Australia by a number of Australian Commonwealth statutes. In
addition, state and territory laws, including environmental and
consumer protection legislation, influence aspects of
Austars business.
Broadly speaking, the regulatory framework in Australia
distinguishes between the regulation of content services and the
regulation of facilities used to transmit those services. The
Australian Broadcasting Services Act 1992 (Cth) (BSA)
regulates the ownership and operation of all categories of
television and radio services in Australia and also aspects of
internet and mobile content. The technical delivery of Austar
services are separately licensed under the Radiocommunications
Act 1992 (Cth) (Radiocommunications Act) or the
Telecommunications Act 1997 (Cth) (Telecommunications
Act), depending on the delivery technology utilized. Other
legislation of key relevance to Austar is the Trade Practices
Act 1974 (Cth), and state fair trading laws, which include
competition and consumer protection regulation, and the Privacy
Act 1988 (Cth).
Licensing of Television Broadcasting. The BSA
regulates subscription television broadcasting services through
a licensing regime managed by the Australian Communications and
Media Authority (Media Authority). Austar and its related
companies hold subscription television broadcasting licenses
under the BSA. These licenses are for an indefinite period and
are issued subject to general license conditions, which may be
revoked or varied by the Australian Government and which may
include specific additional conditions. License conditions
include a prohibition on cigarette or other tobacco advertising;
a requirement that subscription fees must be the predominant
source of revenue for the service (over, for example,
advertising); a requirement that the licensee must remain a
suitable licensee under the BSA; a requirement that
customers must have the option to rent domestic reception
I-30
equipment; and a requirement to comply with provisions relating
to anti-siphoning (as described below) and the broadcast of
R-rated material. Subscription television broadcasting licensees
are not permitted to broadcast R-rated material until the
Australian Parliament gives its approval following a
recommendation from the Media Authority. Once approved,
licensees must ensure that access is restricted by disabling
devices. The Australian Parliament has not yet given approval
for R-rated material on subscription television broadcasting.
Certain of Austars services are licensed under
subscription television narrowcasting class licenses, which do
not restrict the broadcast of R-rated material. An additional
obligation on subscription television licensees, who provide a
service predominantly devoted to drama programs, is to spend at
least 10% of its annual program expenditure on new Australian
drama programs. Austar has made and continues to make the
required investments in such programming. Subscription
television narrowcasting licenses include similar conditions to
those of subscription television broadcasting licenses; however,
they do not have an Australian content drama expenditure
obligation.
Sports Rights Regulation
Anti-siphoning. The BSA prohibits subscription
television broadcasting licensees from obtaining exclusive
rights to certain events that the Australian Government
considers should be freely available to the public. These
events, which are specified on an anti-siphoning
list, include a number of highly popular sporting events
in Australia and are currently protected until December 31,
2010. Since January 1, 2007, a use it or lose
it scheme has applied to the anti-siphoning regime. Under
this scheme,
free-to-air
(FTA) televisions use of events will be monitored and
listed events that do not receive adequate coverage, or which
are not acquired by FTA broadcasters, may be considered for
permanent (or partial) removal from the anti-siphoning list. To
date, no events have been removed from the anti-siphoning list
because the Australian Government has not actively enforced the
use it or lose it scheme. Austar and other members
of the subscription television industry continue to lobby the
Australian Government to effectively enforce the scheme so as to
remove events from the list.
In addition to the restriction on subscription television
broadcasters, currently, no FTA channel can play events on the
anti-siphoning list on their FTA multi-channels unless it has
already been shown or is being simulcast on their SD primary
channel.
The Australian Government will review the current list during
2009. This review will include an analysis of the operation of
the anti-siphoning regime as a whole. As part of this review,
the Australian Government may consider whether the FTA
multi-channels will have restrictions lifted to allow them to
show listed sporting events without simultaneously broadcasting
on the SD primary channel. There can be no assurance, however,
as to the final outcome of this review. If the review results in
either an extension of the sporting events on the list or the
lifting of such restrictions on the FTA multi-channels, each
could have an adverse effect on Austars growth.
Digital Switchover. Commercial FTA networks
have been granted additional spectrum to assist in the
transition to digital television. Such networks are required to
simulcast their services in analog and digital television
formats until the analog switch off. The Australian Government
has confirmed that the switch off of analog broadcasting will be
complete by the end of 2013 and has established a dedicated
taskforce to ensure the switchover by such date. The Digital
Television Switchover Bill 2008, passed in December 2008, allows
the Australian Government to implement a staggered region by
region approach to the analog switch off. As currently proposed,
Austars regional markets will be switched earlier than the
metropolitan markets, starting in 2010 and finishing by the end
of 2013. Currently, the Australian Government has not clarified
whether subscription television subscribers with access to
digital FTA channels will be counted in the penetration of
digital ready households and communicated by the Australian
Government as an option for consumers to convert to digital
television. Austar currently provides an option to its
subscribers for accessing digital FTA channels. The legislation
also revises the dates for two statutory reviews (previously
triggered by the end of analog switch off):
(1) January 1, 2010: a review of the content and
captioning rules applicable to FTA multi-channels; and
(2) January 1, 2012: a review of the decision to
implement a new commercial television network. Currently FTA
multi-channels are not required to provide minimum levels of
Australian content or caption a minimum number of hours. This is
in contrast to the regulatory obligations on all subscription
television channels which have an Australian drama content
obligation and have voluntarily agreed on a captioning plan with
the Australian disability discrimination commission. With
respect to implementation of a new commercial television
network, the Australian Government does not intend at this time
to implement such a network. This position will, however, be
reconsidered as part of the review. The introduction of a fourth
commercial network would introduce an additional competitor into
the television market, which would dilute the current FTA market
and have an impact on the individual growth of FTA networks. It
is anticipated that the
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switchover will make spectrum available for alternate uses such
as new mobile services, a fourth commercial television network
and wireless broadband services; however, the Australian
Government has not yet disclosed any firm proposals with regard
to the use of the spectrum.
FTA Multi-channeling. The FTA networks are
entitled to provide one SD multi-channel from January 1,
2009. Each network currently broadcasts one HD multi-channel.
Additional multi-channels are prohibited until the end of the
switch-off of analog broadcasting. Except for the anti-siphoning
list restrictions, there are currently no content or captioning
obligations on the FTA multi-channels. This, however, is now
subject to statutory review by January 1, 2010.
Foreign Media Ownership and Cross Media
Ownership. Foreign media ownership rules in
Australia have been relaxed although media has been retained as
a sensitive sector and foreign investment in the
media sector remains subject to the approval of the Treasurer of
the Commonwealth of Australia. Cross media ownership rules
provide that an operator can own two of three types of media
assets (newspapers, television and radio) in a market, subject
to there being at least five commercial media groups in
metropolitan markets and four commercial media groups in
regional markets.
Regulation of Internet and Mobile Content. The
Content Services Act 2007, which added a new Schedule 7 to
the BSA, regulates the commercial content service
industry by prohibiting the supply of certain content over
convergent devices such as the internet and mobile handsets.
Such regulated content includes Refused Classification, X18+,
Restricted 18+, or Mature Audiences 15+ content that is not
subject to restricted access (Prohibited Content). The
legislation provides a complaints based scheme where the Media
Authority can issue a notice to remove or disable access to the
content, or to ensure that the content can only be accessed via
a restricted access system. Notices are based on a complaint to
the Media Authority or on the basis of Media Authoritys
own investigations. There are exceptions for licensed
broadcasting services (including ancillary subscription
television content services such as on demand services)
and retransmitted services, and for operators who do no more
than provide a carriage service. The legislation, however,
(1) impacts Austars internet service due to certain
obligations on service providers hosting Prohibited Content (for
example the obligation to take down Prohibited Content on notice
from the Media Authority); and (2) may impact Austars
own portals and mobile services to the extent that Austar
provides Prohibited Content via those platforms (for example,
Austar would need to implement a restricted access system to
provide Mature Audiences 15+ and R18+ content on its website or
via its mobile service).
Energy Efficiency. Mandatory limits on the
emission levels of basic set-top boxes (excluding DVRs) sold in
Australia came into effect on December 1, 2008. Although
not all of Austars current set-top box population will
comply with these levels, all applicable set-top boxes deployed
by Austar from December 1, 2008 will meet these levels. The
Australian Government has indicated, however, that it may extend
these limits on emission levels to a wider range of set-top
boxes, such as DVRs. Austar is discussing options with the
Australian Government, including the implementation of a
voluntary scheme, similar to a voluntary code being developed in
Europe, in place of mandatory regulation.
Austar Spectrum Licenses. In addition to
licenses issued under the BSA, Austar holds spectrum licenses
issued under and regulated by the Radiocommunications Act.
Austar currently holds 19 spectrum licenses in the 2.3GHz Band
and 26 licenses in the 3.4GHz Band covering geographic areas
similar to Austars subscription television areas. These
licenses expire in 2015. The spectrum licenses authorize the use
of spectrum space rather than the use of a specific device or
technology. Similar to the BSA, licenses issued under the
Radiocommunications Act are subject to general license
conditions and may be subject to specific license conditions,
which can be added, revoked or modified by written notice during
the term of the license. Spectrum licensees must comply with
core conditions of the license and be compatible with the
technical framework for the bands. There are no restrictions on
ownership or control of spectrum licenses, except that the
licensee must be a resident of Australia. The Media Authority is
currently reviewing the framework for spectrum license trading
and has requested comments regarding the secondary market for
spectrum. In addition, the Media Authority has begun preliminary
analysis and research into the issue of extending spectrum
license terms, including the licenses held by Austar, prior to
their expirations.
Communications. A subsidiary of Austar holds a
carrier license issued under the Telecommunications Act. This
license authorizes Austar to operate its cable network in Darwin
and its WiMax broadband network and requires compliance with a
set of carrier obligations under the Telecommunications Act.
Other Austar subsidiaries
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provide
dial-up
internet service, mobile telephony services, and broadband
services operated as carriage service providers and are required
to comply with certain aspects of Australian telecommunications
legislation. These service providers must observe statutory
obligations in relation to access, law enforcement and national
security and interception, and must become members of the
Telecommunications Industry Ombudsman scheme, which manages
complaints.
The Australian Government released a National Broadband Network
request for proposal requiring at least 12 Mbps speeds via
FTTH; 98% national coverage; and the ability to support HD
content. Australian Government funding of A$4.7 billion is
available for the National Broadband Network. Proposals were to
be submitted by November 26, 2008. It is unlikely that a
winning bidder will be announced until the end of the first
quarter of 2009. The National Broadband Network request for
proposal did not stipulate regulatory controls for the National
Broadband Network. Telstra Corporation Limited (Telstra), the
incumbent telecommunications provider in Australia, is demanding
that the Australian Government provide a regulatory regime that
would prevent the network builder from being subject to any form
of separation. The Australian Government has recently excluded
Telstra from the bid process because Telstra did not comply with
the bid process requirements. Telstras role in the
National Broadband Network, if any, and the impact on Austar,
which did not submit a proposal, is uncertain. Should Telstra be
permitted to re-enter the bid process and win the bid without
some form of structural or functional separation, access to the
National Broadband Network to provide alternative and
competitive services will be severely limited, which could
negatively impact any service bundling strategy developed by
Austar.
There is a prohibition on internet services providers (ISPs)
from providing access to certain interactive gambling services
to Australian-based customers or from providing certain
Australian-based interactive gambling service to customers in
designated countries. It is illegal to advertise interactive
gambling services in Australia. In relation to content, ISPs are
not primarily liable for the content of material carried on
their service. Once notified of the existence of illegal or
offensive material on their service, however, ISPs have a
responsibility to remove or block access to such material.
Mobile service providers must observe various regulations and
industry codes of practice relating to mobile service provision,
such as billing and mobile content.
The Australian Government is considering the implementation of a
mandatory national web content filter at the ISP level. Having
recently completed a lab trial, the Australian Government is
currently conducting a field trial of mandatory filtering with a
selection of ISPs. The trial will assess the impact on internet
speeds and performance. Austar is not participating in the trial.
The
Americas
Chile
As described under Operations The
Americas, VTR is subject to certain regulatory
conditions as a result of its combination with Metrópolis
Intercom S.A. in April 2005. These conditions are in addition to
the regulations described below.
Video. Cable television services are regulated
in Chile by the Ministry of Transportation and
Telecommunications (the Ministry). VTR has permits to provide
wireline cable television services in the major cities,
including Santiago, and in most of the medium-sized markets in
Chile. Wireline cable television permits are granted for an
indefinite term and are non-exclusive. As a result, more than
one operator may be in the same geographic area. As these
permits do not use the radio-electric spectrum, they are granted
without ongoing duties or royalties. Wireless cable television
services are also regulated by the Ministry and similar permits
are granted for these services. With respect to digital
terrestrial television (DTT) services, the Chilean Government is
expected to adopt a technology standard in 2009.
Cable television service providers in Chile are not required to
carry any specific programming, but some restrictions may apply
with respect to allowable programming. The National Television
Council has authority over programming content, and it may
impose sanctions on providers who are found to have run
programming containing excessive violence, pornography or other
objectionable content. A bill is pending before the Chilean
Congress, which may result in additional controls on
broadcasters that provide programming not suitable for children.
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Cable television providers have historically retransmitted
programming from broadcast television, without paying any
compensation to the broadcasters. Certain broadcasters, however,
have filed lawsuits against VTR claiming that VTR breached their
intellectual property rights by retransmitting their signals.
These lawsuits are still pending before the Chilean courts and a
final judicial decision is not expected until the third quarter
of 2009.
Internet. Internet services are considered
complementary telecommunication services and, therefore, do not
require concessions, permits or licenses. Pursuant to a
condition imposed on VTR as a result of its combination with
Metrópolis Intercom S.A., VTR offers its broadband capacity
for resale of internet services on a wholesale basis. The
Chilean Government is reviewing new standards for internet
services and the quality of such services. These standards could
become law in 2009. Development of these standards may increase
VTRs costs relating to the provision of internet service
and the development of quality service monitoring and reporting
systems.
Telephony. The Ministry also regulates
telephony services. The provision of telephony services (both
fixed and mobile) requires a public telecommunication service
concession. VTR has telecommunications concessions to provide
wireline fixed telephony in most major and medium-sized markets
in Chile. Telephony concessions are non-exclusive and have
renewable
30-year
terms. The original term of VTRs wireline fixed telephony
concessions expires in November 2025. Long distance telephony
services are considered intermediate telecommunications services
and, as such, are also regulated by the Ministry. VTR has
concessions to provide this service, which is non-exclusive, for
a 30-year
renewable term expiring in September 2025.
VTR has been awarded wireless fixed telephony concessions under
which it has an exclusive right to use a specific block of
spectrum in 3,400 MHz in most of the Chilean regions. With
these concessions, VTR plans to offer telephony and internet
services using WiMax technology in Santiago during the first
quarter of 2009. Wireless fixed telephony concessions have been
granted for renewable terms of 30 years. Such concessions
are non-exclusive and the rates are not regulated.
Local service concessionaires are obligated to provide telephony
service to all customers that are within their service area or
are willing to pay for an extension to receive service. All
local service providers, including VTR, must give long distance
telephony service providers equal access to their network
connections at regulated prices and must interconnect with all
other public services concessionaires whose systems are
technically compatible.
In January 2008, the Ministry requested the Chilean Antitrust
Tribunal to review the telephony market. In February 2009, the
Antitrust Tribunal concluded that, although the local service
telephony market cannot be characterized as competitive, it has
enhanced its level of competition since it was reviewed in 2003.
As a result, the Antitrust Tribunal determined that incumbent
local telephone operators will no longer be subject to price
regulation at a retail level. The final interpretation the
Ministry will give to this decision is pending. Notwithstanding,
we believe that such decision requires the Ministry to set forth
rules only for the incumbent operators (identifying
Compañia de Telecomunicaciones de Chile SA
(Telefónica), Telefónica de Sur (TelSur) and Entel
Telefonía Local S.A.), forbidding, among other things,
price discrimination, fixed/mobile bundles and differentiated
prices for on net and off net traffic. Also, the Antitrust
Tribunal ordered the Ministry to set forth rules, for all
operators, forbidding tied sales of telecommunication services
included in a bundle, and imposing an effective network
unbundling and number portability. The Antitrust Tribunal also
declared some ancillary services and network unbundling services
to be subject to price regulation for all companies, including
VTR. This decision could be revised by the Supreme Court during
2009.
Interconnect charges (including access charges and charges for
network unbundling services) are determined by the regulatory
authorities, which establish the maximum rates that may be
charged by each operator for each type of service. This rate
regulation is applicable to incumbent operators and all local
and mobile telephony companies, including VTR. The maximum rates
that may be charged by each operator for the corresponding
service are made on a
case-by-case
basis, and are effective for five years. VTRs current
interconnection and unbundling rates are effective until June
2012.
Chile plans to award high capacity mobile licenses through a bid
process. On January 27, 2009, the Chilean Supreme Court
ruled that, although incumbent mobile operators may participate
in the process, any bidder that exceeds the limit of 60 MHz
of spectrum rights for mobile telephony services must divest the
excess spectrum through a public bidding process. Currently one
incumbent mobile operator has 60 MHz of spectrum rights and
two
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others have 55 MHz of spectrum rights. Therefore this
decision means there will be spectrum available for new
entrants. The bidding process is expected for April 2009. VTR
plans to submit a bid, but no assurance can be given that it
will be granted a license for such services.
Rate Adjustments. With respect to VTRs
ability to increase the price of its different telecommunication
services to its subscribers, the general Consumer Protection
Laws contain provisions that may be interpreted by the
authorities to require that any increase in rates
over the inflation rate to existing subscribers must
be previously accepted and agreed to by those subscribers,
impairing VTRs capacity to rationalize its price policy
over current customers. VTR disagrees with this interpretation
and is evaluating its options for adjusting or increasing its
subscriber rates in compliance with applicable laws.
Channel Lineup. With respect to VTRs
ability to modify its channel lineup without the previous
consent of the subscribers, the National Consumers Service
(Sernac) expressed that such action may be against certain
provisions of the applicable Consumer Protection Law, including
those provisions prohibiting misleading advertisement,
unilateral modification of the clients contracts and
abusive clauses. Sernac filed several lawsuits against VTR. In
June 2008, the Court of Appeals of Santiago ruled against VTR in
one of these lawsuits, and the Supreme Court rejected an appeal
of this decision. Based on nine favorable rulings recently
obtained by VTR, granting the company the right to modify its
grid, VTR disagrees with Sernacs interpretation. To
prevent future conflicts with Sernac, VTR is negotiating with
Sernac to establish common acceptable criteria to enable
modifications of VTRs channels grid.
Competition
The markets for video, broadband internet and telephony
services, and for video programming, generally are highly
competitive and rapidly evolving. Consequently, our businesses
have faced and are expected to continue to face increased
competition in these markets in the countries in which they
operate and specifically, as a result of deregulation, in the
EU. The percentage information in this section is as of the date
of the relevant sources listed in the following sentences. The
percentage information provided below for UPC Broadband is based
on information from either the website of DataXis for the third
quarter of 2008 or Screen Digest for the month of January 2009.
The percentage information for Telenet is based on information
from the Internet Services Providers Association of Belgium for
the third quarter of 2008 and on internal market studies for
telephony as of September 30, 2008. For Japan, all
percentage information is based on information obtained from the
website of the Japanese Ministry of Internal Affairs and
Communications, dated as of various dates from December 31,
2007 to September 30, 2008, and internal market studies as
of December 31, 2008. For Chile, the percentage information
is based on internal market studies as of December 31,
2008, and information obtained from public filings by
competitors and market information provided by the Subsecretaria
de Telecomunicaciones de Chile as of various dates from
September 30, 2008 to December 31, 2008. The
competition in certain countries in which we operate is
described more specifically after the respective competition
overview on video, broadband internet and telephony.
Broadband
Communications
Video
Distribution
Our businesses compete directly with a wide range of providers
of news, information and entertainment programming to consumers.
Depending upon the country and market, these may include:
(1) traditional
over-the-air
broadcast television services; (2) DTH satellite service
providers; (3) DTT broadcasters, which transmit digital
signals over the air providing a greater number of channels and
better quality than traditional analog broadcasting;
(4) other cable operators in the same communities that we
serve; (5) other fixed line telecommunications carriers and
broadband providers, including the incumbent telecommunications
operators, offering video products (a) through broadband
internet connections over networks using DSL or ADSL technology
(which we refer to as
DSL-TV),
(b) through DTH satellite systems, or (c) over fiber
optic lines of FTTH networks; (6) satellite master antenna
television systems, commonly known as SMATVs, which generally
serve condominiums, apartment and office complexes and
residential developments; (7) MMDS operators; and
(8) movie theaters, video stores and home video products.
Our businesses also compete to varying degrees with other
sources of information and entertainment, such as newspapers,
magazines, books, live entertainment/concerts and sporting
events.
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Europe. In Europe, historically our principal
competition in the provision of video services came from
traditional
over-the-air
broadcasters in all markets; DTH satellite providers in many
markets, such as Austria and Ireland where we compete with
long-established satellite platforms; and cable operators in
certain markets, such as Poland and Romania where portions of
our systems have been overbuilt. In some markets, competition
from SMATV or MMDS could be a factor.
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Over the last several years, competition has increased
significantly from both new entrants and established competitors
using advanced technologies and aggressively priced services.
DTT is a significant part of the competitive market in Europe as
a result of a number of different business models that range
from full blown encrypted pay television to FTA television.
Similarly
DSL-TV,
which is either provided directly by the owner of the network or
by a third party, is fast becoming a significant part of the
competitive environment. Further launches of DTT and
DSL-TV are
expected in 2009.
In most of our Central and Eastern European markets, we are also
experiencing significant competition from Digi TV, the DTH
platform of a Romanian cable, telephony and internet service
provider that is targeting our analog cable, MMDS and DTH
customers with aggressively priced DTH packages, in addition to
overbuilding portions of our cable network in Hungary and
Romania. The incumbent telecommunications operator in Romania
also operates a competing DTH platform. Our DTH platforms,
through UPC Direct and another subsidiary, offer advanced
services and functionality, including HD and DVR, to four of our
Central and Eastern Europe markets.
In most of our European markets, competitive video services are
now being offered by the incumbent telecommunications operator,
whose video strategies include
DSL-TV, DTH,
and DTT. The ability of incumbent operators to offer the
so-called triple-play of video, broadband internet
and telephony services is exerting growing competitive pressure
on our operations, including the pricing and bundling of our
video products. In order to gain video market share, the
incumbent operators and alternative service providers in a
number of our larger markets have been pricing their DTT and
DSL-TV video
packages at a discount to the retail price of the comparable
digital cable service and, in the case of
DSL-TV,
including DVRs as a standard feature.
FTTH networks are not widespread in Europe, although they are
present or planned in a number of countries. FTTH networks have
been launched by Reggefiber FttH (a partnership between
Reggefiber ttH bv and KPN) in the Netherlands, by Orange
Slovensko, a.s. (part of France Télécom S.A.) and
Slovak Telekom, a.s. in Slovakia, and by Telefónica 02
Czech Republic, a.s. in the Czech Republic. In Switzerland,
Swisscom has announced plans to connect approximately 100,000
homes with FTTH by the end of 2009, with an anticipated
investment of CHF 8 billion over the next six years. In
Hungary, Magyar Telekom Rt has announced plans to increase its
FTTH network to 780,000 homes passed by 2013. In addition, there
is increasing willingness from government and quasi-government
entities in Europe to invest in such networks, which would
create a new source of competition.
To meet the challenges in this competitive environment, we
tailor our packages in each country in line with one or more of
three general strategies: a general price reduction, discounts
for bundled services and loyalty contracts. Generally, discounts
for bundled services are available in all our Europe operations.
In addition, we seek to compete by accelerating the migration of
our customers from analog to digital services, upgrading our
digital television service to include the functionality for VoD,
HD, DVRs and other advanced products and services, and offering
attractive content packages and bundles of services at
reasonable prices. As a result, 2008 saw the launch of new
digital platforms in a number of our territories with additional
launches of DVR functionality and HD services as part of the
digital offering. Also, in Europe, the triple-play bundle is
used as a means of driving video, as well as other products
where convenience and price can be leveraged across the
portfolio of services.
The Netherlands. The Netherlands has one of the
highest cable penetration rates in Europe with 76% of all
households subscribing to a cable service. Ziggo B.V. continues
to be the largest cable provider with cable service supplied to
43% of the total video households in the Netherlands. UPC
Netherlands provides video cable services to 28% of the total
video households in the Netherlands. Satellite television
penetration is 11% of the total video households and has
historically been the main source of our competition in the
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Netherlands. Also, competition from the DTT and
DSL-TV
services offered by KPN continues to be strong. KPN is the
majority owner of the Netherlands DTT service, Digitenne. It
also offers a
DSL-TV
service that includes VoD, an electronic program guide and DVR
functionality. KPN is targeting our price sensitive analog
customers and our digital customers with discounted Digitenne
and DSL-TV
video packages, respectively. With its nationwide
telecommunications network and ability to offer bundled
triple-play services, KPN is a significant competitor. In
addition, FTTH networks may become more competitive with
Reggefiber FttHs 2008 launch of FTTH networks in certain
cities and any future expansion of these networks. To enhance
its competitive position, UPC Netherlands offers VoD services,
DVR functionality and HD set-top boxes to all UPC Netherlands
digital cable customers. Such services allow UPC Netherlands
subscribers to personalize their programming. Also, UPC
Netherlands markets a variety of bundle options from which
subscribers can select various combinations of services,
including internet and telephony options, to meet their needs.
Switzerland. We are the largest cable television
provider in Switzerland based on the number of video cable
subscribers and are the sole provider in substantially all of
our network area. Due to a small program offering, competition
from terrestrial television in Switzerland is limited, although
DTT is now available in most parts of Switzerland. DTH satellite
services are also limited due to various legal restrictions such
as construction and zoning regulations or rental agreements that
prohibit or impede installation of satellite dishes. Given
technical improvements, such as the availability of smaller
satellite antennae, as well as the continuous improvements of
DTH offerings, continued competition is expected from the
satellite television operators. Our main competition is
Swisscom, the incumbent telecommunications operator, which
launched its
DSL-TV
service in late 2006 and has grown to 95,000 subscribers through
the end of the third quarter of 2008. Swisscom offers VoD
services as well as DVR functionality and HD services. To
effectively compete, Cablecom enhanced its digital television
platform with the rollout of DVR functionality and HD services
in 2008 and plans to launch VoD in 2009.
Austria. In Austria, we are the largest cable
television provider based on number of video cable subscribers.
Our primary competition for video customers is from FTA
television received via satellite and from the
DSL-TV
service provided by the incumbent telecommunications operator,
Telekom Austria AG. In addition, the public broadcaster,
Österreichischer Rundfunk, offers DTT services in Austria.
Approximately 49% of Austrian households receive FTA television
compared to approximately 39% of Austrian households receiving
cable services. UPC Austria provides video cable services to
approximately 40% of the cable households in Austria. Newer
technologies such as
DSL-TV from
Telekom Austria represent an increasing threat with digital
services incorporating premium services, such as VoD, offered at
a heavy discount to the video subscription price within the
market. To stay competitive, UPC Austria launched HD DVR
functionality in 2008 and plans to launch a VoD service in 2009.
Ireland. Ireland has one of the highest digital and
pay television penetration rates in Europe with almost 80% of
the population subscribing to a video service. We are the
largest cable television provider in Ireland based on number of
video cable subscribers. Our primary competition for video
customers is from British Sky Broadcasting plc, which provides
DTH services in Ireland. We will also face competition from a
new DTT entrant, Boxer DTT Limited (a joint venture between
Boxer TV-Access AB and Communicorp Group Ltd.). Boxer DTT
Limited has announced plans to launch DTT service in 2009, which
will compete with our analog and MMDS services. In addition, a
public service broadcaster is expected to launch a DTT service
with FTA channels in late 2009. The FTA channels are expected to
include a number of channels currently available to pay
television operators, including UPC Ireland. Such FTA channels,
however, are not expected to be high value channels and will
overlap only a few channels in UPC Irelands digital entry
package.
Hungary. In Hungary, we are the largest cable
television provider based on number of video cable subscribers.
Of the Hungarian households receiving cable television, 34%
receive their cable service from UPC Hungary. In addition, UPC
Hungary provides satellite service, branded UPC Direct, to 26%
of Hungarian DTH households. In providing DTH services, UPC
Hungary competes with three other providers. One of these, Digi
TV, is an aggressive competitor whose services can reach up to
20% of UPC Hungarys DTH service area. Digi TV is targeting
UPC Hungarys analog cable and DTH subscribers with
low-priced video packages. UPC Hungary also faces competition
from Antenna Hungaria Rt., a digital DTT provider
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that entered the market in December 2008, and from the incumbent
telecommunications company Magyar Telekom Rt. (in which Deutshe
Telekom has a majority stake). Magyar Telekom Rt. offers a
DSL-TV
service, including a VoD service to internet subscribers of its
ISP subsidiary, and triple-play packages. Both Digi TV and
Magyar Telekom Rt also provide services over FTTH networks. To
meet such competition, UPC Hungary launched a digital television
platform in the second quarter of 2008, including DVR
functionality and HD services, and will be making further
enhancements in 2009 with the launch of a VoD service. In
addition, UPC Hungary provides discounts through long-term
service arrangements to subscribers in certain parts of its
service area.
Other Central and Eastern Europe. As in Hungary,
Digi TV is also an aggressive DTH competitor in Romania, Czech
Republic and Slovakia. In Romania, competition also comes from
alternative distributors of television signals, including DTH
satellite television providers (five service providers) and DTT
service providers (four service providers). Currently, Czech
Republic has four operators providing either DTH or DTT
services, which makes the market for television subscribers
extremely competitive with price often the deciding factor. In
addition, over half of the Czech Republic can receive DTT
services. In Poland, UPC Poland competes with three DTH service
providers, including the incumbent telecommunications provider
Telekomunikaeja Polska S.A., which launched its DTH service in
2008 and offers a mobile broadband service. Also, competition
from DTT providers is expected to increase significantly in 2009
and FTTH networks are being trialed or expanded. Subscribers in
Central and Eastern Europe tend to be more price sensitive than
in other European markets. To address such sensitivity and meet
competition, our operations in Central and Eastern Europe offer
a variety of bundled service packages and UPC Romania offers
discounts for long-term service arrangements. Also, certain of
our operations provide senior citizen and other social discounts.
Belgium. In Belgium, we are the largest cable television
provider based on number of video cable subscribers. Telenet
provides video cable services to approximately 53% of the total
households in Belgium. Telenets principal competitor is
Belgacom, the incumbent telecommunications operator, which
launched interactive digital television in June 2005 and HD
service as part of its video offer in mid-2008. Belgacom also
offers double-play and triple-play packages. We also face
competition from TV Vlaanderen, which provides digital
television via satellite. As a result of the Interkabel
Acquisition, we have expanded our digital interactive services
and other video cable service on the Telenet PICs Network. See
Operations Europe
Liberty Global Europe Telenet
(Belgium) above. We believe this expansion of
services, together with our extensive cable network, the broad
acceptance of our basic cable television services and our
extensive additional features, such as HD and DVR functionality
and VoD offering, will enhance our competitive position.
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Asia/Pacific. The market for multi-channel
television services in Japan is highly complex with multiple
cable systems, DTH satellite platforms and alternative broadband
service providers. Cable systems in Japan served
21.9 million homes at March 31, 2008. A large
percentage of these homes, however, are served by systems
(referred to as compensation systems) whose service principally
consists of retransmitting free television services to homes
whose reception of such broadcast signals has been blocked.
Higher capacity systems and larger cable systems that offer a
full complement of cable and broadcast channels, of which J:COM
is the largest in terms of subscribers, serving 7.4 million
households as of December 31, 2008. Our current competitors
in the satellite television industry include Japan Broadcasting
Corporation and WOWOW Inc., which offer broadcast satellite
analog and broadcast satellite digital television, and SKY
PerfecTV for communications satellite digital television.
Broadcast companies that do not have their own facilities may
provide broadcasting services over lines owned by other
telecommunications companies.
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In addition, changes in the Copyright Act (which became
effective in January 2007) have made it easier for
alternative distributors using broadband networks to retransmit
terrestrial television signals to the service areas of the
original broadcasting. As a result, our Japanese operations are
facing increasing competition from other broadband providers of
video services. These competitors include fixed line
telecommunications operators, such as NTT, the incumbent
telecommunications operator, and KDDI Corporation (KDDI), each
of whom currently offers video packages over their own FTTH
networks that include popular cable and satellite and, in
certain markets, broadcast channels. KDDI is also the majority
shareholder of the second
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largest MSO in Japan. K-OptiCom Corporation (K-OptiCom), a
subsidiary of a power company in the Kansai region that
distributes its video service over its own FTTH network, and
Opticast, Inc., a SKY PerfecTV affiliate that, in a marketing
alliance with NTT, distributes its video service through
NTTs FTTH network, offer the full complement of popular
video channels, including broadcast. Other competitors such as
Softbank Corporation (Softbank) and Usen Corporation provide
video content, including VoD-type content, through a website
that may be accessed through their own and third-party networks
(both DSL and FTTH). Other cable television companies are not
considered significant competitors in Japan due to the fact that
their franchise areas rarely overlap with ours, and the
investments required to install new cable would not be justified
considering the competition in overlapping franchise areas.
J:COMs share of the multi-channel video market in Japan is
approximately 9.2%.
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The Americas. In Chile, we are the largest
cable television provider based on number of video cable
subscribers. VTR competes primarily with DTH service providers
in Chile, including the incumbent Chilean telecommunications
operator Telefónica, TelSur, Telmex Internacional SAB de CV
(Telmex) and DirecTV Chile. Telefónica offers double-play
and triple-play packages of video, voice and internet. Other
competition comes from video services offered by or over the
networks of fixed line telecommunications operators using DSL or
ADSL technology (such as TelSur in the southern regions). GTD
Manquehue offers triple-play packages over its hybrid fiber
coaxial cable networks in localized areas of Santiago. Telmex is
offering triple-play packages using DTH and, in certain areas of
Santiago, through a hybrid fiber coaxial cable network. Telmex
is also expanding its hybrid fiber coaxial cable network in
certain regional cities of Chile. Telmex is an aggressive
competitor targeting video subscribers, including VTR
subscribers, with low price video packages. VTRs share of
the video market in Chile is 59%, compared to 17% for
Telefónica and 24% for all others. To effectively compete,
VTR is expanding its digital platform to additional
neighborhoods and has launched VoD, DVR and HD services.
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Internet
With respect to broadband internet services and online content,
our businesses face competition in a rapidly evolving
marketplace from incumbent and non-incumbent telecommunications
companies, mobile operators and cable-based ISPs, many of which
have substantial resources. The internet services offered by
these competitors include both traditional
dial-up
internet services, wireline broadband internet services using
DSL or FTTH, and wireless broadband internet services, in a
range of product offerings with varying speeds and pricing, as
well as interactive computer-based services, data and other
non-video services to homes and businesses. As the technology
develops, competition from wireless services using various
advanced technologies may become significant. We are seeing
intense competition in Europe from mobile carriers that offer
mobile data cards allowing a laptop user to access the
carriers broadband wireless data network with varying
speeds and pricing.
We seek to compete on speed and price, including increasing the
maximum speed of our connections and offering varying tiers of
service and varying prices, as well as a bundled product
offering and a range of value added services. In 2008, UPC
Netherlands launched a new bundling strategy, along with (and
including) its UPC Fiber Power internet products with speeds of
up to 120 Mbps to compete with FTTH initiatives. UPC Fiber
Power or similar products based on Euro DOCSIS 3.0 technology
will be launched in most of our other European markets in 2009.
The focus is to launch high-end internet products to safeguard
our high-end customer base and allow us to become more
aggressive at the low and medium-end of the internet market.
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Europe. Across Europe, our key competition in
this product market is from the offering of broadband internet
products using various DSL-based technologies both by the
incumbent phone companies and third parties. The introduction of
cheaper and ever faster broadband offerings is further
increasing the competitive pressure in this market. Broadband
wireless services, however, are taking a foothold in a number of
countries using ultra high speed mobile networks and high-speed
downlink packet access developments.
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In the Netherlands, we face competition from KPN, the largest
broadband internet provider, and operators using the unbundled
local loop. As of September 30, 2008, UPC Netherlands
provided broadband internet services to 12% of the total
broadband internet market (or about 25% of our current footprint
based on internal research).
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In Switzerland, Swisscom is the largest provider of broadband
internet services, with an estimated market share of half of all
broadband internet customers. Cablecom serves 19% of all
broadband internet customers.
UPC Austrias largest competitor with respect to internet
services is the incumbent telecommunications company, Telekom
Austria AG, with approximately 48% of the total broadband
subscribers in Austria. In addition, UPC Austria faces
competition from unbundled local loop access and mobile
broadband operators, which has increased the competition in the
broadband internet market significantly. Competitors in the
Austrian broadband internet market are focusing on the low and
medium priced markets due to a general price decrease in the
Austrian market. To compete, UPC Austria has launched new
bundled offers specifically aimed at these market segments. UPC
Austria uses its triple-play bundling capabilities across all
market segments to encourage customers from other providers to
switch to UPC Austrias services and to reduce churn in the
existing customer base.
Mobile data card providers are gaining market share in Ireland.
The incumbent in Ireland, Telefónica O2 Ireland Limited,
offers a range of mobile internet products at competitive
prices. The trend towards mobile internet is visible throughout
Europe, where market developments in Austria and Ireland (driven
by 3, a brand name of Hutchison 3G Austria GmbH and
Hutchinson 3G Ireland Ltd.) are most significant.
In Hungary, the internet market is growing rapidly. Our primary
competitor is the incumbent telecommunications company, Magyar
Telekom Rt. Strong competition from Digi TV and its triple play
offerings as well as from mobile broadband operators has shifted
the market further towards the lower tiers of service. The sales
mix has changed, such that the existing low-end options have
become more prominent in the market. UPC Hungary provides
broadband internet services to 22% of the total broadband
internet market. In Central and Eastern Europe competition is
focused mostly on mobile broadband because fixed line
penetration is limited. Mobile broadband is an increasing threat
in the Czech Republic and Slovakia. With respect to Romania,
subscribers use local area networks that provide higher access
speeds in the local area. UPC Romania offers local networks with
double the speed available when a subscriber requests internet
services outside the local area. Pricing is also considered when
attracting and retaining internet subscribers.
In Belgium, the internet market continues to grow at a
significant pace. Telenets primary competitor is Belgacom
and other DSL service providers. Belgacom is currently upgrading
its network to enable enhanced internet speeds. To compete,
Telenet offers one of the fastest speeds available to
residential customers. Telenet provides broadband internet
service to 33% of the total broadband internet market in Belgium.
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Asia/Pacific. In Japan, we compete with FTTH
providers, including NTT, Usen Corporation, KDDI and K-OptiCom,
that offer broadband internet service through fiber-optic lines.
Broadband internet using FTTH technology has become more widely
available, and pricing for these services has declined. We also
compete directly with ADSL providers, such as Softbank, that
offer broadband internet to subscribers. ADSL providers often
offer their broadband internet services at a cost lower than
ours; however, we have recently trialed new tiers of broadband
internet services at various speeds with more competitive prices
and anticipate rolling out these new tiers nationwide in 2009.
In 2007, we launched 160 Mbps services based on DOCSIS 3.0
technology that is competitively priced against both FTTH and
ADSL. K-OptiCom has announced plans to launch a 200 Mbps
service, which will compete with J:COMs high-speed
internet service in the Kansai Region. If continued
technological advances or investments by our competitors further
improve the services offered through ADSL or FTTH, or make them
more affordable or more widely available, cable modem internet
may become less attractive to our existing or potential
subscribers. J:COMs share of the high-speed (128 kbps and
greater) broadband internet market in Japan is approximately
5.1%.
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The Americas. In Chile, VTR faces competition
primarily from non-cable-based internet service providers such
as Telefónica, Telmex and Telsur. In 2008, in response to
the availability of mobile data in Chile, VTR more than doubled
its internet speeds for customers as a differentiation strategy.
VTR expects increased pricing and bandwidth pressure from
Telefónica, Telmex and Telsur and more effective
competition from these companies as they bundle their internet
service with other services. VTRs share of the residential
high-speed (300 kbps and greater) broadband internet market in
Chile is 41%, compared to 49% for Telefónica
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and 10% for all others. To effectively compete, VTR is expanding
its two-way coverage and offering attractive bundling with
telephony and digital video service. VTR will also launch
broadband services through WiMax in Santiago during the first
quarter of 2009.
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Telephony
With respect to telephony services, our businesses face
competition from the incumbent telecommunications operator in
each country. These operators have substantially more experience
in providing telephony services, greater resources to devote to
the provision of telephony services and longstanding customer
relationships. In many countries, our businesses also face
competition from other cable telephony providers, wireless
telephony providers, FTTH-based providers or other indirect
access providers. Competition in both the residential and
business telephony markets will increase with certain market
trends and regulatory changes, such as general price
competition, the offering of carrier pre-select services, number
portability, continued deregulation of telephony markets, the
replacement of fixed line with mobile telephony, and the growth
of VoIP services. Carrier pre-select allows the end user to
choose the voice services of operators other than the incumbent
while using the incumbents network. We seek to compete on
pricing as well as product innovation, such as personal call
manager and unified messaging. We also offer varying plans to
meet customer needs and various bundle options.
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Europe. Across Europe our telephony businesses
are generally small compared to the existing business of the
incumbent phone company. The incumbent telephone companies
remain our key competitors but mobile operators and new entrant
VoIP operators offering service across broadband lines are also
important in these markets. Generally, we expect telephony
markets to remain extremely competitive.
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Our telephony strategy in Europe is focused around price
leadership, and we position our services as
unlimited, using our existing product portfolio. Our
portfolio includes a basic telephony product for line rental
(which includes unlimited network calling in some countries,
like Romania), unlimited national off peak calling branded
Freetime and unlimited national 24/7 calling branded
Anytime. In Poland, UPC Poland has offered an
EU-wide telephony product on a trial basis. Such product
provides unlimited international calls within the EU. We are
currently evaluating this trial offer and may extend this EU
telephony product to our other operations.
In the Netherlands, KPN is the dominant telephony provider, but
all of the large MSOs, including UPC Netherlands, as well as
ISPs, offer VoIP services and continue to gain market share from
KPN. In Switzerland, we are the largest VoIP service provider,
but Swisscom is the dominant fixed line telephony service
provider followed by two carriers that offer pre-select services.
In Austria and in Hungary, the incumbent telephone companies
dominate the telephony market. Most of the fixed line
competition to the incumbent telephone operators in these
countries is from entities that provide carrier pre-select
services. We also compete with ISPs that offer VoIP services and
mobile operators. In Austria, we serve our subscribers with
circuit-switched telephony services, VoIP over our cable
network, and DSL technology service over an unbundled loop. In
Hungary, we provide circuit-switched telephony services over our
copper wire telephony network and VoIP telephony services over
our cable network. We continue to gain market share with our
VoIP telephony service offerings in all of our Europe markets.
In Belgium, Belgacom is the dominant telephony provider with an
estimated 82% of the fixed line telephony market in Flanders,
excluding wholesale. To gain market share, we emphasize customer
service and provide innovative plans to meet the needs of our
customers, such as the new Free Phone Europe flat
fee plan offered in the shake-bundles (free off-peak
calls to fixed lines in Belgium and 35 European countries). We
also compete with mobile operators, including Belgacom, in the
provision of telephony service in Belgium.
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Asia/Pacific. In Japan, our principal
competition in our telephony business comes from NTT and KDDI.
We also face increasing competition from new common carriers in
the telephony market, as well as ISPs, such as Softbank, and
FTTH-based providers, including K-OptiCom. Further, Softbank
Telecom Corp. and KDDI each offer low-cost fixed line telephony
services. Many of these carriers offer VoIP telephony services.
Call volume over our fixed line services has generally declined
as mobile phone usage has
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increased. If competition in the telephony market continues to
intensify, we may lose existing or potential subscribers to our
competitors. J:COMs share of the fixed line telephony
market in Japan is approximately 3.1%.
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The Americas. In Chile, VTR faces competition
from the incumbent telecommunications operator, Telefónica,
and other telecommunications operators such as TelSur, GTD
Manquehue and Telmex. Telmex launched a telephony service
through WiMax in March 2007. Telefónica and TelSur have
substantial experience in providing telephony services,
resources to devote to the provision of telephony services and
longstanding customer relationships. Claro Chile S.A.,
Telefonica Moviles Chile S.A. and Entel PCS Telecomunicaciones
S.A. are the primary companies that offer mobile telephony in
Chile. Competition in both the residential and business
telephony markets is increasing as a result of market trends and
regulatory changes affecting general price competition, number
portability, and the growth of VoIP services. Also, mobile
services are expected to be bundled with other services by
competitors, thereby enhancing their competitive position. VTR
offers circuit-switched and VoIP telephony services over its
cable network. Although mobile phone use has increased, call
volume over VTRs fixed line services has continued to
increase because of the unlimited flat fee offers by VTR.
VTRs share of the fixed line telephony market in Chile is
17%, compared to 62% for Telefónica and 21% for all others.
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Programming
Services
The business of providing programming for cable and satellite
television distribution is highly competitive. Our programming
businesses directly compete with other programmers for
distribution on a limited number of channels. Once distribution
is obtained, these programming services compete, to varying
degrees, for viewers and advertisers with other cable and
over-the-air
broadcast television programming services as well as with other
entertainment media, including home video (generally video
rentals), online activities, movies and other forms of news,
information and entertainment.
Employees
As of December 31, 2008, we, including our consolidated
subsidiaries, had an aggregate of approximately
22,300 employees, certain of whom belong to organized
unions and works councils. Certain of our subsidiaries also use
contract and temporary employees, which are not included in this
number, for various projects. We believe that our employee
relations are good.
Financial
Information About Geographic Areas
Financial information related to the geographic areas in which
we do business appears in note 21 to our consolidated
financial statements included in Part II of this report.
Available
Information
All our filings with the Securities and Exchange Commission
(SEC) as well as amendments to such filings are available on our
internet website free of charge generally within 24 hours
after we file such material with the SEC. Our website address is
www.lgi.com. The information on our website is not
incorporated by reference herein.
In addition to the other information contained in this Annual
Report on
Form 10-K,
you should consider the following risk factors in evaluating our
results of operations, financial condition, business and
operations or an investment in our stock.
The risk factors described in this section have been separated
into four groups:
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risks that relate to the competition we face and the technology
used in our business;
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risks that relate to our operating in overseas markets and being
subject to foreign regulation;
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risks that relate to certain financial matters; and
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other risks, including risks that relate to our capitalization
and the obstacles faced by anyone who may seek to acquire us.
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Although we describe below and elsewhere in this Annual Report
on
Form 10-K
the risks we consider to be the most material, there may be
other unknown or unpredictable economic, business, competitive,
regulatory or other factors that also could have material
adverse effects on our results of operations, financial
condition, business or operations in the future. In addition,
past financial performance may not be a reliable indicator of
future performance and historical trends should not be used to
anticipate results or trends in future periods.
If any of the events described below, individually or in
combination, were to occur, our businesses, prospects, financial
condition, results of operations
and/or cash
flows could be materially adversely affected.
Factors
Relating to Competition and Technology
We operate in increasingly competitive markets, and there
is a risk that we will not be able to effectively compete with
other service providers. The markets for
cable television, broadband internet and telephony in many of
the regions in which we operate are highly competitive. In the
provision of video services we face competition from DTT
broadcasters, video provided over satellite platforms, networks
using DSL technology, FTTH networks and, in some countries where
parts of our systems are overbuilt, cable networks, among
others. Our operating businesses are facing increasing
competition from video services provided by or over the networks
of incumbent telecommunications operators and other service
providers. In the provision of telephony and broadband internet
services, we are experiencing increasing competition from the
incumbent telecommunications operators and other service
providers in each country in which we operate. The incumbent
telecommunication operators typically dominate the market for
these services and have the advantage of nationwide networks and
greater resources than we have to devote to the provision of
these services. Many of the incumbent operators are now offering
double-play and triple-play bundles of services. In many
countries, we also compete with other operators using the
unbundled local loop of the incumbent telecommunications
operator to provide these services, other facilities-based
operators and wireless providers. Developments in the DSL
technology used by the incumbent telecommunications operators
and alternative providers have improved the attractiveness of
our competitors products and services and strengthened
their competitive position. Developments in wireless technology,
such as WiMax, may lead to additional competitive challenges.
In some European markets, national and local government agencies
may seek to become involved, either directly or indirectly, in
the establishment of FTTH networks, DTT systems or other
communications systems. We intend to pursue available options to
restrict such involvement or to ensure that such involvement is
on commercially reasonable terms. There can be no assurance,
however, that we will be successful in these pursuits. As a
result, we may face competition from entities not requiring a
normal commercial return on their investments. In addition, we
may face more vigorous competition than would have been the case
if the government was not involved.
The market for programming services is also highly competitive.
Programming businesses compete with other programmers for
distribution on a limited number of channels. Once distribution
is obtained, program offerings must then compete for viewers and
advertisers with other programming services as well as with
other entertainment media, such as home video, online
activities, movies, live events, radio broadcasts and print
media. Technology advances, such as download speeds, VoD,
interactive and mobile broadband services, have increased
audience fragmentation through the number of entertainment and
information delivery choices while at the same time been
beneficial to our programming businesses. Such increased choices
could, however, adversely affect consumer demand for services
and viewing preferences.
We expect the level and intensity of competition to continue to
increase from both existing competitors and new market entrants
as a result of changes in the regulatory framework of the
industries in which we operate, advances in technology, the
influx of new market entrants and strategic alliances and
cooperative relationships among industry participants. Increased
competition has resulted in increased customer churn, reductions
in the rate of customer acquisition and significant price
competition in most of our markets. In combination with
difficult economic environments, these competitive pressures
could adversely impact our ability to increase, or in certain
cases, maintain the revenue, average revenue per unit (ARPU),
RGUs, operating cash flows, operating cash flow margins and
liquidity of our operating segments.
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Changes in technology may limit the competitiveness of and
demand for our services, which may adversely impact our business
and stock value. Technology in the video,
telecommunications and data services industries is changing
rapidly. This significantly influences the demand for the
products and services that are offered by our businesses. The
ability to anticipate changes in technology and consumer tastes
and to develop and introduce new and enhanced products on a
timely basis will affect our ability to continue to grow,
increase our revenue and number of subscribers and remain
competitive. New products, once marketed, may not meet consumer
expectations or demand, can be subject to delays in development
and may fail to operate as intended. A lack of market acceptance
of new products and services which we may offer, or the
development of significant competitive products or services by
others, could have a material adverse impact on our revenue and
operating cash flow.
Our capital expenditures may not generate a positive
return. The video, broadband internet and
telephony businesses in which we operate are capital intensive.
Significant capital expenditures are required to add customers
to our networks, including expenditures for equipment and labor
costs. No assurance can be given that our future upgrades will
generate a positive return or that we will have adequate capital
available to finance such future upgrades. If we are unable to,
or elect not to, pay for costs associated with adding new
customers, expanding or upgrading our networks or making our
other planned or unplanned capital expenditures, our growth
could be limited and our competitive position could be harmed.
If we are unable to obtain attractive programming or
necessary equipment and software on satisfactory terms for our
digital cable services, the demand for our services could be
reduced, thereby lowering revenue and
profitability. We rely on digital programming
suppliers for the bulk of our programming content. We may not be
able to obtain sufficient high-quality programming for our
digital cable services on satisfactory terms or at all in order
to offer compelling digital cable services. This may also limit
our ability to migrate customers from lower tier programming to
higher tier programming, thereby inhibiting our ability to
execute our business plans. Furthermore, we may not be able to
obtain attractive country-specific programming for video
services. In addition, must carry requirements may consume
channel capacity otherwise available for other services. Any or
all of these factors could result in reduced demand for, and
lower revenue and profitability from, our digital video
services. Further, we may not be able to obtain the equipment,
software and services required for our businesses on a timely
basis or on satisfactory terms. We depend on third-party
suppliers and licensors to supply our equipment, software and
certain services. If demand exceeds these suppliers and
licensors capacity or if they experience financial
difficulties, the ability of our businesses to provide some
services may be materially adversely affected, which in turn
could affect our businesses ability to attract and retain
customers. This could then have a negative impact on our
business and financial operations.
Failure in our technology or telecommunications systems
could significantly disrupt our operations, which could reduce
our customer base and result in lost
revenues. Our success depends, in part, on
the continued and uninterrupted performance of our information
technology and network systems as well as our customer service
centers. The hardware supporting a large number of critical
systems for our cable network in a particular country or
geographic region is housed in a relatively small number of
locations. Our systems are vulnerable to damage from a variety
of sources, including telecommunications failures, power loss,
malicious human acts and natural disasters. Moreover, despite
security measures, our servers are potentially vulnerable to
physical or electronic break-ins, computer viruses and similar
disruptive problems. Despite the precautions we have taken,
unanticipated problems affecting our systems could cause
failures in our information technology systems or disruption in
the transmission of signals over our networks. Sustained or
repeated system failures that interrupt our ability to provide
service to our customers or otherwise meet our business
obligations in a timely manner would adversely affect our
reputation and result in a loss of customers and net revenue.
Factors
Relating to Overseas Operations and Foreign Regulation
Our businesses are conducted almost exclusively outside of
the United States, which gives rise to numerous operational
risks. Our businesses operate almost
exclusively in countries outside the United States and are
thereby subject to the following inherent risks:
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difficulties in staffing and managing international operations;
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potentially adverse tax consequences;
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export and import restrictions, custom duties, tariffs and other
trade barriers;
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increases in taxes and governmental fees;
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economic instability and related impacts on foreign currency
exchange rates; and
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changes in foreign and domestic laws and policies that govern
operations of foreign-based companies.
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Operational risks that we experienced in certain countries in
the past and may again experience in the future as we seek to
expand our operations into new countries include disruptions of
services or loss of property or equipment that are critical to
overseas businesses due to expropriation, nationalization, war,
insurrection, terrorism or general social or political unrest.
We are exposed to various foreign currency exchange rate
risks. We are exposed to foreign currency
exchange risk with respect to our debt in situations where our
debt is denominated in a currency other than the functional
currency of the operations whose cash flows support our ability
to repay or refinance such debt. Although we generally seek to
match the denomination of our and our subsidiaries
borrowings with the functional currency of the operations that
are supporting the respective borrowings, market conditions or
other factors may cause us to enter into borrowing arrangements
that are not denominated in the functional currency of the
underlying operations (unmatched debt). In these cases, our
policy is to provide for an economic hedge against foreign
currency exchange rate movements by using cross-currency
interest rate swaps to synthetically convert unmatched debt into
the applicable underlying currency.
In addition to the exposure that results from the mismatch of
our borrowings and underlying functional currencies, we are
exposed to foreign currency risk to the extent that we enter
into transactions denominated in currencies other than our or
our subsidiaries respective functional currencies, such as
investments in debt and equity securities of foreign
subsidiaries, equipment purchases, programming contracts, notes
payable and notes receivable (including intercompany amounts)
that are denominated in a currency other than the applicable
functional currency. Changes in exchange rates with respect to
amounts recorded in our consolidated balance sheets related to
these items will result in unrealized (based upon period-end
exchange rates) or realized foreign currency transaction gains
and losses upon settlement of the transactions. Moreover, to the
extent that our revenue, costs and expenses are denominated in
currencies other than our respective functional currencies, we
will experience fluctuations in our revenue, costs and expenses
solely as a result of changes in foreign currency exchange
rates. In this regard, we expect that during 2009,
(1) approximately 1% to 3% of our revenue,
(2) approximately 5% to 7% of our aggregate operating and
selling, general and administrative (SG&A) expenses
(exclusive of stock-based compensation expense) and
(3) approximately 20% to 23% of our capital expenditures
(including capital lease additions) will be denominated in
non-functional currencies, including amounts denominated in
(a) U.S. dollars in Europe, Chile, Japan and Australia
and (b) euros in Poland, Hungary, Romania and the Czech
Republic. The actual levels of our non-functional currency
transactions may differ from our expectations. Generally, we
will consider hedging these currency risks when the foreign
currency risk arises from agreements with third parties that
involve the future payment or receipt of cash or other monetary
items to the extent that we can reasonably predict the timing
and amount of such payments or receipts. In this regard, we have
entered into foreign currency exchange contracts covering the
forward purchase of the U.S. dollar and the euro and the
forward sale of the euro, the Japanese yen, the Chilean peso and
the Australian dollar to hedge certain of these risks. Although
certain currency risks related to our capital expenditures and
operating and SG&A expenses were not hedged as of
December 31, 2008, we expect to increase our use of hedging
strategies with respect to these risks during 2009. For
additional information concerning our foreign currency exchange
contracts, see note 7 to our consolidated financial
statements.
We also are exposed to unfavorable and potentially volatile
fluctuations of the U.S. dollar (our reporting currency)
against the currencies of our operating subsidiaries and
affiliates when their respective financial statements are
translated into U.S. dollars for inclusion in our
consolidated financial statements. Cumulative translation
adjustments are recorded in accumulated other comprehensive
earnings (loss) as a separate component of stockholders
equity. Any increase (decrease) in the value of the
U.S. dollar against any foreign currency that is the
functional currency of one of our operating subsidiaries or
affiliates will cause us to experience unrealized foreign
currency translation losses (gains) with respect to amounts
already invested in such foreign currencies. As a
I-45
result of foreign currency risk, we may experience a negative
impact on our comprehensive earnings and equity with respect to
our holdings solely as a result of foreign currency translation.
Our primary exposure to foreign currency risk from a foreign
currency translation perspective is to the euro and the Japanese
yen. In addition, we have significant exposure to changes in the
exchange rates for the Swiss franc, the Chilean peso, the
Hungarian forint, the Australian dollar and other local
currencies in Europe. We generally do not hedge against the risk
that we may incur non-cash losses upon the translation of the
financial statements of our subsidiaries and affiliates into
U.S. dollars.
Our businesses are subject to risks of adverse regulation
by foreign governments. Our businesses are
subject to the unique regulatory regimes of the countries in
which they operate. Cable and telecommunications businesses are
subject to licensing or registration eligibility rules and
regulations, which vary by country. The provision of telephony
services requires licensing from, or registration with, the
appropriate regulatory authorities and entrance into
interconnection arrangements with the incumbent phone companies.
It is possible that countries in which we operate may adopt laws
and regulations regarding electronic commerce which could dampen
the growth of the internet services being offered and developed
by these businesses. In a number of countries, our ability to
increase the prices we charge for our cable television service
or make changes to the programming packages we offer is limited
by regulation or conditions imposed by competition authorities
or is subject to review by regulatory authorities. In addition,
regulatory authorities may grant new licenses to third parties,
or market entry may be possible without a license, resulting in
greater competition in territories where our businesses may
already be licensed. More significantly, regulatory authorities
may require us to grant third parties access to our bandwidth,
frequency capacity, facilities or services, as in the
Netherlands. Programming businesses are subject to regulation on
a country by country basis, including programming content
requirements, requirements to make programming available on
non-discriminatory terms, and service quality standards. In some
cases, ownership restrictions may apply to broadband
communications
and/or
programming businesses. Consequently, our businesses must adapt
their ownership and organizational structure as well as their
pricing and service offerings to satisfy the rules and
regulations to which they are subject. A failure to comply with
these rules and regulations could result in penalties,
restrictions on such business or loss of required licenses or
other adverse conditions.
Such adverse conditions could:
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Impair our ability to use our bandwidth in ways that would
generate maximum revenue and operating cash flow
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Create a shortage of capacity on our network, which could limit
the types and variety of services we seek to provide our
customers;
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Strengthen our competitors by granting them access and lowering
their costs to enter into our markets; and
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Have a significant adverse impact on our profitability.
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When we acquire additional communications companies, these
acquisitions may require the approval of governmental
authorities (either at country or European level), which can
block, impose conditions on, or delay an acquisition; thus
hampering our opportunities for growth.
We cannot be certain that we will be successful in
acquiring new businesses or integrating acquired businesses with
our existing operations. Historically, our
businesses have grown, in part, through selective acquisitions
that enabled them to take advantage of existing networks, local
service offerings and region-specific management expertise. We
expect to seek to continue growing our businesses through
acquisitions in selected markets. Our ability to acquire new
businesses may be limited by many factors, including
availability of financing, debt covenants, the prevalence of
complex ownership structures among potential targets, government
regulation and competition from other potential acquirers,
primarily private equity funds. Even if we were successful in
acquiring new businesses, the integration of new businesses may
present significant costs and challenges, including: realizing
economies of scale in interconnection, programming and network
operations; eliminating duplicative overheads; and integrating
personnel, networks, financial systems and operational systems.
We cannot assure you that we will be successful in acquiring new
businesses or realizing the anticipated benefits of any
completed acquisition.
I-46
In addition, we anticipate that most, if not all, companies
acquired by us will be located outside the United States.
Foreign companies may not have disclosure controls and
procedures or internal controls over financial reporting that
are as thorough or effective as those required by
U.S. securities laws. While we intend to conduct
appropriate due diligence and to implement appropriate controls
and procedures as we integrate acquired companies, we may not be
able to certify as to the effectiveness of these companies
disclosure controls and procedures or internal controls over
financial reporting until we have fully integrated them.
We may have to pay U.S. taxes on earnings of certain
of our foreign subsidiaries regardless of whether such earnings
are actually distributed to us, and we may be limited in
claiming foreign tax credits; since substantially all of our
revenue is generated through foreign investments, these tax
risks could have a material adverse impact on our effective
income tax rate, financial condition and
liquidity. Certain foreign corporations in
which we have interests, particularly those in which we have
controlling interests, are considered to be controlled
foreign corporations under U.S. tax law. In general,
our pro rata share of certain income earned by our subsidiaries
that are controlled foreign corporations during a taxable year
when such subsidiaries have positive current or accumulated
earnings and profits will be included in our income when the
income is earned, regardless of whether the income is
distributed to us. This income, typically referred to as
Subpart F income, generally includes, but is not
limited to, such items as interest, dividends, royalties, gains
from the disposition of certain property, certain currency
exchange gains in excess of currency exchange losses, and
certain related party sales and services income. In addition, a
U.S. stockholder of a controlled foreign corporation may be
required to include in income its pro rata share of the
controlled foreign corporations increase in the average
adjusted tax basis of any investment in U.S. property held
by the controlled foreign corporation to the extent the
controlled foreign corporation has positive current or
accumulated earnings and profits (other than Subpart F income).
This is the case even though the U.S. stockholder may not
have received any actual cash distributions from the controlled
foreign corporation. Since we are investors in foreign
corporations, we could have significant amounts of Subpart F
income. Although we intend to take reasonable tax planning
measures to limit our tax exposure, we cannot assure you that we
will be able to do so or that any of such measures will not be
challenged.
In general, a U.S. corporation may claim a foreign tax
credit against its U.S. federal income taxes for foreign
income taxes paid or accrued. A U.S. corporation may also
claim a credit for foreign income taxes paid or accrued on the
earnings of certain foreign corporations paid to the
U.S. corporation as a dividend. Our ability to claim a
foreign tax credit for dividends received from our foreign
subsidiaries is subject to various limitations. Some of our
businesses are located in countries with which the United States
does not have income tax treaties. Because we lack treaty
protection in these countries, we may be subject to high rates
of withholding taxes on distributions and other payments from
our businesses and may be subject to double taxation on our
income. Limitations on our ability to claim a foreign tax
credit, our lack of treaty protection in some countries, and our
inability to offset losses in one foreign jurisdiction against
income earned in another foreign jurisdiction could result in a
high effective U.S. federal income tax rate on our
earnings. Since substantially all of our revenue is generated
abroad, including in jurisdictions that do not have tax treaties
with the United States, these risks are proportionately greater
for us than for companies that generate most of their revenue in
the United States or in jurisdictions that have such treaties.
Factors
Relating to Certain Financial Matters
Difficult economic conditions may reduce subscriber
spending for our video, internet and telephony services and
reduce our rate of growth of subscriber
additions. Most of the countries in which we
operate are experiencing difficult economic conditions. Because
a substantial portion of our revenue is derived from residential
subscribers who may be impacted by these conditions, it may be
(1) more difficult to attract new subscribers,
(2) more likely that certain of our subscribers will
downgrade or disconnect their services and (3) more
difficult to maintain ARPUs at existing levels. Accordingly, our
ability to increase, or in certain cases, maintain the revenue,
ARPU, RGUs, operating cash flow, operating cash flow margins and
liquidity of our operating segments could be adversely affected
to the extent that relevant economic environments remain weak or
decline further. We currently are unable to predict the extent
of any of these potential adverse effects.
Disruptions in the worldwide credit and equity markets
have increased the risk of default by the counterparties to our
financial instruments, undrawn debt facilities and cash
investments and may impact our future financial
position. Disruptions in the credit and
equity markets have impacted the creditworthiness of certain
I-47
financial institutions. Although we seek to manage the credit
risks associated with our financial instruments, cash and cash
equivalents and undrawn debt facilities, we are exposed to an
increased risk that our counterparties may default on their
obligations to us. At December 31, 2008, our exposure to
credit risk included (1) derivative assets with a fair
value of $1,124.1 million (including $616.7 million
due from counterparties for which we had offsetting liability
positions at December 31, 2008), (2) cash and cash
equivalent balances of $1,374.0 million and
(3) aggregate undrawn debt facilities of
$1,084.3 million, including CLP 136.4 billion
($213.6 million) of commitments under the VTR Credit
Facility for which we would be required to set aside an
equivalent amount of cash collateral. Were one or more of our
counterparties to fail or otherwise be unable to meet its
obligations to us, our cash flows, results of operations and
financial condition could be adversely affected. It is not
possible to predict how the recent disruption in the credit and
equity markets and the associated difficult economic conditions
could impact our future financial position. In this regard,
(1) additional financial institution failures could
(a) reduce amounts available under committed credit
facilities and (b) adversely impact our ability to access
cash deposited with any failed financial institution and
(2) sustained or further tightening of the credit markets
could adversely impact our ability to access debt financing on
favorable terms, or at all. In addition, the continuation or
worsening of the weakness in the equity markets could make it
less attractive to use our shares to satisfy contingent or other
obligations, and sustained or increased competition,
particularly in combination with weak economies, could adversely
impact our cash flows and liquidity.
We may not freely access the cash of our operating
companies. Our operations are conducted
through our subsidiaries. Our current sources of corporate
liquidity include (1) our cash and cash equivalents,
(2) interest and dividend income received on our cash and
cash equivalents and investments, and (3) proceeds received
upon the exercise of stock options. From time to time, we also
receive distributions, loans or loan repayments from our
subsidiaries or affiliates and proceeds upon the disposition of
investments and other assets. The ability of our operating
subsidiaries to pay dividends or to make other payments or
advances to us depends on their individual operating results and
any statutory, regulatory or contractual restrictions to which
they may be or may become subject and in some cases our receipt
of such payments or advances may be subject to onerous tax
consequences. Most of our operating subsidiaries are subject to
credit agreements or indentures that restrict sales of assets
and prohibit or limit the payment of dividends or the making of
distributions, loans or advances to stockholders and partners,
including us. In addition, because these subsidiaries are
separate and distinct legal entities they have no obligation to
provide us funds for payment obligations, whether by dividends,
distributions, loans or other payments. With respect to those
companies in which we have less than a majority voting interest,
we do not have sufficient voting control to cause those
companies to pay dividends or make other payments or advances to
any of their partners or stockholders, including us.
Certain of our subsidiaries are subject to various debt
instruments that contain restrictions on how we finance our
operations and operate our businesses, which could impede our
ability to engage in beneficial
transactions. Certain of our subsidiaries are
subject to significant financial and operating restrictions
contained in outstanding credit agreements, indentures and
similar instruments of indebtedness. These restrictions will
affect, and in some cases significantly limit or prohibit, among
other things, the ability of those subsidiaries to:
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incur or guarantee additional indebtedness;
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pay dividends or make other upstream distributions;
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make investments;
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transfer, sell or dispose of certain assets, including
subsidiary stock;
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merge or consolidate with other entities;
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engage in transactions with us or other affiliates; or
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create liens on their assets.
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As a result of restrictions contained in these credit
facilities, the companies party thereto, and their subsidiaries,
could be unable to obtain additional capital in the future to:
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fund capital expenditures or acquisitions that could improve
their value;
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I-48
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meet their loan and capital commitments to their business
affiliates;
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invest in companies in which they would otherwise invest;
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fund any operating losses or future development of their
business affiliates;
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obtain lower borrowing costs that are available from secured
lenders or engage in advantageous transactions that monetize
their assets; or
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conduct other necessary or prudent corporate activities.
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In addition, most of the credit agreements to which these
subsidiaries are parties include financial covenants that
require them to maintain certain financial ratios, including
ratios of total debt to operating cash flow and operating cash
flow to interest expense. Their ability to meet these financial
covenants may be affected by adverse economic, competitive or
regulatory developments and other events beyond their control,
and we cannot assure you that these financial covenants will be
met. In the event of a default under such subsidiaries
credit agreements or indentures, the lenders may accelerate the
maturity of the indebtedness under those agreements or
indentures, which could result in a default under other
outstanding credit facilities. We cannot assure you that any of
these subsidiaries will have sufficient assets to pay
indebtedness outstanding under their credit agreements and
indentures. Any refinancing of this indebtedness is likely to
contain similar restrictive covenants.
We are exposed to interest rate risks. Shifts in such
rates may adversely affect the debt service obligation of our
subsidiaries. We are exposed to the risk of
fluctuations in interest rates, primarily through the credit
facilities of certain of our subsidiaries, which are indexed to
EURIBOR, LIBOR, TIBOR or other base rates. Although we enter
into various derivative transactions to manage exposure to
movements in interest rates, there can be no assurance that we
will be able to continue to do so at a reasonable cost.
Our substantial leverage could limit our ability to obtain
additional financing and have other adverse
effects. We seek to maintain our debt at
levels that provide for attractive equity returns without
assuming undue risk. In this regard, we strive to cause our
operating subsidiaries to maintain their debt at levels that
result in a consolidated debt balance that is between four and
five times our consolidated operating cash flow (as defined in
note 21 to our consolidated financial statements included
in Part II of this report). At December 31, 2008, our
total consolidated outstanding debt and capital lease
obligations were $20.5 billion, of which
$513.0 million is due over the next 12 months. We
believe that we have sufficient resources to repay or refinance
the current portion of our debt and capital lease obligations
and to fund our foreseeable liquidity requirements during the
next 12 months. However, as our debt maturities grow in
later years, we anticipate that we will seek to refinance or
otherwise extend our debt maturities. No assurance can be given
that we would be able to refinance or otherwise extend our debt
maturities in light of current market conditions. In this
regard, it is not possible to predict how the recent disruption
in the credit and equity markets and the associated difficult
economic conditions could impact our future financial position.
Our ability to service or refinance our debt and to maintain
compliance with our leverage covenants is dependent primarily on
our ability to maintain or increase our cash provided by
operations and to achieve adequate returns on our capital
expenditures and acquisitions. Accordingly, if our cash provided
by operations declines or we encounter other material liquidity
requirements, we may be required to seek additional debt or
equity financing in order to meet our debt obligations and other
liquidity requirements as they come due. In addition, our
current debt levels may limit our ability to incur additional
debt financing to fund working capital needs, acquisitions,
capital expenditures, or other general corporate requirements.
We can give no assurance that any additional debt or equity
financing will be available on terms that are as favorable as
the terms of our existing debt or at all, particularly in light
of current market conditions. During 2008, we purchased
$2,217.1 million of LGI Series A and Series C
common stock. Any cash used by our company in connection with
any future purchases of our common stock would not be available
for other purposes, including the repayment of debt.
We are subject to increasing operating costs and inflation
risks which may adversely affect our
earnings. While our operations attempt to
increase our subscription rates to offset increases in operating
costs, there is no assurance that they will be able to do so.
Therefore, operating costs may rise faster than associated
revenue, resulting in a material negative impact on our cash
flow and net earnings (loss). We are also impacted by
inflationary increases in salaries, wages, benefits and other
administrative costs in certain of our markets.
I-49
The liquidity and value of our interests in our
subsidiaries may be adversely affected by stockholder agreements
and similar agreements to which we are a
party. We own equity interests in a variety
of international broadband communications and video programming
businesses. Certain of these equity interests are held pursuant
to stockholder agreements, partnership agreements and other
instruments and agreements that contain provisions that affect
the liquidity, and therefore the realizable value, of those
interests. Most of these agreements subject the transfer of such
equity interests to consent rights or rights of first refusal of
the other stockholders or partners. In certain cases, a change
in control of the company or the subsidiary holding the equity
interest will give rise to rights or remedies exercisable by
other stockholders or partners. Some of our subsidiaries are
parties to loan agreements that restrict changes in ownership of
the borrower without the consent of the lenders. All of these
provisions will restrict the ability to sell those equity
interests and may adversely affect the prices at which those
interests may be sold.
We may not report net earnings. We
reported losses from continuing operations of
$788.9 million, $422.6 million and $334.0 million
during 2008, 2007 and 2006, respectively. In light of our
historical financial performance, we cannot assure you that we
will report net earnings in the near future or at all.
Other
Factors
The loss of certain key personnel could harm our
business. We have experienced employees at
both the corporate and operational levels who possess
substantial knowledge of our business and operations. We cannot
assure you that we will be successful in retaining their
services or that we would be successful in hiring and training
suitable replacements without undue costs or delays. As a
result, the loss of any of these key employees could cause
significant disruptions in our business operations, which could
materially adversely affect our results of operations.
John C. Malone has significant voting power with respect
to corporate matters considered by our
stockholders. John C. Malone beneficially
owns outstanding shares of our common stock representing 31.8%
of our aggregate voting power as of February 16, 2008.
Including stock options held by Mr. Malone, the voting
power of the shares beneficially owned by him was 37.4% at that
date. By virtue of Mr. Malones voting power in our
company, as well as his position as our Chairman of the Board,
Mr. Malone may have significant influence over the outcome
of any corporate transaction or other matters submitted to our
stockholders for approval. Mr. Malones rights to vote
or dispose of his equity interests in our company are not
subject to any restrictions in favor of us other than as may be
required by applicable law and except for customary transfer
restrictions pursuant to equity award agreements.
It may be difficult for a third-party to acquire us, even
if doing so may be beneficial to our
stockholders. Certain provisions of our
restated certificate of incorporation and bylaws may discourage,
delay or prevent a change in control of our company that a
stockholder may consider favorable. These provisions include the
following:
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authorizing a capital structure with multiple series of common
stock: a Series B that entitles the holders to 10 votes per
share; a Series A that entitles the holders to one vote per
share; and a Series C that, except as otherwise required by
applicable law, entitles the holder to no voting rights;
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authorizing the issuance of blank check preferred
stock, which could be issued by our board of directors to
increase the number of outstanding shares and thwart a takeover
attempt;
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classifying our board of directors with staggered three-year
terms, which may lengthen the time required to gain control of
our board of directors;
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limiting who may call special meetings of stockholders;
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prohibiting stockholder action by written consent, thereby
requiring all stockholder actions to be taken at a meeting of
the stockholders;
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establishing advance notice requirements for nominations of
candidates for election to our board of directors or for
proposing matters that can be acted upon by stockholders at
stockholder meetings;
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I-50
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requiring stockholder approval by holders of at least 80% of the
voting power of our outstanding common stock or the approval by
at least 75% of our board of directors with respect to certain
extraordinary matters, such as a merger or consolidation of our
company, a sale of all or substantially all of our assets or an
amendment to our restated certificate of incorporation or
bylaws; and
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the existence of authorized and unissued stock, which would
allow our board of directors to issue shares to persons friendly
to current management, thereby protecting the continuity of our
management, or which could be used to dilute the stock ownership
of persons seeking to obtain control of our company.
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Our incentive plan may also discourage, delay or prevent a
change in control of our company even if such change of control
would be in the best interests of our stockholders.
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Item 1.B.
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UNRESOLVED
STAFF COMMENTS
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None.
During 2008, we leased our executive offices in Englewood,
Colorado. All of our other real or personal property is owned or
leased by our subsidiaries and affiliates.
Our subsidiaries and affiliates own or lease the fixed assets
necessary for the operation of their respective businesses,
including office space, transponder space, headend facilities,
rights of way, cable television and telecommunications
distribution equipment, telecommunications switches and customer
premises equipment and other property necessary for their
operations. The physical components of their broadband networks
require maintenance and periodic upgrades to support the new
services and products they introduce. Our management believes
that our current facilities are suitable and adequate for our
business operations for the foreseeable future.
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Item 3.
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LEGAL
PROCEEDINGS
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From time to time, our subsidiaries and affiliates have become
involved in litigation relating to claims arising out of their
operations in the normal course of business. The following is a
description of legal proceedings to which certain of our
subsidiaries are parties outside the normal course of business
that were material at the time originally reported.
Cignal. On April 26, 2002, Liberty Global
Europe received a notice that certain former shareholders of
Cignal Global Communications (Cignal) filed a lawsuit (the 2002
Cignal Action) against Liberty Global Europe in the District
Court in Amsterdam, the Netherlands, claiming damages for
Liberty Global Europes alleged failure to honor certain
option rights that were granted to those shareholders pursuant
to a Shareholders Agreement entered into in connection with the
acquisition of Cignal by Liberty Global Europes
subsidiary, Priority Telecom NV (Priority Telecom). The
Shareholders Agreement provided that in the absence of an
initial public offering (IPO), as defined in the Shareholders
Agreement, of shares of Priority Telecom by October 1,
2001, the Cignal shareholders would be entitled until
October 30, 2001, to exchange their Priority Telecom shares
into shares of Liberty Global Europe, with a cash equivalent
value of $200 million in the aggregate, or cash at Liberty
Global Europes discretion. Liberty Global Europe believes
that it complied in full with its obligations to the Cignal
shareholders through the successful completion of the IPO of
Priority Telecom on September 27, 2001, and accordingly,
the option rights were not exercisable.
On May 4, 2005, the District Court rendered its decision in
the 2002 Cignal Action dismissing all claims of the former
Cignal shareholders. On August 2, 2005, an appeal against
the District Court decision was filed. Subsequently, when the
grounds of appeal were filed in November 2005, nine individual
plaintiffs, rather than all former Cignal shareholders,
continued to pursue their claims. Based on the share ownership
information provided by the nine plaintiffs, the damage claims
remaining subject to the 2002 Cignal Action are approximately
$28 million in the aggregate before statutory interest. A
hearing on the appeal was held on May 22, 2007. On
September 13, 2007, the Court of Appeals rendered its
decision that no IPO within the meaning of the Shareholders
Agreement had been realized and accordingly the plaintiffs
should have been allowed to exercise their option rights. In the
same decision, the Court of Appeals directed the plaintiffs to
present more detailed calculations and substantiation of the
damages
I-51
they claimed to have suffered as a result of Liberty Global
Europes nonperformance with respect to their option
rights, and stated that Liberty Global Europe will be allowed to
respond to the calculations submitted by the plaintiffs by
separate statement. The Court of Appeals gave the parties leave
to appeal to the Dutch Supreme Court and deferred all further
decisions and actions, including the calculation and
substantiation of the damages, pending such appeal. Liberty
Global Europe filed the appeal with the Dutch Supreme Court on
December 13, 2007. On February 15, 2008, the
plaintiffs filed a conditional appeal with the Dutch Supreme
Court, challenging certain aspects of the Court of Appeals
decision in the event that Liberty Global Europes appeal
is not dismissed by the Dutch Supreme Court.
On June 13, 2006, Liberty Global Europe, Priority Telecom,
Euronext NV and Euronext Amsterdam NV were each served with a
summons for a new action (the 2006 Cignal Action) purportedly on
behalf of all former Cignal shareholders and provisionally for
the nine plaintiffs in the 2002 Cignal Action. The 2006 Cignal
Action claims, among other things, that the listing of Priority
Telecom on Euronext Amsterdam NV in September 2001 did not meet
the requirements of the applicable listing rules and,
accordingly, the IPO was not valid and did not satisfy Liberty
Global Europes obligations to the Cignal shareholders.
Aggregate claims of $200 million, plus statutory interest,
are asserted in this action, which amount includes the amount
provisionally claimed by the nine plaintiffs in the 2002 Cignal
Action. A hearing in the 2006 Cignal Action took place on
October 9, 2007, following which, on December 19,
2007, the District Court rendered its decision dismissing the
plaintiffs claims against Liberty Global Europe and the
other defendants. The plaintiffs filed an appeal to the Court of
Appeals against the District Courts decision on
March 12, 2008. Oral pleadings in this appeal have been
scheduled for April 17, 2009.
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Item 4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
I-52
PART II
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Item 5.
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MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
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General
The capitalized terms used in PART II of this Annual Report
on
Form 10-K
have been defined in the notes to our consolidated financial
statements. In the following text, the terms, we,
our, our company and us may
refer, as the context requires, to LGI or collectively to LGI
and its predecessors and subsidiaries.
Market
Information
We have three series of common stock, LGI Series A, LGI
Series B and LGI Series C, which trade on the NASDAQ
Global Select Market under the symbols LBTYA,
LBTYB and LBTYK, respectively. The
following table sets forth the range of high and low sales
prices of shares of LGI Series A, Series B and
Series C common stock for the periods indicated:
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Series A
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Series B
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Series C
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High
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Low
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High
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Low
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High
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Low
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Year ended December 31, 2008
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First quarter
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$
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41.37
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$
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33.38
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$
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40.80
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$
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34.39
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$
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38.52
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$
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31.70
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Second quarter
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$
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37.08
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$
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30.84
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$
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35.57
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$
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31.38
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$
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34.75
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$
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29.63
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Third quarter
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$
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36.16
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$
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26.76
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$
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36.74
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$
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26.85
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$
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34.19
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$
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25.65
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Fourth quarter
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$
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30.18
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$
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9.89
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$
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29.57
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$
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10.71
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$
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28.39
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$
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10.02
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Year ended December 31, 2007
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First quarter
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$
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33.23
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$
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28.38
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$
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33.75
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$
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28.88
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$
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30.79
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$
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26.90
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Second quarter
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$
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41.27
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$
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32.79
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$
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41.17
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$
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33.15
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$
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39.60
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$
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30.06
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Third quarter
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$
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45.00
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$
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38.22
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$
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45.00
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$
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38.50
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$
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42.74
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$
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36.39
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Fourth quarter
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$
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42.86
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$
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34.91
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$
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45.05
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$
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35.14
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$
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39.89
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$
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33.25
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Holders
As of February 16, 2009, there were 2,478, 133 and 2,529
record holders of LGI Series A, Series B and
Series C common stock, respectively (which amounts do not
include the number of shareholders whose shares are held of
record by banks, brokerage houses or other institutions, but
include each such institution as one record holder).
Dividends
We have not paid any cash dividends on LGI Series A,
Series B and Series C common stock, and we have no
present intention of so doing. Payment of cash dividends, if
any, in the future will be determined by our Board of Directors
in light of our earnings, financial condition and other relevant
considerations including applicable Delaware law. There are
currently no contractual restrictions on our ability to pay
dividends in cash or stock, although credit facilities to which
certain of our subsidiaries are parties would restrict our
ability to access their cash for, among other things, our
payment of cash dividends.
Recent
Sales of Unregistered Securities; Use of Proceeds from
Registered Securities
None.
II-1
Issuer
Purchase of Equity Securities
The following table sets forth information concerning our
companys purchase of its own equity securities during the
three months ended December 31, 2008:
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Approximate
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dollar value
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of shares that
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may yet be
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Total number of shares
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purchased
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purchased as part of
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under the
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Total number of
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Average price
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publicly announced
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plans or
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Period
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shares purchased
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paid per share (a)
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plans or programs
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programs
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October 1, 2008 through
October 31, 2008
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Series A:
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541,800
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Series A:
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$
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22.74
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Series A:
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541,800
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Series C:
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5,135,600
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Series C:
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$
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21.31
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Series C:
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5,135,600
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$
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(b
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November 1, 2008 through November 30, 2008
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Series A:
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4,750,700
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Series A:
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$
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13.83
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Series A:
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4,750,700
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Series C:
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Series C:
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$
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Series C:
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$
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(b
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December 1, 2008 through December 31, 2008
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Series A:
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3,635,900
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Series A:
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$
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12.91
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Series A:
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3,635,900
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Series C:
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3,386,300
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Series C:
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$
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12.92
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Series C:
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3,386,300
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$
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(b
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Total October 1, 2008 through December 31,
2008
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Series A:
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8,928,400
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Series A:
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$
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14.00
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Series A:
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8,928,400
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Series C:
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8,521,900
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Series C:
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$
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17.98
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Series C:
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8,521,900
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$
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(b
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(a) |
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Average price paid per share includes direct acquisition costs
where applicable. |
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(b) |
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During 2008, 2007 and 2006, our board of directors approved
various stock repurchase programs. At December 31, 2008,
the remaining amount authorized under our current stock
repurchase plan was $94.8 million. Subsequent to
December 31, 2008, we acquired 6,216,300 shares of our
LGI Series C common stock at a weighted average price of
$15.11, for an aggregate purchase price of $93.9 million,
including direct acquisition costs. As of February 23,
2009, the remaining authorized amount under our current stock
repurchase plan was $1.0 million. |
In addition to the shares listed in the table above,
31,004 shares of LGI Series A common stock and
30,998 shares of LGI Series C common stock were
surrendered during the fourth quarter of 2008 by certain of our
officers and employees to pay withholding taxes and other
deductions in connection with the release of restrictions on
restricted stock.
II-2
Stock
Performance Graph
The following graph compares the percentage change from
June 8, 2004, the date on which regular way trading in our
common stock began, to December 31, 2008, in the cumulative
total stockholder return (assuming reinvestment of dividends) on
LGI Series A common stock, LGI Series B common stock,
LGI Series C common stock, the NASDAQ Composite Index and
the NASDAQ Telecommunications Index. The graph assumes that $100
was invested on June 8, 2004. The stock prices of our
common stock on June 8, 2004 have been adjusted to give
effect to our July 26, 2004 rights offering and our
September 6, 2005 Series C dividend.
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6/8/2004
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12/31/2004
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12/31/2005
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12/31/2006
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12/31/2007
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12/31/2008
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LGI Series A
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$
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100.00
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$
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130.49
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$
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123.63
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$
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160.16
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$
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215.33
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$
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87.47
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LGI Series B
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$
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100.00
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$
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128.02
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$
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113.31
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$
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146.31
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$
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195.31
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$
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78.86
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LGI Series C
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$
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100.00
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$
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129.23
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$
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119.64
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$
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158.01
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$
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206.49
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$
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85.67
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Nasdaq Telecommunications Index
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$
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100.00
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$
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115.52
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$
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109.78
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$
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144.36
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$
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128.40
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$
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73.79
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Nasdaq Composite Index
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$
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100.00
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$
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107.71
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$
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110.01
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$
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120.85
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$
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131.06
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$
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63.15
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II-3
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Item 6.
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SELECTED
FINANCIAL DATA
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The following tables present selected historical financial
information of (i) certain international cable television
and programming subsidiaries and assets of LGI
Internationals predecessor for periods prior to the
June 7, 2004 spin-off transaction, whereby LGI
Internationals common stock was distributed on a pro rata
basis to Liberty Medias stockholders as a dividend, and
(ii) LGI (as the successor to LGI International) and its
consolidated subsidiaries for periods following such date. The
following selected financial data was derived from the audited
consolidated financial statements of LGI and its predecessors as
of and for the years ended December 31, 2008, 2007, 2006,
2005 and 2004. This information is only a summary, and should be
read together with our consolidated financial statements
included elsewhere herein.
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December 31,
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2008 (a)
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2007 (a)
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2006 (a)
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2005 (a)
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2004
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in millions
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Summary Balance Sheet Data:
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Property and equipment, net
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$
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12,035.4
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$
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10,608.5
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$
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8,136.9
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$
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7,991.3
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$
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4,303.1
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Intangible assets (including goodwill), net
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$
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15,773.4
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$
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15,315.4
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$
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11,698.0
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$
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10,839.9
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$
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3,280.6
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Total assets
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$
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33,986.1
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$
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32,618.6
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$
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25,569.3
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$
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23,378.5
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$
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13,702.4
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Debt and capital lease obligations, including current portion
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$
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20,502.9
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$
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18,353.4
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$
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12,230.1
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$
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10,115.0
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$
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4,992.7
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Stockholders equity
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$
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3,393.0
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$
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5,836.1
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$
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7,247.1
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$
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7,816.4
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$
|
5,237.1
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Year ended December 31,
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2008 (a)
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2007 (a)
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2006 (a)
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2005 (a)
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2004
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in millions, except per share amounts
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Summary Statement of Operations Data:
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Revenue
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$
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10,561.1
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$
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9,003.3
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$
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6,483.9
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$
|
4,517.3
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$
|
2,112.8
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Operating income (loss)
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$
|
1,363.4
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$
|
666.8
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$
|
352.3
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$
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250.1
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$
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(275.8
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)
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Earnings (loss) from continuing operations
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$
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(788.9
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)
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$
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(422.6
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)
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$
|
(334.0
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)
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$
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(59.6
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$
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7.0
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Basic and diluted earnings (loss) from continuing operations per
share Series A, Series B and Series C
common stock (pro forma for spin-off in 2004)
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$
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(2.50
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)
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$
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(1.11
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)
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$
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(0.76
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)
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$
|
(0.14
|
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$
|
0.02
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(a) |
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Prior to 2005, we accounted for our interest in Super
Media/J:COM using the equity method. As a result of a change in
the corporate governance of Super Media that occurred on
February 18, 2005, we began accounting for Super
Media/J:COM as consolidated subsidiaries effective
January 1, 2005. In addition, on June 15, 2005, we
completed the LGI Combination whereby LGI acquired all of the
capital stock of UGC that LGI International did not already own
and LGI International and UGC each became wholly-owned
subsidiaries of LGI. Prior to 2007, we accounted for our
interest in Telenet using the equity method. Effective
January 1, 2007, we began accounting for Telenet as a
consolidated subsidiary. We also completed a number of other
acquisitions during 2008, 2007, 2006 and 2005. For information
concerning our acquisitions during the past three years, see
note 4 to our consolidated financial statements. |
II-4
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Item 7.
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MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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The following discussion and analysis is intended to assist in
providing an understanding of our financial condition, changes
in financial condition and results of operations and should be
read in conjunction with our consolidated financial statements.
This discussion is organized as follows:
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Overview. This section provides a general
description of our business and recent events.
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Results of Operations. This section provides
an analysis of our results of operations for the years ended
December 31, 2008, 2007 and 2006.
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Liquidity and Capital Resources. This section
provides an analysis of our corporate and subsidiary liquidity,
consolidated cash flow statements, off balance sheet
arrangements and contractual commitments.
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Critical Accounting Policies, Judgments and
Estimates. This section discusses those material
accounting policies that contain uncertainties and require
significant judgment in their application.
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Quantitative and Qualitative Disclosures about Market
Risk. This section provides discussion and
analysis of the foreign currency, interest rate and other market
risk that our company faces.
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Unless otherwise indicated, convenience translations into
U.S. dollars are calculated as of December 31, 2008.
Overview
We are an international provider of video, voice and broadband
internet services with consolidated broadband communications
and/or DTH
satellite operations at December 31, 2008 in 15 countries,
primarily in Europe, Japan and Chile. Through our indirect
wholly-owned subsidiary UPC Holding, we provide video, voice and
broadband internet services in 10 European countries and in
Chile. The European broadband communications operations of UPC
Broadband Holding, a subsidiary of UPC Holding, are collectively
referred to as the UPC Broadband Division. UPC Broadband
Holdings broadband communications operations in Chile are
provided through VTR. Through our indirect majority ownership
interest in Telenet (50.6% at December 31, 2008), we
provide broadband communications services in Belgium. Through
our indirect controlling ownership interest in J:COM (37.8% at
December 31, 2008), we provide broadband communications
services in Japan. Through our indirect majority ownership
interest in Austar (54.0% at December 31, 2008), we provide
DTH satellite services in Australia. We also have
(i) consolidated broadband communications operations in
Puerto Rico and (ii) consolidated interests in certain
programming businesses in Europe, Japan (through J:COM) and
Argentina. Our consolidated programming interests in Europe are
primarily held through Chellomedia, which owns or manages
investments in various businesses, primarily in Europe. Certain
of Chellomedias subsidiaries and affiliates provide
programming services to certain of our broadband communications
operations, primarily in Europe.
As further described in note 4 to our consolidated
financial statements, we have completed a number of transactions
that impact the comparability of our 2008, 2007 and 2006 results
of operations. Certain of the more significant of these
transactions are listed below:
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(i)
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Telenets completion of the Interkabel Acquisition on
October 1, 2008;
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(ii)
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the acquisition of JTV Thematics, the thematics channel business
of SC Media, through the September 1, 2007 merger of JTV
Thematics with J:COM;
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(iii)
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the consolidation of Telenet effective January 1, 2007 for
financial reporting purposes;
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(iv)
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J:COMs acquisition of a controlling interest in Cable
West, a broadband communications provider in Japan, on
September 28, 2006; and
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(v)
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the consolidation of Karneval, a broadband communications
provider in the Czech Republic, effective September 18,
2006.
|
In addition to the transactions listed above, J:COM acquired
Mediatti on December 25, 2008 and we completed a number of
less significant acquisitions in Europe and Japan during 2008,
2007 and 2006.
II-5
As further discussed in note 5 to our consolidated
financial statements, our consolidated financial statements have
been reclassified to present UPC Norway, UPC Sweden, UPC France
and PT Norway as discontinued operations. Accordingly, in the
following discussion and analysis, the operating statistics,
results of operations and cash flows that we present and discuss
are those of our continuing operations.
From a strategic perspective, we are seeking to build broadband
communications and video programming businesses that have strong
prospects for future growth in revenue and operating cash flow
(as defined in note 21 to our consolidated financial
statements). As discussed further under Liquidity and Capital
Resources Capitalization below, we also seek to
maintain our debt at levels that provide for attractive equity
returns without assuming undue risk.
From an operational perspective, we focus on achieving organic
revenue and customer growth in our broadband communications
operations by developing and marketing bundled entertainment and
information and communications services, and extending and
upgrading the quality of our networks where appropriate. As we
use the term, organic growth excludes foreign currency
translation effects and acquisitions. While we seek to obtain
new customers, we also seek to maximize the average revenue we
receive from each household by increasing the penetration of our
digital cable, broadband internet and telephony services with
existing customers through product bundling and upselling, or by
migrating analog cable customers to digital cable services that
include various incremental service offerings, such as
video-on-demand,
digital video recorders and high definition programming. We plan
to continue to employ this strategy to achieve organic revenue
and customer growth.
Through our subsidiaries and affiliates, we are the largest
international broadband communications operator in terms of
subscribers. At December 31, 2008, our consolidated
subsidiaries owned and operated networks that passed 34,275,100
homes and served 26,453,800 revenue generating units (RGUs),
consisting of 15,608,200 video subscribers, 6,201,300 broadband
internet subscribers and 4,644,300 telephony subscribers.
Including the effects of acquisitions, we added a total of
2,419,100 RGUs during 2008. Excluding the effects of
acquisitions (RGUs added on the acquisition date), but including
post-acquisition RGU additions, we added 1,048,300 RGUs during
2008, as compared to 1,445,800 RGUs that were added on an
organic basis during 2007. Our organic RGU growth during 2008 is
attributable to the growth of our digital telephony services,
which added 654,700 RGUs and our broadband internet services,
which added 628,700 RGUs. We experienced a net organic decline
of 235,100 video RGUs during 2008, as decreases in our analog
cable RGUs of 1,730,300 and our multi-channel multi-point
(microwave) distribution system (MMDS) video RGUs of 20,300 were
not fully offset by increases in our digital cable RGUs of
1,405,300 and our DTH video RGUs of 110,200.
We are experiencing significant competition in all of our
broadband communications markets, particularly in the
Netherlands, Austria, Romania, Hungary, the Czech Republic and
other parts of Europe. This significant competition has
contributed to:
|
|
|
|
(i)
|
a decline in the organic growth rate for our consolidated
revenue from 9.3% during 2007 to 5.7% during 2008, each as
compared to the corresponding prior year period;
|
|
|
(ii)
|
a decrease in the number of our consolidated net organic RGU
additions during 2008, as compared to 2007;
|
|
|
(iii)
|
a slight organic decline in RGUs in Ireland during 2008;
|
|
|
(iv)
|
slight organic declines in RGUs in Romania and Switzerland
during the three months ended December 31, 2008;
|
|
|
(v)
|
organic declines in revenue in Austria and Romania during 2008,
as compared to 2007;
|
|
|
(vi)
|
organic declines in revenue in Austria and Romania during the
fourth quarter of 2008, as compared to the third quarter of 2008;
|
|
|
(vii)
|
organic declines in the average monthly subscription revenue
earned per average RGU (ARPU) in Austria, Hungary, the Czech
Republic, Romania and Slovenia during 2008, as compared to 2007;
|
II-6
|
|
|
|
(viii)
|
declines in subscriber retention rates in most of our European
markets during 2008, as compared to 2007; and
|
|
|
(ix)
|
the impairment of a portion of the goodwill assigned to our
Romanian operations, as further described in note 9 to our
consolidated financial statements.
|
In general, our ability to increase or maintain the fees we
receive for our services is limited by competitive, and to a
lesser degree, regulatory factors. In this regard, many of our
broadband communications markets experienced declines in ARPU
from internet and telephony services during 2008, as compared to
2007. These declines were mitigated somewhat by the impact of
increased digital cable RGUs and other improvements in our RGU
mix and the implementation of rate increases for analog cable
and, to a lesser extent, other product offerings in certain
markets.
We believe that we will continue to be challenged to maintain or
improve recent historical organic revenue and RGU growth rates
in future periods as we expect that competition will continue to
grow and that the markets for certain of our service offerings
will continue to mature. Although we actively monitor and
respond to competition in each of our markets, no assurance can
be given that our efforts to improve our competitive position
will be successful, and accordingly, that we will be able to
reverse negative trends such as those described above. For
additional information concerning the significant revenue trends
of our reportable segments, see Discussion and Analysis of
our Reportable Segments below.
Due largely to the recent disruption in the worldwide credit and
equity markets, we are facing difficult economic environments in
most of the countries in which we operate. These economic
environments could make it (i) more difficult to attract
new subscribers, (ii) more likely that certain of our
subscribers will downgrade or disconnect their services and
(iii) more difficult to maintain ARPUs at existing levels.
Accordingly, our ability to increase, or in certain cases,
maintain the revenue, RGUs, operating cash flow and liquidity of
our operating segments could be adversely affected to the extent
that relevant economic environments remain weak or decline
further. We currently are unable to predict the extent of any of
these potential adverse effects.
During 2008, we were able to control our operating and SG&A
expenses such that we experienced expansion in the operating
cash flow margins (operating cash flow divided by revenue) of
each of our reportable segments, as compared to the operating
cash flow margins we achieved during the corresponding 2007
period. In light of the significant cost reductions and
efficiencies that have already been achieved by our operating
segments and the competitive and economic factors mentioned
above, we expect (i) the pace of our operating cash flow
margin expansion to slow in 2009, as compared to 2008, and
(ii) the operating cash flows of most of our reportable
segments to grow at lower organic rates in 2009, as compared to
2008. No assurance can be given that we will be able to maintain
or continue to expand the operating cash flow margins of our
operating segments. For additional information, see the
discussion of the operating and SG&A expenses and the
operating cash flow margins of our reportable segments under
Discussion and Analysis of our Reportable Segments below.
Over the next few years, we believe that we will be challenged
to maintain or improve our 2008 organic revenue and RGU growth
rates as we expect that competition will continue to grow and
that the markets for certain of our service offerings will
continue to mature. During this time frame, we expect that
(i) increases in our digital cable, telephony, broadband
internet and DTH RGUs will more than offset decreases in our
analog cable RGUs and (ii) the ARPU of our reportable
segments will remain relatively unchanged, as the negative
impact of competitive factors, particularly with respect to our
broadband internet and telephony services, is expected to
largely offset the positive impacts of (a) the continued
migration of video subscribers from analog to digital cable
services and (b) other improvements in the mix of services
provided to our subscriber base. We also believe that during
this time frame we will see (i) modest improvements in our
operating cash flow margins and (ii) declines in our
aggregate capital expenditures and capital lease additions, as a
percentage of revenue. In addition, we expect that we will be
challenged to maintain or improve our current subscriber
retention rates as competition grows. To the extent that we
experience higher subscriber disconnect rates, we expect that it
will be more difficult to control certain components of our
operating, marketing and capital costs. Our expectations with
respect to the items discussed in this paragraph are subject to
competitive, technological and regulatory developments and other
factors outside of our control, and no assurance can be given
that actual results in future periods will not differ materially
from our expectations.
II-7
The video, broadband internet and telephony businesses in which
we operate are capital intensive. Significant capital
expenditures are required to add customers to our networks,
including expenditures for equipment and labor costs. As noted
above, we expect that the percentage of revenue represented by
our aggregate capital expenditures and capital lease additions
will decline over the next few years, due primarily to our
belief that the capital required to upgrade our broadband
communications networks will decline over this time frame. No
assurance can be given that actual results will not differ
materially from our expectations as factors outside of our
control, such as significant increases in competition, the
introduction of new technologies or adverse regulatory
initiatives, could cause us to decide to undertake previously
unplanned upgrades of our broadband communications networks in
the impacted markets. In addition, no assurance can be given
that our future upgrades will generate a positive return or that
we will have adequate capital available to finance such future
upgrades. If we are unable to, or elect not to, pay for costs
associated with adding new customers, expanding or upgrading our
networks or making our other planned or unplanned capital
expenditures, our growth could be limited and our competitive
position could be harmed.
Our analog video service offerings include basic programming
and, in some markets, expanded basic programming. We tailor both
our basic channel
line-up and
our additional channel offerings to each system according to
culture, demographics, programming preferences and local
regulation. Our digital video service offerings include basic
and premium programming and, in most markets, incremental
product and service offerings such as enhanced
pay-per-view
programming (including
video-on-demand
and near
video-on-demand),
digital video recorders and high definition television services.
We offer broadband internet services in all of our broadband
communications markets. Our residential subscribers generally
access the internet via cable modems connected to their personal
computers at various speeds depending on the tier of service
selected. We determine pricing for each different tier of
broadband internet service through analysis of speed, data
limits, market conditions and other factors. We began offering
ultra high-speed internet services in Japan in 2007 and the
Netherlands in 2008, with download speeds ranging up to
160 Mbps in Japan and up to 120 Mbps in the
Netherlands. We expect to expand the availability of ultra
high-speed internet services during 2009.
We offer voice-over-internet-protocol, or VoIP
telephony services in all of our broadband communications
markets. In Austria, Belgium, Chile, Hungary, Japan and the
Netherlands, we also provide circuit-switched telephony
services. Telephony services in the remaining markets are
provided using VoIP technology. In select markets, including
Australia, we also offer mobile telephony services using
third-party networks.
Results
of Operations
As noted under Overview above, the comparability of our
operating results during 2008, 2007 and 2006 is affected by
acquisitions. In the following discussion, we quantify the
impact of acquisitions on our operating results. The acquisition
impact represents our estimate of the difference between the
operating results of the periods under comparison that is
attributable to the timing of an acquisition. In general, we
base our estimate of the acquisition impact on an acquired
entitys operating results during the first three months
following the acquisition date such that changes from those
operating results in subsequent periods are considered to be
organic changes.
Changes in foreign currency exchange rates have a significant
impact on our operating results as all of our operating
segments, except for Puerto Rico, have functional currencies
other than the U.S. dollar. Our primary exposure to foreign
currency risk from a translation perspective is currently to the
euro and the Japanese yen. In this regard, 38.0% and 27.0% of
our U.S. dollar revenue during 2008 was derived from
subsidiaries whose functional currencies are the euro and the
Japanese yen, respectively. In addition, our operating results
are impacted by changes in the exchange rates for the Swiss
franc, the Chilean peso, the Hungarian forint, the Australian
dollar and other local currencies in Europe. The portions of the
changes in the various components of our results of operations
that are attributable to changes in foreign currency exchange
rates from a translation perspective are highlighted under
Discussion and Analysis of our Reportable Segments and
Discussion and Analysis of our Consolidated Operating Results
below. For additional information concerning our foreign
currency risks and the applicable foreign currency exchange
rates in effect for the periods covered by this Annual Report,
see Quantitative and Qualitative Disclosures about Market
Risk Foreign Currency Risk below.
II-8
The amounts presented and discussed below represent 100% of each
businesss revenue and operating cash flow. As we have the
ability to control Telenet, J:COM, VTR and Austar, GAAP requires
that we consolidate 100% of the revenue and expenses of these
entities in our consolidated statements of operations despite
the fact that third parties own significant interests in these
entities. The third-party owners interests in the
operating results of Telenet, J:COM, VTR, Austar and other less
significant majority owned subsidiaries are reflected in
minority interests in earnings of subsidiaries, net, in our
consolidated statements of operations. Our ability to
consolidate J:COM is dependent on our ability to continue to
control Super Media, which will be dissolved in February 2010
unless we and Sumitomo mutually agree to extend the term. If
Super Media is dissolved and we do not otherwise control J:COM
at the time of any such dissolution, we will no longer be in a
position to consolidate J:COM. When reviewing and analyzing our
operating results, it is important to note that other
third-parties own significant interests in Telenet, J:COM, VTR
and Austar and that Sumitomo effectively has the ability to
prevent our company from consolidating J:COM after February 2010.
Discussion
and Analysis of our Reportable Segments
All of the reportable segments set forth below derive their
revenue primarily from broadband communications services,
including video, voice and broadband internet services. Certain
segments also provide CLEC and other B2B services and J:COM
provides certain programming services. At December 31,
2008, our operating segments in the UPC Broadband Division
provided services in 10 European countries. Our Other Central
and Eastern Europe segment includes our operating segments in
the Czech Republic, Poland, Romania, Slovakia and Slovenia.
Telenet, J:COM and VTR provide broadband communications services
in Belgium, Japan and Chile, respectively. Our corporate and
other category includes (i) Austar, (ii) other less
significant operating segments that provide broadband
communications services in Puerto Rico and video programming and
other services in Europe and Argentina and (iii) our
corporate category. Intersegment eliminations primarily
represent the elimination of intercompany transactions between
our broadband communications and programming operations,
primarily in Europe.
For additional information concerning our reportable segments,
including a discussion of our performance measures and a
reconciliation of total segment operating cash flow to our
consolidated earnings (loss) before income taxes, minority
interests and discontinued operations, see note 21 to our
consolidated financial statements.
The tables presented below in this section provide a separate
analysis of each of the line items that comprise operating cash
flow (revenue, operating expenses and SG&A expenses,
excluding allocable stock-based compensation expense in
accordance with our definition of operating cash flow) as well
as an analysis of operating cash flow by reportable segment for
(i) 2008 as compared to 2007 and (ii) 2007 as compared
to 2006. In each case, the tables present (i) the amounts
reported by each of our reportable segments for the comparative
periods, (ii) the U.S. dollar change and percentage
change from period to period and (iii) the percentage
change from period to period, after removing foreign currency
translation effects (FX). The comparisons that exclude FX assume
that exchange rates remained constant during the periods that
are included in each table. As discussed under Quantitative
and Qualitative Disclosures about Market Risk below, we have
significant exposure to movements in foreign currency exchange
rates. We also provide a table showing the operating cash flow
margins of our reportable segments for 2008, 2007 and 2006 at
the end of this section.
Substantially all of the significant increases during 2007, as
compared to 2006, in the revenue, operating expenses and
SG&A expenses of our Telenet (Belgium) segment are
attributable to the effects of our January 1, 2007
consolidation of Telenet, and accordingly, we do not separately
discuss these increases below.
The revenue of our reportable segments includes amounts received
from subscribers for ongoing services, installation fees,
advertising revenue, mobile telephony revenue, channel carriage
fees, telephony interconnect fees, late fees, programming
revenue and amounts received for CLEC and other B2B services. In
the following discussion, we use the term subscription
revenue to refer to amounts received from subscribers for
ongoing services, excluding installation fees, late fees and
mobile telephony revenue.
The rates charged for certain video services offered by our
broadband communications operations in Europe and Chile are
subject to rate regulation. Additionally, in Europe, our ability
to bundle or discount our services may be constrained if we are
held to be dominant with respect to any product we offer. The
amounts we charge and incur
II-9
with respect to telephony interconnection fees are also subject
to regulatory oversight in many of our markets. Adverse outcomes
from rate regulation or other regulatory initiatives could have
a significant negative impact on our ability to maintain or
increase our revenue. For information concerning adverse
regulatory developments in the Netherlands, see note 20 to
our consolidated financial statements.
Revenue
of our Reportable Segments
Revenue
2008 compared to 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
Year ended
|
|
|
|
|
|
(decrease)
|
|
|
|
December 31,
|
|
|
Increase (decrease)
|
|
|
excluding FX
|
|
|
|
2008
|
|
|
2007
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
1,181.1
|
|
|
$
|
1,060.6
|
|
|
$
|
120.5
|
|
|
|
11.4
|
|
|
|
3.9
|
|
Switzerland
|
|
|
1,017.0
|
|
|
|
873.9
|
|
|
|
143.1
|
|
|
|
16.4
|
|
|
|
4.9
|
|
Austria
|
|
|
538.0
|
|
|
|
503.1
|
|
|
|
34.9
|
|
|
|
6.9
|
|
|
|
(0.4
|
)
|
Ireland
|
|
|
355.8
|
|
|
|
307.2
|
|
|
|
48.6
|
|
|
|
15.8
|
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
3,091.9
|
|
|
|
2,744.8
|
|
|
|
347.1
|
|
|
|
12.6
|
|
|
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
405.9
|
|
|
|
377.1
|
|
|
|
28.8
|
|
|
|
7.6
|
|
|
|
0.2
|
|
Other Central and Eastern Europe
|
|
|
949.9
|
|
|
|
806.1
|
|
|
|
143.8
|
|
|
|
17.8
|
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
1,355.8
|
|
|
|
1,183.2
|
|
|
|
172.6
|
|
|
|
14.6
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
10.5
|
|
|
|
11.1
|
|
|
|
(0.6
|
)
|
|
|
(5.4
|
)
|
|
|
(14.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
4,458.2
|
|
|
|
3,939.1
|
|
|
|
519.1
|
|
|
|
13.2
|
|
|
|
3.9
|
|
Telenet (Belgium)
|
|
|
1,509.0
|
|
|
|
1,291.3
|
|
|
|
217.7
|
|
|
|
16.9
|
|
|
|
9.4
|
|
J:COM (Japan)
|
|
|
2,854.2
|
|
|
|
2,249.5
|
|
|
|
604.7
|
|
|
|
26.9
|
|
|
|
11.3
|
|
VTR (Chile)
|
|
|
713.9
|
|
|
|
634.9
|
|
|
|
79.0
|
|
|
|
12.4
|
|
|
|
11.6
|
|
Corporate and other
|
|
|
1,110.7
|
|
|
|
975.7
|
|
|
|
135.0
|
|
|
|
13.8
|
|
|
|
10.6
|
|
Intersegment eliminations
|
|
|
(84.9
|
)
|
|
|
(87.2
|
)
|
|
|
2.3
|
|
|
|
2.6
|
|
|
|
9.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
10,561.1
|
|
|
$
|
9,003.3
|
|
|
$
|
1,557.8
|
|
|
|
17.3
|
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands. The Netherlands revenue
increased $120.5 million or 11.4% during 2008, as compared
to 2007. Excluding the effects of foreign currency exchange rate
fluctuations, the Netherlands revenue increased
$41.4 million or 3.9%. This increase is attributable to an
increase in subscription revenue that was partially offset by a
decrease in non-subscription revenue. The increase in
subscription revenue is due to (i) higher ARPU and
(ii) a higher number of average RGUs during 2008, as
compared to 2007. ARPU was higher during 2008, as the positive
impacts of (i) an improvement in the Netherlands RGU
mix, attributable to a higher proportion of telephony, digital
cable and broadband internet RGUs, (ii) January 2008 price
increases for certain video, broadband internet and telephony
services and (iii) growth in the Netherlands digital
cable services, including increased revenue from premium digital
services and products, were only partially offset by the
negative impacts of (a) increased competition,
(b) changes in telephony subscriber calling patterns and an
increase in the proportion of telephony subscribers selecting
fixed-rate calling plans and (c) customers selecting
lower-priced tiers of broadband internet services. The increase
in average RGUs is attributable to an increase in average
telephony, digital cable and broadband internet RGUs that was
only partially offset by a decline in average analog cable RGUs.
The decline in the Netherlands average analog cable RGUs
is primarily attributable to (i) the migration of certain
analog cable customers to digital cable services and
(ii) the effects of significant competition from the
incumbent telecommunications operator in the Netherlands. We
expect that we will continue to face significant competition
from the incumbent telecommunications operator in future
periods. The increase in subscription revenue during 2008 also
includes a $6.8 million increase that is primarily related
to favorable analog cable rate settlements with certain
municipalities, with $4.5 million of the increase occurring
during the fourth quarter of 2008. The decrease in the
II-10
Netherlands non-subscription revenue is primarily
attributable to (i) a decrease in revenue from B2B
services, as increased competition has led to the loss of
certain B2B contracts, and (ii) lower revenue from
installation fees as a result of higher discounting and lower
subscriber additions.
Switzerland. Switzerlands revenue
increased $143.1 million or 16.4% during 2008, as compared
to 2007. Excluding the effects of foreign currency exchange rate
fluctuations, Switzerlands revenue increased
$42.7 million or 4.9%. This increase is attributable to an
increase in subscription revenue, due to (i) a higher
number of average RGUs and (ii) higher ARPU during 2008.
The increase in average RGUs is attributable to increases in
average digital cable, broadband internet and telephony RGUs
that were only partially offset by a decline in average analog
cable RGUs. ARPU was higher during 2008, as the positive impacts
of (i) an improvement in Switzerlands RGU mix,
attributable to a higher proportion of digital cable, telephony
and broadband internet RGUs, (ii) a January 2008 price
increase for analog and digital cable services and
(iii) Switzerlands digital migration efforts were
only partially offset by the negative impacts of
(a) increased competition, (b) lower telephony call
volumes, (c) customers selecting lower-priced tiers of
broadband internet services and (d) a lower-priced tier of
digital cable services and a decrease in the rental price
charged for digital cable set-top boxes that Switzerland began
offering in April 2007 to comply with the regulatory framework
established by the Swiss Price Regulator in November 2006.
Switzerlands non-subscription revenue remained relatively
constant during 2008, as a decrease in interconnect revenue was
offset by individually insignificant net increases in other
components of non-subscription revenue. The decrease in
interconnect revenue primarily is attributable to reductions in
interconnect tariffs that were imposed by a regulatory authority
during the fourth quarter of 2008. These tariff reductions,
which were retroactive to January 1, 2007, resulted in
decreases in interconnect revenue of $2.2 million for the
year ended December 31, 2008 and $4.4 million for the
fourth quarter of 2008, each as compared to the corresponding
prior year period.
Austria. Austrias revenue increased
$34.9 million or 6.9% during 2008, as compared to 2007.
This increase includes $22.0 million attributable to the
impacts of the October 2007 Tirol acquisition and another less
significant acquisition. Excluding the effects of these
acquisitions and foreign currency exchange rate fluctuations,
Austrias revenue decreased $23.9 million or 4.8%.
Most of this decrease is attributable to a decrease in
subscription revenue, as the negative impact of lower ARPU was
only partially offset by the positive impact of a higher number
of average RGUs. The decline in subscription revenue, which, as
discussed under Overview above, is largely related to the
significant competition we are experiencing in Austria, includes
declines in revenue from broadband internet and telephony
services that were only partially offset by an increase in
revenue from video services. ARPU decreased during 2008, as
compared to 2007, as the positive impacts of (i) an
improvement in Austrias RGU mix, primarily attributable to
a higher proportion of digital cable RGUs, and (ii) a
January 2008 rate increase for analog cable services were more
than offset by the negative impacts of (a) increased
competition, (b) a higher proportion of customers selecting
lower-priced tiers of broadband internet and digital cable
services, (c) lower telephony call volumes and (d) an
increase in the proportion of subscribers selecting VoIP
telephony service, which generally is priced lower than
Austrias circuit-switched telephony service. The increase
in average RGUs is attributable to increases in average digital
cable and telephony RGUs that were only partially offset by
decreases in average analog cable and, to a lesser extent,
broadband internet RGUs. Non-subscription revenue in Austria
decreased slightly during 2008, as compared to 2007, as a
decrease in installation revenue was only partially offset by
individually insignificant net increases in other components of
non-subscription revenue. In light of current competitive and
economic conditions, we expect that Austria will continue to be
challenged to maintain or increase the amount of its local
currency revenue during 2009.
Ireland. Irelands revenue increased
$48.6 million or 15.8% during 2008, as compared to 2007.
Excluding the effects of foreign currency exchange rate
fluctuations, Irelands revenue increased
$24.4 million or 7.9%. Most of this increase is
attributable to an increase in subscription revenue as a result
of (i) higher ARPU and (ii) a slightly higher number
of average RGUs during 2008, as compared to 2007. ARPU increased
during 2008, as the positive impacts of (i) an improvement
in Irelands RGU mix, primarily attributable to a higher
proportion of digital cable RGUs, (ii) a January 2008 price
increase for certain analog cable, digital cable and MMDS video
services, (iii) an increase in the proportion of broadband
internet customers selecting higher-priced tiers of service and
(iv) a July 2008 price increase for certain broadband
internet services were only partially offset by the negative
impact of
II-11
increased competition. The increase in average RGUs is
attributable to increases in the average number of broadband
internet, telephony and digital cable RGUs that were largely
offset by declines in average analog cable and MMDS video RGUs.
Hungary. Hungarys revenue increased
$28.8 million or 7.6% during 2008, as compared to 2007.
Excluding the effects of foreign currency exchange rate
fluctuations, Hungarys revenue increased $0.6 million
or 0.2%, as a decline in subscription revenue was more than
offset by an increase in non-subscription revenue. Subscription
revenue declined during 2008, as the negative impact of lower
ARPU was only partially offset by the positive impact of a
higher number of average RGUs. The decline in subscription
revenue, which, as discussed under Overview above, is
largely related to the significant competition we are
experiencing in Hungary, includes a decline in revenue from
video services that was only partially offset by increases in
revenue from broadband internet and telephony services. ARPU
declined during 2008, as compared to 2007, as the positive
impacts of (i) improvements in Hungarys RGU mix,
primarily attributable to a higher proportion of broadband
internet and digital cable RGUs and (ii) a January 2008
rate increase for analog cable services were more than offset by
the negative impacts of (a) increased competition,
(b) a higher proportion of customers selecting lower-priced
tiers of broadband internet and video services and
(c) changes in telephony subscriber calling patterns and an
increase in the proportion of telephony subscribers selecting
fixed-rate calling plans. The increase in average RGUs is
attributable to increases in average broadband internet,
telephony, digital cable and, to a lesser extent, DTH RGUs that
were only partially offset by a decline in average analog cable
RGUs. The decline in average analog cable RGUs is primarily due
to (i) the migration of analog cable subscribers to digital
cable following the second quarter 2008 launch of digital cable
services and (ii) the effects of competition. The increase
in non-subscription revenue during 2008 is primarily
attributable to an increase in B2B revenue.
Other Central and Eastern Europe. Other
Central and Eastern Europes revenue increased
$143.8 million or 17.8% during 2008, as compared to 2007.
This increase includes $13.2 million attributable to the
impact of acquisitions. Excluding the effects of acquisitions
and foreign currency exchange rate fluctuations, Other Central
and Eastern Europes revenue increased $34.7 million
or 4.3%. Most of this increase is attributable to an increase in
subscription revenue as a result of the positive impact of
higher average RGUs during 2008 that was only partially offset
by the negative impact of lower ARPU. The increase in average
RGUs is attributable to increases in average broadband internet
RGUs (mostly in Poland, Romania and the Czech Republic) and
telephony RGUs (mostly related to the expansion of VoIP
telephony services in the Czech Republic, Poland and Romania),
that were only partially offset by a decline in average video
RGUs. The decline in average video RGUs is attributable to
decreases in Romania and, to a lesser extent, the Czech Republic
and Slovakia that were only partially offset by small increases
in Poland and Slovenia. ARPU declined in our Other Central and
Eastern Europe segment during 2008, as compared to 2007, as the
positive impacts of (i) an improvement in RGU mix,
primarily attributable to a higher proportion of digital cable
(due in part to the second quarter 2008 launch of digital cable
services in Poland and Slovakia) and broadband internet RGUs and
(ii) rate increases for video services in certain countries
were more than offset by the negative impacts of
(a) increased competition, (b) a higher proportion of
broadband internet and video subscribers selecting lower-priced
tiers and (c) changes in subscriber calling patterns and an
increase in the proportion of telephony subscribers selecting
fixed-rate calling plans.
Although competition is a factor throughout our Other Central
and Eastern Europe markets, we are experiencing particularly
intense competition in Romania and the Czech Republic. In
Romania, competition has contributed to (i) an organic
decline in total RGUs during the three months ended
December 31, 2008 and (ii) declines in ARPU, video
revenue and overall revenue during 2008, as compared to 2007. In
response to the elevated level of competition in Romania, we
have implemented aggressive pricing and marketing strategies.
These strategies, which contributed to the organic decline in
Romanias revenue, were implemented with the objective of
maintaining our market share in Romania and enhancing our
prospects for continued revenue growth in future periods. In the
case of the Czech Republic, competition has contributed to
declines during 2008, as compared to 2007, in (i) ARPU from
all product categories and (ii) revenue from video
services. We expect that we will continue to experience
significant competition in future periods in Romania, the Czech
Republic and other markets within our Other Central and Eastern
Europe segment.
Telenet (Belgium). Telenets revenue
increased $217.7 million or 16.9% during 2008, as compared
to 2007. This increase includes $40.8 million attributable
to the impact of the October 1, 2008 Interkabel Acquisition
and
II-12
another less significant acquisition. Excluding the effects of
these acquisitions and foreign currency exchange rate
fluctuations, Telenets revenue increased
$80.4 million or 6.2%. Most of this increase is
attributable to an increase in subscription revenue due to
(i) a higher number of average RGUs during 2008, as
compared to 2007 and (ii) a slight increase in ARPU. The
increase in average RGUs primarily is attributable to increases
in the average number of digital cable, broadband internet and
telephony RGUs that were only partially offset by a decline in
the average number of analog cable RGUs. ARPU increased slightly
during 2008, as the positive impacts of (i) an improvement
in Telenets RGU mix, primarily attributable to a higher
proportion of digital cable, broadband internet and telephony
RGUs, (ii) an August 2007 price increase for analog cable
services, (iii) an increase in revenue from premium digital
cable services, such as
video-on-demand,
and (iv) an increase in revenue from set-top box rentals
due to Telenets increased emphasis on the rental, as
opposed to the sale, of set-top boxes were largely offset by the
negative impacts of (a) increased competition, (b) a
higher proportion of customers selecting lower-priced tiers of
broadband internet services and (c) lower ARPU from
telephony services. The decline in ARPU from telephony services
reflects an increasing proportion of subscribers selecting
fixed-rate calling plans and lower rates for fixed-to-mobile
voice traffic. An increase in non-subscription revenue also
contributed to the increase in revenue during 2008, as an
increase in B2B revenue was only partially offset by lower
revenue from set-top box sales and interconnect fees. The
decrease in interconnect fees is due primarily to reductions in
fixed-line termination rates imposed by regulatory authorities.
As a result of a further 60% reduction in these rates that took
effect on January 1, 2009, Telenet estimates that it will
experience a decline in its interconnect revenue from 2008 to
2009 that will range from 10.0 million
($14.0 million) to 12.0 million
($16.7 million).
J:COM (Japan). J:COMs revenue increased
$604.7 million or 26.9% during 2008, as compared to 2007.
This increase includes $100.0 million attributable to the
aggregate impact of the September 2007 acquisition of JTV
Thematics and other less significant acquisitions. Excluding the
effects of these acquisitions and foreign currency exchange rate
fluctuations, J:COMs revenue increased $153.4 million
or 6.8%. Most of this increase is attributable to an increase in
subscription revenue, due primarily to a higher average number
of telephony, broadband internet and video RGUs during 2008.
ARPU remained relatively constant during 2008, as compared to
2007, as the positive impacts of (i) a higher proportion of
digital cable RGUs, (ii) an increase in revenue from
premium digital cable services, such as
video-on-demand,
and (iii) a higher proportion of broadband internet
subscribers selecting higher-priced tiers of service were offset
by the negative impacts of (a) higher bundling discounts
and (b) lower telephony call volumes.
VTR (Chile). VTRs revenue increased
$79.0 million or 12.4% during 2008, as compared to 2007.
Excluding the effects of foreign currency exchange rate
fluctuations, VTRs revenue increased $73.4 million or
11.6%. This increase is attributable to an increase in
subscription revenue, due primarily to higher average numbers of
broadband internet, telephony and video RGUs during 2008 and, to
a lesser extent, a slight increase in ARPU. ARPU increased
slightly during 2008, as the positive impacts of (i) an
improvement in VTRs RGU mix, attributable to a higher
proportion of digital cable and broadband internet RGUs,
(ii) September 2007, March 2008 and September 2008
inflation adjustments for certain video, broadband internet and
telephony services and (iii) the continued migration of
certain telephony subscribers to an unlimited fixed-rate calling
plan were only partially offset by the negative impacts of
(a) increased competition, particularly from the incumbent
telecommunications operator in Chile, and (b) an increase
in the proportion of subscribers selecting lower-priced tiers of
analog video services.
II-13
Revenue
2007 compared to 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
Year ended
|
|
|
|
|
|
(decrease)
|
|
|
|
December 31,
|
|
|
Increase (decrease)
|
|
|
excluding FX
|
|
|
|
2007
|
|
|
2006
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
1,060.6
|
|
|
$
|
923.9
|
|
|
$
|
136.7
|
|
|
|
14.8
|
|
|
|
5.2
|
|
Switzerland
|
|
|
873.9
|
|
|
|
771.8
|
|
|
|
102.1
|
|
|
|
13.2
|
|
|
|
8.3
|
|
Austria
|
|
|
503.1
|
|
|
|
420.0
|
|
|
|
83.1
|
|
|
|
19.8
|
|
|
|
9.9
|
|
Ireland
|
|
|
307.2
|
|
|
|
262.6
|
|
|
|
44.6
|
|
|
|
17.0
|
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total Western Europe
|
|
|
2,744.8
|
|
|
|
2,378.3
|
|
|
|
366.5
|
|
|
|
15.4
|
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
377.1
|
|
|
|
307.1
|
|
|
|
70.0
|
|
|
|
22.8
|
|
|
|
7.4
|
|
Other Central and Eastern Europe
|
|
|
806.1
|
|
|
|
574.0
|
|
|
|
232.1
|
|
|
|
40.4
|
|
|
|
24.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
1,183.2
|
|
|
|
881.1
|
|
|
|
302.1
|
|
|
|
34.3
|
|
|
|
18.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
11.1
|
|
|
|
17.9
|
|
|
|
(6.8
|
)
|
|
|
(38.0
|
)
|
|
|
(40.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
3,939.1
|
|
|
|
3,277.3
|
|
|
|
661.8
|
|
|
|
20.2
|
|
|
|
10.0
|
|
Telenet (Belgium)
|
|
|
1,291.3
|
|
|
|
43.8
|
|
|
|
1,247.5
|
|
|
|
N.M.
|
|
|
|
N.M.
|
|
J:COM (Japan)
|
|
|
2,249.5
|
|
|
|
1,902.7
|
|
|
|
346.8
|
|
|
|
18.2
|
|
|
|
19.4
|
|
VTR (Chile)
|
|
|
634.9
|
|
|
|
558.9
|
|
|
|
76.0
|
|
|
|
13.6
|
|
|
|
11.7
|
|
Corporate and other
|
|
|
975.7
|
|
|
|
772.3
|
|
|
|
203.4
|
|
|
|
26.3
|
|
|
|
16.2
|
|
Intersegment eliminations
|
|
|
(87.2
|
)
|
|
|
(71.1
|
)
|
|
|
(16.1
|
)
|
|
|
(22.6
|
)
|
|
|
(12.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
9,003.3
|
|
|
$
|
6,483.9
|
|
|
$
|
2,519.4
|
|
|
|
38.9
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N.M. Not Meaningful.
The Netherlands. The Netherlands revenue
increased $136.7 million or 14.8% during 2007, as compared
to 2006. Excluding the effects of foreign currency exchange rate
fluctuations, the Netherlands revenue increased
$48.0 million or 5.2%. This increase is attributable to an
increase in subscription revenue, primarily due to higher
average RGUs, as increases in average telephony and broadband
internet RGUs were only partially offset by a decline in average
video RGUs. The decline in average video RGUs includes a decline
in average analog cable RGUs that was not fully offset by a gain
in average digital cable RGUs. The decline in average video RGUs
is largely due to (i) the migration of certain analog cable
customers to digital cable services and (ii) the effects of
significant competition from the incumbent telecommunications
operator in the Netherlands. We believe that most of the
declines in the Netherlands analog cable RGUs during 2007
were attributable to this competition. ARPU was relatively
unchanged during 2007, as the positive impacts of (i) an
improvement in the Netherlands RGU mix, attributable to a
higher proportion of digital cable, telephony and broadband
internet RGUs, (ii) growth in the Netherlands digital
cable services and (iii) a January 2007 price increase for
certain analog cable services were offset by the negative
impacts of (a) increased competition and (b) a higher
proportion of broadband internet customers selecting
lower-priced tiers of service. Subscription revenue for the 2006
period includes $9.6 million related to the release of
deferred revenue (including $4.8 million that was released
during the fourth quarter of 2006) in connection with rate
settlements with certain municipalities. There were no such rate
settlements during 2007.
As compared to 2006, the net number of digital cable RGUs added
by the Netherlands during 2007 declined substantially. This
decline was due in part to an emphasis on more selective
marketing strategies. Although the Netherlands emphasis on
more selective marketing strategies resulted in a more gradual
pacing of the Netherlands digital migration efforts, we also saw
the positive impact of these strategies in 2007 in the form of
reductions in certain marketing, operating and capital costs and
improved subscriber retention rates.
II-14
Switzerland. Switzerlands revenue
increased $102.1 million or 13.2% during 2007, as compared
to 2006. Excluding the effects of foreign currency exchange rate
fluctuations, Switzerlands revenue increased
$64.3 million or 8.3%. Most of this increase is
attributable to an increase in subscription revenue, as the
number of average broadband internet, telephony and video RGUs
was higher during 2007, as compared to 2006. ARPU remained
relatively constant during 2007, as the positive impacts of
(i) an improvement in Switzerlands RGU mix,
attributable to a higher proportion of telephony, broadband
internet and digital cable RGUs, and
(ii) Switzerlands digital migration efforts was
offset by the negative impacts of (a) increased
competition, (b) lower telephony call volumes,
(c) customers selecting lower-priced tiers of broadband
internet services and (d) Switzerlands adoption of
certain provisions of the regulatory framework established by
the Swiss Price Regulator in November 2006. In order to comply
with this regulatory framework, Switzerland began offering a
lower-priced tier of digital cable services and decreased the
rental price charged for digital cable set-top boxes during the
second quarter of 2007. An increase in revenue from B2B services
and other non-subscription revenue also contributed to the
increase in Switzerlands revenue.
Austria. Austrias revenue increased
$83.1 million or 19.8% during 2007, as compared to 2006.
This increase includes a $20.8 million increase that is
attributable to the impacts of the March 2006 INODE acquisition
and the October 2007 Tirol acquisition. Excluding the effects of
these acquisitions and foreign currency exchange rate
fluctuations, Austrias revenue increased
$20.9 million or 5.0%. The majority of this increase is
attributable to an increase in subscription revenue, as the
number of average broadband internet RGUs and, to a lesser
extent, telephony and video RGUs, was higher during 2007, as
compared to 2006. ARPU remained relatively unchanged during
2007, as the positive impacts of (i) an improvement in
Austrias RGU mix, primarily attributable to a higher
proportion of broadband internet RGUs, and (ii) a January
2007 rate increase for analog cable services were offset by the
negative impacts of (a) increased competition, (b) a
higher proportion of customers selecting lower-priced tiers of
broadband internet service, (c) lower telephony call
volumes and (d) an increase in the proportion of
subscribers selecting VoIP telephony service, which generally is
priced lower than Austrias circuit-switched telephony
service. Telephony revenue in Austria decreased slightly on an
organic basis during 2007, as the negative effect of the
decrease in telephony ARPU was only partially offset by the
positive impact of higher average telephony RGUs. An increase in
revenue from B2B services also contributed to the increase in
Austrias revenue during 2007.
Ireland. Irelands revenue increased
$44.6 million or 17.0% during 2007 as compared to 2006.
Excluding the effects of foreign currency exchange rate
fluctuations, Irelands revenue increased
$19.1 million or 7.3%. This increase is attributable to an
increase in subscription revenue as a result of higher average
RGUs and slightly higher ARPU during 2007, as compared to 2006.
The increase in average RGUs primarily is attributable to an
increase in the average number of broadband internet RGUs. The
increase in ARPU during 2007 primarily is due to the positive
impacts of (i) an improvement in Irelands RGU mix,
primarily attributable to a higher proportion of digital cable
RGUs, (ii) a November 2006 price increase for certain
broadband internet and MMDS video services and (iii) lower
promotional discounts for broadband internet services.
Hungary. Hungarys revenue increased
$70.0 million or 22.8% during 2007, as compared to 2006.
This increase includes $1.9 million attributable to the
impact of a January 2007 acquisition. Excluding the effects of
the acquisition and foreign currency exchange rate fluctuations,
Hungarys revenue increased $20.9 million or 6.8%. The
majority of this increase is attributable to higher subscription
revenue, as higher average numbers of broadband internet and
telephony RGUs were only partially offset by lower average
numbers of analog cable and DTH RGUs. ARPU declined slightly
during 2007, as the positive impacts of (i) improvements in
Hungarys RGU mix, primarily attributable to a higher
proportion of broadband internet RGUs, and (ii) a January
2007 rate increase for analog cable services were more than
offset by the negative impacts of (a) increased
competition, (b) a higher proportion of customers selecting
lower-priced broadband internet tiers, (c) growth in
Hungarys VoIP telephony service, which generally is priced
slightly lower than Hungarys circuit-switched telephony
services, and (d) lower telephony call volumes. Due
primarily to the decline in ARPU from telephony services,
Hungary also experienced a slight organic decline in revenue
from telephony services during 2007, as compared to 2006. Due
primarily to competition from alternative providers, Hungary
experienced an organic decline in analog cable RGUs during 2007.
The majority of Hungarys analog cable subscriber losses
during 2007 occurred in certain municipalities where the
technology of our networks limited our ability to create a less
expensive tier of service that would have more effectively
competed
II-15
with alternative providers. Due to a decrease in the average
number of DTH and analog cable RGUs and lower ARPU from DTH
video services as a result of competitive and other factors,
Hungary experienced a slight decline in revenue from video
services during 2007, as compared to 2006. An increase in
revenue from B2B services, which more than offset decreases in
certain other categories of non-subscription revenue, also
contributed to the increase in Hungarys revenue during
2007.
Other Central and Eastern Europe. Other
Central and Eastern Europes revenue increased
$232.1 million or 40.4% during 2007, as compared to 2006.
This increase includes $68.5 million attributable to the
aggregate impact of the September 2006 consolidation of Karneval
and other less significant acquisitions. Excluding the effects
of these acquisitions and foreign currency exchange rate
fluctuations, Other Central and Eastern Europes revenue
increased $69.3 million or 12.1%. This increase primarily
is attributable to an increase in subscription revenue as a
result of higher average RGUs during 2007, as compared to 2006.
The increase in average RGUs during 2007 is attributable to
higher average numbers of (i) broadband internet RGUs
(mostly in Poland, Romania and the Czech Republic),
(ii) telephony RGUs (mostly related to the expansion of
VoIP telephony services in Poland, the Czech Republic and
Romania) and, (iii) to a much lesser extent, video RGUs as
increases in average video RGUs in Slovenia, the Czech Republic
and Poland were partially offset by decreases in Romania. ARPU
in our Other Central and Eastern Europe segment increased
slightly during 2007, as the positive impacts of (i) an
improvement in RGU mix, primarily attributable to a higher
proportion of broadband internet RGUs, (ii) January 2007
rate increases for video services in certain countries and
(iii) somewhat higher ARPU from telephony services due to
increased call volumes (primarily in Poland and Romania) were
mostly offset by the negative impacts of (a) increased
competition and (b) a higher proportion of customers
selecting lower-priced tiers of broadband internet services.
J:COM (Japan). J:COMs revenue increased
$346.8 million or 18.2% during 2007, as compared to 2006.
This increase includes a $194.0 million increase that is
attributable to the aggregate impact of (i) the September
2007 acquisition of JTV Thematics, (ii) the September 2006
acquisition of Cable West and (iii) other less significant
acquisitions. Excluding the effects of these acquisitions and
foreign currency exchange rate fluctuations, J:COMs
revenue increased $175.6 million or 9.2%. Most of this
increase is attributable to an increase in subscription revenue,
due primarily to a higher average number of video, telephony and
broadband internet RGUs during 2007. ARPU remained relatively
unchanged during 2007, as the positive impacts of (i) a
higher proportion of digital cable RGUs and (ii) a higher
proportion of customers selecting higher-priced tiers of
broadband internet services were largely offset by the negative
impacts of (a) higher bundling discounts and (b) lower
telephony call volumes.
VTR (Chile). VTRs revenue increased
$76.0 million or 13.6% during 2007, as compared to 2006.
Excluding the effects of foreign currency exchange rate
fluctuations, VTRs revenue increased $65.1 million or
11.7%. Most of this increase is attributable to an increase in
subscription revenue, due primarily to a higher average number
of broadband internet, telephony and video RGUs during 2007.
ARPU decreased somewhat during 2007, as the positive impacts of
(i) inflation adjustments to certain rates for analog cable
and broadband internet services, (ii) increases in the
proportion of subscribers selecting higher-speed broadband
internet services over the lower-speed alternatives and digital
cable over analog cable services, and (iii) the migration
of a significant number of telephony subscribers to a fixed-rate
plan were more than offset by the negative impacts of
(a) increased competition, (b) an increase in the
proportion of subscribers selecting lower-priced tiers of analog
video services and (c) lower call volumes for telephony
subscribers that remained on a usage-based plan.
II-16
Operating
Expenses of our Reportable Segments
Operating
expenses 2008 compared to 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
Year ended
|
|
|
|
|
|
(decrease)
|
|
|
|
December 31,
|
|
|
Increase (decrease)
|
|
|
excluding FX
|
|
|
|
2008
|
|
|
2007
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
362.2
|
|
|
$
|
362.8
|
|
|
$
|
(0.6
|
)
|
|
|
(0.2
|
)
|
|
|
(7.1
|
)
|
Switzerland
|
|
|
314.8
|
|
|
|
304.4
|
|
|
|
10.4
|
|
|
|
3.4
|
|
|
|
(6.8
|
)
|
Austria
|
|
|
178.8
|
|
|
|
180.0
|
|
|
|
(1.2
|
)
|
|
|
(0.7
|
)
|
|
|
(7.4
|
)
|
Ireland
|
|
|
168.6
|
|
|
|
156.2
|
|
|
|
12.4
|
|
|
|
7.9
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
1,024.4
|
|
|
|
1,003.4
|
|
|
|
21.0
|
|
|
|
2.1
|
|
|
|
(5.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
148.4
|
|
|
|
137.7
|
|
|
|
10.7
|
|
|
|
7.8
|
|
|
|
(0.1
|
)
|
Other Central and Eastern Europe
|
|
|
341.3
|
|
|
|
295.9
|
|
|
|
45.4
|
|
|
|
15.3
|
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
489.7
|
|
|
|
433.6
|
|
|
|
56.1
|
|
|
|
12.9
|
|
|
|
3.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
62.5
|
|
|
|
80.7
|
|
|
|
(18.2
|
)
|
|
|
(22.6
|
)
|
|
|
(27.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
1,576.6
|
|
|
|
1,517.7
|
|
|
|
58.9
|
|
|
|
3.9
|
|
|
|
(4.3
|
)
|
Telenet (Belgium)
|
|
|
542.9
|
|
|
|
486.4
|
|
|
|
56.5
|
|
|
|
11.6
|
|
|
|
4.7
|
|
J:COM (Japan)
|
|
|
1,086.1
|
|
|
|
890.2
|
|
|
|
195.9
|
|
|
|
22.0
|
|
|
|
7.0
|
|
VTR (Chile)
|
|
|
297.3
|
|
|
|
272.6
|
|
|
|
24.7
|
|
|
|
9.1
|
|
|
|
8.5
|
|
Corporate and other
|
|
|
678.6
|
|
|
|
624.6
|
|
|
|
54.0
|
|
|
|
8.6
|
|
|
|
5.2
|
|
Intersegment eliminations
|
|
|
(78.8
|
)
|
|
|
(86.5
|
)
|
|
|
7.7
|
|
|
|
8.9
|
|
|
|
14.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses excluding stock-based compensation
expense
|
|
|
4,102.7
|
|
|
|
3,705.0
|
|
|
|
397.7
|
|
|
|
10.7
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
9.7
|
|
|
|
12.2
|
|
|
|
(2.5
|
)
|
|
|
(20.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
4,112.4
|
|
|
$
|
3,717.2
|
|
|
$
|
395.2
|
|
|
|
10.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
General. Operating expenses include
programming, network operations, interconnect, customer
operations, customer care, stock-based compensation expense and
other direct costs. We do not include stock-based compensation
in the following discussion and analysis of the operating
expenses of our reportable segments as stock-based compensation
expense is not included in the performance measures of our
reportable segments. Stock-based compensation expense is
discussed under the Discussion and Analysis of Our
Consolidated Operating Results below. Programming costs,
which represent a significant portion of our operating costs,
are expected to rise in future periods as a result of the
expansion of service offerings and the potential for price
increases. In addition, we are subject to inflationary pressures
with respect to our labor and other costs and foreign currency
exchange risk with respect to costs and expenses that are
denominated in currencies other than the respective functional
currencies of our operating segments. Any cost increases that we
are not able to pass on to our subscribers through service rate
increases would result in increased pressure on our operating
margins. For additional information concerning our foreign
currency exchange risks see Quantitative and Qualitative
Disclosures about Market Risk Foreign Currency Risk
below.
UPC Broadband Division. The UPC Broadband
Divisions operating expenses (exclusive of stock-based
compensation expense) increased $58.9 million or 3.9%
during 2008, as compared to 2007. This increase includes
II-17
$12.6 million attributable to the impact of acquisitions.
Excluding the effects of acquisitions and foreign currency
exchange rate fluctuations, the UPC Broadband Divisions
operating expenses decreased $77.9 million or 5.1%. This
decrease includes the following factors:
|
|
|
|
|
A decrease in interconnect and access costs of
$28.2 million or 11.4%, due primarily to (i) lower
interconnect and access rates in Austria, Switzerland and the
Netherlands, (ii) lower B2B volume in the Netherlands,
(iii) decreased telephony usage in Austria and
(iv) reductions in interconnect tariffs in Switzerland that
were imposed by a regulatory authority during the fourth quarter
of 2008. These tariff reductions, which were retroactive to
January 1, 2007, resulted in decreases in interconnect
expense of $1.3 million for the year ended
December 31, 2008 and $2.8 million for the fourth
quarter of 2008, each as compared to the corresponding prior
year period;
|
|
|
|
Decreases in personnel costs of $17.5 million or 5.8%, due
largely to (i) decreased staffing levels, particularly in
(a) the Netherlands, in connection with the integration of
certain components of the Netherlands operations,
(b) Switzerland and Austria, in connection with the
increased usage of third parties to manage excess call volume
and (c) Romania, in connection with certain restructuring
activities, and (ii) increases in personnel and related
costs allocable to capital activities, such as the installation
of customer premise equipment for digital cable services;
|
|
|
|
A decrease in network related expenses of $10.2 million or
6.4%, primarily due to (i) cost containment efforts in
Switzerland and the Netherlands and (ii) a
$2.8 million energy tax credit received by the Netherlands
during the fourth quarter of 2008;
|
|
|
|
A decrease in management fees of $8.8 million, primarily
due to the renegotiation of an agreement with the minority
interest owner of one of our operating subsidiaries in Austria;
|
|
|
|
An increase in outsourced labor and consulting fees of
$7.8 million or 7.0%, associated with the use of third
parties to manage excess call center volume, primarily in
Switzerland, Austria and the Czech Republic. This increase,
which was due in part to growth in digital cable services, was
partially offset by a decrease in Ireland associated with higher
costs during 2007 related to a billing system conversion and the
integration of certain call center operations;
|
|
|
|
An increase in programming and related costs of
$5.2 million or 1.6%, primarily due to growth in digital
cable services, predominantly in the Netherlands, Austria and
Switzerland. These increases were partially offset by decreases
in programming and related costs as a result of lower analog
cable RGUs in Romania, Hungary, the Czech Republic and Ireland;
|
|
|
|
A decrease in bad debt expense of $1.0 million, primarily
due to reductions in bad debt expense in Switzerland, Austria
and to a lesser extent, the Czech Republic, the Netherlands, and
Ireland, due largely to improved credit and collection
procedures. These decreases were largely offset by a
$7.5 million increase in bad debt expense in Romania. In
light of Romanias ongoing efforts to improve credit and
collection policies, we expect Romanias bad debt expense
to decline in 2009; and
|
|
|
|
Individually insignificant net decreases in other operating
expense categories.
|
Telenet (Belgium). Telenets operating
expenses (exclusive of stock-based compensation expense)
increased $56.5 million or 11.6% during 2008, as compared
to 2007. This increase includes $20.0 million attributable
to the impact of acquisitions. Excluding the effects of
acquisitions and foreign currency exchange rate fluctuations,
Telenets operating expenses increased $2.7 million or
0.6%. This increase includes the following factors:
|
|
|
|
|
A decrease in the cost of set-top boxes sold to customers of
$18.4 million or 52.0%, mostly due to Telenets
increased emphasis on the rental, as opposed to the sale, of
set-top boxes;
|
|
|
|
An increase in outsourced labor and consulting fees of
$10.4 million or 33.4%, due primarily to (i) increased
expenses associated with installation and other customer-facing
activities and (ii) the temporary replacement of certain
full time employees with outside contractors;
|
II-18
|
|
|
|
|
An increase in programming and related costs of
$7.3 million or 7.0%, as an increase associated with the
growth in Telenets digital cable services was only
partially offset by a $4.1 million decrease associated with
accrual releases in connection with certain copyright fee
settlements;
|
|
|
|
An increase in call overflow fees of $4.8 million or 22.9%,
primarily due to increases in staffing levels to manage excess
call center volume associated with digital video services;
|
|
|
|
An increase in personnel costs of $2.2 million or 2.4%, as
increases associated with (i) annual wage increases and
(ii) increased severance costs were only partially offset
by decreases associated with (a) increases in personnel and
related costs allocable to capital activities, such as the
installation of customer premise equipment and network upgrades
and (b) reduced staffing levels related to the outsourcing
of certain programming operations; and
|
|
|
|
Individually insignificant net decreases in other operating
expense categories.
|
J:COM (Japan). J:COMs operating expenses
(exclusive of stock-based compensation expense) increased
$195.9 million or 22.0% during 2008, as compared to 2007.
This increase includes $32.3 million attributable to the
impact of acquisitions. Excluding the effects of acquisitions
and foreign currency exchange rate fluctuations, J:COMs
operating expenses increased $30.4 million or 3.4%. This
increase includes the following factors:
|
|
|
|
|
An increase in interconnect and access charges of
$11.2 million or 12.6%, primarily due to a higher number of
broadband internet and telephony subscribers;
|
|
|
|
An increase in programming and related costs of
$8.4 million or 3.4%, as a result of growth in the number
of video RGUs and a higher proportion of subscribers selecting
digital cable over analog cable services; and
|
|
|
|
An increase in personnel costs of $4.1 million or 2.5%,
primarily due to higher staffing levels and annual wage
increases.
|
VTR (Chile). VTRs operating expenses
(exclusive of stock-based compensation expense) increased
$24.7 million or 9.1% during 2008, as compared to 2007.
Excluding the effects of foreign currency exchange rate
fluctuations, VTRs operating expenses increased
$23.3 million or 8.5%. This increase includes the following
factors:
|
|
|
|
|
An increase in programming and related costs of
$12.5 million or 17.3%, due primarily to increases in the
average number of VTRs video RGUs, an increasing
proportion of which consists of digital cable RGUs;
|
|
|
|
An increase in interconnect and access charges of
$8.2 million or 14.7%, due primarily to (i) a higher
volume of traffic associated with increases in VTRs
telephony RGUs and (ii) increased costs associated with
(a) increased usage of broadband internet services, due in
part to speed upgrades that were completed in March 2008 and
November 2008, and (b) an increase in VTRs broadband
internet RGUs;
|
|
|
|
An increase in personnel costs of $3.1 million or 5.9%,
largely due to periodic wage increases, including inflation
adjustments; and
|
|
|
|
An increase in bad debt expense of $1.6 million, as
increases associated with RGU growth and weak economic
conditions in Chile were only partially offset by the second
quarter 2008 reversal of a $3.2 million bad debt reserve in
connection with the settlement of an interconnect fee dispute.
|
II-19
Operating
expenses 2007 compared to 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
Year ended
|
|
|
Increase
|
|
|
(decrease)
|
|
|
|
December 31,
|
|
|
(decrease)
|
|
|
excluding FX
|
|
|
|
2007
|
|
|
2006
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
362.8
|
|
|
$
|
328.2
|
|
|
$
|
34.6
|
|
|
|
10.5
|
|
|
|
1.4
|
|
Switzerland
|
|
|
304.4
|
|
|
|
268.9
|
|
|
|
35.5
|
|
|
|
13.2
|
|
|
|
8.1
|
|
Austria
|
|
|
180.0
|
|
|
|
152.8
|
|
|
|
27.2
|
|
|
|
17.8
|
|
|
|
8.2
|
|
Ireland
|
|
|
156.2
|
|
|
|
136.5
|
|
|
|
19.7
|
|
|
|
14.4
|
|
|
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
1,003.4
|
|
|
|
886.4
|
|
|
|
117.0
|
|
|
|
13.2
|
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
137.7
|
|
|
|
116.8
|
|
|
|
20.9
|
|
|
|
17.9
|
|
|
|
3.0
|
|
Other Central and Eastern Europe
|
|
|
295.9
|
|
|
|
217.8
|
|
|
|
78.1
|
|
|
|
35.9
|
|
|
|
20.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
433.6
|
|
|
|
334.6
|
|
|
|
99.0
|
|
|
|
29.6
|
|
|
|
14.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
80.7
|
|
|
|
77.8
|
|
|
|
2.9
|
|
|
|
3.7
|
|
|
|
(5.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
1,517.7
|
|
|
|
1,298.8
|
|
|
|
218.9
|
|
|
|
16.9
|
|
|
|
6.8
|
|
Telenet (Belgium)
|
|
|
486.4
|
|
|
|
12.8
|
|
|
|
473.6
|
|
|
|
N.M.
|
|
|
|
N.M.
|
|
J:COM (Japan)
|
|
|
890.2
|
|
|
|
788.3
|
|
|
|
101.9
|
|
|
|
12.9
|
|
|
|
14.1
|
|
VTR (Chile)
|
|
|
272.6
|
|
|
|
255.7
|
|
|
|
16.9
|
|
|
|
6.6
|
|
|
|
4.8
|
|
Corporate and other
|
|
|
624.6
|
|
|
|
481.0
|
|
|
|
143.6
|
|
|
|
29.9
|
|
|
|
18.7
|
|
Intersegment eliminations
|
|
|
(86.5
|
)
|
|
|
(71.8
|
)
|
|
|
(14.7
|
)
|
|
|
(20.5
|
)
|
|
|
(9.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses excluding stock-based compensation
expense
|
|
|
3,705.0
|
|
|
|
2,764.8
|
|
|
|
940.2
|
|
|
|
34.0
|
|
|
|
26.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
12.2
|
|
|
|
7.0
|
|
|
|
5.2
|
|
|
|
74.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
3,717.2
|
|
|
$
|
2,771.8
|
|
|
$
|
945.4
|
|
|
|
34.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N.M. Not Meaningful.
UPC Broadband Division. The UPC Broadband
Divisions operating expenses (exclusive of stock-based
compensation expense) increased $218.9 million or 16.9%
during 2007, as compared to 2006. This increase includes a
$34.5 million increase attributable to the impact of
acquisitions. Excluding the effects of acquisitions and foreign
currency exchange rate fluctuations, the UPC Broadband
Divisions operating expenses increased $54.3 million
or 4.2%, primarily due to the net effect of the following
factors:
|
|
|
|
|
An increase in outsourced labor and consulting fees of
$16.6 million or 20.4% during 2007, due primarily to
(i) the use of third parties to manage excess call center
volume associated with growth in digital cable, broadband
internet and VoIP telephony services, primarily in Switzerland
and Ireland, and (ii) increased costs related to network
maintenance and upgrade activity in Ireland;
|
|
|
|
An increase in programming and related costs of
$16.1 million or 6.0% during 2007, primarily due to an
increase in costs for content and interactive digital services
related to subscriber growth on the digital platform, primarily
in the Netherlands;
|
|
|
|
An increase in interconnect costs of $14.2 million or 5.0%
during 2007, primarily due to growth in telephony subscribers in
the Netherlands;
|
|
|
|
A decrease in personnel costs of $14.1 million or 4.9%
during 2007, largely due to decreased headcount in (i) the
Netherlands, primarily due to the integration of the
Netherlands B2B and broadband communications
|
II-20
|
|
|
|
|
operations, and (ii) Switzerland, primarily due to
increased usage of third parties to manage excess call volume.
These decreases were partially offset by an increase in
personnel costs in our customer care centers, primarily in
Austria, Poland and Romania;
|
|
|
|
|
|
An increase in bad debt expense of $10.9 million or 24.4%
during 2007, due primarily to (i) an increase in
uncollectible accounts and collection costs in Romania and
(ii) higher revenue in 2007, as compared to 2006. The
increase in Romania is due in part to higher levels of
subscriber disconnects resulting from increased competition.
These increases are partially offset by lower bad debt expense
in Austria, primarily due to improved collection
efforts; and
|
|
|
|
An $8.0 million increase (including a $7.4 million
increase during the fourth quarter of 2007) resulting
primarily from the Netherlands release of accruals during
2006 in connection with the resolution of certain operational
contingencies.
|
J:COM (Japan). J:COMs operating expenses
(exclusive of stock-based compensation expense) increased
$101.9 million or 12.9%, during 2007, as compared to 2006.
This increase includes a $66.6 million increase
attributable to the impact of acquisitions. Excluding the
effects of acquisitions and foreign currency exchange rate
fluctuations, J:COMs operating expenses increased
$44.5 million or 5.6%. This increase, which is primarily
attributable to growth in J:COMs subscriber base, includes
the following factors:
|
|
|
|
|
An increase in programming and related costs of
$22.4 million or 9.9% as a result of growth in the number
of video RGUs and a higher proportion of subscribers selecting
digital cable over analog cable services;
|
|
|
|
An increase in personnel costs of $11.4 million or 7.6%; and
|
|
|
|
Individually insignificant net increases in other operating
expense categories.
|
VTR (Chile). VTRs operating expenses
(exclusive of stock-based compensation expense) increased
$16.9 million or 6.6%, during 2007, as compared to 2006.
Excluding the effects of foreign currency exchange rate
fluctuations, VTRs operating expenses increased
$12.3 million or 4.8%. This increase, which is due largely
to the increased scope of VTRs business, is primarily
attributable to (i) a $5.0 million or 18.4% increase
in technical services and network maintenance costs and
(ii) a $4.8 million or 7.2% increase in programming
and related costs.
II-21
SG&A
Expenses of our Reportable Segments
SG&A
expenses 2008 compared to 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
Year ended
|
|
|
Increase
|
|
|
(decrease)
|
|
|
|
December 31,
|
|
|
(decrease)
|
|
|
excluding FX
|
|
|
|
2008
|
|
|
2007
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
137.5
|
|
|
$
|
141.3
|
|
|
$
|
(3.8
|
)
|
|
|
(2.7
|
)
|
|
|
(9.8
|
)
|
Switzerland
|
|
|
160.4
|
|
|
|
150.2
|
|
|
|
10.2
|
|
|
|
6.8
|
|
|
|
(3.8
|
)
|
Austria
|
|
|
86.5
|
|
|
|
85.6
|
|
|
|
0.9
|
|
|
|
1.1
|
|
|
|
(5.2
|
)
|
Ireland
|
|
|
44.2
|
|
|
|
46.3
|
|
|
|
(2.1
|
)
|
|
|
(4.5
|
)
|
|
|
(12.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
428.6
|
|
|
|
423.4
|
|
|
|
5.2
|
|
|
|
1.2
|
|
|
|
(7.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
45.8
|
|
|
|
49.5
|
|
|
|
(3.7
|
)
|
|
|
(7.5
|
)
|
|
|
(13.6
|
)
|
Other Central and Eastern Europe
|
|
|
117.9
|
|
|
|
106.2
|
|
|
|
11.7
|
|
|
|
11.0
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
163.7
|
|
|
|
155.7
|
|
|
|
8.0
|
|
|
|
5.1
|
|
|
|
(3.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
183.0
|
|
|
|
168.2
|
|
|
|
14.8
|
|
|
|
8.8
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
775.3
|
|
|
|
747.3
|
|
|
|
28.0
|
|
|
|
3.7
|
|
|
|
(4.4
|
)
|
Telenet (Belgium)
|
|
|
239.5
|
|
|
|
207.8
|
|
|
|
31.7
|
|
|
|
15.3
|
|
|
|
8.1
|
|
J:COM (Japan)
|
|
|
577.1
|
|
|
|
447.7
|
|
|
|
129.4
|
|
|
|
28.9
|
|
|
|
13.0
|
|
VTR (Chile)
|
|
|
121.1
|
|
|
|
113.1
|
|
|
|
8.0
|
|
|
|
7.1
|
|
|
|
4.8
|
|
Corporate and other
|
|
|
218.4
|
|
|
|
215.3
|
|
|
|
3.1
|
|
|
|
1.4
|
|
|
|
(0.6
|
)
|
Inter-segment eliminations
|
|
|
(6.1
|
)
|
|
|
(0.7
|
)
|
|
|
(5.4
|
)
|
|
|
N.M.
|
|
|
|
N.M.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total SG&A expenses excluding stock-based compensation
expense
|
|
|
1,925.3
|
|
|
|
1,730.5
|
|
|
|
194.8
|
|
|
|
11.3
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
143.8
|
|
|
|
181.2
|
|
|
|
(37.4
|
)
|
|
|
(20.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
2,069.1
|
|
|
$
|
1,911.7
|
|
|
$
|
157.4
|
|
|
|
8.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N.M. Not Meaningful.
General. SG&A expenses include human
resources, information technology, general services, management,
finance, legal and marketing costs, stock-based compensation and
other general expenses. We do not include stock-based
compensation in the following discussion and analysis of the
SG&A expenses of our reportable segments as stock-based
compensation expense is not included in the performance measures
of our reportable segments. Stock-based compensation expense is
discussed under the Discussion and Analysis of Our
Consolidated Operating Results below. As noted under
Operating Expenses above, we are subject to inflationary
pressures with respect to our labor and other costs and foreign
currency exchange risk with respect to costs and expenses that
are denominated in currencies other than the respective
functional currencies of our operating segments. For additional
information concerning our foreign currency exchange risks see
Quantitative and Qualitative Disclosures about Market
Risk Foreign Currency Risk below.
UPC Broadband Division. The UPC Broadband
Divisions SG&A expenses (exclusive of stock-based
compensation expense) increased $28.0 million or 3.7%
during 2008, as compared to 2007. This increase includes
$4.3 million attributable to the impact of acquisitions.
Excluding the effects of acquisitions and foreign currency
exchange rate fluctuations, the UPC Broadband Divisions
SG&A expenses decreased $36.9 million or 4.9%. This
decrease includes the following factors:
|
|
|
|
|
A decrease in sales and marketing costs of $17.1 million or
8.6%, due primarily to decreases related to (i) the
Netherlands continued emphasis during the 2008 periods on
more efficient marketing strategies, (ii) cost
|
II-22
|
|
|
|
|
containment efforts in Hungary and Austria and
(iii) decreased costs due to a UPC rebranding campaign
during 2007. These decreases were partially offset by
(i) an increase in the costs incurred in Poland to support
the launch of digital cable services and (ii) an increase
associated with the impact of a favorable first quarter 2007
settlement related to number porting charges in Switzerland;
|
|
|
|
|
|
A decrease in outsourced labor and professional fees of
$12.0 million or 17.1%, due primarily to decreases in
certain central and corporate costs and certain costs incurred
in the Netherlands, Ireland, Switzerland and Romania;
|
|
|
|
A decrease in personnel costs of $4.7 million or 1.5%, as
increases in personnel and related costs allocable to capital
activities, such as the installation of billing and support
systems were only partially offset by the impacts of increases
in staffing levels and annual wage increases; and
|
|
|
|
A $4.3 million decrease associated with Cablecoms
favorable settlement of a value added tax contingency during the
fourth quarter of 2008.
|
Telenet (Belgium). Telenets SG&A
expenses (exclusive of stock-based compensation expense)
increased $31.7 million or 15.3% during 2008, as compared
to 2007. This increase includes $3.3 million attributable
to the impact of acquisitions. Excluding the effects of
acquisitions and foreign currency exchange rate fluctuations,
Telenets SG&A expenses increased $13.5 million
or 6.5%. This increase includes the followings factors:
|
|
|
|
|
An increase in outsourced labor and professional fees of
$6.0 million or 26.8%, primarily related to certain
information technology projects and strategic initiatives
performed during 2008;
|
|
|
|
An increase in personnel costs of $4.8 million or 6.1%, as
the impacts of (i) annual wage increases and (ii) a
$4.3 million increase in severance costs were only
partially offset by decreased costs associated with reduced
staffing levels;
|
|
|
|
An increase in sales and marketing costs of $6.3 million or
8.0%, primarily due to increased sales commissions; and
|
|
|
|
Individually insignificant net decreases in other SG&A
expense categories.
|
J:COM (Japan). J:COMs SG&A expenses
(exclusive of stock-based compensation expense) increased
$129.4 million or 28.9% during 2008, as compared to 2007.
This increase includes $36.1 million attributable to the
impact of acquisitions. Excluding the effects of acquisitions
and foreign currency exchange rate fluctuations, J:COMs
SG&A expenses increased $22.1 million or 4.9%. This
increase includes (i) an increase in personnel costs of
$17.7 million or 5.5% that is due primarily to higher
staffing levels and annual wage increases and
(ii) individually insignificant net increases in other
SG&A expense categories.
VTR (Chile). VTRs SG&A expenses
(exclusive of stock-based compensation expense) increased
$8.0 million or 7.1% during 2008, as compared to 2007.
Excluding the effects of foreign currency exchange rate
fluctuations, VTRs SG&A expenses increased
$5.4 million or 4.8%. This increase includes (i) an
increase in legal fees of $1.6 million, due primarily to
the second quarter 2008 settlement of an interconnect fee
dispute, (ii) an increase in personnel costs of
$1.2 million or 3.1%, largely due to periodic wage
increases, including inflation adjustments, and
(iii) increases in utility costs and other individually
insignificant net increases in other expense categories.
II-23
SG&A
expenses 2007 compared to 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
Year ended
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
|
December 31,
|
|
|
Increase (decrease)
|
|
|
excluding FX
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
141.3
|
|
|
$
|
143.8
|
|
|
$
|
(2.5
|
)
|
|
|
(1.7
|
)
|
|
|
(9.8
|
)
|
|
|
|
|
Switzerland
|
|
|
150.2
|
|
|
|
149.2
|
|
|
|
1.0
|
|
|
|
0.7
|
|
|
|
(3.9
|
)
|
|
|
|
|
Austria
|
|
|
85.6
|
|
|
|
71.5
|
|
|
|
14.1
|
|
|
|
19.7
|
|
|
|
9.5
|
|
|
|
|
|
Ireland
|
|
|
46.3
|
|
|
|
46.2
|
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
(7.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
423.4
|
|
|
|
410.7
|
|
|
|
12.7
|
|
|
|
3.1
|
|
|
|
(4.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
49.5
|
|
|
|
45.0
|
|
|
|
4.5
|
|
|
|
10.0
|
|
|
|
(3.8
|
)
|
|
|
|
|
Other Central and Eastern Europe
|
|
|
106.2
|
|
|
|
91.8
|
|
|
|
14.4
|
|
|
|
15.7
|
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
155.7
|
|
|
|
136.8
|
|
|
|
18.9
|
|
|
|
13.8
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
168.2
|
|
|
|
146.3
|
|
|
|
21.9
|
|
|
|
15.0
|
|
|
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
747.3
|
|
|
|
693.8
|
|
|
|
53.5
|
|
|
|
7.7
|
|
|
|
(1.1
|
)
|
|
|
|
|
Telenet (Belgium)
|
|
|
207.8
|
|
|
|
6.9
|
|
|
|
200.9
|
|
|
|
N.M.
|
|
|
|
N.M.
|
|
|
|
|
|
J:COM (Japan)
|
|
|
447.7
|
|
|
|
375.8
|
|
|
|
71.9
|
|
|
|
19.1
|
|
|
|
20.3
|
|
|
|
|
|
VTR (Chile)
|
|
|
113.1
|
|
|
|
104.7
|
|
|
|
8.4
|
|
|
|
8.0
|
|
|
|
6.2
|
|
|
|
|
|
Corporate and other
|
|
|
215.3
|
|
|
|
201.0
|
|
|
|
14.3
|
|
|
|
7.1
|
|
|
|
2.0
|
|
|
|
|
|
Inter-segment eliminations
|
|
|
(0.7
|
)
|
|
|
0.7
|
|
|
|
(1.4
|
)
|
|
|
N.M.
|
|
|
|
N.M.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total SG&A expenses excluding stock-based compensation
expense
|
|
|
1,730.5
|
|
|
|
1,382.9
|
|
|
|
347.6
|
|
|
|
25.1
|
|
|
|
19.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
181.2
|
|
|
|
63.0
|
|
|
|
118.2
|
|
|
|
187.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
1,911.7
|
|
|
$
|
1,445.9
|
|
|
$
|
465.8
|
|
|
|
32.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N.M. Not Meaningful.
UPC Broadband Division. The UPC Broadband
Divisions SG&A expenses (exclusive of stock-based
compensation expense) increased $53.5 million or 7.7%,
during 2007 as compared to 2006. This increase includes
$21.3 million attributable to the impact of acquisitions.
Excluding the effects of acquisitions and foreign currency
exchange rate fluctuations, the UPC Broadband Divisions
SG&A expenses decreased $29.0 million or 4.2%. The
decrease in the UPC Broadband Divisions SG&A expenses
primarily is attributable to the following factors:
|
|
|
|
|
A decrease in personnel costs of $14.6 million or 5.0%
during 2007, due to lower staffing levels, primarily due to the
integration of certain components of our operations within the
Czech Republic, the Netherlands and Ireland;
|
|
|
|
A decrease in sales and marketing expenses of $5.1 million
or 2.9% during 2007, primarily related to (i) lower costs
incurred in connection with the Netherlands digital migration
efforts, primarily due to an emphasis on more selective
marketing strategies, (ii) a decrease in sales and
marketing costs in Hungary, primarily due to cost containment
efforts, and (iii) a decrease associated with the impact of
a favorable first quarter 2007 settlement related to number
porting charges in Switzerland. These decreases were partially
offset by increased sales and marketing expenses in Ireland,
Romania and Austria, primarily due to competitive
factors; and
|
|
|
|
A decrease in outsourced labor and consulting costs of
$4.9 million or 23.5% during 2007, primarily due to
professional fees incurred in Switzerland during 2006 related to
integration activities subsequent to the acquisition of Cablecom.
|
II-24
J:COM (Japan). J:COMs SG&A expenses
(exclusive of stock-based compensation expense) increased
$71.9 million or 19.1% during 2007, as compared to 2006.
This increase includes $57.2 million attributable to the
impact of acquisitions. Excluding the effects of acquisitions
and foreign currency exchange rate fluctuations, J:COMs
SG&A expenses increased $18.9 million or 5.0%. This
increase primarily is attributable to an increase in personnel
costs of $16.2 million or 5.8% associated with higher
staffing levels and annual wage increases.
VTR (Chile). VTRs SG&A expenses
(exclusive of stock-based compensation expense) increased
$8.4 million or 8.0% during 2007, as compared to 2006.
Excluding the effects of foreign currency exchange rate
fluctuations, VTRs SG&A expenses increased
$6.5 million or 6.2%. This increase, which is due largely
to the increased scope of VTRs business, is primarily
attributable to an increase in labor and related costs
(including consulting and outsourced labor) of $4.2 million
or 12.6%.
Operating
Cash Flow of our Reportable Segments
Operating cash flow is the primary measure used by our chief
operating decision maker to evaluate segment operating
performance and to decide how to allocate resources to segments.
As we use the term, operating cash flow is defined as revenue
less operating and SG&A expenses (excluding stock-based
compensation, depreciation and amortization, provisions for
litigation, and impairment, restructuring and other operating
charges or credits). For additional information concerning this
performance measure and for a reconciliation of total segment
operating cash flow to our consolidated earnings (loss) before
income taxes, minority interests and discontinued operations,
see note 21 to our consolidated financial statements.
Operating
Cash Flow 2008 compared to 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
|
|
Increase
|
|
|
|
December 31,
|
|
|
Increase
|
|
|
excluding FX
|
|
|
|
2008
|
|
|
2007
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
681.4
|
|
|
$
|
556.5
|
|
|
$
|
124.9
|
|
|
|
22.4
|
|
|
|
14.6
|
|
Switzerland
|
|
|
541.8
|
|
|
|
419.3
|
|
|
|
122.5
|
|
|
|
29.2
|
|
|
|
16.5
|
|
Austria
|
|
|
272.7
|
|
|
|
237.5
|
|
|
|
35.2
|
|
|
|
14.8
|
|
|
|
6.6
|
|
Ireland
|
|
|
143.0
|
|
|
|
104.7
|
|
|
|
38.3
|
|
|
|
36.6
|
|
|
|
28.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
1,638.9
|
|
|
|
1,318.0
|
|
|
|
320.9
|
|
|
|
24.3
|
|
|
|
14.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
211.7
|
|
|
|
189.9
|
|
|
|
21.8
|
|
|
|
11.5
|
|
|
|
3.9
|
|
Other Central and Eastern Europe
|
|
|
490.7
|
|
|
|
404.0
|
|
|
|
86.7
|
|
|
|
21.5
|
|
|
|
7.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
702.4
|
|
|
|
593.9
|
|
|
|
108.5
|
|
|
|
18.3
|
|
|
|
6.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
(235.0
|
)
|
|
|
(237.8
|
)
|
|
|
2.8
|
|
|
|
1.2
|
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
2,106.3
|
|
|
|
1,674.1
|
|
|
|
432.2
|
|
|
|
25.8
|
|
|
|
15.0
|
|
Telenet (Belgium)
|
|
|
726.6
|
|
|
|
597.1
|
|
|
|
129.5
|
|
|
|
21.7
|
|
|
|
13.7
|
|
J:COM (Japan)
|
|
|
1,191.0
|
|
|
|
911.6
|
|
|
|
279.4
|
|
|
|
30.6
|
|
|
|
14.5
|
|
VTR (Chile)
|
|
|
295.5
|
|
|
|
249.2
|
|
|
|
46.3
|
|
|
|
18.6
|
|
|
|
17.9
|
|
Corporate and other
|
|
|
213.7
|
|
|
|
135.8
|
|
|
|
77.9
|
|
|
|
57.4
|
|
|
|
52.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,533.1
|
|
|
$
|
3,567.8
|
|
|
$
|
965.3
|
|
|
|
27.1
|
|
|
|
16.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-25
Operating
Cash Flow 2007 compared to 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
Year ended
|
|
|
|
|
|
(decrease)
|
|
|
|
December 31,
|
|
|
Increase (decrease)
|
|
|
excluding FX
|
|
|
|
2007
|
|
|
2006
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
556.5
|
|
|
$
|
451.9
|
|
|
$
|
104.6
|
|
|
|
23.1
|
|
|
|
12.7
|
|
Switzerland
|
|
|
419.3
|
|
|
|
353.7
|
|
|
|
65.6
|
|
|
|
18.5
|
|
|
|
13.6
|
|
Austria
|
|
|
237.5
|
|
|
|
195.7
|
|
|
|
41.8
|
|
|
|
21.4
|
|
|
|
11.4
|
|
Ireland
|
|
|
104.7
|
|
|
|
79.9
|
|
|
|
24.8
|
|
|
|
31.0
|
|
|
|
19.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
1,318.0
|
|
|
|
1,081.2
|
|
|
|
236.8
|
|
|
|
21.9
|
|
|
|
13.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
189.9
|
|
|
|
145.3
|
|
|
|
44.6
|
|
|
|
30.7
|
|
|
|
14.5
|
|
Other Central and Eastern Europe
|
|
|
404.0
|
|
|
|
264.4
|
|
|
|
139.6
|
|
|
|
52.8
|
|
|
|
34.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
593.9
|
|
|
|
409.7
|
|
|
|
184.2
|
|
|
|
45.0
|
|
|
|
27.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
(237.8
|
)
|
|
|
(206.2
|
)
|
|
|
(31.6
|
)
|
|
|
(15.3
|
)
|
|
|
(5.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
1,674.1
|
|
|
|
1,284.7
|
|
|
|
389.4
|
|
|
|
30.3
|
|
|
|
19.1
|
|
Telenet (Belgium)
|
|
|
597.1
|
|
|
|
24.1
|
|
|
|
573.0
|
|
|
|
N.M.
|
|
|
|
N.M.
|
|
J:COM (Japan)
|
|
|
911.6
|
|
|
|
738.6
|
|
|
|
173.0
|
|
|
|
23.4
|
|
|
|
24.7
|
|
VTR (Chile)
|
|
|
249.2
|
|
|
|
198.5
|
|
|
|
50.7
|
|
|
|
25.5
|
|
|
|
23.3
|
|
Corporate and other
|
|
|
135.8
|
|
|
|
90.3
|
|
|
|
45.5
|
|
|
|
50.4
|
|
|
|
31.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,567.8
|
|
|
$
|
2,336.2
|
|
|
$
|
1,231.6
|
|
|
|
52.7
|
|
|
|
43.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N.M. Not Meaningful
Operating
Cash Flow Margin 2008, 2007 and 2006
The following table sets forth the operating cash flow margins
of our reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
%
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
|
57.7
|
|
|
|
52.5
|
|
|
|
48.9
|
|
Switzerland
|
|
|
53.3
|
|
|
|
48.0
|
|
|
|
45.8
|
|
Austria
|
|
|
50.7
|
|
|
|
47.2
|
|
|
|
46.6
|
|
Ireland
|
|
|
40.2
|
|
|
|
34.1
|
|
|
|
30.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
53.0
|
|
|
|
48.0
|
|
|
|
45.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
52.2
|
|
|
|
50.4
|
|
|
|
47.3
|
|
Other Central and Eastern Europe
|
|
|
51.7
|
|
|
|
50.1
|
|
|
|
46.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
51.8
|
|
|
|
50.2
|
|
|
|
46.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division, including central and corporate
costs
|
|
|
47.2
|
|
|
|
42.5
|
|
|
|
39.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telenet (Belgium)
|
|
|
48.2
|
|
|
|
46.2
|
|
|
|
55.0
|
|
J:COM (Japan)
|
|
|
41.7
|
|
|
|
40.5
|
|
|
|
38.8
|
|
VTR (Chile)
|
|
|
41.4
|
|
|
|
39.3
|
|
|
|
35.5
|
|
II-26
The improvement in the operating cash flow margins of our
reportable segments during 2008 and 2007 is generally
attributable to improved operational leverage resulting from the
combined impact of revenue growth, cost containment efforts and
synergies and cost savings resulting from the continued
integration of acquisitions. The decrease in the operating cash
flow margin of our Telenet (Belgium) segment during 2007 is due
to the fact that 2006 does not include the results of Telenet.
For additional discussion of the factors contributing to the
changes in the operating cash flow margins of our reportable
segments, see the above analyses of the revenue, operating
expenses and SG&A expenses of our reportable segments. As
compared to 2008, we currently expect that (i) the
operating cash flow margins of the UPC Broadband Division and
J:COM will improve slightly during 2009 and (ii) the 2009
operating cash flow margins of Telenet and VTR will remain
relatively constant. As discussed under Overview and
Revenue of our Reportable Segments Revenue
and Operating Expenses above, we are
experiencing significant competition and weak economies in our
broadband communications markets. Sustained or increased
competition, particularly in combination with a continuation or
worsening of the current economic conditions, could adversely
affect our ability to maintain or improve the operating cash
flow margins of our reportable segments. No assurance can be
given that the actual 2009 operating cash flow margins achieved
by our reportable segments will not vary from our current
expectations.
Discussion
and Analysis of our Consolidated Operating Results
General
For more detailed explanations of the changes in our revenue,
operating expenses and SG&A expenses, see the Discussion
and Analysis of Reportable Segments that appears above. For
information concerning our foreign currency exchange risks, see
Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk below.
2008
compared to 2007
Revenue
Our revenue by major category is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
|
|
|
|
excluding
|
|
|
|
Year ended
|
|
|
|
|
|
Increase
|
|
|
acquisitions
|
|
|
|
December 31,
|
|
|
Increase
|
|
|
excluding FX
|
|
|
and FX
|
|
|
|
2008
|
|
|
2007
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription revenue (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Video
|
|
$
|
4,953.4
|
|
|
$
|
4,331.8
|
|
|
$
|
621.6
|
|
|
|
14.3
|
|
|
|
5.7
|
|
|
|
3.8
|
|
Broadband internet
|
|
|
2,497.0
|
|
|
|
2,066.9
|
|
|
|
430.1
|
|
|
|
20.8
|
|
|
|
10.9
|
|
|
|
9.8
|
|
Telephony
|
|
|
1,402.4
|
|
|
|
1,166.0
|
|
|
|
236.4
|
|
|
|
20.3
|
|
|
|
10.8
|
|
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total subscription revenue
|
|
|
8,852.8
|
|
|
|
7,564.7
|
|
|
|
1,288.1
|
|
|
|
17.0
|
|
|
|
7.9
|
|
|
|
6.4
|
|
Other revenue (b)
|
|
|
1,793.2
|
|
|
|
1,525.8
|
|
|
|
267.4
|
|
|
|
17.5
|
|
|
|
7.2
|
|
|
|
1.6
|
|
Intersegment eliminations
|
|
|
(84.9
|
)
|
|
|
(87.2
|
)
|
|
|
2.3
|
|
|
|
2.6
|
|
|
|
9.0
|
|
|
|
9.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
10,561.1
|
|
|
$
|
9,003.3
|
|
|
$
|
1,557.8
|
|
|
|
17.3
|
|
|
|
7.9
|
|
|
|
5.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Subscription revenue includes amounts received from subscribers
for ongoing services, excluding installation fees, late fees and
mobile telephony revenue. Subscription revenue from subscribers
who purchase bundled services at a discounted rate is generally
allocated proportionally to each service based on the individual
services price on a stand-alone basis. However, due to
regulatory and other constraints, the methodology used to
allocate bundling discounts may vary somewhat between our
broadband communications operating segments. |
|
(b) |
|
Other revenue includes non-subscription revenue (including B2B
and installation revenue) and programming revenue. |
II-27
Our consolidated revenue increased $1,557.8 million during
2008, as compared to 2007. This increase includes
$197.0 million attributable to the impact of acquisitions.
Excluding the effects of acquisitions and foreign currency
exchange rate fluctuations, total consolidated revenue increased
$515.6 million or 5.7%.
Excluding the effects of acquisitions and foreign currency
exchange rate fluctuations, our consolidated subscription
revenue increased $483.8 million or 6.4% during 2008, as
compared to 2007. This increase is attributable to (i) a
$202.1 million or 9.8% increase in subscription revenue
from broadband internet services, as the impact of an increase
in the average number of broadband internet RGUs was only
partially offset by lower ARPU from broadband internet services,
(ii) a $163.3 million or 3.8% increase in subscription
revenue from video services, as the impact of higher ARPU from
video services was only partially offset by a decline in the
average number of video RGUs, and (iii) a
$118.4 million or 10.2% increase in subscription revenue
from telephony services, as the impact of an increase in the
average number of telephony RGUs was only partially offset by
lower ARPU from telephony services.
Excluding the effects of acquisitions and foreign currency
exchange rate fluctuations, our consolidated other revenue
increased $24.0 million, or 1.6%, during 2008, as compared
to 2007. This increase is primarily attributable to an increase
in programming revenue that was only partially offset by lower
installation revenue.
For additional information concerning the changes in our
subscription and other revenue, see Discussion and Analysis
of Reportable Segments Revenue 2008
compared to 2007 above. For information regarding the
competitive environment in certain of our markets, see
Overview and Discussion and Analysis of our Reportable
Segments above.
Operating
expenses
Our consolidated operating expenses increased
$395.2 million during 2008, as compared to 2007. This
increase includes $73.5 million attributable to the impact
of acquisitions. Our operating expenses include stock-based
compensation expense, which decreased $2.5 million during
2008. For additional information, see the discussion following
SG&A expenses below. Excluding the effects of
acquisitions, foreign currency exchange rate fluctuations and
stock-based compensation expense, total consolidated operating
expenses increased $15.1 million or 0.4% during 2008, as
compared to 2007. As discussed in more detail under
Discussion and Analysis of Reportable Segments
Operating Expenses 2008 compared to 2007 above,
this increase generally reflects the net impact of
(i) increases in programming and other direct costs,
(ii) net increases in outsourced labor and consulting fees,
(iii) net decreases in interconnect and access charges,
(iv) net decreases in network related expenses and
(v) less significant net decreases in other operating
expense categories.
SG&A
expenses
Our consolidated SG&A expenses increased
$157.4 million during 2008, as compared to 2007. This
increase includes a $44.5 million increase that is
attributable to the impact of acquisitions. Our SG&A
expenses include stock-based compensation expense, which
decreased $37.4 million during 2008. For additional
information, see the discussion in the following paragraph.
Excluding the effects of acquisitions, foreign currency exchange
rate fluctuations and stock-based compensation expense, total
consolidated SG&A expenses decreased $3.1 million or
0.2% during 2008, as compared to 2007. As discussed in more
detail under Discussion and Analysis of our Reportable
Segments SG&A Expenses above, this decrease
generally reflects the net impact of (i) net increases in
labor costs, (ii) net decreases in sales and marketing
costs and (iii) less significant net decreases in other
SG&A expense categories.
II-28
Stock-based
compensation expense (included in operating and SG&A
expenses)
We record stock-based compensation that is associated with LGI
shares and the shares of certain of our subsidiaries. A summary
of the aggregate stock-based compensation expense that is
included in our operating and SG&A expenses is set forth
below:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
LGI Series A, Series B and Series C common stock:
|
|
|
|
|
|
|
|
|
LGI performance plans
|
|
$
|
94.4
|
|
|
$
|
108.2
|
|
Stock options, SARs, restricted stock and restricted stock units
|
|
|
44.0
|
|
|
|
47.3
|
|
|
|
|
|
|
|
|
|
|
Total LGI common stock
|
|
|
138.4
|
|
|
|
155.5
|
|
Restricted Shares of LGI and Zonemedia (a)
|
|
|
|
|
|
|
16.2
|
|
Austar Performance Plan (b)
|
|
|
16.0
|
|
|
|
9.5
|
|
Other
|
|
|
(0.9
|
)
|
|
|
12.2
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
153.5
|
|
|
$
|
193.4
|
|
|
|
|
|
|
|
|
|
|
Included in:
|
|
|
|
|
|
|
|
|
Operating expense
|
|
$
|
9.7
|
|
|
$
|
12.2
|
|
SG&A expense
|
|
|
143.8
|
|
|
|
181.2
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
153.5
|
|
|
$
|
193.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
These restricted shares were issued in connection with our
January 2005 acquisition of Zonemedia. The 2007 amount includes
stock-based compensation related to restricted shares of
Zonemedia and LGI stock held by certain Zonemedia employees of
$16.2 million, of which $12.8 million was recognized
on an accelerated basis in connection with the third quarter
2007 execution of certain agreements between a subsidiary of
Chellomedia and the holders of these restricted shares. No
further compensation expense will be recognized in connection
with these restricted stock awards. |
|
(b) |
|
Austar began recording stock-based compensation under its
performance-based incentive plan on May 2, 2007. |
For additional information concerning our stock-based
compensation, see note 14 to our consolidated financial
statements.
Depreciation
and amortization expense
Our consolidated depreciation and amortization expense increased
$364.6 million during 2008, as compared to 2007. Excluding
the effect of foreign currency exchange rate fluctuations,
depreciation and amortization expense increased
$140.3 million or 5.6%. This increase is due primarily to
the net effect of (i) increases associated with capital
expenditures related to the installation of customer premise
equipment, the expansion and upgrade of our networks and other
capital initiatives, (ii) increases associated with
acquisitions and (iii) decreases associated with certain
assets of J:COM, Cablecom and VTR becoming fully depreciated.
Provisions
for litigation
We recorded provisions for litigation of
(i) $146.0 million during the third quarter of 2007,
representing our estimate of the loss that we may incur upon the
ultimate disposition of the 2002 and 2006 Cignal Actions, and
(ii) $25.0 million during the fourth quarter of 2007,
representing the binding agreement that was reached in January
2008 to settle the shareholder litigation related to the LGI
Combination. For additional information concerning the Cignal
Actions, see note 20 to our consolidated financial
statements.
II-29
Impairment,
restructuring and other operating charges, net
We recognized impairment, restructuring and other operating
charges, net, of $158.5 million and $43.5 million
during 2008 and 2007, respectively. The 2008 amount includes the
net effect of (i) a $144.8 million charge associated
with the impairment of the goodwill of our Romanian reporting
unit, (ii) restructuring charges aggregating
$19.1 million, including (a) aggregate charges of
$11.9 million related to reorganization and integration
activities in certain of our European operations and (b) a
$5.6 million charge related to the reorganization of
certain of VTRs administrative and operational functions,
and (iii) a $9.2 million gain on the sale of our
interests in certain aircraft. For additional information
concerning the impairment of the goodwill of our Romanian
reporting unit, see note 9 to our consolidated financial
statements.
The 2007 amount includes (i) impairment charges aggregating
$12.3 million and (ii) restructuring charges
aggregating $22.2 million, including an $8.8 million
charge associated with the integration of the Netherlands B2B
and broadband communications operations.
For additional information concerning our restructuring charges,
see note 17 to our consolidated financial statements.
Interest
expense
Our interest expense increased $165.3 million during 2008,
as compared to 2007. Excluding the effects of foreign currency
exchange rate fluctuations, interest expense increased
$101.3 million. This increase reflects the net effect of an
increase in our average outstanding indebtedness and a slight
decrease in our weighted average interest rate. The slight
decrease in our weighted average interest rate is due primarily
to (i) a decrease in the weighted average interest rate of
our UPC Broadband Holding Bank Facility and (ii) a decrease
associated with the refinancing of the LG Switzerland PIK Loan
Facility in April 2007. Amortization of deferred financing costs
increased $10.9 million during 2008, primarily related to
fees incurred in connection with (i) the Telenet Credit
Facility in August 2007, (ii) the UPC Broadband Holding
Bank Facility in the third quarter of 2008 and the second
quarter of 2007 and (iii) the LGJ Holdings Credit Facility
in October 2007. For additional information, see note 10 to
our consolidated financial statements.
In light of the ongoing disruption in the credit markets, it is
possible that the interest rates incurred on our variable-rate
indebtedness could increase in future periods. As further
discussed under Qualitative and Quantitative Disclosures
about Market Risk below, we use derivative instruments to
manage our interest rate risks.
Interest
and dividend income
Our consolidated interest and dividend income decreased
$23.5 million during 2008, as compared to 2007. This
decrease primarily is attributable to a decrease in our average
consolidated cash and cash equivalent and restricted cash
balances. Our weighted average interest rate remained relatively
constant during 2008, as compared to 2007, as lower weighted
average interest rates on most of our cash and cash equivalent
balances were offset by the full year impact of a higher
interest rate earned on our restricted cash collateral account
associated with the VTR Bank Facility. This cash collateral
account, which was initially funded in May 2007, earns interest
at a rate that is significantly higher than the average rate
earned by the remainder of our cash and cash equivalent and
restricted cash balances. Dividend income decreased during 2008,
as an increase in the dividend income on the Sumitomo common
stock that we acquired on July 3, 2007 only partially
offset the loss of dividend income on the ABC Family preferred
stock that was redeemed on August 2, 2007. Our interest and
dividend income for 2007 includes $18.1 million of
dividends earned on our investment in ABC Family preferred
stock. The terms of the Sumitomo Collar effectively fix the
dividends that we will receive on the Sumitomo common stock
during the term of the Sumitomo Collar. We report the full
amount of dividends received from Sumitomo as dividend income
and the dividend adjustment that is payable to, or receivable
from, the counterparty to the Sumitomo Collar is reported as a
component of realized and unrealized gains (losses) on
derivative instruments, net, in our consolidated statements of
operations.
II-30
Share of
results of affiliates, net
The following table reflects our share of results of affiliates,
net:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
SC Media (a)
|
|
$
|
|
|
|
$
|
16.7
|
|
Other
|
|
|
5.4
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5.4
|
|
|
$
|
33.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
On July 2, 2007, SC Media was split into two separate
companies through the spin-off of JTV Thematics. We exchanged
our investment in SC Media for Sumitomo shares on July 3,
2007 and J:COM acquired a 100% interest in JTV Thematics on
September 1, 2007. As a result of these transactions, we no
longer own an interest in SC Media. |
For additional information concerning our equity method
affiliates, see note 6 to our consolidated financial
statements.
Realized
and unrealized gains (losses) on derivative instruments,
net
Our realized and unrealized gains (losses) on derivative
instruments, net, include (i) unrealized changes in the
fair values of our derivative instruments that are non-cash in
nature until such time as the underlying contracts are fully or
partially settled and (ii) realized gains (losses) upon the
full or partial settlement of the underlying contracts. The
details of our realized and unrealized gains (losses) on
derivative instruments, net, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Equity-related derivatives (a)
|
|
$
|
442.7
|
|
|
$
|
239.8
|
|
Cross-currency and interest rate derivative contracts (b)
|
|
|
(392.3
|
)
|
|
|
(150.7
|
)
|
Foreign currency forward contracts
|
|
|
34.3
|
|
|
|
(19.3
|
)
|
Other
|
|
|
(5.8
|
)
|
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
78.9
|
|
|
$
|
72.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes (i) gains related to the Sumitomo Collar with
respect to the Sumitomo shares held by our company since July
2007, (ii) gains related to the News Corp. Forward and
(iii) gains during 2007 related to the call options we held
with respect to Telenet ordinary shares. The gains on the
Sumitomo Collar and the News Corp. Forward are due primarily to
declines in the market price of the respective underlying common
stock. |
|
(b) |
|
The loss during 2008 primarily is attributable to the net effect
of (i) losses associated with a decrease in market interest
rates in all of our currencies, (ii) gains associated with
a decrease in the value of the Polish zloty and Romanian lei
relative to the euro, (iii) gains associated with a
decrease in the value of the Chilean peso relative to the U.S.
dollar, (iv) losses associated with an increase in the
value of the Swiss franc relative to the euro and
(v) losses associated with an increase in the value of the
euro relative to the U.S. dollar. In addition, the loss during
2008 includes a gain of $106.0 million related to credit
risk valuation adjustments, as further described in notes 7
and 8 to our consolidated financial statements. The loss during
2007 primarily is attributable to the net effect of
(i) losses associated with a decrease in the value of the
U.S. dollar relative to the euro, (ii) gains associated
with an increase in market interest rates in euro and Australian
dollar markets, (iii) gains associated with a decrease in
the value of the Swiss franc relative to the euro and
(iv) losses associated with an increase in the value of the
Chilean peso relative to the U.S. dollar. |
II-31
For additional information concerning our derivative
instruments, see note 7 to our consolidated financial
statements. For information concerning the market sensitivity of
our derivative and financial instruments, see Quantitative
and Qualitative Disclosure about Market Risk below.
Foreign
currency transaction gains (losses), net
Our foreign currency transaction gains (losses) primarily result
from the remeasurement of monetary assets and liabilities that
are denominated in currencies other than the underlying
functional currency of the applicable entity. Unrealized foreign
currency transaction gains (losses) are computed based on
period-end exchange rates and are non-cash in nature until such
time as the amounts are settled. The details of our foreign
currency transaction gains (losses), net, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Yen denominated debt issued by U.S. subsidiaries
|
|
$
|
(349.4
|
)
|
|
$
|
(92.7
|
)
|
U.S. dollar denominated debt issued by a Latin American
subsidiary
|
|
|
(112.4
|
)
|
|
|
33.4
|
|
U.S. dollar denominated debt issued by a European subsidiary
|
|
|
(74.5
|
)
|
|
|
221.0
|
|
Intercompany notes denominated in a currency other than the
entitys functional currency (a)
|
|
|
(10.4
|
)
|
|
|
(18.7
|
)
|
Cash and restricted cash denominated in a currency other than
the entitys functional currency
|
|
|
(2.2
|
)
|
|
|
(55.2
|
)
|
Swiss franc denominated debt issued by a European subsidiary
|
|
|
|
|
|
|
21.5
|
|
Other
|
|
|
(3.2
|
)
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(552.1
|
)
|
|
$
|
109.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Amounts are related to (i) loans between our non-operating
and operating subsidiaries in Europe, which generally are
denominated in the currency of the applicable operating
subsidiary and (ii) U.S. dollar and Japanese yen
denominated loans between certain of our non-operating
subsidiaries in the U.S. and Europe. Accordingly, these gains
(losses) are a function of movements of (i) the euro
against (a) the U.S. dollar and (b) other local
currencies in Europe and (ii) the U.S. dollar and the euro
against the Japanese yen. The Japanese yen denominated loan has
been repaid as of December 31, 2008. |
For information regarding how we manage our exposure to foreign
currency risk, see Quantitative and Qualitative Disclosure
about Market Risk below.
Unrealized
losses due to changes in fair values of certain investments and
debt, net
The details of our unrealized losses due to changes in fair
values of certain investments and debt, net, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Investments (a):
|
|
|
|
|
|
|
|
|
Sumitomo
|
|
$
|
(255.9
|
)
|
|
$
|
|
|
News Corp.
|
|
|
(62.7
|
)
|
|
|
|
|
Other, net
|
|
|
(16.2
|
)
|
|
|
|
|
Debt UGC Convertible Notes (b)
|
|
|
327.8
|
|
|
|
(200.0
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(7.0
|
)
|
|
$
|
(200.0
|
)
|
|
|
|
|
|
|
|
|
|
II-32
|
|
|
(a) |
|
In accordance with the requirements of SFAS 159, we began
using the fair value method to account for certain investments
effective January 1, 2008. For additional information
concerning our investments and fair value measurements, see
notes 6 and 8 to our consolidated financial statements. |
|
(b) |
|
Represents changes in the fair value of the UGC Convertible
Notes, including amounts attributable to the remeasurement of
the UGC Convertible Notes into U.S. dollars. For additional
information, see notes 8 and 10 to our consolidated
financial statements. |
Losses on
extinguishment of debt
We recognized losses on extinguishment of debt of
$112.1 million during 2007. These losses include (i) a
$88.3 million loss in connection with Telenets fourth
quarter 2007 refinancing transactions, which loss includes
(a) $71.8 million representing the excess of the
redemption values over the carrying values of the Telenet Senior
Discount Notes and the Telenet Senior Notes and
(b) $16.5 million related to the write-off of
unamortized deferred financing fees, (ii) a
$19.5 million loss resulting from the write-off of deferred
financing costs in connection with the May 2007 refinancing of
VTRs bank facility, (iii) an $8.4 million loss
resulting from the write-off of deferred financing costs in
connection with the second quarter 2007 refinancing of the UPC
Broadband Holding Bank Facility and (iv) a
$5.2 million gain on the April 2007 redemption of the
Cablecom Luxembourg Old Fixed Rate Notes.
For additional information regarding our debt extinguishments,
see note 10 to our consolidated financial statements.
Gains on
disposition of assets, net
We recognized gains on the disposition of assets, net, of
$557.6 million during 2007, primarily related to the
recognition of (i) a $489.3 million pre-tax gain in
connection with the July 2007 exchange of our interest in SC
Media for Sumitomo common stock and (ii) a
$62.2 million gain in connection with the July 2007 sale of
our investment in Melita.
For additional information regarding our dispositions, see
note 5 to our consolidated financial statements.
Income
tax expense
We recognized income tax expense of $434.8 million and
$233.1 million during 2008 and 2007, respectively.
The income tax expense during 2008 differs from the expected
income tax benefit of $58.5 million (based on the
U.S. federal 35% income tax rate) due primarily to the
negative impacts of (i) a net increase in valuation
allowances established against currently arising deferred tax
assets in certain tax jurisdictions, (ii) the impact of
differences in the statutory and local tax rates in certain
jurisdictions in which we operate, (iii) certain permanent
differences between the financial and tax accounting treatment
of interest and other nondeductible items, (iv) the loss of
certain tax attributes due to the election to change the filing
status of our Australian subsidiaries, (v) certain
permanent differences between the financial and tax accounting
treatment of interest, dividends and other items associated with
investments in subsidiaries and intercompany loans, (vi) a
permanent difference associated with the impairment of goodwill
in our Romanian reporting unit and (vii) an increase in
certain net deferred tax liabilities due to an enacted change in
state tax law.
The income tax expense for 2007 differs from the expected income
tax expense of $17.4 million (based on the
U.S. federal 35% income tax rate) due primarily to the
negative impacts of (i) a reduction in net deferred tax
assets in the Netherlands due to an enacted change in tax law,
(ii) certain permanent differences between the financial
and tax accounting treatment of interest and other nondeductible
items, (iii) a difference between the financial and tax
accounting treatment of litigation provisions,
(iv) differences in the statutory and local tax rates in
certain jurisdictions in which we operate and (v) a
difference between the financial and tax accounting treatment of
goodwill related to the sale of our investment in SC Media.
These negative impacts were only partially offset by the
positive impacts of (i) certain permanent differences
between the financial and tax accounting treatment of interest,
dividends and other items associated with investments in
subsidiaries and intercompany loans and (ii) the
II-33
recognition of previously unrecognized tax benefits that met the
FIN 48 recognition criteria during the period. Our
effective tax rate was not significantly impacted by changes in
our valuation allowances as the positive impacts of net
decreases in valuation allowances previously established against
deferred tax assets in certain tax jurisdictions, including
(i) tax benefits of $86.3 million and
$29.0 million recognized by Telenet and J:COM,
respectively, upon the release of valuation allowances and
(ii) a tax benefit of $56.2 million recognized by the
Netherlands to reduce valuation allowances due to a tax rate
decrease, were more than offset by the negative impact of a net
increase in valuation allowances against currently arising
deferred tax assets in certain other tax jurisdictions. The full
amount of the tax benefit recognized by Telenet upon the release
of valuation allowances was allocated to the minority interest
owners of Telenet.
For additional information concerning our income taxes, see
note 12 to our consolidated financial statements.
Minority
interests in subsidiaries
Our minority interests in earnings of subsidiaries, net,
decreased $52.1 million during 2008, as compared to 2007.
This decrease is primarily attributable to declines in the
operating results of Telenet and Austar that were only partially
offset by increased earnings of J:COM and VTR.
Net
loss
During 2008 and 2007, we reported net losses of
$788.9 million and $422.6 million, respectively,
including (i) operating income of $1,363.4 million and
$666.8 million, respectively, and (ii) non-operating
expense of $1,530.4 million and $617.1 million,
respectively. Gains or losses associated with the disposition of
assets, gains and losses associated with changes in the fair
values of derivative instruments and movements in foreign
currency exchange rates are subject to a high degree of
volatility, and as such, any gains from these sources do not
represent a reliable source of income. In the absence of
significant gains in the future in connection with (i) any
dispositions of assets, (ii) changes in the fair value of
our derivative instruments, (iii) changes in foreign
currency exchange rates or (iv) other non-operating items,
our ability to achieve net earnings is largely dependent on our
ability to increase the aggregate operating cash flow of our
operating segments to a level that more than offsets the
aggregate amount of our (a) stock-based compensation
expense, (b) depreciation and amortization,
(c) provisions for litigation, (d) impairment,
restructuring and other operating charges, net,
(e) interest expense, (f) other net non-operating
expenses, (g) income tax expenses and (h) minority
interests in earnings of subsidiaries, net. Due largely to the
fact that we seek to maintain our debt at levels that provide
for attractive equity returns, as discussed under Liquidity
and Capital Resources Capitalization below, we
expect that we will continue to report significant levels of
interest expense for the foreseeable future. For information
concerning our expectations with respect to trends that may
affect certain aspects of our operating results in future
periods, see the discussion under Overview above. For
information concerning the reasons for changes in specific line
items in our consolidated statements of operations, see the
discussion under Discussion and Analysis of our Reportable
Segments and Discussion and Analysis of our Consolidated
Operating Results above.
II-34
2007
compared to 2006
Revenue
Our revenue by major category is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
excluding
|
|
|
|
Year ended
|
|
|
|
|
|
(decrease)
|
|
|
acquisitions
|
|
|
|
December 31,
|
|
|
Increase (decrease)
|
|
|
excluding FX
|
|
|
and FX
|
|
|
|
2007
|
|
|
2006
|
|
|
$
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription revenue (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Video
|
|
$
|
4,331.8
|
|
|
$
|
3,399.2
|
|
|
$
|
932.6
|
|
|
|
27.4
|
|
|
|
20.0
|
|
|
|
5.5
|
|
Broadband internet
|
|
|
2,066.9
|
|
|
|
1,312.2
|
|
|
|
754.7
|
|
|
|
57.5
|
|
|
|
49.1
|
|
|
|
15.3
|
|
Telephony
|
|
|
1,166.0
|
|
|
|
790.6
|
|
|
|
375.4
|
|
|
|
47.5
|
|
|
|
41.2
|
|
|
|
14.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total subscription revenue
|
|
|
7,564.7
|
|
|
|
5,502.0
|
|
|
|
2,062.7
|
|
|
|
37.5
|
|
|
|
30.0
|
|
|
|
9.2
|
|
Other revenue (b)
|
|
|
1,525.8
|
|
|
|
1,053.0
|
|
|
|
472.8
|
|
|
|
44.9
|
|
|
|
35.6
|
|
|
|
10.1
|
|
Intersegment eliminations
|
|
|
(87.2
|
)
|
|
|
(71.1
|
)
|
|
|
(16.1
|
)
|
|
|
(22.6
|
)
|
|
|
(12.2
|
)
|
|
|
(12.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
9,003.3
|
|
|
$
|
6,483.9
|
|
|
$
|
2,519.4
|
|
|
|
38.9
|
|
|
|
31.1
|
|
|
|
9.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Subscription revenue includes amounts received from subscribers
for ongoing services, excluding installation fees, late fees and
mobile telephony revenue. Subscription revenue from subscribers
who purchase bundled services at a discounted rate is generally
allocated proportionally to each service based on the individual
services price on a stand-alone basis. However, due to
regulatory and other constraints, the allocation of bundling
discounts may vary somewhat between our broadband communications
operating segments. |
|
(b) |
|
Other revenue includes non-subscription revenue (including B2B
and installation revenue) and programming revenue. |
Our consolidated revenue increased $2,519.4 million during
2007, as compared to 2006. This increase includes a
$1,413.0 million increase that is attributable to the
impact of acquisitions. Excluding the effects of acquisitions
and foreign currency exchange rate fluctuations, total
consolidated revenue increased $601.5 million or 9.3%.
Excluding the effects of acquisitions and foreign currency
exchange rate fluctuations, our consolidated subscription
revenue increased $503.7 million or 9.2% during 2007, as
compared to 2006. This increase is attributable to (i) a
$200.9 million or 15.3% increase in subscription revenue
from broadband internet services, as the impact of an increase
in the average number of broadband internet RGUs was only
partially offset by lower ARPU from broadband internet services,
(ii) a $186.1 million or 5.5% increase in subscription
revenue from video services, due to the impact of higher ARPU
from video services and an increase in the average number of
video RGUs, and (iii) a $116.6 million or 14.8%
increase in subscription revenue from telephony services, as the
impact of an increase in the average number of telephony RGUs
was only partially offset by lower ARPU from telephony services.
Excluding the effects of acquisitions and foreign currency
exchange rate fluctuations, our consolidated other revenue
increased $106.4 million, or 10.1%, during 2007, as
compared to 2006. This increase is primarily attributable to
increases in revenue from programming and B2B revenue.
For additional information concerning the changes in our
subscription and other revenue, see Discussion and Analysis
of Reportable Segments Revenue 2007
compared to 2006 above. For information regarding the
competitive environment in certain of our markets, see
Overview and Discussion and Analysis of our Reportable
Segments above.
II-35
Operating
expenses
Our consolidated operating expenses increased
$945.4 million during 2007, as compared to 2006. This
increase includes a $538.6 million increase that is
attributable to the impact of acquisitions. Our operating
expenses include stock-based compensation expense, which
increased $5.2 million during 2007. For additional
information, see discussion following SG&A expenses
below. Excluding the effects of acquisitions, foreign
currency exchange rate fluctuations and stock-based compensation
expense, total consolidated operating expenses increased
$188.6 million or 6.8% during 2007, as compared to 2006. As
discussed in more detail under Discussion and Analysis of
Reportable Segments Operating Expenses
2007 compared to 2006 above, this increase generally
reflects (i) increases in programming costs,
(ii) increases in labor costs, (iii) increases in
interconnect costs and (iv) less significant net increases
in other operating expense categories. Most of these increases
are a function of increased volumes or levels of activity
associated with the increase in our customer base.
SG&A
expenses
Our consolidated SG&A expenses increased
$465.8 million during 2007, as compared to 2006. This
increase includes a $264.8 million increase that is
attributable to the impact of acquisitions. Our SG&A
expenses include stock-based compensation expense, which
increased $118.2 million. For additional information, see
discussion in the following paragraph. Excluding the effects of
acquisitions, foreign currency exchange rate fluctuations and
stock-based compensation expense, total consolidated SG&A
expenses decreased $0.8 million or 0.1% during 2007, as
compared to 2006. For additional information, see discussion
under Discussion and Analysis of Reportable
Segments SG&A Expenses 2007
compared to 2006 above.
Stock-based
compensation expense (included in operating and SG&A
expenses)
We record stock-based compensation that is associated with LGI
shares and the shares of certain of our subsidiaries. A summary
of the aggregate stock-based compensation expense that is
included in our operating and SG&A expenses is set forth
below:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
LGI Series A, Series B and Series C common stock:
|
|
|
|
|
|
|
|
|
LGI performance plans
|
|
$
|
108.2
|
|
|
$
|
|
|
Stock options, SARs, restricted stock and restricted stock units
|
|
|
47.3
|
|
|
|
58.0
|
|
|
|
|
|
|
|
|
|
|
Total LGI common stock
|
|
|
155.5
|
|
|
|
58.0
|
|
Restricted Shares of LGI and Zonemedia (a)
|
|
|
16.2
|
|
|
|
7.1
|
|
Austar Performance Plan (b)
|
|
|
9.5
|
|
|
|
|
|
Other
|
|
|
12.2
|
|
|
|
4.9
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
193.4
|
|
|
$
|
70.0
|
|
|
|
|
|
|
|
|
|
|
Included in:
|
|
|
|
|
|
|
|
|
Operating expense
|
|
$
|
12.2
|
|
|
$
|
7.0
|
|
SG&A expense
|
|
|
181.2
|
|
|
|
63.0
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
193.4
|
|
|
$
|
70.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
These restricted shares were issued in connection with our
January 2005 acquisition of Zonemedia. The 2007 amount includes
stock-based compensation related to restricted shares of
Zonemedia and LGI stock held by certain Zonemedia employees of
$16.2 million, of which $12.8 million was recognized
on an accelerated basis in connection with the third quarter
2007 execution of certain agreements between a subsidiary of
Chellomedia and the holders of these restricted shares. No
further compensation expense will be recognized in connection
with these restricted stock awards. |
II-36
|
|
|
(b) |
|
Austar began recording stock-based compensation under its
performance-based incentive plan on May 2, 2007. |
For additional information concerning our stock-based
compensation, see note 14 to our consolidated financial
statements.
Depreciation
and amortization
Our consolidated depreciation and amortization expense increased
$608.4 million during 2007, as compared to 2006. This
increase includes a $390.3 million increase that is
attributable to the impact of acquisitions. Excluding the effect
of acquisitions and foreign currency exchange rate fluctuations,
depreciation and amortization expense increased
$85.5 million or 4.5%. This increase is due primarily to
the net effect of (i) increases associated with capital
expenditures related to the installation of customer premise
equipment, the expansion and upgrade of our networks and other
capital initiatives, and (ii) decreases associated with
certain of VTRs network assets becoming fully depreciated.
Provisions
for litigation
We recorded provisions for litigation of
(i) $146.0 million during the third quarter of 2007,
representing our estimate of the loss that we may incur upon the
ultimate disposition of the 2002 and 2006 Cignal Actions, and
(ii) $25.0 million during the fourth quarter of 2007,
representing the binding agreement that was reached in January
2008 to settle the shareholder litigation related to the LGI
Combination. For additional information concerning the Cignal
Actions, see note 20 to our consolidated financial
statements.
Impairment,
restructuring and other operating charges, net
We recognized impairment, restructuring and other operating
charges, net, of $43.5 million and $29.2 million
during 2007 and 2006, respectively. The 2007 amount includes
(i) impairment charges aggregating $12.3 million and
(ii) restructuring charges aggregating $22.2 million,
including an $8.8 million charge associated with the
integration of the Netherlands B2B and broadband communications
operations. The 2006 amount includes impairment charges
aggregating $15.5 million and (ii) restructuring
charges aggregating $15.0 million, the majority of which
related to costs incurred in connection with the integration of
our broadband communications operations in Ireland. For
additional information concerning our restructuring charges, see
note 17 to our consolidated financial statements.
Interest
expense
Our consolidated interest expense increased $308.7 million
during 2007, as compared to 2006. Excluding the effects of
foreign currency exchange rate fluctuations, interest expense
increased $242.5. This increase is primarily attributable to a
$4.8 billion or 45.0% increase in our average outstanding
indebtedness. The increase in debt primarily is attributable to
debt incurred or assumed in connection with recapitalizations
and acquisitions. Our weighted average interest rate remained
relatively unchanged during 2007, as compared to 2006, primarily
due to increases in certain interest rates that were partially
offset by a decrease associated with the refinancing of the LG
Switzerland PIK Loan Facility. For additional information, see
note 10 to our consolidated financial statements.
Interest
and dividend income
Our consolidated interest and dividend income increased
$29.9 million during 2007, as compared to 2006. The
increase is attributable to an increase in interest income
related to higher average consolidated cash and cash equivalent
and restricted cash balances and, to a lesser extent, higher
average interest rates earned on such balances. Dividend income
decreased slightly during 2007 as dividend income on the
Sumitomo common stock that we acquired on July 3, 2007 only
partially offset the loss of dividend income on the ABC Family
preferred stock that was redeemed on August 2, 2007. Our
interest and dividend income for 2007 includes
$18.1 million of dividends earned on our investment in ABC
Family preferred stock. For additional information, see
notes 5, 6 and 7 to our consolidated financial statements.
II-37
Share of
results of affiliates, net
The following table reflects our share of results of affiliates,
net:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
SC Media (a)
|
|
$
|
16.7
|
|
|
$
|
34.4
|
|
Telenet (b)
|
|
|
|
|
|
|
(24.3
|
)
|
Other
|
|
|
17.0
|
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
33.7
|
|
|
$
|
13.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
On July 2, 2007, SC Media was split into two separate
companies through the spin-off of JTV Thematics. We exchanged
our investment in SC Media for Sumitomo shares on July 3,
2007 and J:COM acquired a 100% interest in JTV Thematics on
September 1, 2007. As a result of these transactions, we no
longer own an interest in SC Media. |
|
(b) |
|
Effective January 1, 2007, we began accounting for Telenet
as a consolidated subsidiary. See note 4 to our
consolidated financial statements. |
For additional information concerning our equity method
affiliates, see note 6 to our consolidated financial
statements.
Realized
and unrealized gains (losses) on derivative instruments,
net
Our realized and unrealized gains (losses) on derivative
instruments, net, include (i) unrealized changes in the
fair values of our derivative instruments that are non-cash in
nature until such time as the underlying contracts are fully or
partially settled and (ii) realized gains (losses) upon the
full or partial settlement of the underlying contracts. The
details of our realized and unrealized gains (losses) on
derivative instruments, net, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Equity-related derivatives (a)
|
|
$
|
239.8
|
|
|
$
|
21.7
|
|
Cross-currency and interest rate derivative contracts (b)
|
|
|
(150.7
|
)
|
|
|
(312.0
|
)
|
Foreign currency forward contracts
|
|
|
(19.3
|
)
|
|
|
21.3
|
|
Other
|
|
|
2.6
|
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
72.4
|
|
|
$
|
(264.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes (i) gains during 2007 related to the Sumitomo
Collar with respect to the Sumitomo shares held by our company
since July 2007, (ii) gains during 2007 and 2006 related to
the News Corp. Forward and (iii) activity during 2007 and
2006 related to the call options we held with respect to Telenet
ordinary shares. The gains on the Sumitomo Collar and the News
Corp. Forward are due primarily to declines in the market price
of the respective underlying common stock. |
|
(b) |
|
The loss during 2007 primarily is attributable to the net effect
of (i) losses associated with a decrease in the value of
the U.S. dollar relative to the euro, (ii) gains associated
with an increase in market interest rates in euro and Australian
dollar markets, (iii) gains associated with a decrease in
the value of the Swiss franc relative to the euro and
(iv) losses associated with an increase in the value of the
Chilean peso relative to the U.S. dollar. The loss during 2006
primarily is attributable to the net effect of (i) gains
associated with increases in market interest rates,
(ii) losses associated with a decrease in the value of the
euro relative to the Swiss franc and (iii) losses
associated with a decrease in the value of the U.S. dollar
relative to the euro. |
II-38
For additional information concerning our derivative
instruments, see note 7 to our consolidated financial
statements. For information concerning the market sensitivity of
our derivative and financial instruments, see Quantitative
and Qualitative Disclosure about Market Risk below.
Foreign
currency transaction gains (losses), net
Our foreign currency transaction gains (losses) primarily result
from the remeasurement of monetary assets and liabilities that
are denominated in currencies other than the underlying
functional currency of the applicable entity. Unrealized foreign
currency transaction gains (losses) are computed based on
period-end exchange rates and are non-cash in nature until such
time as the amounts are settled. The details of our foreign
currency transaction gains (losses), net, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
U.S. dollar denominated debt issued by a European subsidiary
|
|
$
|
221.0
|
|
|
$
|
193.4
|
|
Yen denominated debt issued by U.S. subsidiaries
|
|
|
(92.7
|
)
|
|
|
|
|
Cash and restricted cash denominated in a currency other than
the entitys functional currency
|
|
|
(55.2
|
)
|
|
|
5.6
|
|
U.S. dollar denominated debt issued by a Latin American
subsidiary
|
|
|
33.4
|
|
|
|
|
|
Swiss franc denominated debt issued by a European subsidiary
|
|
|
21.5
|
|
|
|
12.8
|
|
Intercompany notes denominated in a currency other than the
entitys functional currency (a)
|
|
|
(18.7
|
)
|
|
|
76.3
|
|
Other
|
|
|
0.1
|
|
|
|
11.4
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
109.4
|
|
|
$
|
299.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Amounts are related to (i) loans between our non-operating
and operating subsidiaries in Europe, which generally are
denominated in the currency of the applicable operating
subsidiary and (ii) a U.S. dollar denominated loan between
certain of our non-operating subsidiaries in the U.S. and
Europe. Accordingly, these gains (losses) are a function of
movements of the euro against (i) the U.S. dollar and
(ii) other local currencies in Europe. |
For information regarding how we manage our exposure to foreign
currency risk, see Quantitative and Qualitative Disclosure
about Market Risk below.
Unrealized
losses due to changes in fair values of certain investments and
debt, net
We recognized unrealized losses due to changes in fair values of
certain investments and debt, net, of $200.0 million and
$146.2 million during 2007 and 2006, respectively. These
losses represent the changes in the fair value of the UGC
Convertible Notes, including amounts attributable to the
remeasurement of the UGC Convertible Notes into
U.S. dollars. No amounts related to changes in the fair
values of our investments are included in the 2007 and 2006
amounts as we were not required to adopt the provisions of
SFAS 159 until January 1, 2008. For additional
information, see notes 8 and 10 to our consolidated
financial statements.
Losses on
extinguishment of debt
We recognized losses on extinguishment of debt of
$112.1 million and $40.8 million during 2007 and 2006,
respectively. The losses during 2007 include (i) a
$88.3 million loss in connection with Telenets fourth
quarter 2007 refinancing transactions, which loss includes
(a) $71.8 million representing the excess of the
redemption values over the carrying values of the Telenet Senior
Discount Notes and the Telenet Senior Notes and
(b) $16.5 million related to the write-off of
unamortized deferred financing fees, (ii) a
$19.5 million loss resulting from the write-off of deferred
financing costs in connection with the May 2007 refinancing of
VTRs bank facility, (iii) an $8.4 million
II-39
loss resulting from the write-off of deferred financing costs in
connection with the second quarter 2007 refinancing of the UPC
Broadband Holding Bank Facility and (iv) a
$5.2 million gain on the April 2007 redemption of the
Cablecom Luxembourg Old Fixed Rate Notes.
The losses during 2006 include (i) a $22.2 million
write-off of deferred financing costs and creditor fees in
connection with the May and July 2006 refinancings of the UPC
Broadband Holding Bank Facility, (ii) a $7.6 million
loss associated with the first quarter 2006 redemption of the
Cablecom Luxembourg Old Floating Rate Notes, (iii) a
$4.6 million loss recognized by VTR in connection with the
September 2006 refinancing of its bank debt and (iv) a
$3.3 million loss recognized by J:COM in connection with
its refinancing activities. The gain on the April 2007
redemption of the Cablecom Luxembourg Old Fixed Rate Notes and
the loss on the first quarter 2006 redemption of the Cablecom
Luxembourg Floating Rate Senior Notes each represent the
difference between the redemption and carrying amounts at the
respective dates of redemption.
For additional information regarding our debt extinguishments,
see note 10 to our consolidated financial statements.
Gains on
disposition of assets, net
We recognized gains on the disposition of assets, net, of
$557.6 million and $206.4 million during 2007 and
2006, respectively. The gains during 2007 primarily are related
to the recognition of (i) a $489.3 million pre-tax
gain in connection with the July 2007 exchange of our interest
in SC Media for Sumitomo common stock and (ii) a
$62.2 million gain in connection with the July 2007 sale of
our investment in Melita. The gains during 2006 include
(i) a $104.7 million gain on the December 31,
2006 sale of UPC Belgium to Telenet, (ii) a
$45.3 million gain on the February 2006 sale of our cost
investment in Sky Mexico, (iii) a $35.8 million gain
on the August 2006 sale of our investment in Primacom and
(iv) a $16.9 million gain on the August 2006 sale of
our investment in Sky Brasil.
For additional information regarding our dispositions, see
note 5 to our consolidated financial statements.
Income
tax benefit (expense)
We recognized income tax expense of $233.1 million and
income tax benefit of $7.9 million during 2007 and 2006,
respectively.
The income tax expense for 2007 differs from the expected income
tax expense of $17.4 million (based on the
U.S. federal 35% income tax rate) due primarily to the
negative impacts of (i) a reduction in net deferred tax
assets in the Netherlands due to an enacted change in tax law,
(ii) certain permanent differences between the financial
and tax accounting treatment of interest and other nondeductible
items, (iii) a difference between the financial and tax
accounting treatment of litigation provisions,
(iv) differences in the statutory and local tax rates in
certain jurisdictions in which we operate and (v) a
difference between the financial and tax accounting treatment of
goodwill related to the sale of our investment in SC Media.
These negative impacts were only partially offset by the
positive impacts of (i) certain permanent differences
between the financial and tax accounting treatment of interest,
dividends and other items associated with investments in
subsidiaries and intercompany loans and (ii) the
recognition of previously unrecognized tax benefits that met the
FIN 48 recognition criteria during the period. Our
effective tax rate was not significantly impacted by changes in
our valuation allowances as the positive impacts of net
decreases in valuation allowances previously established against
deferred tax assets in certain tax jurisdictions, including
(i) tax benefits of $86.3 million and
$29.0 million recognized by Telenet and J:COM,
respectively, upon the release of valuation allowances and
(ii) a tax benefit of $56.2 million recognized by the
Netherlands to reduce valuation allowances due to a tax rate
decrease, were more than offset by the negative impact of a net
increase in valuation allowances against currently arising
deferred tax assets in certain other tax jurisdictions. The full
amount of the tax benefit recognized by Telenet upon the release
of valuation allowances was allocated to the minority interest
owners of Telenet.
The income tax benefit for 2006 differs from the expected tax
benefit of $59.6 million (based on the U.S. federal
35% income tax rate) due primarily to the positive impacts of
net decreases in valuation allowances previously established
against deferred tax assets, including (i) tax benefits of
$55.4 million and $30.4 million associated with the
release of valuation allowances by J:COM and Austar,
respectively and (ii) a tax benefit of
II-40
$64.2 million recognized by the Netherlands to reduce
valuation allowances due to a tax rate decrease. These positive
impacts were partially offset by the negative impacts of
(i) a net increase in valuation allowances against
currently arising deferred tax assets in certain other tax
jurisdictions, (ii) a reduction in net deferred tax assets
in the Netherlands due to an enacted change in tax law,
(iii) differences in the statutory and local tax rates in
certain jurisdictions in which we operate, (iv) certain
permanent differences between the financial and tax accounting
treatment of interest, dividends and other items associated with
investments in subsidiaries and intercompany loans, (v) the
realization of taxable foreign currency gains and losses in
certain jurisdictions not recognized for financial reporting
purposes and (vi) certain permanent differences between the
financial and tax accounting treatment of interest and other
nondeductible items.
For additional information concerning our income tax expense,
see note 12 to our consolidated financial statements.
Minority
interests in earnings of subsidiaries, net
Our minority interests in earnings of subsidiaries, net,
increased $67.5 million during 2007, as compared to 2006.
This increase is primarily attributable to the consolidation of
Telenet effective January 1, 2007 and an improvement in the
operating results of VTR.
Net
earnings (loss)
During 2007 and 2006, we reported net earnings (loss) of
($422.6 million) and $706.2 million, respectively,
including (i) operating income of $666.8 million and
$352.3 million, respectively, (ii) non-operating
expense of $617.1 million and $522.5 million,
respectively, and (iii) income from discontinued operations
of nil and $1,040.2 million, respectively. The net earnings
that we reported during 2006 are primarily attributable to gains
on the disposition of our discontinued operations. Gains or
losses associated with the disposition of assets, gains and
losses associated with changes in the fair values of derivative
instruments and movements in foreign currency exchange rates are
subject to a high degree of volatility, and as such, any gains
from these sources do not represent a reliable source of income.
Liquidity
and Capital Resources
Sources
and Uses of Cash
Although our consolidated operating subsidiaries generate cash
from operating activities and have borrowed funds under their
respective bank facilities, the terms of the instruments
governing the indebtedness of certain of our subsidiaries,
including UPC Broadband Holding, Telenet, J:COM, VTR, Austar,
Chellomedia and Liberty Puerto Rico, may restrict our ability to
access the assets of these subsidiaries. As set forth in the
table below, these subsidiaries accounted for a significant
portion of our consolidated cash and cash equivalents at
December 31, 2008. In addition, our ability to access the
liquidity of these and other subsidiaries may be limited by tax
considerations, the presence of minority interest owners and
other factors.
II-41
Cash and
cash equivalents
The details of the U.S. dollar equivalent balances of our
consolidated cash and cash equivalents at December 31, 2008
are set forth in the following table. With the exception of LGI,
which is reported on a standalone basis, the amounts presented
below include the cash and cash equivalents of the named entity
and its subsidiaries unless otherwise noted (in millions):
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Cash and cash equivalents held by:
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LGI and non-operating subsidiaries:
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LGI
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$
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0.1
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Non-operating subsidiaries
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817.0
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Total LGI and non-operating subsidiaries
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817.1
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Operating subsidiaries:
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J:COM
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236.8
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UPC Holding (excluding VTR)
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112.0
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Telenet
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91.6
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Austar
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64.0
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VTR
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39.6
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Chellomedia
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8.6
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Liberty Puerto Rico
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1.8
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Other operating subsidiaries
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2.5
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Total operating subsidiaries
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556.9
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Total cash and cash equivalents
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$
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1,374.0
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Liquidity
of LGI and its Non-operating Subsidiaries
The $0.1 million of cash and cash equivalents held by LGI,
and subject to certain tax considerations, the
$817.0 million of cash and cash equivalents held by
LGIs non-operating subsidiaries represented available
liquidity at the corporate level at December 31, 2008. Our
remaining cash and cash equivalents of $556.9 million at
December 31, 2008 were held by our operating subsidiaries
as set forth in the table above. As noted above, various factors
may limit our ability to access the cash of our consolidated
operating subsidiaries.
As described in greater detail below, our current sources of
corporate liquidity include (i) cash and cash equivalents
held by LGI and, subject to certain tax considerations,
LGIs non-operating subsidiaries and (ii) interest and
dividend income received on our and, subject to certain tax
considerations, our non-operating subsidiaries cash and
cash equivalents and investments.
From time to time, LGI and its non-operating subsidiaries may
also receive (i) proceeds in the form of distributions or
loan repayments from LGIs operating subsidiaries or
affiliates upon (a) the completion of recapitalizations,
refinancings, asset sales or similar transactions by these
entities or (b) the accumulation of excess cash from
operations or other means, (ii) proceeds upon the
disposition of investments and other assets of LGI and its
non-operating subsidiaries, (iii) proceeds received in
connection with borrowings by LGI and its non-operating
subsidiaries and (iv) proceeds received upon the exercise
of stock options. In this regard, we have received significant
cash from our subsidiaries in the form of loan repayments during
2008. Most of this cash was used to repurchase LGI common stock.
As further described in note 13 to our consolidated
financial statements, we repurchased during 2008 a total of
39,065,387 shares of our LGI Series A common stock at
a weighted average price of $30.24 per share and
35,084,656 shares of our LGI Series C common stock at
a weighted average price of $29.52 per share, for an aggregate
purchase price of $2,217.1 million, including direct
acquisition costs. At December 31, 2008, the remaining
amount authorized under our current stock repurchase plan was
$94.8 million. Subsequent to
II-42
December 31, 2008, we acquired 6,216,300 shares of our
LGI Series C common stock at a weighted average price of
$15.11, for an aggregate purchase price of $93.9 million,
including direct acquisition costs. As of February 23,
2009, the remaining authorized amount under our current stock
repurchase plan was $1.0 million.
The ongoing cash needs of LGI and its non-operating subsidiaries
include (i) corporate general and administrative expenses
and (ii) interest payments on the UGC Convertible Notes,
the Sumitomo Collar Loan and the LGJ Holdings Credit Facility.
From time to time, LGI and its non-operating subsidiaries may
also require cash in connection with (i) the repayment of
outstanding debt, (ii) the satisfaction of LGIs
obligations under the LGI Performance Plans to the extent not
satisfied through the issuance of LGI common stock,
(iii) the satisfaction of contingent liabilities,
(iv) acquisitions, (v) the repurchase of LGI common
stock, or (vi) other investment opportunities. In light of
current market conditions, no assurance can be given that any
external funding would be available on favorable terms, or at
all. For additional information concerning the LGI Performance
Plans, see note 14 to our consolidated financial statements.
Liquidity
of Operating Subsidiaries
The cash and cash equivalents of our significant subsidiaries
are detailed in the table above. In addition to cash and cash
equivalents, the primary sources of liquidity of our operating
subsidiaries are cash provided by operations and, in the case of
UPC Broadband Holding, VTR, Telenet, J:COM and Liberty Puerto
Rico, borrowing availability under their respective debt
instruments. For the details of the borrowing availability of
such entities at December 31, 2008, see note 10 to our
consolidated financial statements. Our operating
subsidiaries liquidity generally is used to fund capital
expenditures and debt service requirements. From time to time,
our operating subsidiaries may also require funding in
connection with acquisitions, loans to LGI, capital
distributions to LGI and other equity owners, or other
investment opportunities. In light of current market conditions,
no assurance can be given that any external funding would be
available to our operating subsidiaries on favorable terms, or
at all.
For a discussion of our consolidated capital expenditures and
cash provided by operating activities, see the discussion under
Consolidated Cash Flow Statements below.
Capitalization
We seek to maintain our debt at levels that provide for
attractive equity returns without assuming undue risk. In this
regard, we strive to cause our operating subsidiaries to
maintain their debt at levels that result in a consolidated debt
balance that is between four and five times our consolidated
operating cash flow. The ratio of our December 31, 2008
consolidated debt to our annualized consolidated operating cash
flow for the quarter ended December 31, 2008 was 4.6 and
the ratio of our December 31, 2008 consolidated net debt
(debt less cash and cash equivalents and restricted cash
balances related to our debt instruments) to our annualized
consolidated operating cash flow for the quarter ended
December 31, 2008 was 4.2.
When it is cost effective, we generally seek to match the
denomination of the borrowings of our subsidiaries with the
functional currency of the operations that are supporting the
respective borrowings. As further discussed under
Quantitative and Qualitative Disclosures about Market Risk
below and in note 7 to our consolidated financial
statements, we also use derivative instruments to mitigate
foreign currency and interest rate risk associated with our debt
instruments. Our ability to service or refinance our debt and to
maintain compliance with our leverage covenants is dependent
primarily on our ability to maintain or increase our cash
provided by operations and to achieve adequate returns on our
capital expenditures and acquisitions.
At December 31, 2008, our outstanding consolidated debt and
capital lease obligations aggregated $20.5 billion,
including $513.0 million that is classified as current in
our consolidated balance sheet and $18.2 billion that is
due in 2012 or thereafter. J:COM debt and capital lease
obligations account for $407.7 million of the current
portion of our debt and capital lease obligations. For
additional information concerning the maturities of our debt and
capital lease obligations, see note 10 to our consolidated
financial statements. In addition to our debt and capital lease
obligations, we have certain contingent liabilities that could
require us to issue shares or make cash payments in future
periods. See note 20 to our consolidated financial
statements.
II-43
We believe that we have sufficient resources to repay or
refinance the current portion of our debt and capital lease
obligations and to fund our foreseeable liquidity requirements
during the next 12 months. However, as our debt maturities
grow in later years, we anticipate that we will seek to
refinance or otherwise extend our debt maturities. No assurance
can be given that we would be able to refinance of otherwise
extend our debt maturities in light of current market
conditions. In this regard, it is not possible to predict how
the recent disruption in the credit and equity markets and the
associated difficult economic conditions could impact our future
financial position. However, (i) additional financial
institution failures could (a) reduce amounts available
under committed credit facilities and (b) adversely impact
our ability to access cash deposited with any failed financial
institution and (ii) sustained or further tightening of the
credit markets could adversely impact our ability to access debt
financing on favorable terms, or at all. In addition, the
continuation or worsening of the weakness in the equity markets
could make it less attractive to use our shares to satisfy
contingent or other obligations, and sustained or increased
competition, particularly in combination with weak economies,
could adversely impact our cash flows and liquidity.
All of our consolidated debt and capital lease obligations at
December 31, 2008 had been borrowed or incurred by our
subsidiaries. For additional information concerning our debt
balances at December 31, 2008, see note 10 to our
consolidated financial statements.
Consolidated
Cash Flow Statements
Our cash flows are subject to significant variations based on
foreign currency exchange rates. See related discussion under
Quantitative and Qualitative Disclosures about Market Risk
below.
2008
Consolidated Cash Flow Statement
General. During 2008, we used net cash
provided by our operating activities of $3,138.0 million
and $733.7 million of our existing cash and cash equivalent
balances (excluding a $72.2 million increase due to changes
in foreign currency exchange rates) to fund net cash used by our
investing activities of $3,044.8 million and net cash used
by our financing activities of $826.9 million.
Operating Activities. Net cash flows from
operating activities increased $684.8 million, from
$2,453.2 million during 2007 to $3,138.0 million
during 2008. This increase primarily is attributable to the net
effect of (i) an increase in the cash generated by our
video, voice and broadband internet services, (ii) an
increase in the reported net cash provided by operating
activities due to changes in foreign currency exchange rates,
(iii) an increase in cash received related to certain
derivative instruments and (iv) a decrease in net cash
provided by operating activities due to higher cash payments for
interest.
Investing Activities. Net cash used by
investing activities increased $258.1 million, from
$2,786.7 million during 2007 to $3,044.8 million
during 2008. This increase is due primarily to the net effect of
(i) a decrease in cash paid in connection with acquisitions
of $486.9 million, (ii) a decrease in proceeds
received upon disposition of assets of $441.1 million and
(iii) an increase in capital expenditures of
$340.5 million. The majority of the increase in capital
expenditures is due to changes in foreign currency exchange
rates.
The UPC Broadband Division accounted for $1,264.6 million
and $1,068.8 million of our consolidated capital
expenditures during 2008 and 2007, respectively. The increase in
the capital expenditures of the UPC Broadband Division is due
primarily to the net effect of (i) increases due to changes
in foreign currency exchange rates, (ii) increases in
expenditures for new build and upgrade projects to expand
services, (iii) increases in expenditures for the purchase
and installation of customer premise equipment and
(iv) decreases in expenditures for support capital such as
information technology upgrades and general support systems.
During 2008 and 2007, the UPC Broadband Divisions capital
expenditures represented 28.4% and 27.1%, respectively, of its
revenue.
Telenet accounted for $326.2 million and
$237.6 million of our consolidated capital expenditures
during 2008 and 2007, respectively. Telenet uses capital lease
arrangements to finance a portion of its capital expenditures.
From a financial reporting perspective, capital expenditures
that are financed by capital lease arrangements are treated as
non-cash activities and accordingly are not included in the
capital expenditure amounts presented in our consolidated
statements of cash flows. Including $11.2 million and
$22.7 million of expenditures that were financed under
II-44
capital lease arrangements, Telenets capital expenditures
aggregated $337.4 million and $260.3 million during
2008 and 2007, respectively. The increase in Telenets
capital expenditures (including amounts financed under capital
lease arrangements) during the 2008 period primarily relates to
the net effect of (i) increases in expenditures for the
purchase and installation of customer premise equipment,
(ii) increases due to changes in foreign currency exchange
rates, (iii) decreases in expenditures for buildings and
general support systems and (iv) increases in expenditures
for new build and upgrade projects to expand services. During
2008 and 2007, Telenets capital expenditures (including
amounts financed under capital lease arrangements) represented
22.4% and 20.2%, respectively, of its revenue.
J:COM accounted for $460.7 million and $395.5 million
of our consolidated capital expenditures during 2008 and 2007,
respectively. J:COM uses capital lease arrangements to finance a
significant portion of its capital expenditures. Including
$150.0 million and $161.0 million of expenditures that
were financed under capital lease arrangements, J:COMs
capital expenditures aggregated $610.7 million and
$556.5 million during 2008 and 2007, respectively. The
increase in J:COMs capital expenditures (including amounts
financed under capital lease arrangements) is due primarily to
the net effect of (i) increases due to changes in foreign
currency exchange rates, (ii) decreases in expenditures for
the purchase and installation of customer premise equipment,
(iii) decreases in expenditures for new build and upgrade
projects to expand services and (iv) decreases in
expenditures for support capital such as information technology
upgrades and general support systems. During 2008 and 2007,
J:COMs capital expenditures (including amounts financed
under capital lease arrangements) represented 21.4% and 24.7%,
respectively, of its revenue.
VTR accounted for $181.7 million and $157.7 million of
our consolidated capital expenditures during 2008 and 2007,
respectively. The increase in the capital expenditures of VTR is
due primarily to the net effect of (i) increases in
expenditures for new build and upgrade projects,
(ii) increases in expenditures for the purchase and
installation of customer premise equipment, (iii) increases
due to changes in foreign currency exchange rates and
(iv) increases in expenditures for support capital, such as
information technology upgrades and general support systems.
During 2008 and 2007, VTRs capital expenditures
represented 25.5% and 24.8%, respectively, of its revenue.
We expect that the percentage of revenue represented by our
aggregate capital expenditures (including capital lease
additions) to decline during 2009, as compared to 2008, with the
2009 percentage ranging from (i) 22% to 24% for the
UPC Broadband Division; (ii) 24% to 26% for Telenet;
(iii) 22% to 24% for J:COM; and (iv) 20% to 22% for
VTR. The actual amount of the 2009 capital expenditures of the
UPC Broadband Division, Telenet, J:COM and VTR may vary from the
expected amounts for a variety of reasons, including
(i) changes in (a) the competitive or regulatory
environment, (b) business plans or (c) our current or
expected future operating results, and (ii) the
availability of sufficient capital. Accordingly, no assurance
can be given that actual results will not vary materially from
our expectations. In terms of the composition of our aggregate
2009 capital expenditures, we expect that almost half will be
used to purchase and install customer premise equipment and that
the remainder will be used to fund the rebuild and upgrade of
portions of our broadband distribution systems and other capital
requirements.
Financing Activities. Net cash used by
financing activities during 2008 was $826.9 million,
compared to net cash provided by financing activities of
$327.5 million during 2007. This change primarily is
attributable to the net effect of (i) a
$1,178.4 million decrease in cash received from net
borrowings, (ii) a $563.0 million decrease in the net
use of cash due to a reduction in cash distributed by our
subsidiaries to minority interest owners, (iii) an increase
in cash paid to repurchase our LGI Series A and
Series C common stock of $475.0 million and
(iv) a decrease in the reported net use of cash due to
changes in foreign currency exchange rates.
2007
Consolidated Cash Flow Statement
General. During 2007, we used net cash
provided by our operating activities of $2,453.2 million,
net cash provided by our financing activities of
$327.5 million and $6.0 million of our existing cash
and cash equivalent balances (excluding a $161.0 million
increase due to changes in foreign currency exchange rates) to
fund net cash used by our investing activities of
$2,786.7 million.
Operating Activities. Net cash flows from
operating activities increased $541.9 million, from
$1,911.3 million during 2006 to $2,453.2 million
during 2007. This increase primarily is attributable to the net
effect of (i) an
II-45
increase in the cash generated by our video, voice and broadband
internet services, (ii) an increase in the reported net
cash provided by operating activities due to changes in foreign
currency exchange rates, (iii) a decrease in net cash
provided by operating activities due to higher cash payments for
interest and (iv) a decrease in net cash provided by
operating activities due to higher cash payments to settle
certain derivative instruments.
Investing Activities. Net cash used by
investing activities increased $2,622.7 million, from
$164.0 million during 2006 to $2,786.7 million during
2007. This increase is due primarily to (i) the 2006
receipt of $2,548.1 million of proceeds upon the
disposition of discontinued operations, net of disposal costs
and (ii) an increase in capital expenditures of
$526.6 million.
The UPC Broadband Division accounted for $1,068.8 million
and $822.1 million of our consolidated capital expenditures
during 2007 and 2006, respectively. The increase in the capital
expenditures of the UPC Broadband Division primarily is due to
(i) increases due to changes in foreign currency exchange
rates, (ii) increased expenditures for new build and
upgrade projects to expand services, (iii) increases in
expenditures for support capital such as information technology
upgrades and general support systems, (iv) increased
expenditures for the purchase and installation of customer
premise equipment and (v) increases due to the effects of
acquisitions. During 2007 and 2006, the UPC Broadband
Divisions capital expenditures represented 27.1% and
25.1%, respectively, of its revenue.
Our Belgium segment accounted for $237.6 million and
$4.5 million of our consolidated capital expenditures
during 2007 and 2006, respectively. This increase primarily is
attributable to our consolidation of Telenet effective
January 1, 2007. Telenet uses capital lease arrangements to
finance a portion of its capital expenditures. Including
$22.7 million of expenditures that were financed under
capital lease arrangements, Telenets capital expenditures
aggregated $260.3 million during 2007. Telenets
capital expenditures during the 2007 period primarily relate to
(i) expenditures for new build and upgrade projects to
expand services, (ii) the purchase and installation of
customer premise equipment and (iii) other factors such as
expenditures for buildings and general support systems. During
2007, the capital expenditures of our Telenet segment (including
amounts financed under capital lease arrangements) represented
20.2% of its revenue.
J:COM accounted for $395.5 million and $416.7 million
of our consolidated capital expenditures during 2007 and 2006,
respectively. J:COM uses capital lease arrangements to finance a
significant portion of its capital expenditures. Including
$161.0 million and $149.4 million of expenditures that
were financed under capital lease arrangements, J:COMs
capital expenditures aggregated $556.5 million and
$566.1 million during 2007 and 2006, respectively. The
decrease in J:COMs capital expenditures (including amounts
financed under capital lease arrangements) is primarily due to
the net effect of (i) increased expenditures related to the
effects of acquisitions, (ii) lower expenditures for new
build and upgrade projects to expand services,
(iii) decreases in expenditures for support capital such as
information technology upgrades and general support systems and
(iv) increased expenditures for the purchase and
installation of customer premise equipment. During 2007 and
2006, J:COMs capital expenditures (including amounts
financed under capital lease arrangements) represented 24.7% and
29.8%, respectively, of its revenue.
VTR accounted for $157.7 million and $138.2 million of
our consolidated capital expenditures during 2007 and 2006,
respectively. The increase in the capital expenditures of VTR is
primarily due to (i) increases in expenditures for support
capital such as information technology upgrades and general
support systems, (ii) increased costs for the purchase and
installation of customer premise equipment, (iii) increases
due to changes in foreign currency exchange rates and
(iv) increased expenditures for new build and upgrade
projects to expand services and to meet increased traffic and
certain regulatory commitments. During 2007 and 2006, VTRs
capital expenditures represented 24.8% and 24.7%, respectively,
of its revenue.
Financing Activities. Net cash provided by
financing activities during 2007 was $327.5 million,
compared to net cash used by financing activities of
$1,185.5 million during 2006. This change primarily is
attributable to the net effect of (i) a
$1,546.7 million increase in cash received from net
borrowings, (ii) a $501.2 million increase in cash
distributions by our subsidiaries to minority interest holders,
(iii) a $400.4 million increase related to changes in
cash collateral, (iv) a $106.4 million increase in
proceeds received from the issuance of stock by our subsidiaries
and (v) an increase in the reported net cash provided due
to changes in foreign currency exchange rates.
II-46
Off
Balance Sheet Arrangements and Aggregate Contractual
Obligations
Off
Balance Sheet Arrangements
In the ordinary course of business, we have provided
indemnifications to (i) purchasers of certain of our
assets, (ii) our lenders, (iii) our vendors and
(iv) other parties. In addition, we have provided
performance
and/or
financial guarantees to local municipalities, our customers and
vendors. Historically, these arrangements have not resulted in
our company making any material payments and we do not believe
that they will result in material payments in the future.
As further described in note 20 to our consolidated
financial statements, we have certain contingent obligations
pursuant to which our co-investors in certain entities could
require us to purchase their ownership interests.
Contractual
Commitments
As of December 31, 2008, the U.S. dollar equivalent
(based on December 31, 2008 exchange rates) of our
consolidated contractual commitments are as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due during:
|
|
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
in millions
|
|
|
Debt (excluding interest)
|
|
$
|
314.1
|
|
|
$
|
389.5
|
|
|
$
|
1,078.3
|
|
|
$
|
2,816.6
|
|
|
$
|
3,368.8
|
|
|
$
|
11,528.5
|
|
|
$
|
19,495.8
|
|
Capital leases (excluding interest)
|
|
|
241.9
|
|
|
|
221.5
|
|
|
|
179.4
|
|
|
|
139.5
|
|
|
|
91.0
|
|
|
|
299.2
|
|
|
|
1,172.5
|
|
Operating leases
|
|
|
208.3
|
|
|
|
114.3
|
|
|
|
72.3
|
|
|
|
49.4
|
|
|
|
31.8
|
|
|
|
105.9
|
|
|
|
582.0
|
|
Programming, satellite and other purchase obligations
|
|
|
321.1
|
|
|
|
103.3
|
|
|
|
23.0
|
|
|
|
10.9
|
|
|
|
3.3
|
|
|
|
10.7
|
|
|
|
472.3
|
|
Other commitments
|
|
|
80.6
|
|
|
|
67.0
|
|
|
|
62.3
|
|
|
|
57.8
|
|
|
|
56.3
|
|
|
|
1,377.1
|
|
|
|
1,701.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (a)
|
|
$
|
1,166.0
|
|
|
$
|
895.6
|
|
|
$
|
1,415.3
|
|
|
$
|
3,074.2
|
|
|
$
|
3,551.2
|
|
|
$
|
13,321.4
|
|
|
$
|
23,423.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected cash interest payments on debt and capital lease
obligations (b)
|
|
$
|
855.5
|
|
|
$
|
830.6
|
|
|
$
|
819.1
|
|
|
$
|
769.0
|
|
|
$
|
701.6
|
|
|
$
|
796.0
|
|
|
$
|
4,771.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The commitments reflected in this table do not reflect any
liabilities that are included in our December 31, 2008
balance sheet other than debt and capital lease obligations. Our
liability for uncertain tax positions in the various
jurisdictions in which we operate ($158.5 million at
December 31, 2008) has been excluded from the table as
the amount and timing of any related payments are not subject to
reasonable estimation. |
|
(b) |
|
Amounts are based on interest rates and contractual maturities
in effect as of December 31, 2008. The amounts presented do
not include the impact of our interest rate derivative
agreements, deferred financing costs or commitment fees, all of
which affect our overall cost of borrowing. |
Programming commitments consist of obligations associated with
certain of our programming, studio output and sports rights
contracts that are enforceable and legally binding on us in that
we have agreed to pay minimum fees, without regard to
(i) the actual number of subscribers to the programming
services, (ii) whether we terminate cable service to a
portion of our subscribers or dispose of a portion of our cable
systems, or (iii) whether we discontinue our premium film
or sports services. The amounts reflected in the table with
respect to these contracts are significantly less than the
amounts we expect to pay in these periods under these contracts.
Payments to programming vendors have in the past represented,
and are expected to continue to represent in the future, a
significant portion of our operating costs. The ultimate amount
payable in excess of the contractual minimums of our studio
output contracts, which expire at various dates through 2014, is
dependent upon the number of subscribers to our premium movie
service and the theatrical success of the films that we exhibit.
Satellite commitments consist of obligations associated with
satellite carriage services provided to our company. Other
purchase obligations include commitments to purchase customer
premise equipment that are enforceable and legally binding on us.
II-47
Other commitments relate primarily to Telenets commitments
for the Telenet PICs Network operating costs pursuant to the
2008 PICs Agreement. Beginning in the seventh year of the 2008
PICs Agreement, these commitments are subject to adjustment
based on changes in the network operating costs incurred by
Telenet with respect to its own networks. These potential
adjustments are not subject to reasonable estimation, and
therefore, are not included in the above table. Other
commitments also include fixed minimum contractual commitments
associated with our agreements with franchise or municipal
authorities.
In addition to the commitments set forth in the table above, we
have significant commitments under derivative instruments and
agreements with programming vendors and other third parties
pursuant to which we expect to make payments in future periods.
We also have commitments pursuant to agreements with, and
obligations imposed by, franchise authorities and
municipalities, including our obligations in certain markets to
move aerial cable to underground ducts or to upgrade, rebuild or
extend portions of our broadband distribution systems. Such
amounts are not included in the above table because they are not
fixed or determinable.
Critical
Accounting Policies, Judgments and Estimates
In connection with the preparation of our consolidated financial
statements, we make estimates and assumptions that affect the
reported amounts of assets and liabilities, revenue and
expenses, and related disclosure of contingent assets and
liabilities. Critical accounting policies are defined as those
policies that are reflective of significant judgments, estimates
and uncertainties, which would potentially result in materially
different results under different assumptions and conditions. We
believe the following accounting policies are critical in the
preparation of our consolidated financial statements because of
the judgment necessary to account for these matters and the
significant estimates involved, which are susceptible to change:
|
|
|
|
|
Impairment of property and equipment and intangible assets;
|
|
|
|
Costs associated with construction and installation activities;
|
|
|
|
Useful lives of long-lived assets;
|
|
|
|
Fair value measurements;
|
|
|
|
Income tax accounting;
|
We have discussed the selection of the aforementioned critical
accounting policies with the Audit Committee of our Board of
Directors. For additional information concerning our accounting
policies, see note 3 to our consolidated financial
statements.
Impairment
of Property and Equipment and Intangible Assets
Carrying Value. The aggregate carrying value
of our property and equipment and intangible assets (including
goodwill) that were held for use comprised 85% and 79% of our
total assets at December 31, 2008 and 2007, respectively.
Pursuant to SFAS 142 and SFAS 144, we are required to
assess the recoverability of our long-lived assets.
SFAS 144 requires that we review, when circumstances
warrant, the carrying amounts of our property and equipment and
our intangible assets (other than goodwill and indefinite-lived
intangible assets) to determine whether such carrying amounts
continue to be recoverable. Such events or changes in
circumstance may include, among other items, (i) an
expectation of a sale or disposal of a long-lived asset or asset
group, (ii) adverse changes in market or competitive
conditions, (iii) an adverse change in legal factors or
business climate in the markets in which we operate and
(iv) operating or cash flow losses. For purposes of
impairment testing, long-lived assets are grouped at the lowest
level for which cash flows are largely independent of other
assets and liabilities, which is generally at or below the
reporting unit level (see below). If the carrying amount of the
asset or asset group is greater than the expected undiscounted
cash flows to be generated by such asset, an impairment
adjustment is recognized. Such adjustment is measured by the
amount that the carrying value of such assets exceeds their fair
value. We generally measure fair value by considering sale
prices for similar assets or by discounting estimated future
cash flows using an appropriate discount rate. Assets to be
disposed of are carried at the lower of their financial
statement carrying amount or fair value less costs to sell.
II-48
Pursuant to SFAS 142, we evaluate the goodwill, franchise
rights and other indefinite-lived intangible assets for
impairment at least annually on October 1 and whenever other
facts and circumstances indicate that the carrying amounts of
goodwill and indefinite-lived intangible assets may not be
recoverable. For purposes of the goodwill evaluation, we compare
the fair values of our reporting units to their respective
carrying amounts. A reporting unit is an operating segment or
one level below an operating segment (referred to as a
component). In most cases, our operating segments are deemed to
be a reporting unit either because the operating segment is
comprised of only a single component, or the components below
the operating segment are aggregated as they have similar
economic characteristics. If the carrying value of a reporting
unit were to exceed its fair value, we would then compare the
implied fair value of the reporting units goodwill to its
carrying amount, and any excess of the carrying amount over the
fair value would be charged to operations as an impairment loss.
Any excess of the carrying value over the fair value of
franchise rights or other indefinite-lived intangible assets is
also charged to operations as an impairment loss.
We performed our annual impairment tests as of October 1,
2008 and concluded that no impairment charges were necessary.
However, we subsequently experienced a significant decline in
the market price of our LGI common stock during the fourth
quarter of 2008. As a result of this decline, the carrying value
of our net assets exceeded our aggregate market capitalization
for a portion of the fourth quarter of 2008, and we concluded
that our October 1, 2008 impairment tests should be
updated. Among other revisions, the updated impairment tests
used discount rates that were higher than those used in our
October 1, 2008 tests. Based on these updated tests, we
concluded that the estimated fair value of our Romanian
reporting unit was less than its carrying value and that the
implied fair value of the goodwill related to this reporting
unit was less than its carrying value. The fair value of the
reporting unit was based on discounted cash flow analyses that
contemplated, among other matters, (i) the current and
expected future impact of competition in Romania,
(ii) anticipated costs associated with requirements imposed
by certain municipalities to move aerial cable to underground
ducts and (iii) the impact of disruptions in the credit and
equity markets on our weighted average cost of capital with
respect to our Romanian reporting unit. Accordingly, we recorded
a $144.8 million charge during the fourth quarter of 2008
to reflect this goodwill impairment. This impairment charge is
included in impairment, restructuring and other operating
charges, net, in our consolidated statement of operations.
Based on business conditions and market values that existed at
December 31, 2008, we concluded that no other impairments
of our goodwill or other long-lived assets were required.
However, the market values of the publicly-traded equity of our
company and certain of our publicly-traded subsidiaries continue
to be depressed and we continue to experience difficult economic
environments and significant competition in most of our markets.
If, among other factors, (i) our equity values remain
depressed or decline further, (ii) our subsidiaries equity
values decline further, or (iii) the adverse impacts of
economic or competitive factors are worse than anticipated, we
could conclude in future periods that additional impairment
charges are required in order to reduce the carrying values of
our goodwill, and to a lesser extent, other long-lived assets.
Depending on (i) our or our subsidiaries equity
prices, (ii) economic and competitive conditions and
(iii) other factors, any such impairment charges could be
significant.
Under both SFAS 144 and SFAS 142, considerable
management judgment is necessary to estimate the fair value of
reporting units and underlying long-lived and indefinite-lived
assets. Certain of our reporting units are publicly traded in
active markets. For these reporting units, our fair value
determinations are based on quoted market prices. For the
remainder of our reporting units, we typically determine fair
value using an income-based (discounted cash flows) or, in some
cases, a market-based approach, based on assumptions in our
long-range business plans, which we update at least annually.
For purposes of our 2008 SFAS 142 impairment tests, we
relied primarily on the income-based approach due to lack of
recent transactions involving businesses similar to our
broadband communications and programming businesses. With
respect to our discounted cash flow analysis, the timing and
amount of future cash flows under these business plans require
estimates, among other items, of subscriber growth and retention
rates, rates charged per product, expected gross margin and
operating cash flow margins and expected capital expenditures.
The development of these cash flows, and the discount rate
applied to the cash flows, is subject to inherent uncertainties,
and actual results could vary significantly from such estimates.
The discount rates used in determining fair values of our
reporting units for purposes of our updated 2008 SFAS 142
impairment tests ranged from 12% to 18%. The aggregate fair
values used in our updated 2008 SFAS 142
II-49
impairment tests exceeded our average market capitalization, as
determined over a representative period, by an amount which we
believe to be reasonable in light of the fact that our equity,
and the equity of other companies within our industry, have
historically traded at comparable discounts to private market
valuations and transactions.
In order to assess the sensitivity of the reporting unit fair
value determinations used for our updated 2008 SFAS 142
impairment calculations, we applied hypothetical decreases of
20% and 30% to the estimated fair value of each reporting unit.
A hypothetical 20% decrease in the fair value of each of our
reporting units would have resulted in (i) an estimated
increase in the impairment of the goodwill associated with our
Romanian reporting unit ranging from approximately
$50 million to $100 million and (ii) estimated
goodwill impairments with respect to two additional reporting
units ranging, in the aggregate, from approximately
$100 million to $150 million. A hypothetical 30%
decrease in the fair value of each of our reporting units would
have resulted in (i) an estimated increase in the
impairment of the goodwill associated with our Romanian
reporting unit ranging from approximately $100 million to
$150 million and (ii) estimated goodwill impairments
with respect to six additional reporting units, including our
reporting units in Switzerland, Hungary and the Czech Republic,
ranging, in the aggregate, from approximately $700 million
to $1.3 billion.
During 2008, 2007 and 2006, we recorded impairments of our
property and equipment and intangible assets (including
goodwill) aggregating $148.9 million, $12.3 million
and $15.5 million, respectively.
Costs
Associated with Construction and Installation
Activities
In accordance with SFAS 51, Financial Reporting by Cable
Television Companies, we capitalize costs associated with
the construction of new cable transmission and distribution
facilities and the installation of new cable services.
Installation activities that are capitalized include
(i) the initial connection (or drop) from our cable system
to a customer location, (ii) the replacement of a drop, and
(iii) the installation of equipment for additional
services, such as digital cable, telephone or broadband internet
service. The costs of other customer-facing activities such as
reconnecting customer locations where a drop already exists,
disconnecting customer locations and repairing or maintaining
drops, are expensed as incurred.
The nature and amount of labor and other costs to be capitalized
with respect to construction and installation activities
involves significant judgment. In addition to direct external
and internal labor and materials, we also capitalize other costs
directly attributable to our construction and installation
activities, including dispatch costs, quality control costs,
vehicle-related costs, certain warehouse expenses and tools. We
continuously monitor the appropriateness of our capitalization
policy and update the policy when necessary to respond to
changes in facts and circumstances, such as the development of
new products and services, and changes in the manner that
installations or construction activities are performed.
Useful
Lives of Long-Lived Assets
We depreciate our property and equipment on a straight-line
basis over the estimated economic useful life of the assets. The
determination of the economic useful lives of property and
equipment requires significant management judgment, based on
factors such as the estimated physical lives of the assets,
technological change, changes in anticipated use, legal and
economic factors, rebuild and equipment swap-out plans, and
other factors. Our intangible assets with definite lives
primarily consist of customer relationships. Customer
relationship intangible assets are amortized on a straight-line
basis over the estimated weighted average life of the customer
relationships. The determination of the estimated useful life of
customer relationship intangible assets requires significant
management judgment, and is primarily based on historical and
forecasted churn rates, adjusted when necessary for risk
associated with demand, competition, technical changes and other
economic factors. We regularly review whether changes to
estimated useful lives are required in order to accurately
reflect the economic use of our property and equipment and
intangible assets with definite lives. Any changes to estimated
useful lives are reflected prospectively beginning in the period
that the change is deemed necessary. Changes to useful lives
during 2008 did not have a material impact on our depreciation
and amortization expense. Depreciation and amortization expense
during 2008, 2007 and 2006 was $2,857.7 million,
$2,493.1 million and $1,884.7 million, respectively. A
10% increase in the aggregate amount of our depreciation and
amortization expense during 2008 would have resulted in a
$285.8 million or 21.0% decrease in our 2008 operating
income.
II-50
Fair
Value Measurements
SFAS 157 provides guidance with respect to the recurring
and non-recurring fair value measurements. We adopted the
provisions of SFAS 157 with respect to recurring fair value
measurements effective January 1, 2008 and we will adopt
the provisions of SFAS 157 with respect to non-recurring
fair value measurements effective January 1, 2009.
SFAS 157 provides for a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure
fair value into three broad levels. Level 1 inputs are
quoted market prices in active markets for identical assets or
liabilities that the reporting entity has the ability to access
at the measurement date. Level 2 inputs are inputs other
than quoted market prices included within Level 1 that are
observable for the asset or liability, either directly or
indirectly. Level 3 inputs are unobservable inputs for the
asset or liability.
Recurring Valuations. We perform recurring
fair value measurements with respect to our derivative
instruments, fair value method investments and UGC Convertible
Notes, all of which are carried at fair value. We use
(i) cash flow valuation models to determine the fair values
of the UGC Convertible Notes and our interest rate and foreign
currency derivative instruments, and (ii) the Black-Scholes
option pricing model to determine the fair values of our
equity-related derivative instruments. We use quoted market
prices when available and, when not available, we use a
combination of an income approach (discounted cash flows) and a
market approach (market multiples of similar businesses) to
determine the fair value of our fair value method investments.
For a detailed discussion of the inputs we use to determine the
fair value of our derivative instruments, fair value method
investments and UGC Convertible Notes, see note 8 to our
consolidated financial statements. See also notes 6, 7 and
10 to our consolidated financial statements for information
concerning our fair value method investments, derivative
instruments, and UGC Convertible Notes, respectively.
Changes in the fair values of our derivative instruments, fair
value method investments and UGC Convertible Notes have had, and
we believe will continue to have, a significant and volatile
impact on our results of operations. During 2008, 2007 and 2006,
we reported in our statements of operations net gains (losses)
of $71.9 million, ($127.6 million) and
($411.0 million), respectively, attributable to changes in
the fair value of these items.
As further described in note 8 to our consolidated
financial statements, actual amounts received or paid upon the
settlement of our derivative instruments, disposal of our fair
value method investments, or repayment of the UGC Convertible
Notes may differ materially from the recorded fair values.
For information concerning the sensitivity of the fair value of
certain of our more significant derivative instruments to
changes in market conditions, see Quantitative and
Qualitative Disclosures About Market Risk Derivative
Instruments below.
Non-recurring Valuations. Our non-recurring
valuations are primarily associated with the application of
purchase accounting, which requires that we determine the fair
values of the acquired net assets with the assistance of
third-party valuation specialists. In making these
determinations, we are required to make estimates and
assumptions that affect the recorded amounts, including, but not
limited to, expected future cash flows, market comparables and
discount rates, remaining useful lives of long-lived assets,
replacement costs of property and equipment and the amounts to
be recovered in future periods from acquired net operating
losses and other deferred tax assets. Our estimates in this area
impact, among other items, the amount of depreciation and
amortization, impairment charges and income tax expense or
benefit that we report in the periods following the acquisition
date. Our estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain.
From December 31, 2005 to December 31, 2008, the
aggregate amount of our property and equipment and intangible
assets increased by $10.3 billion or 58.9%. A significant
portion of this increase is attributable to increases resulting
from the application of purchase accounting. As noted above, we
will adopt the provisions of SFAS 157 with respect to
non-recurring fair value measurements effective January 1,
2009. For additional information concerning our acquisitions,
see note 4 to our consolidated financial statements.
Income
Tax Accounting
We are required to estimate the amount of tax payable or
refundable for the current year and the deferred tax assets and
liabilities for the future tax consequences attributable to
differences between the financial statement
II-51
carrying amounts and income tax basis of assets and liabilities
and the expected benefits of utilizing net operating loss and
tax credit carryforwards, using enacted tax rates in effect for
each taxing jurisdiction in which we operate for the year in
which those temporary differences are expected to be recovered
or settled. This process requires our management to make
assessments regarding the timing and probability of the ultimate
tax impact of such items.
Net deferred tax assets are reduced by a valuation allowance if
we believe it more-likely-than-not such net deferred tax assets
will not be realized. Establishing a tax valuation allowance
requires us to make assessments about the timing of future
events, including the probability of expected future taxable
income and available tax planning strategies. At
December 31, 2008, the aggregate valuation allowance
provided against deferred tax assets was $2,053.0 million.
The actual amount of deferred income tax benefits realized in
future periods will likely differ from the net deferred tax
assets reflected in our December 31, 2008 balance sheet due
to, among other factors, possible future changes in income tax
law or interpretations thereof in the jurisdictions in which we
operate and differences between estimated and actual future
taxable income. Any of such factors could have a material effect
on our current and deferred tax position as reported in our
consolidated financial statements. A high degree of judgment is
required to assess the impact of possible future outcomes on our
current and deferred tax positions.
Tax laws in jurisdictions in which we operate are subject to
varied interpretation, and many tax positions we take are
subject to significant uncertainty regarding whether the
position will be ultimately sustained after review by the
relevant tax authority. We recognize the financial statement
effects of a tax position when it is more-likely-than-not, based
on technical merits, that the position will be sustained upon
examination. The determination of whether the tax position meets
the more-likely-than-not threshold requires a facts-based
judgment using all information available. In a number of cases,
we have concluded that the more-likely-than-not threshold is not
met, and accordingly, the amount of tax benefit recognized in
the financial statements is different than the amount taken or
expected to be taken in our tax returns. As of December 31,
2008, the amount of unrecognized tax benefits for financial
reporting purposes, but taken or expected to be taken on tax
returns, was $424.6 million, of which $391.5 million
would have a favorable impact on our effective income tax rate
if ultimately recognized, after considering amounts that we
would expect to be offset by valuation allowances.
We are required to continually assess our tax positions, and the
results of tax examinations or changes in judgment can result in
substantial changes to our unrecognized tax benefits.
We have taxable outside basis differences on certain investments
in foreign subsidiaries. We do not recognize the deferred tax
liabilities associated with these outside basis differences when
the difference is considered essentially permanent in duration.
In order to be considered essentially permanent in duration,
sufficient evidence must indicate that the foreign subsidiary
has invested or will invest its undistributed earnings
indefinitely, or that earnings will be remitted in a tax-free
liquidation. If circumstances change and it becomes apparent
that some or all of the undistributed earnings will be remitted
in the foreseeable future, a deferred tax liability must be
recorded for some or all of the outside basis difference. The
assessment of whether these outside basis differences are
considered permanent in nature requires significant judgment and
is based on management intentions to reinvest the earnings of a
foreign subsidiary indefinitely in light of anticipated
liquidity requirements and other relevant factors. As of
December 31, 2008, we have approximately $2.5 billion
of taxable outside basis differences that have not been
recognized. If our plans or intentions change in the future due
to liquidity or other relevant considerations, we could decide
that it would be prudent to repatriate significant funds or
other assets from one or more of our subsidiaries, even though
we would incur a tax liability in connection with any such
repatriation. If our plans or intentions were to change in this
manner, the recognition of all or a part of these outside basis
differences could have a significant impact on our consolidated
income tax expense and net earnings (loss).
For additional information concerning our income taxes, see
note 12 to our consolidated financial statements.
|
|
Item 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Market risk refers to the risk of loss arising from adverse
changes in foreign currency exchange rates, interest rates and
stock prices. The risk of loss can be assessed from the
perspective of adverse changes in fair values, cash flows and
future earnings. As further described below, we have established
policies, procedures and internal processes governing our
management of market risks and the use of derivative instruments
to manage our exposure to such risks.
II-52
Cash
and Investments
We invest our cash in highly liquid instruments that meet high
credit quality standards. From a U.S. dollar perspective,
we are exposed to exchange rate risk with respect to certain of
our cash balances that are denominated in euros, Japanese yen
and, to a lesser degree, other currencies. At December 31,
2008, our European subsidiaries held cash balances of
$836.3 million that were denominated in euros and J:COM and
Super Media collectively held cash balances of
$257.3 million that were denominated in Japanese yen.
Subject to applicable debt covenants, these euro and Japanese
yen cash balances are available to be used for future
acquisitions and other liquidity requirements that may be
denominated in such currencies.
We are also exposed to market price fluctuations related to our
investments in Sumitomo and News Corp. At December 31,
2008, the aggregate fair value of these investments was
approximately $442.2 million. Where appropriate, we manage
our exposure to market price fluctuations with derivative
instruments such as the Sumitomo Collar and the News Corp.
Forward.
Foreign
Currency Risk
We are exposed to foreign currency exchange rate risk in
situations where our debt is denominated in a currency other
than the functional currency of the operations whose cash flows
support our ability to repay or refinance such debt. Although we
generally seek to match the denomination of our and our
subsidiaries borrowings with the functional currency of
the operations that are supporting the respective borrowings,
market conditions or other factors may cause us to enter into
borrowing arrangements that are not denominated in the
functional currency of the underlying operations (unmatched
debt). In these cases, our policy is to provide for an economic
hedge against foreign currency exchange rate movements by using
cross-currency interest rate swaps to synthetically convert
unmatched debt into the applicable underlying currency. At
December 31, 2008, substantially all of our debt was either
directly or synthetically matched to the applicable functional
currencies of the underlying operations through the applicable
maturity dates of the underlying debt. For additional
information concerning the terms of our cross-currency interest
rate swaps, see note 7 to our consolidated financial
statements.
In addition to the exposure that results from the mismatch of
our borrowing and underlying functional currencies, we are
exposed to foreign currency risk to the extent that we enter
into transactions denominated in currencies other than our or
our subsidiaries respective functional currencies, such as
investments in debt and equity securities of foreign
subsidiaries, equipment purchases, programming contracts, notes
payable and notes receivable (including intercompany amounts)
that are denominated in a currency other than the applicable
functional currency. Changes in exchange rates with respect to
amounts recorded in our consolidated balance sheets related to
these items will result in unrealized (based upon period-end
exchange rates) or realized foreign currency transaction gains
and losses upon settlement of the transactions. Moreover, to the
extent that our revenue, costs and expenses are denominated in
currencies other than our respective functional currencies, we
will experience fluctuations in our revenue, costs and expenses
solely as a result of changes in foreign currency exchange
rates. In this regard, we expect that during 2009,
(i) approximately 1% to 3% of our revenue,
(ii) approximately 5% to 7% of our aggregate operating and
SG&A expenses (exclusive of stock-based compensation
expense) and (iii) approximately 20% to 23% of our capital
expenditures (including capital lease additions) will be
denominated in non-functional currencies, including amounts
denominated in (a) U.S. dollars in Europe, Chile,
Japan and Australia and (b) euros in Poland, Hungary,
Romania and the Czech Republic. The actual levels of our
non-functional currency transactions may differ from our
expectations. Generally, we will consider hedging these foreign
currency risks when the risks arise from agreements with third
parties that involve the future payment or receipt of cash or
other monetary items to the extent that we can reasonably
predict the timing and amount of such payments or receipts. In
this regard, we have entered into foreign currency forward
contracts covering the forward purchase of the U.S. dollar,
the Polish zloty, the Hungarian forint and the Japanese yen and
the forward sale of the euro, the Japanese yen, the Chilean peso
and the Australian dollar to hedge certain of these risks.
Although certain non-functional currency risks related to our
capital expenditures and operating and SG&A expenses were
not hedged as of December 31, 2008, we expect to increase
our use of hedging strategies with respect to these risks during
2009. For additional information concerning our foreign currency
forward contracts, see note 7 to our consolidated financial
statements.
II-53
We also are exposed to unfavorable and potentially volatile
fluctuations of the U.S. dollar (our reporting currency)
against the currencies of our operating subsidiaries and
affiliates when their respective financial statements are
translated into U.S. dollars for inclusion in our
consolidated financial statements. Cumulative translation
adjustments are recorded in accumulated other comprehensive
earnings (loss) as a separate component of stockholders
equity. Any increase (decrease) in the value of the
U.S. dollar against any foreign currency that is the
functional currency of one of our operating subsidiaries or
affiliates will cause us to experience unrealized foreign
currency translation losses (gains) with respect to amounts
already invested in such foreign currencies. As a result of
foreign currency risk, we may experience a negative impact on
our comprehensive earnings (loss) and equity with respect to our
holdings solely as a result of foreign currency translation. Our
primary exposure to foreign currency risk from a foreign
currency translation perspective is to the euro and the Japanese
yen as 38.0% and 27.0% of our U.S. dollar revenue during
2008 was derived from subsidiaries whose functional currencies
are the euro and the Japanese yen, respectively. In addition, we
have significant exposure to changes in the exchange rates for
the Swiss franc, the Chilean peso, the Hungarian forint, the
Australian dollar and other local currencies in Europe. We
generally do not hedge against the risk that we may incur
non-cash losses upon the translation of the financial statements
of our subsidiaries and affiliates into U.S. dollars.
The relationship between (i) the euro, the Swiss franc, the
Japanese yen, the Chilean peso, the Hungarian forint and the
Australian dollar and (ii) the U.S. dollar, which is
our reporting currency, is shown below, per one U.S. dollar:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
Spot rates:
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Euro
|
|
|
0.7167
|
|
|
|
0.6857
|
|
|
|
0.7582
|
|
Swiss franc
|
|
|
1.0687
|
|
|
|
1.1360
|
|
|
|
1.2198
|
|
Japanese yen
|
|
|
90.790
|
|
|
|
111.79
|
|
|
|
119.08
|
|
Chilean peso
|
|
|
638.50
|
|
|
|
498.10
|
|
|
|
534.25
|
|
Hungarian forint
|
|
|
190.27
|
|
|
|
173.30
|
|
|
|
190.65
|
|
Australian dollar
|
|
|
1.4192
|
|
|
|
1.1406
|
|
|
|
1.2686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
Average rates:
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Euro
|
|
|
0.6832
|
|
|
|
0.7305
|
|
|
|
0.7969
|
|
Swiss franc
|
|
|
1.0822
|
|
|
|
1.2001
|
|
|
|
1.2533
|
|
Japanese yen
|
|
|
103.34
|
|
|
|
117.77
|
|
|
|
116.36
|
|
Chilean peso
|
|
|
522.81
|
|
|
|
522.24
|
|
|
|
530.40
|
|
Hungarian forint
|
|
|
172.42
|
|
|
|
183.59
|
|
|
|
210.21
|
|
Australian dollar
|
|
|
1.1968
|
|
|
|
1.1954
|
|
|
|
1.3278
|
|
Inflation
and Foreign Investment Risk
We are subject to inflationary pressures with respect to labor,
programming and other costs. While we attempt to increase our
revenue to offset increases in costs, there is no assurance that
we will be able to do so. Therefore, costs could rise faster
than associated revenue, thereby resulting in a negative impact
on operating cash flow and net earnings (loss). The economic
environment in the respective countries in which we operate is a
function of government, economic, fiscal and monetary policies
and various other factors beyond our control. We currently are
unable to predict the extent that price levels might be impacted
in future periods by the ongoing weakness in the worldwide
economy.
Interest
Rate Risks
We are exposed to changes in interest rates primarily as a
result of our borrowing and investment activities, which include
fixed-rate and variable-rate investments and borrowings by our
operating subsidiaries. Our primary exposure to variable-rate
debt is through the EURIBOR-indexed and LIBOR-indexed debt of
UPC Broadband
II-54
Holding, the EURIBOR-indexed debt of Telenet, the Japanese yen
LIBOR-indexed and TIBOR-indexed debt of J:COM, the TIBOR-indexed
debt of LGJ Holdings, the LIBOR-indexed debt of VTR, the AUD
BBSY-indexed debt of Austar and the variable-rate debt of
certain of our other subsidiaries.
In general, we seek to enter into derivative instruments to
protect against increases in the interest rates on our
variable-rate debt through the maturity date of the applicable
underlying debt. Accordingly, we have entered into various
derivative transactions to reduce exposure to increases in
interest rates. We use interest rate derivative agreements to
exchange, at specified intervals, the difference between fixed
and variable interest rates calculated by reference to an
agreed-upon
notional principal amount. We also use interest rate cap and
collar agreements that lock in a maximum interest rate if
variable rates rise, but also allow our company to benefit, to a
limited extent, from declines in market rates. At
December 31, 2008, we effectively paid a fixed interest
rate on 91% of our variable-rate debt through the use of
interest rate derivative instruments that convert variable rates
to fixed rates. The final maturity dates of our various
portfolios of interest rate derivative instruments generally
correspond to the respective maturities of the underlying
variable-rate debt. For additional information concerning the
terms of these interest rate derivative instruments, see
note 7 to our consolidated financial statements.
Weighted Average Variable Interest Rate. At
December 31, 2008, our variable-rate indebtedness
aggregated $15.4 billion, and the weighted average interest
rate (including margin) on such variable-rate indebtedness was
approximately 4.6%, excluding the effects of interest rate
derivative agreements, deferred financing costs or commitment
fees, all of which affect our overall cost of borrowing.
Assuming no change in the amount outstanding, and without giving
effect to any interest rate derivative agreements, deferred
financing costs or commitment fees, a hypothetical 50 basis
point (0.50%) increase (decrease) in our weighted average
variable interest rate would increase (decrease) our annual
consolidated interest expense and cash outflows by
$77.1 million. As discussed above and in note 7 to our
consolidated financial statements, we use interest rate
derivative contracts to manage our exposure to increases in
variable interest rates. In this regard, increases in the fair
value of these contracts generally would be expected to offset
most of the economic impact of increases in the variable
interest rates applicable to our indebtedness to the extent and
during the period that principal amounts are matched with
interest rate derivative contracts.
Credit
Risk
We are exposed to the risk that the counterparties to our
financial instruments, undrawn debt facilities and cash
investments will default on their obligations to us. We manage
the credit risks associated with our financial instruments, cash
and cash equivalents and undrawn debt facilities through the
evaluation and monitoring of the creditworthiness of, and
concentration of risk with, the respective counterparties. In
this regard, credit risk associated with our financial
instruments and undrawn debt facilities is spread across a broad
counterparty base of banks and financial institutions. In
addition, most of our cash is invested in either (i) AAA
credit rated money market funds, including funds that invest in
government obligations, or (ii) overnight deposits with
banks having a minimum credit rating of AA-. To date, neither
the access to nor the value of our cash and cash equivalent
balances have been adversely impacted by the recent liquidity
problems of financial institutions. We generally do not require
our counterparties to provide collateral or other security or to
enter into master netting arrangements.
At December 31, 2008, our exposure to credit risk included
(i) derivative assets with a fair value of
$1,124.1 million (including $616.7 million due from
counterparties for which we had offsetting liability positions
at December 31, 2008), (ii) cash and cash equivalent
balances of $1,374.0 million and (iii) aggregate
undrawn debt facilities of $1,084.3 million, including CLP
136,391.6 million ($213.6 million) of commitments
under the VTR Credit Facility for which we would be required to
set aside an equivalent amount of cash collateral.
Under our derivative contracts, the exercise of termination and
set-off provisions is generally at the option of the
non-defaulting party only. However, in an insolvency of a
derivative counterparty, a liquidator may be able to force the
termination of a derivative contract. In addition, mandatory
set-off of amounts due under the derivative contract and
potentially other contracts between our company and the relevant
counterparty may be applied under the insolvency regime of the
relevant jurisdiction. Accordingly, it is possible that we could
be required to make payments to an insolvent counterparty even
if that counterparty had previously defaulted on its obligations
under a derivative contract with our company. While we
anticipate that, in the event of the insolvency of one of our
II-55
derivative counterparties, we would seek to novate our
derivative contracts to different counterparties, no assurance
can be given that we would be able to do this on terms or
pricing that would be acceptable to us. If we are unable to, or
choose not to, novate to a different party, the risks that were
the subject of the original derivative contract would no longer
be hedged.
While we currently have no specific concerns about the
creditworthiness of any particular counterparty, given the
volatility and systemic risk in the markets at present and
recent failures of, and financial difficulties experienced by,
various banks and financial institutions, we cannot rule out the
possibility that one or more of our counterparties could fail or
otherwise be unable to meet its obligations to us. Any such
circumstances could have an adverse effect on our cash flows,
results of operations and financial condition.
Although we actively monitor the creditworthiness of our key
vendors, the financial failure of a key vendor could disrupt our
operations and have an adverse impact on our cash flows.
Sensitivity
Information
Information concerning the sensitivity of the fair value of
certain of our more significant derivative and financial
instruments to changes in market conditions is set forth below.
For additional information, see notes 7 and 8 to our
consolidated financial statements.
UPC
Broadband Holding Cross-currency and Interest Rate Derivative
Contracts
Holding all other factors constant, (i) an instantaneous
increase (decrease) of 10% in the value of the Swiss franc, the
Czech koruna, the Slovakian koruna, the Hungarian forint, the
Polish zloty and the Romanian lei relative to the euro at
December 31, 2008 would have decreased (increased) the
aggregate fair value of the UPC Broadband Holding cross-currency
and interest rate derivative contracts by approximately
443.9 million ($619.4 million), (ii) an
instantaneous increase (decrease) in the relevant base rate of
50 basis points (0.50%) at December 31, 2008 would
have increased (decreased) the aggregate fair value of the UPC
Broadband Holding cross-currency and interest rate derivative
contracts by approximately 148.1 million
($206.6 million), (iii) an instantaneous increase
(decrease) of 10% in the value of the euro relative to the U.S.
dollar at December 31, 2008 would have decreased
(increased) the aggregate fair value of the UPC Broadband
Holding cross-currency and interest rate derivative contracts by
approximately 96.2 million ($134.2 million),
(iv) an instantaneous increase (decrease) of 10% in the
value of the Swiss franc relative to the U.S. dollar at
December 31, 2008 would have decreased (increased) the
aggregate fair value of the UPC Broadband Holding cross-currency
and interest rate derivative contracts by approximately
45.4 million ($63.3 million), (v) an
instantaneous increase (decrease) of 10% in the value of the
Chilean peso relative to the U.S. dollar at
December 31, 2008 would have decreased (increased) the
aggregate value of the UPC Broadband Holding cross-currency and
interest rate derivative contracts by approximately
25.1 million ($35.0 million) (vi) an
instantaneous increase (decrease) of 10% in the value of the
Chilean peso relative to the euro at December 31, 2008
would have decreased (increased) the aggregate value of the UPC
Broadband Holding cross-currency and interest rate derivative
contracts by approximately 15.8 million
($22.0 million), (vii) an instantaneous decrease in
our credit spread of 50 basis points (0.50%) at
December 31, 2008 would have decreased the value of the UPC
Broadband Holding cross-currency and interest rate derivative
contracts by approximately $9.3 million, (viii) an
instantaneous increase in our credit spread of 50 basis
points (0.50%) at December 31, 2008 would have increased
the value of the UPC Broadband Holding cross-currency and
interest rate derivative contracts by approximately
$9.0 million, (ix) an instantaneous decrease in the
credit spread of our counterparties of 50 basis points
(0.50%) at December 31, 2008 would have increased the value
of the UPC Broadband Holding cross-currency and interest rate
derivative contracts by approximately $10.1 million and
(x) an instantaneous increase in the credit spread of our
counterparties of 50 basis points (0.50%) at
December 31, 2008 would have decreased the value of the UPC
Broadband Holding cross-currency and interest rate derivative
contracts by approximately $9.5 million.
VTR
Cross-currency and Interest Rate Derivative Contracts
Holding all other factors constant, (i) an instantaneous
increase (decrease) of 10% in the value of the Chilean peso
relative to the U.S. dollar at December 31, 2008 would
have decreased (increased) the aggregate fair value of
II-56
the VTR cross-currency and interest rate derivative contracts by
approximately CLP 34.2 billion ($53.6 million) and
(ii) an instantaneous increase (decrease) in the relevant
base rate (excluding margin) of 50 basis points (0.50%) at
December 31, 2008 would have increased (decreased) the
aggregate fair value of the VTR cross-currency and interest rate
derivative contracts by approximately CLP 8.0 billion
($12.6 million).
Telenet
Interest Rate Caps and Interest Rate Collars
Holding all other factors constant, (i) an instantaneous
increase in the relevant base rate of 50 basis points
(0.50%) at December 31, 2008 would have increased the
aggregate fair value of the Telenet interest rate cap and
interest rate collar contracts by approximately
32.8 million ($45.8 million) and (ii) an
instantaneous decrease in the relevant base rate of
50 basis points (0.50%) at December 31, 2008 would
have decreased the aggregate fair value of the Telenet interest
rate cap and interest rate collar contracts by approximately
7.5 million ($10.5 million).
UGC
Convertible Notes
Holding all other factors constant, (i) an instantaneous
increase of 10% in the forecasted volatility of the LGI
Series A and Series C common stock at
December 31, 2008 would have increased the fair value of
the UGC Convertible Notes by approximately
15.9 million ($22.2 million), (ii) an
instantaneous decrease of 10% in the forecasted volatility of
the LGI Series A and Series C common stock at
December 31, 2008 would have decreased the fair value of
the UGC Convertible Notes by approximately
13.7 million ($19.1 million), (iii) an
instantaneous increase of 10% in the combined per share market
price of LGI Series A and Series C common stock at
December 31, 2008 would have increased the fair value of
the UGC Convertible Notes by approximately
8.5 million ($11.9 million), (iv) an
instantaneous decrease of 10% in the combined per share market
price of LGI Series A and Series C common stock at
December 31, 2008 would have decreased the fair value of
the UGC Convertible Notes by approximately
3.6 million ($5.0 million), (v) an
instantaneous decrease of 10% in the value of the euro relative
to the U.S. dollar at December 31, 2008 would have
increased the fair value of the UGC Convertible Notes by
approximately 9.1 million ($12.7 million),
(vi) an instantaneous increase of 10% in the value of the
euro relative to the U.S. dollar at December 31, 2008
would have decreased the fair value of the UGC Convertible Notes
by approximately 3.3 million ($4.6 million),
(vii) an instantaneous increase in the risk free rate of
50 basis points (0.50%) at December 31, 2008 would
have decreased the fair value of the UGC Convertible Notes by
approximately 4.0 million ($5.6 million),
(viii) an instantaneous decrease in the risk free rate of
50 basis points (0.50%) at December 31, 2008 would
have increased the fair value of the UGC Convertible Notes by
approximately 4.1 million ($5.7 million),
(ix) an instantaneous increase of 50 basis points
(0.50%) in the credit spread at December 31, 2008 would
have decreased the fair value of the UGC Convertible Notes by
approximately 4.3 million ($6.0 million) and
(x) an instantaneous decrease of 50 basis points
(0.50%) in the credit spread at December 31, 2008 would
have increased the fair value of the UGC Convertible Notes by
approximately 4.4 million ($6.1 million).
Sumitomo
Collar
Holding all other factors constant, (i) an instantaneous
decrease in the Japanese Yen risk-free rate of 50 basis
points (0.50%) at December 31, 2008 would have increased
the value of the Sumitomo Collar by ¥4.0 billion
($44.1 million), (ii) an instantaneous increase in the
Japanese Yen risk-free rate of 50 basis points (0.50%) at
December 31, 2008 would have decreased the value of the
Sumitomo Collar by ¥3.5 billion ($38.6 million)
and (iii) an instantaneous increase (decrease) of 10% in
the per share market price of Sumitomos common stock at
December 31, 2008 would have decreased (increased) the
aggregate fair value of the Sumitomo Collar by approximately
¥3.3 billion ($36.3 million).
|
|
Item 8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
The consolidated financial statements of LGI are filed under
this Item, beginning on
page II-62.
Financial statement schedules and separate financial statements
of subsidiaries not consolidated and 50 percent or less
owned persons are filed under Item 15 of this Annual Report
on
Form 10-K.
II-57
|
|
Item 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
None.
|
|
Item 9A.
|
CONTROLS
AND PROCEDURES
|
Disclosure
controls and procedures
In accordance with Exchange Act
Rule 13a-15,
we carried out an evaluation, under the supervision and with the
participation of management, including our chief executive
officer, principal accounting officer, and principal financial
officer (the Executives), of the effectiveness of our disclosure
controls and procedures as of December 31, 2008. In
designing and evaluating the disclosure controls and procedures,
the Executives recognize that any controls and procedures, no
matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control
objectives, and management is necessarily required to apply
judgment in evaluating the cost-benefit relationship of possible
controls and objectives. Based on that evaluation, the
Executives concluded that our disclosure controls and procedures
are effective as of December 31, 2008, in timely making
known to them material information relating to us and our
consolidated subsidiaries required to be disclosed in our
reports filed or submitted under the Securities Exchange Act of
1934. We have investments in certain unconsolidated entities. As
we do not control these entities, our disclosure controls and
procedures with respect to such entities are necessarily
substantially more limited than those we maintain with respect
to our consolidated subsidiaries.
Internal
control over financial reporting
(a) Managements Annual Report on Internal Control
over Financial Reporting
Managements annual report on internal control over
financial reporting is included herein on
page II-59.
(b) Attestation Report of the Independent Registered
Public Accounting Firm
The attestation report of KPMG LLP is included herein beginning
on
page II-60.
(c) Changes in Internal Control over Financial
Reporting
There have been no changes in our internal controls over
financial reporting identified in connection with the evaluation
described above that occurred during the fourth fiscal quarter
covered by this Annual Report on
Form 10-K
that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
|
|
Item 9B.
|
OTHER
INFORMATION
|
Not applicable.
II-58
Managements
Annual Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in
Rule 13a-15(f)
of the Securities Exchange Act of 1934. Our internal control
over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the
United States of America. Because of its inherent limitations,
internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures
may deteriorate.
Our management assessed the effectiveness of internal control
over financial reporting as of December 31, 2008, using the
criteria in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, our management
believes that our internal control over financial reporting was
effective as of December 31, 2008. The effectiveness of our
internal control over financial reporting has been audited by
KPMG LLP, an independent registered public accounting firm, as
stated in their report included herein. Our evaluation of
internal control over financial reporting did not include the
internal control of the following businesses we acquired in 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue included
|
|
|
|
Total assets included in
|
|
|
in our consolidated
|
|
|
|
our consolidated financial
|
|
|
financial statements
|
|
|
|
statements as of
|
|
|
for the year ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2008
|
|
|
|
in millions
|
|
|
Interkabel
|
|
$
|
776.1
|
|
|
$
|
32.7
|
|
Mediatti
|
|
|
679.9
|
|
|
|
|
|
Other
|
|
|
184.0
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,640.0
|
|
|
$
|
49.7
|
|
|
|
|
|
|
|
|
|
|
The aggregate amount of consolidated assets and revenue of these
businesses included in our consolidated financial statements as
of and for the year ended December 31, 2008 was
$1,640.0 million and $49.7 million, respectively.
II-59
Report of
Independent Registered Public Accounting Firm
The Board of Directors
Liberty Global, Inc.:
We have audited Liberty Global, Inc.s internal control
over financial reporting as of December 31, 2008, based on
criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Liberty Global,
Inc.s management is responsible for maintaining effective
internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial
reporting, included in the accompanying Managements Annual
Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Companys
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our
opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Liberty Global, Inc. maintained, in all material
respects, effective internal control over financial reporting as
of December 31, 2008, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission. Managements evaluation of the effectiveness of
Liberty Global, Inc.s internal control over financial
reporting as of December 31, 2008 excluded the following
businesses acquired in 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue included
|
|
|
|
Total assets included in the
|
|
|
in the consolidated
|
|
|
|
consolidated financial
|
|
|
financial statements
|
|
|
|
statements as of
|
|
|
for the year ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2008
|
|
|
|
in millions
|
|
|
Interkabel
|
|
$
|
776.1
|
|
|
$
|
32.7
|
|
Mediatti
|
|
|
679.9
|
|
|
|
|
|
Other
|
|
|
184.0
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,640.0
|
|
|
$
|
49.7
|
|
|
|
|
|
|
|
|
|
|
II-60
The aggregate amount of total assets and revenue of these
businesses included in the consolidated financial statements of
Liberty Global, Inc. as of and for the year ended
December 31, 2008 was $1,640.0 million and
$49.7 million, respectively. Our audit of internal control
over financial reporting of Liberty Global, Inc. also excluded
an evaluation of the internal control over financial reporting
of these subsidiaries.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Liberty Global, Inc. as of
December 31, 2008 and 2007, and the related consolidated
statements of operations, comprehensive earnings (loss),
stockholders equity and cash flows for each of the years
in the three-year period ended December 31, 2008, and our
report dated February 23, 2009 expressed an unqualified
opinion on those consolidated financial statements.
KPMG LLP
Denver, Colorado
February 23, 2009
II-61
Report of
Independent Registered Public Accounting Firm
The Board of
Directors
Liberty Global, Inc.:
We have audited the accompanying consolidated balance sheets of
Liberty Global, Inc. and subsidiaries as of December 31,
2008 and 2007, and the related consolidated statements of
operations, comprehensive earnings (loss), stockholders
equity and cash flows for each of the years in the three-year
period ended December 31, 2008. In connection with our
audits of the consolidated financial statements, we also have
audited financial statement schedules I and II. These
consolidated financial statements and financial statement
schedules are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement
schedules based on our audits. In 2007, we did not audit the
consolidated financial statements of Telenet Group Holding NV, a
partially-owned subsidiary, which statements reflect total
assets constituting 2,738.8 million
($3,994.2 million using December 31, 2007 exchange
rates) as of December 31, 2007 and total revenue
constituting 942.8 million ($1,293.4 million at
the average exchange rate for 2007) for the year then
ended, of the related consolidated totals. Those statements were
audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included
for Telenet Group Holding NV, is based solely on the report of
the other auditors.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other
auditors, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Liberty Global, Inc. and subsidiaries as of
December 31, 2008 and 2007, and the results of their
operations and their cash flows for each of the years in the
three-year period ended December 31, 2008, in conformity
with U.S. generally accepted accounting principles. Also in
our opinion, based on our audits and the report of the other
auditors, the related financial statement schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
As discussed in note 2, in 2008 Liberty Global, Inc.
changed its method of accounting for certain investments and an
insurance arrangement. In 2007, Liberty Global, Inc. changed its
method of accounting for income tax uncertainties.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Liberty Global, Inc.s internal control over financial
reporting as of December 31, 2008, based on criteria
established in Internal Control Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report
dated February 23, 2009 expressed an unqualified opinion on
the effectiveness of the Companys internal control over
financial reporting.
KPMG LLP
Denver, Colorado
February 23, 2009
II-62
Report of
Independent Registered Public Accounting Firm
To Board of Directors of Telenet Group Holding NV
We have audited the accompanying consolidated balance sheets of
Telenet Group Holding NV and its subsidiaries as of
December 31, 2007, and the related consolidated income
statement, statement of cash flows and of shareholders
equity for the year then ended. These financial statements are
the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Telenet Group Holding NV and its subsidiaries at
December 31, 2007, and the results of their operations and
their cash flows for the year then ended in conformity with
International Financial Reporting Standards as adopted by the EU.
International Financial Reporting Standards as adopted by the EU
vary in certain significant respects from accounting principles
generally accepted in the United States of America. Information
relating to the nature and effect of such differences is
presented in Note 29 to the consolidated financial
statements.
Antwerp Belgium, February 22, 2008
PricewaterhouseCoopers Bedrijfsrevisoren bcvba
Represented by
/s/ B. Gabriëls
Partner
II-63
LIBERTY
GLOBAL, INC.
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,374.0
|
|
|
$
|
2,035.5
|
|
Trade receivables, net
|
|
|
1,002.8
|
|
|
|
1,003.7
|
|
Other receivables, net
|
|
|
51.8
|
|
|
|
95.7
|
|
Deferred income taxes (note 12)
|
|
|
280.8
|
|
|
|
319.1
|
|
Derivative instruments (note 7)
|
|
|
193.6
|
|
|
|
230.5
|
|
Other current assets
|
|
|
330.7
|
|
|
|
240.1
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
3,233.7
|
|
|
|
3,924.6
|
|
Restricted cash (note 10)
|
|
|
470.8
|
|
|
|
475.5
|
|
Investments (note 6)
|
|
|
979.8
|
|
|
|
1,171.5
|
|
Property and equipment, net (note 9)
|
|
|
12,035.4
|
|
|
|
10,608.5
|
|
Goodwill (note 9)
|
|
|
13,144.7
|
|
|
|
12,626.8
|
|
Intangible assets subject to amortization, net (note 9)
|
|
|
2,405.0
|
|
|
|
2,504.9
|
|
Other assets, net (notes 7, 9 and 12)
|
|
|
1,716.7
|
|
|
|
1,306.8
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
33,986.1
|
|
|
$
|
32,618.6
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
II-64
LIBERTY
GLOBAL, INC.
CONSOLIDATED
BALANCE SHEETS (Continued)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
735.0
|
|
|
$
|
804.9
|
|
Deferred revenue and advance payments from subscribers and
others (note 11)
|
|
|
918.4
|
|
|
|
933.8
|
|
Current portion of debt and capital lease obligations
(note 10)
|
|
|
513.0
|
|
|
|
383.2
|
|
Derivative instruments (note 7)
|
|
|
441.7
|
|
|
|
116.2
|
|
Accrued interest
|
|
|
142.4
|
|
|
|
341.2
|
|
Other accrued and current liabilities
|
|
|
1,491.6
|
|
|
|
1,278.2
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
4,242.1
|
|
|
|
3,857.5
|
|
Long-term debt and capital lease obligations (including
$574.5 million and $902.3 million, respectively,
measured at fair value) (notes 7 and 10)
|
|
|
19,989.9
|
|
|
|
17,970.2
|
|
Deferred tax liabilities (note 12)
|
|
|
902.7
|
|
|
|
743.7
|
|
Other long-term liabilities (notes 7 and 11)
|
|
|
2,356.7
|
|
|
|
1,765.1
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
27,491.4
|
|
|
|
24,336.5
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (notes 10, 12, 14 and 20)
|
|
|
|
|
|
|
|
|
Minority interests in subsidiaries
|
|
|
3,101.7
|
|
|
|
2,446.0
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity (note 13):
|
|
|
|
|
|
|
|
|
Series A common stock, $.01 par value. Authorized
500,000,000 shares; issued and outstanding 136,334,241 and
174,687,478 shares, respectively
|
|
|
1.4
|
|
|
|
1.7
|
|
Series B common stock, $.01 par value. Authorized
50,000,000 shares; issued and outstanding 7,191,210 and
7,256,353 shares, respectively
|
|
|
0.1
|
|
|
|
0.1
|
|
Series C common stock, $.01 par value. Authorized
500,000,000 shares; issued and outstanding 137,703,628 and
172,129,524 shares, respectively
|
|
|
1.4
|
|
|
|
1.7
|
|
Additional paid-in capital
|
|
|
4,124.0
|
|
|
|
6,293.2
|
|
Accumulated deficit
|
|
|
(1,874.9
|
)
|
|
|
(1,319.1
|
)
|
Accumulated other comprehensive earnings, net of taxes
(note 19)
|
|
|
1,141.0
|
|
|
|
858.5
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
3,393.0
|
|
|
|
5,836.1
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
33,986.1
|
|
|
$
|
32,618.6
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
II-65
LIBERTY
GLOBAL, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions, except share and per share amounts
|
|
|
Revenue (note 15)
|
|
$
|
10,561.1
|
|
|
$
|
9,003.3
|
|
|
$
|
6,483.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (other than depreciation and amortization) (including
stock-based compensation) (notes 14 and 15)
|
|
|
4,112.4
|
|
|
|
3,717.2
|
|
|
|
2,771.8
|
|
Selling, general and administrative (SG&A) (including
stock-based compensation) (notes 14 and 15)
|
|
|
2,069.1
|
|
|
|
1,911.7
|
|
|
|
1,445.9
|
|
Depreciation and amortization (note 9)
|
|
|
2,857.7
|
|
|
|
2,493.1
|
|
|
|
1,884.7
|
|
Provisions for litigation (note 20)
|
|
|
|
|
|
|
171.0
|
|
|
|
|
|
Impairment, restructuring and other operating charges, net
(notes 9 and 17)
|
|
|
158.5
|
|
|
|
43.5
|
|
|
|
29.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,197.7
|
|
|
|
8,336.5
|
|
|
|
6,131.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,363.4
|
|
|
|
666.8
|
|
|
|
352.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (note 15)
|
|
|
(1,147.4
|
)
|
|
|
(982.1
|
)
|
|
|
(673.4
|
)
|
Interest and dividend income (note 15)
|
|
|
91.8
|
|
|
|
115.3
|
|
|
|
85.4
|
|
Share of results of affiliates, net (note 6)
|
|
|
5.4
|
|
|
|
33.7
|
|
|
|
13.0
|
|
Realized and unrealized gains (losses) on derivative
instruments, net (note 7)
|
|
|
78.9
|
|
|
|
72.4
|
|
|
|
(264.8
|
)
|
Foreign currency transaction gains (losses), net
|
|
|
(552.1
|
)
|
|
|
109.4
|
|
|
|
299.5
|
|
Unrealized losses due to changes in fair values of certain
investments and debt, net (notes 6, 8, and 10)
|
|
|
(7.0
|
)
|
|
|
(200.0
|
)
|
|
|
(146.2
|
)
|
Other-than-temporary declines in fair values of investments
(note 6)
|
|
|
|
|
|
|
(212.6
|
)
|
|
|
(13.8
|
)
|
Losses on extinguishment of debt, net (note 10)
|
|
|
|
|
|
|
(112.1
|
)
|
|
|
(40.8
|
)
|
Gains on disposition of assets, net (note 5)
|
|
|
|
|
|
|
557.6
|
|
|
|
206.4
|
|
Other income, net
|
|
|
|
|
|
|
1.3
|
|
|
|
12.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,530.4
|
)
|
|
|
(617.1
|
)
|
|
|
(522.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes, minority interests and
discontinued operations
|
|
|
(167.0
|
)
|
|
|
49.7
|
|
|
|
(170.2
|
)
|
Income tax benefit (expense) (note 12)
|
|
|
(434.8
|
)
|
|
|
(233.1
|
)
|
|
|
7.9
|
|
Minority interests in earnings of subsidiaries, net
|
|
|
(187.1
|
)
|
|
|
(239.2
|
)
|
|
|
(171.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(788.9
|
)
|
|
|
(422.6
|
)
|
|
|
(334.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations (note 5):
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from operations
|
|
|
|
|
|
|
|
|
|
|
6.8
|
|
Gain on disposal of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
1,033.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,040.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
(788.9
|
)
|
|
$
|
(422.6
|
)
|
|
$
|
706.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share
Series A, Series B and Series C common stock
(note 3):
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(2.50
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
(0.76
|
)
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
2.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(2.50
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
1.61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic and
diluted
|
|
|
315,234,690
|
|
|
|
380,223,355
|
|
|
|
438,135,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
II-66
LIBERTY
GLOBAL, INC.
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Net earnings (loss)
|
|
$
|
(788.9
|
)
|
|
$
|
(422.6
|
)
|
|
$
|
706.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings, net of taxes (note 19):
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
344.2
|
|
|
|
677.2
|
|
|
|
397.8
|
|
Reclassification adjustment for foreign currency translation
losses included in net earnings (loss)
|
|
|
0.5
|
|
|
|
9.6
|
|
|
|
9.0
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
|
|
|
|
|
(139.1
|
)
|
|
|
5.7
|
|
Reclassification adjustment for net losses on available-for-sale
securities included in net earnings (loss)
|
|
|
|
|
|
|
135.4
|
|
|
|
13.8
|
|
Unrealized losses on cash flow hedges
|
|
|
(1.7
|
)
|
|
|
(2.7
|
)
|
|
|
(7.2
|
)
|
Reclassification adjustment for losses (gains) on cash flow
hedges included in net earnings (loss)
|
|
|
1.4
|
|
|
|
(4.0
|
)
|
|
|
6.0
|
|
Pension related adjustments
|
|
|
(22.4
|
)
|
|
|
12.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings
|
|
|
322.0
|
|
|
|
688.7
|
|
|
|
425.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive earnings (loss)
|
|
$
|
(466.9
|
)
|
|
$
|
266.1
|
|
|
$
|
1,131.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
II-67
LIBERTY
GLOBAL, INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
comprehensive
|
|
|
|
|
|
Treasury
|
|
|
Total
|
|
|
|
Common stock
|
|
|
paid-in
|
|
|
Accumulated
|
|
|
earnings (loss),
|
|
|
Deferred
|
|
|
stock,
|
|
|
stockholders
|
|
|
|
Series A
|
|
|
Series B
|
|
|
Series C
|
|
|
capital
|
|
|
deficit
|
|
|
net of taxes
|
|
|
compensation
|
|
|
at cost
|
|
|
equity
|
|
|
|
in millions
|
|
|
Balance at January 1, 2006, before effect of accounting
changes
|
|
$
|
2.3
|
|
|
$
|
0.1
|
|
|
$
|
2.4
|
|
|
$
|
9,992.2
|
|
|
$
|
(1,732.5
|
)
|
|
$
|
(262.9
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
(169.6
|
)
|
|
$
|
7,816.4
|
|
Accounting changes (note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15.6
|
)
|
|
|
6.0
|
|
|
|
|
|
|
|
15.6
|
|
|
|
|
|
|
|
6.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2006, as adjusted for accounting
changes
|
|
|
2.3
|
|
|
|
0.1
|
|
|
|
2.4
|
|
|
|
9,976.6
|
|
|
|
(1,726.5
|
)
|
|
|
(262.9
|
)
|
|
|
|
|
|
|
(169.6
|
)
|
|
|
7,822.4
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
706.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
706.2
|
|
Other comprehensive earnings, net of tax (note 19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
425.1
|
|
|
|
|
|
|
|
|
|
|
|
425.1
|
|
Repurchase of common stock (note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,756.9
|
)
|
|
|
(1,756.9
|
)
|
Cancellation of treasury stock
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
(1,925.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,926.5
|
|
|
|
|
|
Stock-based compensation, net of taxes (notes 3 and 14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63.1
|
|
Stock issued in connection with equity incentive plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Adjustment to initially apply SFAS 158, net of taxes
(note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.6
|
|
|
|
|
|
|
|
|
|
|
|
7.6
|
|
Minority owners share of distribution paid by Austar
(note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71.0
|
)
|
Adjustments due to other changes in subsidiaries equity
and other, net (note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
2.0
|
|
|
$
|
0.1
|
|
|
$
|
2.0
|
|
|
$
|
8,093.5
|
|
|
$
|
(1,020.3
|
)
|
|
$
|
169.8
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7,247.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
II-68
LIBERTY
GLOBAL, INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
comprehensive
|
|
|
Total
|
|
|
|
Common stock
|
|
|
paid-in
|
|
|
Accumulated
|
|
|
earnings,
|
|
|
stockholders
|
|
|
|
Series A
|
|
|
Series B
|
|
|
Series C
|
|
|
capital
|
|
|
deficit
|
|
|
net of taxes
|
|
|
equity
|
|
|
|
in millions
|
|
|
Balance at January 1, 2007, before effect of accounting
change
|
|
$
|
2.0
|
|
|
$
|
0.1
|
|
|
$
|
2.0
|
|
|
$
|
8,093.5
|
|
|
$
|
(1,020.3
|
)
|
|
$
|
169.8
|
|
|
$
|
7,247.1
|
|
Accounting change (note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71.4
|
|
|
|
123.8
|
|
|
|
|
|
|
|
195.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2007, as adjusted for accounting
change
|
|
|
2.0
|
|
|
|
0.1
|
|
|
|
2.0
|
|
|
|
8,164.9
|
|
|
|
(896.5
|
)
|
|
|
169.8
|
|
|
|
7,442.3
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(422.6
|
)
|
|
|
|
|
|
|
(422.6
|
)
|
Other comprehensive earnings, net of tax (note 19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
688.7
|
|
|
|
688.7
|
|
Repurchase and cancellation of common stock (note 13)
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
(1,860.4
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,861.0
|
)
|
Stock-based compensation, net of taxes (notes 3 and 14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55.9
|
|
|
|
|
|
|
|
|
|
|
|
55.9
|
|
Stock issued in connection with equity incentive plans, net of
employee tax withholding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.4
|
|
|
|
|
|
|
|
|
|
|
|
12.4
|
|
Minority owners share of distribution paid by Austar
(note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(114.1
|
)
|
|
|
|
|
|
|
|
|
|
|
(114.1
|
)
|
Adjustments due to issuance of stock by Telenet (note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47.2
|
)
|
|
|
|
|
|
|
|
|
|
|
(47.2
|
)
|
Adjustments due to issuance of stock by J:COM (note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55.2
|
|
|
|
|
|
|
|
|
|
|
|
55.2
|
|
Adjustments due to other changes in subsidiaries equity
and other, net (note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26.5
|
|
|
|
|
|
|
|
|
|
|
|
26.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
$
|
1.7
|
|
|
$
|
0.1
|
|
|
$
|
1.7
|
|
|
$
|
6,293.2
|
|
|
$
|
(1,319.1
|
)
|
|
$
|
858.5
|
|
|
$
|
5,836.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
II-69
LIBERTY
GLOBAL, INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
comprehensive
|
|
|
Total
|
|
|
|
Common stock
|
|
|
paid-in
|
|
|
Accumulated
|
|
|
earnings,
|
|
|
stockholders
|
|
|
|
Series A
|
|
|
Series B
|
|
|
Series C
|
|
|
capital
|
|
|
deficit
|
|
|
net of taxes
|
|
|
equity
|
|
|
|
in millions
|
|
|
Balance at January 1, 2008, before effect of accounting
change
|
|
$
|
1.7
|
|
|
$
|
0.1
|
|
|
$
|
1.7
|
|
|
$
|
6,293.2
|
|
|
$
|
(1,319.1
|
)
|
|
$
|
858.5
|
|
|
$
|
5,836.1
|
|
Accounting changes (note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
233.1
|
|
|
|
(39.5
|
)
|
|
|
193.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2008, as adjusted for accounting
change
|
|
|
1.7
|
|
|
|
0.1
|
|
|
|
1.7
|
|
|
|
6,293.2
|
|
|
|
(1,086.0
|
)
|
|
|
819.0
|
|
|
|
6,029.7
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(788.9
|
)
|
|
|
|
|
|
|
(788.9
|
)
|
Other comprehensive income, net of tax (note 19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
322.0
|
|
|
|
322.0
|
|
Repurchase and cancellation of common stock (note 13)
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
(2,216.5
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,217.1
|
)
|
Stock-based compensation, net of taxes (notes 3 and 14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47.1
|
|
|
|
|
|
|
|
|
|
|
|
47.1
|
|
Stock issued in connection with equity incentive plans, net of
employee tax withholding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.0
|
|
|
|
|
|
|
|
|
|
|
|
9.0
|
|
Adjustments due to changes in subsidiaries equity and
other, net (note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.8
|
)
|
|
|
|
|
|
|
|
|
|
|
(8.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
$
|
1.4
|
|
|
$
|
0.1
|
|
|
$
|
1.4
|
|
|
$
|
4,124.0
|
|
|
$
|
(1,874.9
|
)
|
|
$
|
1,141.0
|
|
|
$
|
3,393.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
II-70
LIBERTY
GLOBAL, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
(788.9
|
)
|
|
$
|
(422.6
|
)
|
|
$
|
706.2
|
|
Earnings from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(1,040.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(788.9
|
)
|
|
|
(422.6
|
)
|
|
|
(334.0
|
)
|
Adjustments to reconcile loss from continuing operations to net
cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
153.5
|
|
|
|
193.4
|
|
|
|
70.0
|
|
Depreciation and amortization
|
|
|
2,857.7
|
|
|
|
2,493.1
|
|
|
|
1,884.7
|
|
Provisions for litigation
|
|
|
|
|
|
|
171.0
|
|
|
|
|
|
Impairment, restructuring and other operating charges
|
|
|
158.5
|
|
|
|
43.5
|
|
|
|
29.2
|
|
Amortization of deferred financing costs and non-cash interest
|
|
|
47.1
|
|
|
|
74.3
|
|
|
|
82.2
|
|
Share of results of affiliates, net of dividends
|
|
|
(5.4
|
)
|
|
|
(28.5
|
)
|
|
|
(7.3
|
)
|
Realized and unrealized losses (gains) on financial and
derivative instruments, net
|
|
|
(78.9
|
)
|
|
|
(72.4
|
)
|
|
|
264.8
|
|
Foreign currency transaction losses (gains), net
|
|
|
552.1
|
|
|
|
(109.4
|
)
|
|
|
(299.5
|
)
|
Unrealized losses due to changes in fair values of certain
investments and debt, as adjusted for certain dividends
|
|
|
9.2
|
|
|
|
200.0
|
|
|
|
146.2
|
|
Other-than-temporary declines in fair values of investments
|
|
|
|
|
|
|
212.6
|
|
|
|
13.8
|
|
Losses on extinguishment of debt
|
|
|
|
|
|
|
112.1
|
|
|
|
40.8
|
|
Gains on disposition of assets, net
|
|
|
|
|
|
|
(557.6
|
)
|
|
|
(206.4
|
)
|
Deferred income tax expense (benefit)
|
|
|
231.2
|
|
|
|
130.1
|
|
|
|
(100.6
|
)
|
Minority interests in earnings of subsidiaries
|
|
|
187.1
|
|
|
|
239.2
|
|
|
|
171.7
|
|
Changes in operating assets and liabilities, net of the effects
of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables and other operating assets
|
|
|
221.9
|
|
|
|
253.2
|
|
|
|
220.1
|
|
Payables and accruals
|
|
|
(407.1
|
)
|
|
|
(478.8
|
)
|
|
|
(139.3
|
)
|
Net cash provided by operating activities of discontinued
operations
|
|
|
|
|
|
|
|
|
|
|
74.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
3,138.0
|
|
|
|
2,453.2
|
|
|
|
1,911.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expended for property and equipment
|
|
|
(2,375.0
|
)
|
|
|
(2,034.5
|
)
|
|
|
(1,507.9
|
)
|
Cash paid in connection with acquisitions, net of cash acquired
|
|
|
(691.9
|
)
|
|
|
(1,178.8
|
)
|
|
|
(1,254.2
|
)
|
Proceeds received upon dispositions of assets
|
|
|
40.6
|
|
|
|
481.7
|
|
|
|
380.8
|
|
Investments in and loans to affiliates and others
|
|
|
(31.8
|
)
|
|
|
(43.5
|
)
|
|
|
(255.7
|
)
|
Other investing activities, net
|
|
|
13.3
|
|
|
|
(11.6
|
)
|
|
|
17.4
|
|
Proceeds received upon disposition of discontinued operations,
net of disposal costs
|
|
|
|
|
|
|
|
|
|
|
2,548.1
|
|
Net cash used by investing activities of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(92.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by investing activities
|
|
$
|
(3,044.8
|
)
|
|
$
|
(2,786.7
|
)
|
|
$
|
(164.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
II-71
LIBERTY
GLOBAL, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings of debt
|
|
$
|
2,516.6
|
|
|
$
|
4,932.6
|
|
|
$
|
3,564.0
|
|
Repayments of debt and capital lease obligations
|
|
|
(1,057.1
|
)
|
|
|
(2,294.7
|
)
|
|
|
(2,472.8
|
)
|
Repurchase of LGI common stock
|
|
|
(2,271.8
|
)
|
|
|
(1,796.8
|
)
|
|
|
(1,756.9
|
)
|
Cash distribution by subsidiaries to minority interest owners
|
|
|
(33.5
|
)
|
|
|
(596.5
|
)
|
|
|
(95.3
|
)
|
Proceeds from issuance of stock by subsidiaries
|
|
|
31.9
|
|
|
|
124.9
|
|
|
|
18.5
|
|
Payment of deferred financing costs
|
|
|
(27.7
|
)
|
|
|
(95.3
|
)
|
|
|
(91.9
|
)
|
Proceeds from issuance of LGI common stock upon exercise of
stock options
|
|
|
17.9
|
|
|
|
42.9
|
|
|
|
17.5
|
|
Change in cash collateral
|
|
|
9.4
|
|
|
|
6.2
|
|
|
|
(394.2
|
)
|
Other financing activities, net
|
|
|
(12.6
|
)
|
|
|
4.2
|
|
|
|
25.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities
|
|
|
(826.9
|
)
|
|
|
327.5
|
|
|
|
(1,185.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash
|
|
|
72.2
|
|
|
|
161.0
|
|
|
|
116.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
(661.5
|
)
|
|
|
155.0
|
|
|
|
695.9
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(17.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(661.5
|
)
|
|
|
155.0
|
|
|
|
678.3
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
2,035.5
|
|
|
|
1,880.5
|
|
|
|
1,202.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
1,374.0
|
|
|
$
|
2,035.5
|
|
|
$
|
1,880.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
1,288.0
|
|
|
$
|
905.3
|
|
|
$
|
498.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash paid for taxes
|
|
$
|
141.3
|
|
|
$
|
76.2
|
|
|
$
|
65.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
II-72
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006
|
|
(1)
|
Basis
of Presentation
|
Liberty Global, Inc. (LGI) is an international provider of
video, voice and broadband internet services, with consolidated
broadband communications
and/or
direct-to-home (DTH) satellite operations at December 31,
2008 in 15 countries, primarily in Europe, Japan and Chile. LGI
was formed for the purpose of effecting the combination of LGI
International, Inc. (LGI International) and UnitedGlobalCom,
Inc. (UGC) (the LGI Combination). As a result of the LGI
Combination, LGI International and UGC each became wholly-owned
subsidiaries of LGI. LGI International is the predecessor to LGI
and was formed in connection with the June 2004 spin-off of
certain international cable television and programming
subsidiaries and assets of Liberty Media Corporation (Liberty
Media). In the following text, the terms we,
our, our company, and us may
refer, as the context requires, to LGI and its predecessors and
subsidiaries. Through our indirect wholly-owned subsidiary UPC
Holding BV (UPC Holding), we provide video, voice and broadband
internet services in 10 European countries and in Chile. The
European broadband communications operations of UPC Broadband
Holding BV (UPC Broadband Holding), a subsidiary of UPC Holding,
are collectively referred to as the UPC Broadband Division. UPC
Broadband Holdings broadband communications operations in
Chile are provided through its 80%-owned indirect subsidiary,
VTR Global Com S.A. (VTR). Through our indirect controlling
ownership interest in Telenet Group Holding NV (Telenet) (50.6%
at December 31, 2008), we provide broadband communications
services in Belgium. Through our indirect controlling ownership
interest in Jupiter Telecommunications Co., Ltd. (J:COM) (37.8%
at December 31, 2008), we provide broadband communications
services in Japan. Through our indirect majority ownership
interest in Austar United Communications Limited (Austar) (54.0%
at December 31, 2008), we provide DTH satellite services in
Australia. We also have (i) consolidated broadband
communications operations in Puerto Rico and
(ii) consolidated interests in certain programming
businesses in Europe, Japan (through J:COM) and Argentina. Our
consolidated programming interests in Europe are primarily held
through Chellomedia BV (Chellomedia), which owns or manages
investments in various businesses, primarily in Europe. Certain
of Chellomedias subsidiaries and affiliates provide
programming services to certain of our broadband communications
operations, primarily in Europe.
On December 19, 2005 we reached an agreement to sell 100%
of our Norwegian broadband communications operator, UPC Norge AS
(UPC Norway), and completed the sale on January 19, 2006.
On April 4, 2006, we reached an agreement to sell 100% of
our Swedish broadband communications operator, NBS Nordic
Broadband Services AB (publ) (UPC Sweden), and completed the
sale on June 19, 2006. On June 6, 2006, we reached an
agreement to sell 100% of our French broadband communications
operator, UPC France SA (UPC France) and completed the sale on
July 19, 2006. On June 9, 2006, we sold 100% of our
Norwegian Competitive Local Exchange Carrier (CLEC), Priority
Telecom Norway A.S., (PT Norway). We have presented UPC Norway,
UPC Sweden, UPC France and PT Norway as discontinued operations
in our consolidated financial statements. See note 5.
Unless otherwise indicated, convenience translations into
U.S. dollars are calculated as of December 31, 2008.
|
|
(2)
|
Accounting
Changes and Recent Accounting Pronouncements
|
Accounting
Changes
SFAS 161
In March 2008, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards
(SFAS) No. 161, Disclosures about Derivative
Instruments and Hedging Activities an amendment of
FASB Statement No 133 (SFAS 161). SFAS 161 changes
the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced
disclosures about (i) how and why an entity uses derivative
instruments, (ii) how derivative instruments and related
hedged items are accounted for under Statement 133 and its
related interpretations and (iii) how derivative
instruments and related hedged items affect an entitys
financial position, financial performance, and cash flows.
SFAS 161 is effective for financial statements issued for
II-73
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
fiscal years and interim periods beginning after
November 15, 2008, with earlier adoption permitted.
SFAS 161 encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. We have
adopted the provisions of SFAS 161 effective
December 31, 2008.
SFAS 157
and FSP
157-3
In September 2006, the FASB issued SFAS No. 157, Fair
Value Measurements (SFAS 157). SFAS 157 defines
fair value, establishes a framework for measuring fair value
under accounting principles generally accepted in the
U.S. (GAAP), and expands disclosures about fair value
measurements. SFAS 157 was effective for financial
statements issued for fiscal years and interim periods beginning
after November 15, 2007. However, the effective date of
SFAS 157 has been deferred to fiscal years beginning after
November 15, 2008 and interim periods within those years as
it relates to fair value measurement requirements for
(i) nonfinancial assets and liabilities that are not
remeasured at fair value on a recurring basis (e.g. asset
retirement obligations, restructuring liabilities and assets and
liabilities acquired in business combinations) and
(ii) fair value measurements required for impairments under
SFAS No. 142, Goodwill and Other Intangible Assets
(SFAS 142) and SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets. We adopted SFAS 157 (exclusive of the deferred
provisions discussed above) effective January 1, 2008. For
information regarding the impacts of such adoption on our
consolidated financial statements, see notes 7 and 8. The
deferred provisions of SFAS 157 will be applied
prospectively following our adoption of these provisions on
January 1, 2009.
In October 2008, the FASB issued FASB Staff Position
No. 157-3,
Determining the Fair Value of a Financial Asset in a Market
That Is Not Active
(FSP 157-3).
FSP 157-3
clarifies the application of SFAS 157 when the market for a
financial asset is inactive. Specifically,
FSP 157-3
clarifies how (i) managements internal assumptions
should be considered in measuring fair value when observable
data are not present, (ii) observable market information
from an inactive market should be taken into account and
(iii) the use of broker quotes or pricing services should
be considered in assessing the relevance of observable and
unobservable data to measure fair value.
FSP 157-3
was effective upon issuance, including prior periods for which
financial statements had not been issued. The implementation of
the guidance provided in
FSP 157-3
did not have a material impact on our consolidated financial
statements.
SFAS 159
In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities
(SFAS 159). SFAS 159 permits entities to choose to
measure financial assets and financial liabilities at fair value
on an
instrument-by-instrument
basis. Unrealized gains and losses on items for which the fair
value option has been elected are reported in earnings.
Effective January 1, 2008, we adopted the fair value method
of accounting for certain equity method and available-for-sale
investments, and such adoption resulted in (i) an increase
to our investments of $280.9 million, (ii) an increase
to our long-term deferred tax liabilities of $82.3 million,
(iii) a decrease to our accumulated other comprehensive
earnings, net of taxes, of $39.5 million and (iv) a
decrease to our accumulated deficit of $238.1 million. Our
adjustment to accumulated other comprehensive earnings, net of
taxes, includes the release of previously-recorded foreign
currency translation gains of $3.7 million and unrealized
gains on available-for-sale securities of $35.8 million.
See note 6.
EITF
06-10
In March 2007, the Emerging Issues Task Force (EITF)
reached a consensus on EITF Issue
No. 06-10,
Accounting for Deferred Compensation and Postretirement
Benefit Aspects of Collateral Assignment Split-Dollar Life
Insurance Arrangements
(EITF 06-10).
EITF 06-10
provides guidance for determining whether a liability for the
postretirement benefit associated with a collateral assignment
split-dollar life insurance arrangement should be recorded in
accordance with either SFAS No. 106,
Employers Accounting for Postretirement Benefits Other
Than
II-74
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Pensions (if, in substance, a postretirement benefit plan
exists), or Accounting Principles Board Opinion (APB)
No. 12, Omnibus Opinion (if the arrangement is, in
substance, an individual deferred compensation contract).
EITF 06-10
also provides guidance on how a company should recognize and
measure the asset in a collateral assignment split-dollar life
insurance contract. Effective January 1, 2008, we adopted
EITF 06-10,
which is applicable to two joint survivor life insurance
policies that provide for an aggregate death benefit of
$30 million on the lives of one of our former directors and
his spouse. Such adoption resulted in (i) an increase to
our other long-term assets of $21.8 million, (ii) an
increase to our other accrued and current liabilities of
$13.2 million, (iii) a decrease to our long-term
deferred tax liabilities of $2.9 million, (iv) an
increase to our other long-term liabilities of
$16.5 million and (v) an increase to our accumulated
deficit of $5.0 million.
FIN 48
In June 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an
Interpretation of FASB Statement No. 109 (FIN 48),
which clarifies the accounting for uncertainty in income taxes
recognized in the financial statements in accordance with
SFAS No. 109, Accounting for Income Taxes
(SFAS 109). FIN 48 prescribes the recognition
threshold and provides guidance for the financial statement
recognition and measurement of uncertain tax positions taken or
expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosures, and
transition.
In connection with our January 1, 2007 adoption of
FIN 48, we recognized (i) a $157.9 million
decrease to our other long-term liabilities related to uncertain
income tax positions, (ii) a $187.3 million increase
to our deferred tax assets, net of related valuation allowances,
(iii) a $123.8 million decrease to our accumulated
deficit and (iv) a $145.5 million decrease to our
goodwill. In addition, we recorded a $71.4 million increase
to additional paid-in capital and a $4.5 million increase
to minority interests in subsidiaries related to the minority
interest owners share of the decrease to the
January 1, 2007 stockholders deficit of a
majority-owned subsidiary. See note 13.
For information concerning our unrecognized tax benefits, see
note 12.
SFAS 155
On February 16, 2006, the FASB issued
SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments, an Amendment of FASB Statements
No. 133 and 140 (SFAS 155). Among other matters,
SFAS 155 allows financial instruments that have embedded
derivatives that otherwise would require bifurcation from the
host to be accounted for as a whole, if the holder irrevocably
elects to account for the whole instrument on a fair value
basis. If elected, subsequent changes in the fair value of the
instrument are recognized in earnings. Effective January 1,
2006, we adopted SFAS 155 and elected to account for the
500.0 million ($697.6 million) 1.75%
euro-denominated convertible senior notes issued by UGC (the UGC
Convertible Notes) (see note 10) on a fair value
basis. In accordance with the provisions of SFAS 155, we
have accounted for the $9.3 million cumulative impact of
this change, before deducting applicable deferred income taxes
of $3.3 million, as a $6.0 million net decrease to our
January 1, 2006 accumulated deficit. This adjustment
represents the difference between the total carrying value of
the individual components of the UGC Convertible Notes under our
former method of accounting and the fair value of the UGC
Convertible Notes as of January 1, 2006.
Recent
Accounting Pronouncements
SFAS 141(R)
In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations (SFAS 141(R)).
SFAS 141(R) replaces SFAS 141, Business
Combinations, and, among other factors, generally requires
an acquirer in a business combination to recognize (i) the
assets acquired, (ii) the liabilities assumed (including
those arising from contractual contingencies), (iii) any
contingent consideration and (iv) any noncontrolling
interest in the acquiree
II-75
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
at the acquisition date, at fair values as of that date. The
requirements of SFAS 141(R) will result in the recognition
by the acquirer of goodwill attributable to the noncontrolling
interest in addition to that attributable to the acquirer.
SFAS 141(R) also provides that the acquirer shall not
adjust the finalized accounting for business combinations,
including business combinations completed prior to the effective
date of SFAS 141(R), for changes in acquired tax
uncertainties or changes in the valuation allowances for
acquired deferred tax assets that occur subsequent to the
effective date of SFAS 141(R). SFAS 141(R) applies
prospectively to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008.
Accordingly, our January 1, 2009 adoption of
SFAS 141(R) will not impact our consolidated financial
statements for prior periods.
SFAS 160
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements
(SFAS 160). SFAS 160 establishes accounting and
reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It also
states that a noncontrolling interest in a subsidiary is an
ownership interest in a consolidated entity that should be
reported as equity in the consolidated financial statements. In
addition, SFAS 160 requires (i) that consolidated net
income include the amounts attributable to both the parent and
noncontrolling interest, (ii) that a parent recognize a
gain or loss in net income when a subsidiary is deconsolidated
and (iii) expanded disclosures that clearly identify and
distinguish between the interests of the parent owners and the
interests of the noncontrolling owners of a subsidiary.
SFAS 160 is effective for fiscal periods, and interim
periods within those fiscal years, beginning on or after
December 15, 2008. We will adopt SFAS 160 on
January 1, 2009. With the exception of the presentation of
minority interests in subsidiaries, which will be reclassified
to a noncontrolling interests line item within
stockholders equity for all periods presented, the
provisions of SFAS 160 will be applied prospectively.
FSP
142-3
In April 2008, the FASB issued FASB Staff Position (FSP)
No. 142-3,
Determination of the Useful Life of Intangible Assets
(FSP 142-3).
FSP 142-3
amends the factors an entity should consider in developing
renewal or extension assumptions used in determining the useful
life of recognized intangible assets under SFAS 142. This
change is intended to improve the consistency between the useful
life of a recognized intangible asset under SFAS 142 and
the period of expected cash flows used to measure the fair value
of the asset under SFAS 141(R) and other GAAP.
FSP 142-3
also requires expanded disclosure related to the determination
of intangible asset useful lives. This new guidance applies
prospectively to intangible assets that are acquired
individually or with a group of other assets in business
combinations and asset acquisitions.
FSP 142-3
is effective for financial statements issued for fiscal years
and interim periods beginning after December 15, 2008 and
early adoption is prohibited. We will begin applying the
provisions of
FSP 142-3
prospectively on January 1, 2009.
EITF
08-06
In September 2008, the EITF reached a consensus on EITF Issue
No. 08-06,
Equity Method Investment Accounting Considerations
(EITF 08-06).
EITF 08-06
provides guidance for the accounting of equity method
investments as a result of the accounting changes prescribed by
SFAS 141(R) and SFAS 160.
EITF 08-06
includes clarification on the following: (i) transaction
costs should be included in the initial carrying value of the
equity method investment, (ii) an impairment assessment of
an underlying indefinite-lived intangible asset of an equity
method investment need only be performed as part of any
other-than-temporary impairment evaluation of the equity method
investment as a whole and does not need to be performed
annually, (iii) the equity method investees issuance
of shares should be accounted for as the sale of a proportionate
share of the investment, which may result in a gain or loss in
income, and (iv) a gain or loss should not be recognized
when changing the method of accounting for an investment from
the equity method to the cost method.
EITF 08-06
is effective on a prospective basis in fiscal
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
years and interim periods beginning on or after
December 15, 2008 and early adoption is prohibited. We will
adopt
EITF 08-06
on January 1, 2009 and do not expect this adoption to have
a material impact on our consolidated financial statements.
|
|
(3)
|
Summary
of Significant Accounting Policies
|
Estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Estimates and
assumptions are used in accounting for, among other things, the
valuation of acquisition-related assets and liabilities,
allowances for uncollectible accounts, deferred income taxes and
related valuation allowances, loss contingencies, fair value
measurements, impairment assessments, capitalization of internal
costs associated with construction and installation activities,
useful lives of long-lived assets, stock-based compensation and
actuarial liabilities associated with certain benefit plans.
Actual results could differ from those estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform to
the current year presentation, including certain cash flows
related to our derivative instruments, which have been
reclassified in our consolidated statements of cash flows to
align with the classification of the applicable underlying cash
flows. See note 7.
Principles
of Consolidation
The accompanying consolidated financial statements include our
accounts and the accounts of all voting interest entities where
we exercise a controlling financial interest through the
ownership of a direct or indirect controlling voting interest
and variable interest entities for which our company is the
primary beneficiary. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Changes in our proportionate share of the underlying share
capital of a subsidiary, including those which result from the
issuance of additional equity securities by such subsidiary, are
recognized as increases or decreases to additional paid-in
capital.
Cash
and Cash Equivalents and Restricted Cash
Cash equivalents consist of all investments that are readily
convertible into cash and have maturities of three months or
less at the time of acquisition.
Restricted cash includes cash held in escrow and cash held as
collateral for lines of credit and other compensating balances.
Cash restricted to a specific use is classified as current or
long-term based on the expected timing of the disbursement. At
December 31, 2008 and 2007, our current and long-term
restricted cash balances aggregated $483.9 million and
$504.0 million, respectively. For additional information
concerning our restricted cash balances, see note 10.
Our significant non-cash investing and financing activities are
disclosed in our statements of stockholders equity and in
notes 4, 5, 9, and 10.
Receivables
Receivables are reported net of an allowance for doubtful
accounts. Such allowance aggregated $144.6 million and
$125.4 million at December 31, 2008 and 2007,
respectively. The allowance for doubtful accounts is based upon
our assessment of probable loss related to uncollectible
accounts receivable. We use a number of factors in
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
determining the allowance, including, among other things,
collection trends, prevailing and anticipated economic
conditions and specific customer credit risk. The allowance is
maintained until either receipt of payment or the likelihood of
collection is considered to be remote.
Concentration of credit risk with respect to trade receivables
is limited due to the large number of customers and their
dispersion across many different countries worldwide. We also
manage this risk by disconnecting services to customers whose
accounts are delinquent.
Investments
As discussed in note 2, we adopted SFAS 159 effective
January 1, 2008. Under SFAS 159, we are permitted to
make an election, on an
investment-by-investment
basis, to measure our investments at fair value. Such election
is generally irrevocable. We have elected the fair value option
for all investments that were previously classified as
available-for-sale securities, and for certain privately-held
investments. We have elected the fair value method for most of
our investments as we believe this method generally provides the
most meaningful information to our investors. However, for
investments over which we have significant influence, we have
considered the significance of transactions between our company
and our equity affiliates and other factors in determining
whether the fair value method should be applied. In general, we
have not elected the fair value option for those equity method
investments with which LGI or its consolidated subsidiaries have
significant related-party transactions. For additional
information regarding our fair value method investments, see
note 8.
Under the fair value method, investments are recorded at fair
value as determined by the provisions of SFAS 157, and any
changes in fair value are reported in net earnings or loss. All
costs directly associated with the acquisition of an investment
that is intended to be accounted for using the fair value method
are expensed as incurred. Transfers between SFAS 157 fair
value hierarchies are recorded as of the end of the period in
which the transfer occurs.
Dividends from publicly-traded investees are recognized when
declared as dividend income in our condensed consolidated
statement of operations. Dividends from privately-held investees
generally are reflected as reductions of the carrying values of
the applicable investments.
We continue to use the equity method for certain privately-held
investments over which we have the ability to exercise
significant influence. Generally, we exercise significant
influence through a voting interest between 20% and 50%, or
board representation and management authority. Under the equity
method, an investment, originally recorded at cost, is adjusted
to recognize our share of net earnings or losses of the
affiliates as they occur rather than as dividends or other
distributions are received, with our recognition of losses
generally limited to the extent of our investment in, and
advances and commitments to, the investee. In accordance with
SFAS No. 142, Goodwill and Other Intangible Assets
(SFAS 142), the portion of the difference between our
investment and our share of the net assets of the investee that
represents goodwill is not amortized, but continues to be
considered for impairment under APB No. 18, The Equity
Method of Accounting for Investments in Common Stock.
Intercompany profits on transactions with equity affiliates
where assets remain on the balance sheet of LGI or the investee
are eliminated to the extent of our ownership in the investee.
Through December 31, 2008, changes in our proportionate
share of the underlying share capital of an equity method
investee, including those which result from the issuance of
additional equity securities by such equity investee, were
recognized as increases or decreases to additional paid-in
capital. Upon our January 1, 2009 adoption of
EITF 08-06,
these changes will be recognized as gains or losses in our
consolidated statements of operations.
We use the cost method for investments in certain non-marketable
securities over which we do not have the ability to exercise
significant influence. These investments are carried at cost,
subject to an other-than-temporary impairment assessment.
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
We continually review our equity and cost method investments to
determine whether a decline in fair value below the cost basis
is other-than-temporary. The primary factors we consider in our
determination are the extent and length of time that the fair
value of the investment is below our companys carrying
value and the financial condition, operating performance and
near-term prospects of the investee, changes in the stock price
or valuation subsequent to the balance sheet date, and the
impacts of exchange rates, if applicable. In addition, we
consider the reason for the decline in fair value, such as
(i) general market conditions and (ii) industry
specific or investee specific factors, as well as our intent and
ability to hold the investment for a period of time sufficient
to allow for a recovery in fair value. If the decline in fair
value of an equity or cost method investment is deemed to be
other-than-temporary, the cost basis of the security is written
down to fair value. In situations where the fair value of an
equity or cost method investment is not evident due to a lack of
a public market price or other factors, we use our best
estimates and assumptions to arrive at the estimated fair value
of such investment. Writedowns for cost investments are included
in our consolidated statement of operations as
other-than-temporary declines in fair values of investments.
Writedowns of equity method investments are included in share of
results of affiliates.
Prior to our January 1, 2008 adoption of SFAS 159, we
accounted for certain investments as available-for-sale
securities. Available-for-sale securities are recorded at fair
value. Unrealized holding gains and losses on securities that
are classified as available-for-sale are carried net of taxes as
a component of accumulated other comprehensive earnings (loss)
in our consolidated statement of stockholders equity.
Realized gains and losses are determined on an average cost
basis. Securities transactions are recorded on the trade date.
Financial
Instruments
Due to the short maturities of cash and cash equivalents,
short-term restricted cash, short-term liquid investments, trade
and other receivables, other current assets, accounts payable,
accrued liabilities, subscriber advance payments and deposits
and other current liabilities, their respective carrying values
approximate their respective fair values. For information
concerning the fair value of our debt, see note 10.
Derivative
Instruments
All derivatives, whether designated as hedging relationships or
not, are recorded on the balance sheet at fair value. If the
derivative is designated as a fair value hedge, the changes in
the fair value of the derivative and of the hedged item
attributable to the hedged risk are recognized in earnings. If
the derivative is designated as a cash flow hedge, the effective
portions of changes in the fair value of the derivative are
recorded in other comprehensive earnings (loss) and subsequently
reclassified into our consolidated statements of operations when
the hedged forecasted transaction affects earnings. Ineffective
portions of changes in the fair value of cash flow hedges are
recognized in earnings. If the derivative is not designated as a
hedge, changes in the fair value of the derivative are
recognized in earnings. With the exception of J:COMs
interest rate swaps, none of the derivative instruments that
were in effect during the three years ended December 31,
2008 were designated as hedges for financial reporting purposes.
Property
and Equipment
Property and equipment are stated at cost less accumulated
depreciation. In accordance with SFAS No. 51,
Financial Reporting by Cable Television Companies
(SFAS 51), we capitalize costs associated with the
construction of new cable transmission and distribution
facilities and the installation of new cable services.
Capitalized construction and installation costs include
materials, labor and other directly attributable costs.
Installation activities that are capitalized include
(i) the initial connection (or drop) from our cable system
to a customer location, (ii) the replacement of a drop and
(iii) the installation of equipment for additional
services, such as digital cable, telephone or broadband internet
service. The costs of other customer-facing activities such as
reconnecting
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
customer locations where a drop already exists, disconnecting
customer locations and repairing or maintaining drops, are
expensed as incurred. Interest capitalized with respect to
construction activities was not material during any of the
periods presented.
Depreciation is computed using the straight-line method over
estimated useful lives of 3 to 25 years for cable
distribution systems, 10 to 40 years for buildings and
leasehold improvements and 2 to 20 years for support
equipment. Equipment under capital leases is amortized on a
straight-line basis over the shorter of the lease term or
estimated useful life of the asset. The useful lives used to
depreciate cable distribution systems are assessed periodically
and are adjusted when warranted. The useful lives of systems
that are undergoing a rebuild are adjusted such that property
and equipment to be retired will be fully depreciated by the
time the rebuild is completed.
Additions, replacements and improvements that extend the asset
life are capitalized. Repairs and maintenance are charged to
operations.
Pursuant to SFAS No. 143, Accounting for Asset
Retirement Obligations, as interpreted by the FASB
Interpretation No. 47, we recognize a liability for asset
retirement obligations in the period in which it is incurred if
sufficient information is available to make a reasonable
estimate of fair values. In addition, we recognize asset
retirement obligations that arise from the European Union
Directive on Waste Electrical and Electronic Equipment (WEEE
Directive) pursuant to FASB Staff Position
No. 143-1.
The WEEE Directive creates certain legal obligations to dispose
of electrical and electronic equipment, which incorporates
equipment used in our European operations. The majority of our
obligations under the WEEE Directive are related to customer
premise equipment.
Asset retirement obligations may arise from the loss of rights
of way that we obtain from local municipalities or other
relevant authorities. Under certain circumstances, the
authorities could require us to remove our network equipment
from an area if, for example, we were to discontinue using the
equipment for an extended period of time or the authorities were
to decide not to renew our access rights. However, because the
rights of way are integral to our ability to deliver broadband
communications services to our customers, we expect to conduct
our business in a manner that will allow us to maintain these
rights for the foreseeable future. In addition, we have no
reason to believe that the authorities will not renew our rights
of way and, historically, renewals have always been granted. We
also have obligations in lease agreements to restore the
property to its original condition or remove our property at the
end of the lease term. Sufficient information is not available
to estimate the fair value of our asset retirement obligations
in certain of our lease arrangements. This is the case in
long-term lease arrangements in which the underlying leased
property is integral to our operations, there is not an
acceptable alternative to the leased property and we have the
ability to indefinitely renew the lease. Accordingly, for most
of our rights of way and certain lease agreements, the
possibility is remote that we will incur significant removal
costs in the foreseeable future and, as such, we do not have
sufficient information to make a reasonable estimate of fair
value for these asset retirement obligations.
As of December 31, 2008 and 2007, the recorded value of our
asset retirement obligations was $72.0 million and
$53.4 million, respectively.
Intangible
Assets
Our primary intangible assets are goodwill, customer
relationships, cable television franchise rights, and trade
names. Goodwill represents the excess purchase price over the
fair value of the identifiable net assets acquired in business
combinations. Cable television franchise rights, customer
relationships, and trade names were originally recorded at their
fair values in connection with business combinations.
Pursuant to SFAS 142, goodwill and intangible assets with
indefinite useful lives are not amortized, but instead are
tested for impairment at least annually in accordance with the
provisions of SFAS 142. Pursuant to SFAS 142,
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
intangible assets with definite lives are amortized over their
respective estimated useful lives to their estimated residual
values, and reviewed for impairment in accordance with
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (SFAS 144).
We do not amortize our franchise rights and certain other
intangible assets as these assets have indefinite-lives. Our
customer relationship intangible assets are amortized on a
straight line basis over estimated useful lives ranging from 3
to 10 years for broadband communications and DTH satellite
customer relationships and 10 to 18 years for programming
distribution customer relationships.
Impairment
of Property and Equipment and Intangible Assets
SFAS 144 requires that we review, when circumstances
warrant, the carrying amounts of our property and equipment and
our intangible assets (other than goodwill and indefinite-lived
intangible assets) to determine whether such carrying amounts
continue to be recoverable. Such events or changes in
circumstance may include, among other items, (i) an
expectation of a sale or disposal of a long-lived asset or asset
group, (ii) adverse changes in market or competitive
conditions, (iii) an adverse change in legal factors or
business climate in the markets in which we operate and
(iv) operating or cash flow losses. For purposes of
impairment testing, long-lived assets are grouped at the lowest
level for which cash flows are largely independent of other
assets and liabilities, which is generally at or below the
reporting unit level (see below). If the carrying amount of the
asset or asset group is greater than the expected undiscounted
cash flows to be generated by such asset group, an impairment
adjustment is recognized. Such adjustment is measured by the
amount that the carrying value of such asset group exceeds their
fair value. We generally measure fair value by considering sale
prices for similar assets or by discounting estimated future
cash flows using an appropriate discount rate. Assets to be
disposed of are carried at the lower of their financial
statement carrying amount or fair value less costs to sell.
Pursuant to SFAS 142, we evaluate the goodwill, franchise
rights and other indefinite-lived intangible assets for
impairment at least annually on October 1 and whenever other
facts and circumstances indicate that the carrying amounts of
goodwill and indefinite-lived intangible assets may not be
recoverable. For purposes of the goodwill evaluation, we compare
the fair values of our reporting units to their respective
carrying amounts. A reporting unit is an operating segment or
one level below an operating segment (referred to as a
component). In most cases, our operating segments are deemed to
be a reporting unit either because the operating segment is
comprised of only a single component, or the components below
the operating segment are aggregated as they have similar
economic characteristics. If the carrying value of a reporting
unit were to exceed its fair value, we would then compare the
implied fair value of the reporting units goodwill to its
carrying amount, and any excess of the carrying amount over the
fair value would be charged to operations as an impairment loss.
Any excess of the carrying value over the fair value of
franchise rights or other indefinite-lived intangible assets is
also charged to operations as an impairment loss.
Income
Taxes
Income taxes are accounted for under the asset and liability
method. We recognize deferred tax assets and liabilities for the
future tax consequences attributable to differences between the
financial statement carrying amounts and income tax basis of
assets and liabilities and the expected benefits of utilizing
net operating loss and tax credit carryforwards, using enacted
tax rates in effect for each taxing jurisdiction in which we
operate for the year in which those temporary differences are
expected to be recovered or settled. We recognize the financial
statement effects of a tax position when it is
more-likely-than-not, based on the technical merits, that the
position will be sustained upon examination. Net deferred tax
assets are then reduced by a valuation allowance if we believe
it more-likely-than-not such net deferred tax assets will not be
realized. Certain of our valuation allowances and tax
uncertainties are associated with entities that we acquired in
business combinations. Through December 31, 2008, GAAP
required that we account for any post-acquisition changes in
these items as adjustments of the accounting for
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
the respective business combinations, and accordingly, the tax
impact of these changes was not recognized in our consolidated
statements of operations. Following our January 1, 2009
adoption of SFAS 141(R), the finalized accounting for
business combinations, including business combinations completed
prior to January 1, 2009, will no longer be adjusted for
these changes. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period
that includes the enactment date. Deferred tax liabilities
related to investments in foreign subsidiaries and foreign
corporate joint ventures that are essentially permanent in
duration are not recognized until it becomes apparent that such
amounts will reverse in the foreseeable future. Interest and
penalties related to income tax liabilities are included in
income tax expense.
Defined
Benefit Plans
Certain of our indirect subsidiaries maintain various employee
pension plans that are treated as defined benefit pension plans.
Certain assumptions and estimates must be made in order to
determine the costs and future benefits that will be associated
with these plans. These assumptions include (i) the
estimated long-term rates of return to be earned by plan assets,
(ii) the estimated discount rates used to value the
projected benefit obligations and (iii) estimated wage
increases. We estimate discount rates annually based upon the
yields on high-quality fixed-income investments available at the
measurement date and expected to be available during the period
to maturity of the pension benefits. For the long-term rates of
return, we use a model portfolio based on the subsidiaries
targeted asset allocation. To the extent that net actuarial
gains or losses exceed 10% of the greater of plan assets or plan
liabilities, such gains or losses are amortized over the average
future service period of plan participants. Effective
December 31, 2006, we adopted SFAS No. 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans an Amendment of FASB
Statements No. 87, 88, 106 and 132(R) (SFAS 158).
For additional information, see note 18.
Foreign
Currency Translation and Transactions
The reporting currency of our company is the U.S. dollar.
The functional currency of our foreign operations generally is
the applicable local currency for each foreign subsidiary and
equity method investee. Assets and liabilities of foreign
subsidiaries (including intercompany balances for which
settlement is not anticipated in the foreseeable future) and
equity investees are translated at the spot rate in effect at
the applicable reporting date, and our consolidated statements
of operations and our companys share of the results of
operations of our equity affiliates generally are translated at
the average exchange rates in effect during the applicable
period. The resulting unrealized cumulative translation
adjustment, net of applicable income taxes, is recorded as a
component of accumulated other comprehensive earnings (loss) in
our consolidated statement of stockholders equity. Cash
flows from our operations in foreign countries are translated at
actual exchange rates when known or at the average rate for the
applicable period. The effect of exchange rates on cash balances
held in foreign currencies are separately reported in our
consolidated cash flow statements.
Transactions denominated in currencies other than our or our
subsidiaries functional currencies are recorded based on
exchange rates at the time such transactions arise. Changes in
exchange rates with respect to amounts recorded in our
consolidated balance sheets related to these non-functional
currency transactions result in transaction gains and losses
that are reflected in the consolidated statements of operations
as unrealized (based on the applicable period end translation)
or realized upon settlement of the transactions.
Revenue
Recognition
Cable Network Revenue. We recognize revenue
from the provision of video, telephone and broadband internet
services over our cable network to customers in the period the
related services are provided. Installation revenue (including
reconnect fees) related to services provided over our cable
network is recognized as revenue in the period in which the
installation occurs to the extent these fees are equal to or
less than direct selling costs, which costs are expensed as
incurred. To the extent installation revenue exceeds direct
selling costs, the excess revenue is deferred and amortized over
the average expected subscriber life.
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Other Revenue. We recognize revenue from DTH,
telephone and data services that are not provided over our cable
network in the period the related services are provided.
Installation revenue (including reconnect fees) related to
services that are not provided over our cable network is
deferred and amortized over the average expected subscriber life.
Promotional Discounts. For subscriber
promotions, such as discounted or free services during an
introductory period, revenue is recognized only to the extent of
the discounted monthly fees charged to the subscriber, if any.
Subscriber Advance Payments and
Deposits. Payments received in advance for
distribution services are deferred and recognized as revenue
when the associated services are provided.
Deferred Construction and Maintenance
Revenue. As further described in note 11,
J:COM enters into agreements whereby it receives up-front
compensation to construct and maintain certain cable facilities.
Revenue from these agreements has been deferred and is being
recognized on a straight-line basis over periods (generally
20 years) that are consistent with the durations of the
underlying agreements.
Sales, Use and Other Value Added
Taxes. Revenue is recorded net of applicable
sales, use and other value added taxes.
Stock-Based
Compensation
On January 1, 2006, we adopted the provisions of
SFAS No. 123(R) (revised 2004), Share-Based Payment
(SFAS 123(R)) using the modified prospective adoption
method. SFAS 123(R) generally requires all share-based
payments to employees, including grants of employee stock
options, to be recognized in the financial statements based on
their grant-date fair values. SFAS 123(R) also requires the
fair value of outstanding options vesting after the date of
initial adoption to be recognized as a charge to operations over
the remaining vesting period.
In addition, SFAS 123(R) requires the cash benefits of tax
deductions in excess of deferred taxes on recognized
compensation expense to be reported as a financing cash flow,
rather than as an operating cash flow as prescribed by the prior
accounting rules. This requirement, to the extent applicable,
reduces net operating cash flows and increases net financing
cash flows in periods after adoption. Total cash flow remains
unchanged from what would have been reported under prior
accounting rules.
As a result of the adoption of SFAS 123(R), we began
(i) using the fair value method to recognize share-based
compensation and (ii) estimating forfeitures for purposes
of recognizing the remaining fair value of all unvested awards.
In addition, we use the straight-line method to recognize
stock-based compensation expense for our outstanding stock
awards granted after January 1, 2006 that do not contain a
performance condition and the accelerated expense attribution
method for our outstanding stock awards granted prior to
January 1, 2006. As required by SFAS 123(R), we use
the accelerated attribution method to recognize stock-based
compensation expense for all stock awards granted after
January 1, 2006 that contain a performance condition and
vest on a graded basis. SFAS 123(R) also requires
recognition of the equity component of deferred compensation as
additional paid-in capital. As a result, we have reclassified
the January 1, 2006 deferred compensation balance of
$15.6 million to additional paid-in capital in our
consolidated statement of stockholders equity.
We have calculated the expected life of options and SARs granted
by LGI to employees using the simplified method set
forth in Staff Accounting Bulletin (SAB) No. 107. The
expected volatility for LGI options and SARs was based on the
historical volatilities of LGI, UGC and certain other public
companies with characteristics similar to LGI for a historical
period equal to the expected average life of the LGI awards.
Although we generally expect to issue new shares of LGI common
stock when LGI options or SARs are exercised, we may also elect
to issue shares from treasury to the extent available. Although
we repurchase shares of
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
LGI common stock from time to time, the parameters of our share
purchase and redemption activities are not established solely
with reference to the dilutive impact of shares issued upon the
exercise of stock options and SARs.
Earnings
(Loss) per Common Share
Basic earnings (loss) per common share is computed by dividing
net earnings (loss) by the weighted average number of common
shares (excluding unvested common shares) outstanding for the
period. Diluted earnings (loss) per common share presents the
dilutive effect, if any, on a per share basis of potential
common shares (e.g. options, unvested common shares and
convertible securities) as if they had been exercised, vested or
converted at the beginning of the period presented.
We reported losses from continuing operations during 2008, 2007
and 2006. Therefore, the dilutive effect at December 31,
2008, 2007 and 2006 of (i) the aggregate number of then
outstanding options, SARs, and nonvested shares of approximately
26.1 million, 26.7 million and 32.1 million,
respectively, (ii) the aggregate number of shares issuable
pursuant to the then outstanding convertible debt securities and
other obligations that may be settled in cash or shares of
approximately 42.4 million, 42.0 million and
39.4 million, respectively, and (iii) the number of
shares contingently issuable pursuant to LGIs
performance-based incentive plans of 21.1 million,
9.9 million and nil, respectively, were not included in the
computation of diluted loss per share because their inclusion
would have been anti-dilutive to the computation.
Significant
2008 Acquisitions
During 2008, our significant acquisitions included
(i) J:COMs acquisition of Mediatti Communications,
Inc. (Mediatti), a broadband communications operator in Japan,
effective December 25, 2008 and (ii) Telenets
acquisition of Interkabel, as defined below, effective
October 1, 2008. These acquisitions, which are described
below, are collectively referred to herein as the Significant
2008 Acquisitions.
A summary of the purchase prices and opening balance sheets of
the Significant 2008 Acquisitions is presented following the
descriptions of these transactions below.
Acquisition
of Mediatti
Prior to December 25, 2008, Mediatti was 45.5%-owned by
Liberty Japan MC, LLC (Liberty Japan MC), our then 95.2%
indirectly-owned subsidiary, 44.7%-owned by affiliates of
Olympus Capital (collectively, Olympus) and 9.8%-owned by other
third parties. On December 24, 2008, we purchased the
remaining 4.8% interest in Liberty Japan MC that we did not
already own for ¥615.8 million ($6.8 million at
the transaction date). On December 25, 2008, J:COM
purchased 100% of the outstanding shares of Mediatti for total
cash consideration before direct acquisition costs of
¥28,350.6 million ($310.5 million at the
transaction date), of which Liberty Japan MC received
¥12,887.0 million ($141.1 million at the
transaction date). J:COM funded the cash purchase price and the
December 30, 2008 repayment of Mediattis debt with
available cash and borrowings under the J:COM Credit Facility,
as described in note 10. J:COM acquired Mediatti in order
to achieve certain financial, operational and strategic benefits
through the integration of Mediatti with J:COMs existing
operations.
J:COM has accounted for the acquisition of Mediatti under the
provisions of SFAS 141, whereby the Mediatti interest
acquired from Olympus and the other third parties has been
accounted for using the purchase method of accounting and the
Mediatti interest acquired from our company has been treated as
a transaction between entities under common control.
Accordingly, for accounting purposes, J:COMs cost to
acquire Mediatti includes (i) ¥15,463.6 million
($169.4 million at the transaction date) representing the
cash paid to Olympus and the other
II-84
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
third parties, (ii) ¥7,299.4 million
($79.9 million at the transaction date) representing the
historical cost basis or our equity method investment in
Mediatti at December 25, 2008 and (iii)
¥229.2 million ($2.5 million at the transaction
date) representing direct acquisition costs.
The aggregate cost basis assigned to the Mediatti interests
acquired by J:COM, as detailed above, has been allocated to the
acquired identifiable net assets of Mediatti based on
preliminary assessments of their respective fair values, and the
excess of the aggregate cost basis over the preliminary fair
values of such identifiable net assets has been allocated to
goodwill. The allocation of this aggregate cost basis by J:COM,
as reflected in these consolidated financial statements, is
preliminary and subject to adjustment based on J:COMs
final assessment of the fair values of the identifiable assets
and liabilities of Mediatti. Although most items in the Mediatti
valuation process remain open, we expect that the most
significant adjustments to the preliminary allocation will
involve intangible assets, deferred revenue and deferred income
taxes.
Acquisition
of Interkabel
Pursuant to an agreement with four associations of
municipalities in Belgium, which we refer to as the pure
intercommunales or the PICs, that was executed on
June 28, 2008 (the 2008 PICs Agreement), Telenet acquired
from the PICs, effective October 1, 2008, certain cable
television assets (Interkabel), including (i) substantially
all of the rights that Telenet did not already hold to use the
broadband communications network owned by the PICs (the Telenet
PICs Network) and (ii) the analog and digital television
activities of the PICs, including the entire subscriber base
(together with the acquisition of the rights to use the Telenet
PICs Network, the Interkabel Acquisition). As further described
below, Telenet previously had acquired in 1996 the exclusive
right to provide point-to-point services, including broadband
internet and telephony services, and the right to use a portion
of the capacity of the Telenet PICs Network. Telenet completed
the Interkabel Acquisition in order to achieve certain
financial, operational and strategic benefits by obtaining full
access to the Telenet PICs Network and integrating (i) the
PICs digital and analog television activities and
(ii) Telenets digital interactive television services
with the broadband internet and telephony services already
offered by Telenet over the Telenet PICs Network.
In connection with the Interkabel Acquisition, (i) Telenet
paid net cash consideration of 224.9 million
($315.9 million at the transaction date) before working
capital adjustments and direct acquisition costs and
(ii) entered into a long-term lease of the Telenet PICs
Network, as further described below. The
224.9 million of cash consideration includes
8.3 million ($11.6 million at the transaction
date) representing compensation to the PICs for the acquisition
of certain equipment and other rights, net of compensation to
Telenet for the transfer of certain liabilities to Telenet. In
addition, the PICs paid Telenet cash of 27.0 million
($37.9 million at the transaction date) during the fourth
quarter of 2008 in connection with certain working capital
adjustments. Telenet borrowed an additional
85.0 million ($124.2 million at the transaction
date) under the Telenet Credit Facility in September 2008 to
fund a portion of the 224.9 million of net cash
consideration paid to the PICs. The remaining cash consideration
was funded by existing cash and cash equivalent balances. We
incurred 3.4 million ($4.8 million at the
transaction date) of direct acquisition costs associated with
this transaction.
Among other matters, the 2008 PICs Agreement, which supersedes
the
agreement-in-principle
that the parties signed on November 26, 2007, provides that
the PICs will remain the legal owners of the Telenet PICs
Network, and that Telenet will receive full rights to use the
Telenet PICs Network under a long-term lease for a period of
38 years, for which it will pay recurring fees in addition
to the fees paid under the existing 1996 PICs Agreements, as
described below. The fees payable under the 2008 PICs Agreement
include (i) principal payments of 13.0 million
($18.1 million) per year (payable in quarterly
installments) through October 2023 on the
195.0 million ($272.1 million) value assigned to
the initial leased asset base, (ii) payments to the PICs
over the life of the 2008 PICs Agreement to reimburse for
capital expenditures and compensate for network operating costs
incurred by the PICs with respect to the Telenet PICs Network
and (iii) interest on the outstanding amount of the initial
leased asset base and all capital additions to the initial
leased asset base at a rate of 6.25% per annum over the life of
the
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
2008 PICs Agreement. All capital expenditures associated with
the Telenet PICs Network will be initiated by Telenet but
executed and pre-financed by the PICs through an addition to the
long-term capital lease, and will follow a
15-year
reimbursement schedule.
Including amounts payable under the existing 1996 PICs
Agreements, as described below, payments for network operating
costs incurred by the PICs will total 34.8 million
($48.6 million) during the first year of the 2008 PICs
Agreement and will decrease by a fixed annual amount though the
sixth year of the 2008 PICs Agreement, when the annual
reimbursement will be 28.7 million
($40.0 million). Thereafter, the percentage change in the
amount of reimbursed network operating costs will be based on
changes in the network operating costs incurred by Telenet with
respect to its own networks. Payments to the PICs for network
operating costs are included in operating expenses in our
consolidated statements of operations.
The 2008 PICs Agreement also provides that Telenet will
(i) retain certain of the former employees of the PICs
through the first quarter of 2010 and (ii) allow the PICs
to use limited bandwidth on the Telenet PICs Network throughout
the life of the 2008 PICs Agreement. The 2008 PICs Agreement has
the form of an emphyotic lease agreement, which under Belgian
law, is the legal form that is closest to ownership of a real
estate asset without actually having the full legal ownership.
The 2008 PICs Agreement will expire on September 23, 2046
and cannot be early terminated (except in case of non-payment or
bankruptcy of the lessee). In the event no agreement has been
reached between the parties before or on September 23, 2034
to extend or terminate the 2008 PICs Agreement, the 2008 PICs
Agreement will be extended until 2107 if (i) the PICs have
not informed Telenet on September 23, 2034 of their
intention to terminate the 2008 PICs Agreement and
(ii) Telenet has informed the PICs of its intention to
extend the 2008 PICs Agreement. In case the agreement is so
extended, it can be terminated by either party by giving a
12 year notice.
In the event a court would require Telenet and the PICs to pay a
penalty or indemnification to a third party on grounds that the
PICs did not organize a market consultation procedure before
entering into the agreements, the PICs will be liable to pay
such indemnity up to a maximum amount of 20 million
($27.9 million). Any amount above 20 million
would be payable by Telenet. The arrangement covers claims
introduced on or before June 28, 2018.
Pursuant to certain agreements that Telenet and the PICs entered
into in 1996 (the 1996 PICs Agreements), Telenet acquired the
exclusive right to provide point-to-point services and the
non-exclusive right to provide certain other services on a
portion of the Telenet PICs Network. In return for these usage
rights, Telenet issued stock to the PICs and, in addition,
agreed to make various payments to the PICs, including payments
associated with the capital upgrade of the Telenet PICs Network
so that the Telenet PIC Network would be technologically capable
of providing two-way communications services (the two-way
upgrade). The discounted value of the amounts payable by Telenet
through 2016 under the 1996 PICs Agreements that corresponded to
the two-way upgrade of the Telenet PICs Network was reflected as
a financed obligation within our other debt balances, with
corresponding amounts reflected as intangible assets associated
with Telenets right to use a portion of the Telenet PICs
Network. Following the completion of the Interkabel Acquisition,
we began including these financed obligations
(83.5 million ($116.5 million) balance at
October 1, 2008) and intangible assets
(81.5 million ($113.7 million) net carrying
value at October 1, 2008) together with the respective
lease obligations and assets associated with the 2008 PICs
Agreement to arrive at the total obligations and assets that we
report in our consolidated balance sheet with respect to the
capital lease of the Telenet PICs Network. See notes 9 and
10. Telenets obligation to make additional annual payments
from 2017 through 2046 under the 1996 PICs Agreements was not
terminated by the 2008 PICs Agreement. The discounted value of
these payments as of December 31, 2008
(41.8 million ($58.3 million)) is included in
our other debt balances in our consolidated balance sheet.
Telenet has accounted for the Interkabel Acquisition using the
purchase method of accounting, whereby the total purchase price
has been allocated to the acquired identifiable net assets based
on assessments of their
II-86
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
respective fair values, and the excess of the purchase price
over the fair values of these identifiable net assets was
allocated to goodwill. The purchase price allocation, as
reflected in these consolidated financial statements, is
preliminary and subject to adjustment based on Telenets
final assessment of the fair values of the acquired identifiable
assets and liabilities. Although most items in the valuation
process remain open, we expect that the most significant
adjustments to the preliminary allocation will involve
long-lived assets and deferred income taxes.
For information concerning the litigation related to the
Interkabel Acquisition, see note 20.
Opening
Balance Sheet Information of the Significant 2008
Acquisitions
A summary of the purchase price and opening balance sheets for
the Significant 2008 Acquisitions is presented in the following
table. The opening balance sheets presented in this table are
based on preliminary purchase price allocations and are
therefore subject to adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mediatti
|
|
|
Interkabel
|
|
|
|
|
Effective acquisition date
|
|
December 31,
|
|
|
October 1,
|
|
|
|
|
for financial reporting purposes:
|
|
2008
|
|
|
2008
|
|
|
|
|
|
|
in millions
|
|
|
|
|
|
Cash
|
|
$
|
57.7
|
|
|
$
|
|
|
|
|
|
|
Other current assets
|
|
|
22.6
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
300.1
|
|
|
|
389.2
|
|
|
|
|
|
Goodwill (a)
|
|
|
216.2
|
|
|
|
120.6
|
|
|
|
|
|
Intangible assets subject to amortization (b)
|
|
|
49.9
|
|
|
|
161.1
|
|
|
|
|
|
Other assets, net
|
|
|
26.1
|
|
|
|
14.2
|
|
|
|
|
|
Current liabilities
|
|
|
(53.9
|
)
|
|
|
(71.0
|
)
|
|
|
|
|
Long-term debt and capital lease obligations
|
|
|
(273.5
|
)
|
|
|
(290.2
|
)
|
|
|
|
|
Other long-term liabilities
|
|
|
(95.3
|
)
|
|
|
(41.2
|
)
|
|
|
|
|
Minority interests
|
|
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
251.8
|
|
|
$
|
282.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash consideration
|
|
$
|
169.4
|
|
|
$
|
277.9
|
|
|
|
|
|
Investments (c)
|
|
|
79.9
|
|
|
|
|
|
|
|
|
|
Direct acquisition costs
|
|
|
2.5
|
|
|
|
4.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
251.8
|
|
|
$
|
282.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Substantially all of the goodwill associated with the Interkabel
transaction is expected to be deductible for tax purposes. |
|
(b) |
|
The amounts reflected as intangible assets subject to
amortization primarily include intangible assets related to
customer relationships. The intangible assets of each of
Mediatti and Interkabel had weighted average lives of
10 years at the respective acquisition dates. The
Interkabel amount includes an 81.5 million
($113.7 million) reduction associated with the
reclassification of certain network-related intangible assets to
property and equipment, net. For additional information, see the
above description of the Interkabel Acquisition. |
|
(c) |
|
The amount for Mediatti represents the carrying value of our
equity method investment in Mediatti, which was eliminated upon
J:COMs acquisition of Mediatti. |
II-87
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Other
2008 Acquisition
Spektrum On September 1, 2008,
Chellomedia Programming BV, a wholly-owned subsidiary of
Chellomedia, acquired 100% ownership interests in
(i) Spektrum-TV
ZRT and (ii) Ceska programova spolecnost s.r.o. (together,
Spektrum) for cash consideration of $94.2 million, before
considering cash acquired, post-closing working capital
adjustments and direct acquisition costs. Spektrum operates a
documentary channel in the Czech Republic, Slovakia and Hungary.
Chellomedia acquired Spektrum in order to achieve certain
financial, operational and strategic benefits through the
integration of Spektrum with Chellomedias existing
operations. We have accounted for the Spektrum acquisition using
the purchase method of accounting, whereby the total purchase
price has been allocated to the acquired identifiable net assets
based on assessments of their respective fair values, and the
excess of the purchase price over the fair values of such
identifiable net assets was allocated to goodwill. The
allocation of this aggregate cost basis, as reflected in these
consolidated financial statements, is preliminary and subject to
adjustment based on our final assessment of the fair values of
the identifiable assets and liabilities of Spektrum. Although
certain items in the Spektrum valuation process remain open, we
expect that the most significant adjustments to the preliminary
allocation will involve intangible assets and deferred income
taxes.
Significant
2007 Acquisitions
During 2007, our significant acquisitions included (i) our
consolidation of Telenet effective January 1, 2007 and our
acquisition of additional direct and indirect Telenet interests
during the year and (ii) J:COMs acquisition of JTV
Thematics (as defined below) on September 1, 2007. These
acquisitions, which are described below, are collectively
referred to herein as the Significant 2007 Acquisitions.
A summary of the purchase prices and opening balance sheets of
the Significant 2007 Acquisitions is presented following the
descriptions of these transactions below.
Acquisition
of Telenet
General As further described below, it was
not until February 2007 that we were able to exercise the voting
control associated with the Telenet shares we acquired in
November 2006. Accordingly, the November and December 2006
transactions that led to our January 1, 2007 consolidation
of Telenet are described below, along with the additional
interests that we acquired in 2007.
2006 Transactions As discussed in greater
detail below, we acquired 8,481,138 or 8.4% of Telenets
then-outstanding ordinary shares from third parties during
November and December of 2006.
LGI Telenet I BV, a Dutch BV (LGI Telenet I) (formerly Belgian
Cable Holdings, a Delaware partnership) is an indirect
subsidiary of Chellomedia and, prior to June 2007 (see below),
owned a majority common equity interest and a 100% preferred
interest in Belgian Cable Investors, a Delaware partnership
(Belgian Cable Investors). Belgian Cable Investors was dissolved
in December 2007 and the net assets of Belgian Cable Investors
were transferred to LGI Telenet I. LGI Telenet I provided 100%
of the funding for Belgian Cable Investors
November 13, 2006 acquisition of 6,750,000 Telenet shares,
as described below. In connection with this funding, the
interest in Belgian Cable Investors of Cable Partners Belgium
LLC (Cable Partners Belgium), an unrelated third party and, at
the time, the minority investor in Belgian Cable Investors, was
diluted effective in January 2007 from 21.6% to 10.5%.
In addition, in November 2006, LGI Ventures BV (LGI Ventures),
formerly Chellomedia Investments BV, a wholly-owned subsidiary
of Chellomedia, paid cash consideration of
22.2 million ($28.4 million at the transaction
date), before direct acquisition costs, to acquire 931,138
Telenet shares and 136,464 warrants to purchase 409,392 Telenet
shares from certain of our co-investors in Telenet. In December
2006, Liberty Global Europe NV (Liberty Global Europe), the
parent of Chellomedia, paid cash consideration of
17.2 million ($22.5 million at the transaction
date), before direct acquisition costs, to acquire 800,000
Telenet shares through open market purchases.
II-88
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Also in November 2006, certain entities that, at the time, were
majority owned by Belgian Cable Investors (the Investcos),
distributed 680,062 Telenet shares and 1,159 warrants to
purchase 3,477 Telenet shares to certain of our co-investors in
Telenet in exchange for the redemption of
14.0 million ($18.0 million at the transaction
date) of the then redemption value of certain mandatorily
redeemable securities of the Investcos that were held by these
Telenet co-investors. These shares and warrants were in turn
sold by the Telenet co-investors to LGI Ventures for cash
consideration of 14.0 million ($18.0 million at
the transaction date), before direct acquisition costs. With the
exception of the redemption of the Investcos mandatorily
redeemable securities (which securities are further described
below), the impact of these transactions is eliminated in
consolidation as each of LGI Ventures and the Investcos were
consolidated subsidiaries of Chellomedia at the transaction
date. Following this redemption, the estimated redemption value
of the remaining outstanding mandatorily redeemable securities
of the Investcos that were held by third parties was reduced to
an insignificant amount.
The Investcos securities mentioned above have been
mandatorily redeemable at the option of the third-party holders
since the October 2005 initial public offering (IPO) of Telenet.
The estimated redemption value of the Investcos securities
held by third parties was included in debt in our consolidated
balance sheets and changes in the estimated redemption value of
the Investcos securities held by third parties were
included in interest expense in our consolidated statements of
operations. During 2006, we recorded increases to the estimated
redemption value of these securities aggregating
3.3 million ($4.1 million at the average rate
during the period).
On November 13, 2006, Belgian Cable Investors, then a
majority-owned subsidiary of Chellomedia, paid cash
consideration of 135.0 million ($172.9 million
at the transaction date) or 20.00 ($25.62 at the
transaction date) per share, before direct acquisition costs, to
exercise certain call options to acquire 6,750,000 ordinary
shares of Telenet from various members of the Mixed
Intercommunales (entities comprised of certain Flanders
municipalities and Electrabel NV). At the time, the Mixed
Intercommunales were, along with certain of our subsidiaries,
members of a syndicate (the Telenet Syndicate) that controlled
Telenet by virtue of the Telenet Syndicates collective
ownership of a majority of the outstanding Telenet shares. As a
result of this transaction, we obtained a majority ownership
interest in the Telenet shares owned by the Telenet Syndicate,
thereby acquiring certain governance rights that provided us
with the ability to exercise voting control over Telenet, as
further described below. However, as we did not obtain
regulatory approval to exercise our voting control over Telenet
until February 26, 2007, we accounted for Telenet using the
equity method through December 31, 2006. Effective
January 1, 2007, we began accounting for Telenet as a
consolidated subsidiary. We obtained control of Telenet to
enhance our strategic alternatives with respect to our
investment position in Telenet.
2007 Transactions. During the first quarter of
2007, we acquired 2,720,970 or 2.7% of Telenets then
outstanding ordinary shares through transactions with third
parties and the conversion of certain warrants, for an aggregate
cost of 63.9 million ($83.8 million at the
average rate for the period), including direct acquisition costs
and the 4.9 million ($6.4 million at the average
rate for the period) fair value of the converted warrants.
On May 31, 2007, pursuant to the rights provided us under
the agreement among the Telenet Syndicate shareholders (the
Syndicate Agreement), we nominated seven additional members to
the Telenet Board, bringing our total number of representatives
to nine of the 17 total members. Under the Syndicate Agreement
and the Telenet Articles of Association, certain limited Telenet
Board decisions must receive the affirmative vote of specified
directors in order to be effective. Based on the shareholdings
of the other Telenet Syndicate shareholders at the time, these
special voting requirements applied only to certain
minority-protective decisions, including (i) affiliate
transactions, (ii) incurrence of debt in excess of that
required to fund Telenets business plan and
(iii) dispositions of assets representing more than 20% of
Telenets fair market value.
On June 29, 2007, LGI Telenet I paid cash consideration of
35.3 million ($47.6 million at the transaction
date) to acquire from a third party the remaining 10.5% interest
in Belgian Cable Investors that we did not already own.
II-89
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
On July 4, 2007, Belgian Cable Investors paid cash
consideration of 466.7 million, or 25.00 per
share ($635.7 million or $34.05 per share at the
transaction date), before direct acquisition costs, to exercise
options to acquire 18,668,826 Telenet shares from certain of the
Telenet Syndicate shareholders. As a result of this transaction,
only one third-party shareholder (the Financial Consortium)
remained within the Telenet Syndicate and our governance rights
increased such that the only Telenet Board decisions that we do
not control under the Syndicate Agreement and the Telenet
Articles of Association are certain minority-protective
decisions, including decisions to sell certain cable assets or
terminate cable services.
On August 7, 2007, we exercised 26,417 warrants to purchase
Telenet ordinary shares and on or around the same date, certain
third-party holders of these warrants exercised in the aggregate
a further 3,261,960 warrants. On August 10, 2007, Telenet
issued (i) 7,461,533 ordinary shares in the aggregate to
the Financial Consortium and other third parties and
(ii) 79,251 ordinary shares to our company upon the
exercise of these warrants. In connection with the dilution of
our Telenet ownership interest that resulted from the exercise
of the warrants by third-party holders, we recognized a loss of
35.8 million ($49.2 million at the transaction
date), which is reflected as a decrease to additional paid-in
capital in our consolidated statement of stockholders
equity for the year ended December 31, 2007. No deferred
income taxes were required to be provided on this loss.
On September 24, 2007, we purchased 5,300,000 Telenet
ordinary shares in privately negotiated transactions for total
cash consideration of 117.8 million
($165.9 million at the transaction date), including direct
acquisition costs. These shares are subject to the terms of the
Syndicate Agreement.
We have accounted for our acquisitions of Telenet and Belgian
Cable Investors interests as step acquisitions, and have
allocated our investment basis to our pro rata share of
Telenets assets and liabilities at each significant
acquisition date based on the estimated fair values of such
assets and liabilities on such dates, and the excess of our
investment basis over the adjusted estimated fair values of such
identifiable net assets has been allocated to goodwill.
Acquisition
of JTV Thematics
Sumitomo Corporation (Sumitomo) is the owner of a minority
interest in LGI/Sumisho Super Media, LLC (Super Media), our
indirect majority-owned subsidiary and the owner of a
controlling interest in J:COM. On July 2, 2007, Jupiter TV
Co., Ltd. (Jupiter TV), our Japanese programming joint venture
with Sumitomo, was split into two separate companies through the
spin-off of the thematics channel business (JTV Thematics). The
business of the newly incorporated JTV Thematics consisted of
the operations that invest in, develop, manage and distribute
fee-based television programming through cable, satellite and
broadband platforms systems in Japan. Following the spin-off of
JTV Thematics, Jupiter TV was renamed SC Media &
Commerce, Inc. (SC Media). SC Medias business primarily
focuses on the operation of Jupiter Shop Channel Co., Ltd.
(Jupiter Shop Channel), through which a wide variety of consumer
products and accessories are marketed and sold.
As further described in note 5, we exchanged our interest
in SC Media for shares of Sumitomo common stock on July 3,
2007.
On September 1, 2007, JTV Thematics and J:COM executed a
merger agreement under which JTV Thematics was merged with
J:COM. The merger of J:COM and JTV Thematics has been treated as
the acquisition of JTV Thematics by J:COM. J:COM acquired JTV
Thematics to increase its presence in the programming
distribution business in Japan. J:COM has accounted for the
acquisition of JTV Thematics under the provisions of
SFAS 141 whereby the JTV Thematics interest acquired from
Sumitomo has been accounted for using the purchase method of
accounting and the JTV Thematics interest acquired from our
company has been treated as a transaction between entities under
common control. Accordingly, for accounting purposes,
J:COMs cost to acquire JTV Thematics includes (i)
¥26,839 million ($231.7 million at the
transaction date) representing the value assigned to the 253,676
J:COM ordinary shares issued to Sumitomo based on the average
quoted market price of J:COM ordinary shares for
II-90
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
the period beginning two trading days before and ending two
trading days after the terms of the merger were agreed to and
announced (May 22, 2007), (ii) ¥6,708 million
($57.9 million at the transaction date) representing the
value assigned to the 253,675 J:COM ordinary shares issued to
one of our wholly-owned indirect subsidiaries, based on our
historical cost basis in JTV Thematics at September 1, 2007
and (iii) ¥411.0 million ($3.5 million at the
transaction date) representing direct acquisition costs.
The aggregate cost basis assigned to the JTV Thematics interests
acquired by J:COM, as detailed above, has been allocated to the
acquired identifiable net assets of JTV Thematics based on final
assessments of their respective fair values, and the excess of
the aggregate cost basis over the fair values of such
identifiable net assets was allocated to goodwill.
In connection with the dilution of our J:COM ownership interest
that resulted from the issuance of the J:COM shares to Sumitomo,
we recorded a $53.0 million gain, which is reflected as an
increase to additional paid-in capital in our consolidated
statement of stockholders equity for the year ended
December 31, 2007. No deferred income taxes were required
to be provided on this gain.
Opening
Balance Sheet Information of the Significant 2007
Acquisitions
A summary of the purchase prices and opening balance sheets of
the Significant 2007 Acquisitions is presented in the following
table. The opening balance sheets presented in this table
reflect our final purchase price allocations, including certain
purchase accounting adjustments that were recorded in 2008 prior
to the finalization of the applicable purchase price allocations:
|
|
|
|
|
|
|
|
|
|
|
Telenet
|
|
|
JTV Thematics
|
|
Effective acquisition or consolidation date
|
|
January 1,
|
|
|
September 1,
|
|
for financial reporting purposes:
|
|
2007
|
|
|
2007
|
|
|
|
in millions
|
|
|
Cash
|
|
$
|
77.6
|
|
|
$
|
6.3
|
|
Other current assets
|
|
|
159.1
|
|
|
|
22.3
|
|
Investments
|
|
|
|
|
|
|
94.1
|
|
Property and equipment, net
|
|
|
1,420.3
|
|
|
|
8.8
|
|
Goodwill
|
|
|
1,975.1
|
|
|
|
159.8
|
|
Intangible assets subject to amortization (a)
|
|
|
929.9
|
|
|
|
132.8
|
|
Other assets, net
|
|
|
22.9
|
|
|
|
14.5
|
|
Current liabilities
|
|
|
(575.6
|
)
|
|
|
(46.5
|
)
|
Long-term debt and capital lease obligations
|
|
|
(1,810.7
|
)
|
|
|
(24.2
|
)
|
Other long-term liabilities
|
|
|
(299.7
|
)
|
|
|
(74.6
|
)
|
Minority interests (b)
|
|
|
(378.3
|
)
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
1,520.6
|
|
|
$
|
293.1
|
|
|
|
|
|
|
|
|
|
|
Purchase price:
|
|
|
|
|
|
|
|
|
Cash consideration
|
|
$
|
930.8
|
|
|
$
|
|
|
Issuance of J:COM stock to Sumitomo
|
|
|
|
|
|
|
231.7
|
|
Investments (c)
|
|
|
523.3
|
|
|
|
57.9
|
|
Options and warrants (d)
|
|
|
65.2
|
|
|
|
|
|
Direct acquisition costs
|
|
|
1.3
|
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,520.6
|
|
|
$
|
293.1
|
|
|
|
|
|
|
|
|
|
|
II-91
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
(a) |
|
The amounts reflected as intangible assets subject to
amortization primarily include intangible assets related to
customer relationships and, in the case of Telenet, certain
network-related rights. At January 1, 2007 and the
respective 2007 step acquisition dates, the weighted average
useful life of Telenets intangible assets was
approximately 16 years. At September 1, 2007, the
useful life of JTV Thematics intangible assets was
approximately 15 years. |
|
(b) |
|
The Telenet amount represents the minority interest owners
share of Telenets net assets. |
|
(c) |
|
These amounts represent the carrying values of our equity method
investments in Telenet and JTV Thematics, which were eliminated
upon our respective acquisitions of controlling interests in
these entities. |
|
(d) |
|
Amount represents the fair value of options and warrants to
acquire Telenet ordinary shares on the date of exercise. |
Other
2007 Acquisition
Telesystems Tirol On October 2, 2007,
our operating subsidiary in Austria acquired Telesystem Tirol
GmbH & Co KG (Tirol), a broadband communications
operator in Austria, for cash consideration of
84.3 million ($119.3 million at the transaction
date), including working capital adjustments and direct
acquisition costs. We have accounted for the Telesystems Tirol
acquisition using the purchase method of accounting, whereby the
total purchase price has been allocated to the acquired
identifiable net assets based on assessments of their respective
fair values, and the excess of the purchase price over the fair
values of such identifiable net assets was allocated to goodwill.
Significant
2006 Acquisitions
During 2006, our significant acquisitions included
(i) J:COMs acquisition of a controlling interest in
Cable West, Inc. (Cable West) effective September 28, 2006
and (ii) the consolidation of Karneval Media s.r.o. and
Forecable s.r.o. (together Karneval) effective
September 18, 2006. These acquisitions, which are described
below, are collectively referred to herein as the Significant
2006 Acquisitions.
A summary of the purchase prices and opening balance sheets of
the Significant 2006 Acquisitions is presented following the
descriptions of these transactions below.
Acquisition
of Cable West
On September 28, 2006, J:COM paid aggregate cash
consideration of ¥55.8 billion ($472.5 million at
the transaction date) before direct acquisition costs to
increase its ownership interest in Cable West from an 8.6%
non-controlling interest to an 85.0% controlling interest. On
November 15, 2006, J:COM paid aggregate cash consideration
of ¥7,736 million ($65.5 million at the
transaction date) to increase its ownership interest in Cable
West to 95.6%. Cable West is a broadband communications provider
in Japan. For financial reporting purposes, J:COM began
consolidating Cable West effective September 30, 2006.
J:COM acquired Cable West in order to achieve certain financial,
operational and strategic benefits through the integration of
Cable West with its existing operation. On January 1, 2008,
Cable West was merged with certain other J:COM entities to
form J:COM West Co., Ltd.
J:COMs acquisitions of additional Cable West ownership
interests during the third and fourth quarters of 2006 have been
accounted for as step acquisitions by our company of ownership
interests in Cable West of 76.4% and 10.6%, respectively. The
total cash consideration, together with direct acquisition
costs, and the September 28, 2006 carrying value of
J:COMs cost method investment in Cable West, has been
allocated to the identifiable assets and liabilities of Cable
West based on assessments of their respective fair values
(taking into account the respective
II-92
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
76.4% and 10.6% Cable West ownership interests that we acquired
during the third and fourth quarters of 2006, respectively), and
the excess of the purchase prices over the adjusted fair values
of such identifiable net assets was allocated to goodwill.
Acquisition
of Karneval
On August 9, 2006, we announced that (i) Liberty
Global Europe had signed a total return swap agreement with each
of Aldermanbury Investments Limited (AIL), an affiliate of JP
Morgan, and Deutsche Bank AG, London Branch (Deutsche), to
acquire Unite Holdco III BV (Unite Holdco), subject to
regulatory approvals, and (ii) Unite Holdco had entered
into a share purchase agreement to acquire all interests in
Karneval from ICZ Holding BV. On September 18, 2006, Unite
Holdco acquired Karneval for aggregate cash consideration of
331.1 million ($420.1 million at the transaction
date) before direct acquisition costs, including
8.6 million ($10.9 million at the transaction
date) of net cash and working capital adjustments. Karneval
provides cable television and broadband internet services to
residential customers and managed network services to corporate
customers in the Czech Republic. On December 28, 2006,
following the receipt of regulatory approvals, Liberty Global
Europe completed its acquisition of Unite Holdco and settled the
total return swap agreements with each of AIL and Deutsche. We
acquired Karneval in order to achieve certain financial,
operational and strategic benefits through the integration of
Karneval with our existing operations in the Czech Republic.
In connection with the total return swap and share purchase
agreements described above, Liberty Global Europe agreed to
indemnify each of AIL and Deutsche and their affiliates with
respect to any losses, liabilities and taxes incurred in
connection with the acquisition, ownership and subsequent
transfer of the Unite Holdco and Karneval interests. Liberty
Global Europes indemnity agreement with AIL and Deutsche
was considered to be a variable interest in Unite Holdco, which
was considered to be a variable interest entity under the
provisions of FASB Interpretation No. 46(R),
Consolidation of Variable interest Entities
(FIN 46(R)). As Liberty Global Europe was responsible
for all losses incurred by AIL and Deutsche in connection with
their acquisition, ownership and ultimate disposition of Unite
Holdco, Liberty Global Europe was considered to be Unite
Holdcos primary beneficiary, as defined by FIN 46(R),
and Liberty Global Europe was therefore required to consolidate
Unite Holdco and its subsidiary Karneval, as of the closing date
of Unite Holdcos acquisition of Karneval. As each of AIL
and Deutsche did not have equity at risk in Unite Holdco, the
full amount of Unite Holdcos results during the fourth
quarter of 2006 was allocated to Liberty Global Europe. For
financial reporting purposes, we began consolidating Unite
Holdco effective September 30, 2006.
Our acquisition of Karneval through Unite Holdco has been
accounted for using the purchase method of accounting. The total
purchase price has been allocated to the acquired identifiable
net assets of Karneval based on assessments of their respective
fair values, and the excess of the purchase price over the fair
values of such identifiable net assets was allocated to goodwill.
II-93
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Opening
Balance Sheet Information of the Significant 2006
Acquisitions
A summary of the purchase prices and opening balance sheets of
the Significant 2006 Acquisitions is presented in the following
table. The opening balance sheets presented in this table
reflect our final purchase price allocations, including certain
purchase accounting adjustments that were recorded in 2007 prior
to the finalization of the applicable purchase price allocations.
|
|
|
|
|
|
|
|
|
|
|
Cable West
|
|
|
Karneval
|
|
Effective acquisition or consolidation date
|
|
September 30,
|
|
|
September 30,
|
|
for financial reporting purposes:
|
|
2006
|
|
|
2006
|
|
|
|
in millions
|
|
|
Cash
|
|
$
|
15.1
|
|
|
$
|
12.4
|
|
Other current assets
|
|
|
45.6
|
|
|
|
2.6
|
|
Property and equipment, net
|
|
|
300.5
|
|
|
|
172.9
|
|
Goodwill
|
|
|
365.9
|
|
|
|
233.0
|
|
Intangible assets subject to amortization (a)
|
|
|
110.0
|
|
|
|
20.9
|
|
Other assets, net
|
|
|
2.9
|
|
|
|
14.9
|
|
Current liabilities
|
|
|
(73.6
|
)
|
|
|
(10.0
|
)
|
Long-term debt and capital lease obligations
|
|
|
(65.1
|
)
|
|
|
(1.8
|
)
|
Other long-term liabilities
|
|
|
(138.2
|
)
|
|
|
(16.5
|
)
|
Minority interests in subsidiaries
|
|
|
(6.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
556.7
|
|
|
$
|
428.4
|
|
|
|
|
|
|
|
|
|
|
Purchase price:
|
|
|
|
|
|
|
|
|
Cash consideration
|
|
$
|
538.0
|
|
|
$
|
420.1
|
|
Other investment (b)
|
|
|
16.4
|
|
|
|
|
|
Direct acquisition costs
|
|
|
2.3
|
|
|
|
8.3
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
556.7
|
|
|
$
|
428.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The amounts reflected as intangible assets subject to
amortization primarily relate to our assessment of the fair
value of customer relationships. Such acquired intangible assets
for Cable West and Karneval had weighted average lives of 10 and
5 years, respectively, at the respective acquisition dates. |
|
(b) |
|
The Cable West amount represents the $16.4 million carrying
value of J:COMs cost method investment in Cable West as of
September 27, 2006, which was eliminated upon J:COMs
acquisition of a controlling interest. |
Other
2006 Acquisition
INODE On March 2, 2006 we acquired UPC
Austria GmbH (formerly INODE Telekommunikationsdienstleistungs
GmbH) (INODE), an unbundled Digital Subscriber Line (DSL)
provider in Austria, for cash consideration before direct
acquisition costs of 93 million ($111 million at
the transaction date). The INODE acquisition has been accounted
for using the purchase method of accounting, whereby the total
purchase price has been allocated to the acquired identifiable
net assets of INODE based on their respective fair values, and
the excess of the purchase price over the fair value of such net
identifiable assets was allocated to goodwill.
Pro
Forma Information for 2008 and 2007 Significant
Acquisitions
The following unaudited pro forma consolidated operating results
for 2008 and 2007 give effect to (i) the Significant 2008
acquisitions as if they had been completed as of January 1,
2008 (for 2008 results) and January 1,
II-94
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
2007 (for 2007 results) and (ii) the Significant 2007
Acquisitions as if they had been completed as of January 1,
2007 (for 2007 results). No effect has been given to the
acquisitions of Spektrum and Tirol since they would not have had
a material impact on our results of operations for the indicated
periods. These pro forma amounts are not necessarily indicative
of the operating results that would have occurred if these
transactions had occurred on such dates. The pro forma
adjustments are based upon currently available information and
upon certain assumptions that we believe are reasonable.
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions, except per share amounts
|
|
|
Revenue
|
|
$
|
10,834.1
|
|
|
$
|
9,321.9
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
$
|
(816.1
|
)
|
|
$
|
(452.5
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share from continuing
operations Series A, Series B and
Series C common stock
|
|
$
|
(2.59
|
)
|
|
$
|
(1.19
|
)
|
|
|
|
|
|
|
|
|
|
Pro
Forma Information for 2007 and 2006 Significant
Acquisitions
The following unaudited pro forma consolidated operating results
for 2007 and 2006 give effect to (i) the Significant 2007
Acquisitions as if they had been completed as of January 1,
2007 (for 2007 results) and January 1, 2006 (for 2006
results) and (ii) the Significant 2006 Acquisitions as if
they had been completed as of January 1, 2006 (for 2006
results). No effect has been given to the acquisitions of Tirol
and INODE since they would not have had a material impact on our
results of operations for the indicated periods. These pro forma
amounts are not necessarily indicative of the operating results
that would have occurred if these transactions had occurred on
such dates. The pro forma adjustments are based upon currently
available information and upon certain assumptions that we
believe are reasonable.
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions, except per share amounts
|
|
|
Revenue
|
|
$
|
9,061.7
|
|
|
$
|
7,776.3
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
$
|
(430.3
|
)
|
|
$
|
(344.5
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share from continuing
operations Series A, Series B and
Series C common stock
|
|
$
|
(1.13
|
)
|
|
$
|
(0.79
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
Dispositions
and Discontinued Operations
|
2007
Dispositions
SC Media On July 3, 2007, pursuant to a
share-for-share exchange agreement with Sumitomo, we exchanged
all of our shares in SC Media for 45,652,043 shares of
Sumitomo common stock with a transaction date market value of
¥104.5 billion ($854.7 million at the transaction
date). As a result of this exchange transaction, we recognized a
pre-tax gain of $489.3 million, representing the excess of
the market value of the Sumitomo shares received over the
carrying value of our investment in SC Media, after deducting a
$19.4 million foreign currency translation loss that was
reclassified from our accumulated other comprehensive earnings
to our consolidated statement of operations in connection with
this exchange transaction. During the second quarter of 2007, we
II-95
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
executed a zero cost collar transaction with respect to the
Sumitomo shares. See note 7. During the fourth quarter of
2007, we recorded a loss due to an other-than-temporary decline
in the fair value of our investment in Sumitomo common stock.
See note 6.
Melita Cable Plc (Melita) On July 26,
2007, an indirect wholly-owned subsidiary of Chellomedia sold
its 50% interest in Melita to an unrelated third party for cash
consideration of 73.6 million ($101.1 million at
the transaction date). We recognized a gain of
$62.2 million in connection with this transaction.
2006
Dispositions
UPC Belgium NV/SA (UPC Belgium) On
December 31, 2006, we sold UPC Belgium to Telenet for cash
consideration of 184.5 million ($243.3 million
at the transaction date), after deducting cash received to
settle net cash and working capital adjustments of
20.9 million ($27.6 million at the transaction
date). The terms of this transaction were voted on and approved
by Telenets board of directors, with the Telenet board
members affiliated with LGI abstaining from the vote. In
connection with this transaction, we recognized a pre-tax gain
of $104.7 million after eliminating the percentage of the
gain equal to our ownership interest in Telenet at
December 31, 2006. The pre-tax gain recognized includes
realized foreign currency translation gains of
$7.3 million. Due to our continuing ownership interest in
Telenet, we have not accounted for UPC Belgium as a discontinued
operation.
Sky Brasil On August 23, 2006, following
receipt of the necessary regulatory approvals, we completed the
sale of our investment in a DTH satellite provider that operates
in Brazil (Sky Brasil). Upon the completion of this transaction,
the contingent obligation to refund the $60.0 million of
cash consideration that we received for our Sky Brasil interest
in October 2004 was eliminated. We recognized a
$16.9 million pre-tax gain in connection with this
transaction.
Primacom On August 10, 2006, we sold our
equity method investment in PrimaCom AG (PrimaCom). We
recognized a $35.8 million pre-tax gain in connection with
this transaction.
Sky Mexico On February 16, 2006, we
received $88.0 million in cash upon the sale of our cost
investment in a DTH satellite provider that operates in Mexico
(Sky Mexico). We recognized a $45.3 million pre-tax gain in
connection with this transaction.
Discontinued
Operations
UPC Norway On December 19, 2005, we
reached an agreement to sell 100% of UPC Norway to an unrelated
third party. On January 19, 2006, we sold UPC Norway for
cash proceeds of approximately 444.8 million
($536.7 million at the transaction date). On
January 24, 2006, 175 million ($214 million
at the transaction date) of the proceeds from the sale of UPC
Norway were applied toward the prepayment of borrowings under
the UPC Broadband Holding Bank Facility. See note 10. In
accordance with SFAS 144, we have presented UPC Norway as a
discontinued operation in our consolidated financial statements
effective December 31, 2005. UPC Norways net results
for the 2006 period through the date of sale were not
significant. In connection with the January 19, 2006
disposal of UPC Norway, we recognized a net gain of
$223.1 million that includes realized cumulative foreign
currency translation losses of $1.7 million. No income
taxes were required to be provided on this gain. This net gain
is reflected in discontinued operations in our 2006 consolidated
statement of operations. Prior to its disposal, we included UPC
Norway in our then reportable segment, Other Western
Europe.
UPC Sweden On April 4, 2006, we reached
an agreement to sell 100% of UPC Sweden to a consortium of
unrelated third parties. On June 19, 2006, we sold UPC
Sweden for cash proceeds of Swedish krona (SEK)
2,984 million ($403.9 million at the transaction date)
and the assumption by the buyer of capital lease obligations
with an aggregate balance of approximately SEK 251 million
($34.0 million at the transaction date). We were required
to use 150 million ($188.6 million at the
transaction date) of the UPC Sweden sales proceeds to prepay
II-96
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
borrowings under the UPC Broadband Holding Bank Facility.
Effective March 31, 2006, we began accounting for UPC
Sweden as a discontinued operation in our consolidated financial
statements in accordance with SFAS 144. In connection with
the June 19, 2006 disposal of UPC Sweden, we recognized a
net gain of $155.2 million that includes realized
cumulative foreign currency translation gains of
$4.4 million. No income taxes were required to be provided
on this gain. This net gain is reflected in discontinued
operations in our consolidated statement of operations. Prior to
its disposal, we included UPC Sweden in our then reportable
segment, Other Western Europe.
UPC France On July 19, 2006, we sold our
100% interest in UPC France to a consortium of unrelated third
parties for cash proceeds of 1,253.2 million
($1,578.4 million at the transaction date), subject to
post-closing adjustments. Effective June 1, 2006, we began
accounting for UPC France as a discontinued operation in our
consolidated financial statements in accordance with
SFAS 144. Other than severance and bonus payments that were
paid in connection with the disposition, UPC Frances net
results from July 1, 2006 through the date of sale were not
significant. Pursuant to the terms of the UPC Broadband Holding
Bank Facility, we are required to use 290.0 million
($365.3 million at the transaction date) of the cash
proceeds from the UPC France sale to prepay or otherwise provide
for the prepayment of a portion of the amounts outstanding under
the UPC Broadband Holding Bank Facility. As permitted by the UPC
Broadband Holding Bank Facility, we initially placed cash
proceeds equal to the 290.0 million required
prepayment in a restricted account that is reserved for the
prepayment of amounts outstanding under the UPC Broadband
Holding Bank Facility. In September 2006, we used
105.0 million ($146.5 million) of the amounts
held in the UPC Holding restricted account, together with
available cash of 25.0 million ($34.9 million),
to repay amounts outstanding under the UPC Broadband Holding
Bank Facility. During the fourth quarter of 2006, the UPC
Broadband Bank Facility was amended to eliminate the requirement
to use the remaining 185.0 million
($258.1 million) to prepay borrowings under the UPC
Broadband Holding Bank Facility provided that such amount was
reinvested in the business prior to a specified date. As a
result of this amendment, the funds were withdrawn from the
blocked account in December 2006 and reinvested in the business.
In connection with the July 19, 2006 disposal of UPC
France, we recognized a net gain of $625.4 million that
includes realized cumulative foreign currency translation losses
of $18.6 million. No income taxes were required to be
provided on this gain. This net gain is reflected in
discontinued operations in our consolidated statements of
operations. Prior to its disposal, we presented UPC France as a
separate reportable segment.
PT Norway On June 9, 2006, our
subsidiary, Priority Holding BV, disposed of its 100% interest
in PT Norway. Effective June 1, 2006, we began accounting
for PT Norway as a discontinued operation in our consolidated
financial statements in accordance with SFAS 144. In
connection with the disposal of PT Norway, we recognized a net
gain of $29.7 million that includes realized cumulative
foreign currency translation losses of $0.4 million. No
income taxes were required to be provided on this gain. This net
gain is reflected in discontinued operations in our consolidated
statement of operations. Prior to its disposal, we included PT
Norway in our corporate and other category for segment reporting
purposes.
II-97
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Operating
Results of Discontinued Operations
The operating results that are included in discontinued
operations are presented in the following table:
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2006 (a)
|
|
|
|
in millions
|
|
|
Revenue
|
|
$
|
325.4
|
|
|
|
|
|
|
Operating income
|
|
$
|
25.1
|
|
|
|
|
|
|
Earnings before income taxes and minority interests
|
|
$
|
7.0
|
|
|
|
|
|
|
Net earnings from discontinued operations
|
|
$
|
6.8
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes UPC Sweden, UPC France and PT Norway. |
As noted above, we were required to use proceeds from the UPC
Norway, UPC Sweden and UPC France dispositions to repay certain
amounts outstanding under the UPC Broadband Holding Bank
Facility. Interest expense related to such required debt
repayments of $17.9 million for the year ended
December 31, 2006 is included in discontinued operations in
our consolidated statements of operations.
The details of our investments are set forth below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Accounting Method
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value
|
|
$
|
815.1
|
|
|
$
|
|
|
Equity
|
|
|
189.7
|
|
|
|
388.6
|
|
Cost
|
|
|
25.0
|
|
|
|
22.1
|
|
Available-for-sale
|
|
|
|
|
|
|
760.8
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,029.8
|
|
|
$
|
1,171.5
|
|
|
|
|
|
|
|
|
|
|
Current (a)
|
|
$
|
50.0
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
|
|
$
|
979.8
|
|
|
$
|
1,171.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The current amount represents the market value of our investment
in shares of The News Corporation Limited (News Corp.) at
December 31, 2008. Due to the fact that we intend to use
our News Corp. shares to settle a related prepaid forward sale
transaction that is scheduled to mature on July 7, 2009, we
have included this amount in other current assets in our
December 31, 2008 consolidated balance sheet. For
information concerning our News Corp. prepaid forward sale
transaction, see note 7. |
Fair
Value Method Investments
As further discussed in note 2, we adopted SFAS 159
effective January 1, 2008. Pursuant to SFAS 159, we
elected the fair value option for certain of our investments,
including our investments in Sumitomo, News Corp. and Canal+
Cyfrowy Sp zoo (Cyfra+). The aggregate fair value of our fair
value method investments as of January 1, 2008 was
$1,138.8 million.
II-98
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Sumitomo At December 31, 2008 and 2007,
we owned 45,652,043 shares of Sumitomo common stock. Our
Sumitomo shares represented 3.7% of Sumitomos outstanding
common stock at September 30, 2008, the latest date for
which information with respect to Sumitomos outstanding
shares is publicly available. At December 31, 2008 and
2007, the fair value of our Sumitomo shares was
$392.2 million and $648.1 million, respectively.
During the fourth quarter of 2007, the value of our investment
in Sumitomo common stock declined to a level at
December 31, 2007 that was nearly 25% below our then cost
basis of ¥104.5 billion ($854.7 million at the
transaction date). The decline in fair value was considered
other-than-temporary primarily due to the extent and length of
time that fair value was below carrying value and uncertainties
regarding the near-term prospects for the recovery of the market
price of Sumitomo shares. Accordingly, we recognized a
$206.6 million pre-tax loss in December 2007. This loss is
included in other-than-temporary declines in fair values of
investments in our consolidated statement of operations. Our
investment in Sumitomo common stock is pledged as security for
borrowings under the Sumitomo Collar, which among other matters,
effectively hedges our exposure to declines in the market price
of Sumitomo common stock below a specified amount. For
additional information, see note 7.
News Corp. At December 31, 2008 and
2007, we held 5,500,000 shares of News Corp. Class A
common stock. In August 2005, we entered into a prepaid forward
sale transaction with respect to our investment in News Corp.
Class A common stock. See note 7.
Cyfra+ At December 31, 2008 and 2007, we
held a 25.0% interest in Cyfra+, a privately-held DTH operator
in Poland.
Equity
Method Investments
Our equity method affiliates generally are engaged in the cable
and/or
programming businesses in various foreign countries. At
December 31, 2008, investments accounted for using the
equity method include (i) J:COMs 50.0% ownership
interest in Discovery Japan, Inc., a general documentary channel
business currently operating two channels in Japan,
(ii) J:COMs 33.4% ownership interest in JSports
Broadcasting Corporation, a sports channel business currently
operating four channels in Japan, and (iii) Austars
50.0% ownership interest in XYZ Network Pty LTD, a provider of
programming services in Australia. The following table sets
forth the details of our share of results of affiliates, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
SC Media
|
|
$
|
|
|
|
$
|
16.7
|
|
|
$
|
34.4
|
|
Telenet
|
|
|
|
|
|
|
|
|
|
|
(24.3
|
)
|
Other
|
|
|
5.4
|
|
|
|
17.0
|
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5.4
|
|
|
$
|
33.7
|
|
|
$
|
13.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008 and 2007, the aggregate carrying
amount of our equity method investments exceeded our
proportionate share of the respective affiliates net
assets by $89.5 million and $237.5 million,
respectively. Any calculated excess costs on investments are
allocated on an estimated fair value basis to the underlying
assets and liabilities of the investee. Amounts associated with
assets other than goodwill and indefinite-lived intangible
assets are amortized over their estimated useful lives
(generally 17 years).
SC
Media
SC Media, a 50% joint venture formed in 1996 by our company and
Sumitomo, was a programming company in Japan, which owned and
invested in programming distribution businesses, including the
businesses of JTV Thematics and Jupiter Shop Channel. As a
result of the exchange of our investment in SC Media for
Sumitomo
II-99
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
shares on July 3, 2007 and J:COMs acquisition of a
100% interest in JTV Thematics on September 1, 2007, we no
longer own an interest in SC Media and certain of the equity
method investments formerly owned by SC Media are now owned by
J:COM. For additional information, see notes 4 and 5.
Summarized financial information of SC Media for the periods in
which we used the equity method to account for SC Media is as
follows:
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
449.8
|
|
|
$
|
961.2
|
|
Operating, selling, general and administrative expenses
|
|
|
(368.7
|
)
|
|
|
(752.3
|
)
|
Depreciation and amortization
|
|
|
(12.7
|
)
|
|
|
(21.2
|
)
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
68.4
|
|
|
|
187.7
|
|
Other, net
|
|
|
(38.7
|
)
|
|
|
(108.1
|
)
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations
|
|
$
|
29.7
|
|
|
$
|
79.6
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
29.7
|
|
|
$
|
68.8
|
|
|
|
|
|
|
|
|
|
|
Telenet
We began accounting for Telenet as a consolidated subsidiary
effective January 1, 2007. For information concerning
transactions involving our Telenet ownership interests during
2007 and 2006, see note 4.
Summarized financial information of Telenet during 2006, the
period in which we used the equity method to account for
Telenet, is as follows:
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
|
in millions
|
|
|
Results of Operations
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
1,020.8
|
|
Operating, selling, general and administrative expenses
|
|
|
(568.4
|
)
|
Depreciation and amortization
|
|
|
(272.8
|
)
|
|
|
|
|
|
Operating income
|
|
|
179.6
|
|
Interest expense, net
|
|
|
(111.7
|
)
|
Other, net
|
|
|
(53.9
|
)
|
|
|
|
|
|
Net earnings
|
|
$
|
14.0
|
|
|
|
|
|
|
II-100
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Other
Mediatti As further described in note 4,
J:COM purchased 100% of the outstanding shares of Mediatti on
December 25, 2008. Prior to this transaction, LGI accounted
for its interest in Mediatti using the equity method. Summarized
financial information of Mediatti for the indicated periods is
as follows:
|
|
|
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
|
in millions
|
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
35.8
|
|
Investments
|
|
|
7.3
|
|
Property and equipment, net
|
|
|
208.4
|
|
Intangibles and other assets, net
|
|
|
73.8
|
|
|
|
|
|
|
Total assets
|
|
$
|
325.3
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
53.2
|
|
Debt
|
|
|
138.7
|
|
Other liabilities
|
|
|
43.0
|
|
Minority interests
|
|
|
1.9
|
|
Shareholders equity
|
|
|
88.5
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
325.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
172.8
|
|
|
$
|
124.2
|
|
|
$
|
87.5
|
|
Operating, selling, general and administrative expenses
|
|
|
(117.4
|
)
|
|
|
(86.7
|
)
|
|
|
(67.0
|
)
|
Depreciation and amortization
|
|
|
(47.5
|
)
|
|
|
(36.2
|
)
|
|
|
(27.9
|
)
|
Impairment
|
|
|
(4.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
3.3
|
|
|
|
1.3
|
|
|
|
(7.4
|
)
|
Other, net
|
|
|
(6.0
|
)
|
|
|
(3.5
|
)
|
|
|
(4.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2.7
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(11.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-101
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Melita As further described in note 5,
we disposed of our interest in Melita in July 2007. Summarized
financial information of Melita for the periods in which we used
the equity method to account for Melita is as follows:
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
22.3
|
|
|
$
|
39.8
|
|
Operating, selling, general and administrative expenses
|
|
|
(12.4
|
)
|
|
|
(20.2
|
)
|
Depreciation and amortization
|
|
|
(3.3
|
)
|
|
|
(5.6
|
)
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
6.6
|
|
|
|
14.0
|
|
Other, net
|
|
|
(3.1
|
)
|
|
|
(6.2
|
)
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
3.5
|
|
|
$
|
7.8
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Holding Gains on Available-for-Sale Securities
At December 31, 2008, none of our investments were
classified as available-for-sale securities. At
December 31, 2007, unrealized holding gains related to
investments in available-for-sale securities of
$55.9 million were included in accumulated other
comprehensive earnings, net of tax, in our consolidated balance
sheet.
II-102
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
(7)
|
Derivative
Instruments
|
Through our subsidiaries, we have entered into various
derivative instruments to manage interest rate and foreign
currency exposure with respect to the U.S. dollar ($), the
euro (), the Czech koruna (CZK), the Slovakian koruna
(SKK), the Hungarian forint (HUF), the Polish zloty (PLN), the
Romanian lei (RON), the Swiss franc (CHF), the Chilean peso
(CLP), the Japanese yen (¥) and the Australian dollar
(AUD). With the exception of J:COMs interest rate swaps,
which are accounted for as cash flow hedges, we do not apply
hedge accounting to our derivative instruments. Accordingly,
changes in the fair values of all other derivative instruments
are recorded in realized and unrealized gains (losses) on
derivative instruments, net, in our consolidated statements of
operations. The following table provides details of the fair
values of our derivative instrument assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Current
|
|
|
Long-term (a)
|
|
|
Total
|
|
|
Current
|
|
|
Long-term (a)
|
|
|
Total
|
|
|
|
in millions
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency and interest rate derivative contracts (b)
|
|
$
|
182.6
|
|
|
$
|
297.9
|
|
|
$
|
480.5
|
|
|
$
|
227.9
|
|
|
$
|
204.8
|
|
|
$
|
432.7
|
|
Equity-related derivatives (c)
|
|
|
|
|
|
|
631.7
|
|
|
|
631.7
|
|
|
|
|
|
|
|
213.9
|
|
|
|
213.9
|
|
Foreign currency forward contracts
|
|
|
10.8
|
|
|
|
|
|
|
|
10.8
|
|
|
|
0.6
|
|
|
|
|
|
|
|
0.6
|
|
Other
|
|
|
0.2
|
|
|
|
0.9
|
|
|
|
1.1
|
|
|
|
2.0
|
|
|
|
3.0
|
|
|
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (d)
|
|
$
|
193.6
|
|
|
$
|
930.5
|
|
|
$
|
1,124.1
|
|
|
$
|
230.5
|
|
|
$
|
421.7
|
|
|
$
|
652.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency and interest rate derivative contracts (b)(e)
|
|
$
|
418.8
|
|
|
$
|
904.3
|
|
|
$
|
1,323.1
|
|
|
$
|
106.9
|
|
|
$
|
606.1
|
|
|
$
|
713.0
|
|
Equity-related derivatives (c)
|
|
|
17.2
|
|
|
|
|
|
|
|
17.2
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.1
|
|
Foreign currency forward contracts
|
|
|
3.6
|
|
|
|
1.5
|
|
|
|
5.1
|
|
|
|
6.2
|
|
|
|
0.3
|
|
|
|
6.5
|
|
Other
|
|
|
2.1
|
|
|
|
1.2
|
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (d)
|
|
$
|
441.7
|
|
|
$
|
907.0
|
|
|
$
|
1,348.7
|
|
|
$
|
116.2
|
|
|
$
|
606.4
|
|
|
$
|
722.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Our long-term derivative assets and liabilities are included in
other assets and other long-term liabilities, respectively, in
our consolidated balance sheets. |
|
(b) |
|
In 2008, we began considering credit risk in our fair value
assessments in accordance with the provisions of SFAS 157.
As of December 31, 2008, the fair values of our
cross-currency and interest rate derivative contracts that
represented assets have been reduced by credit risk valuation
adjustments aggregating $21.9 million and the fair values
of our cross-currency and interest rate derivative contracts
that represented liabilities have been reduced by credit risk
valuation adjustments aggregating $127.9 million. The
adjustments to our derivative assets relate to the credit risk
associated with counterparty nonperformance and the adjustments
to our derivative liabilities relate to credit risk associated
with our own nonperformance. In all cases, the adjustments take
into account offsetting liability or asset positions within a
given contract. Our determination of credit risk valuation
adjustments generally is based on our and our
counterparties credit risks, as observed in the credit
default swap market and market quotations for certain of our
subsidiaries debt instruments, as applicable. Based on our
evaluation of market conditions and recent transactions, we may
determine that interest rate spreads obtained from market
quotations for our subsidiaries debt instruments require
adjustment in order to estimate credit spreads. These
adjustments are intended to remove the impacts of estimated
liquidity spreads and other factors, such as distressed sales,
that cause market quotations to not be reflective of fair
values. The change in the credit risk valuation adjustments
associated with our derivative instruments resulted in a net
gain |
II-103
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
|
|
of $106.0 million during 2008, and this gain is included in
realized and unrealized gains (losses) on derivative
instruments, net, in our consolidated statement of operations.
For further information concerning our fair value measurements,
see note 8. |
|
(c) |
|
The fair values of our equity-related derivatives primarily
relate to the share collar (the Sumitomo Collar) with respect to
the Sumitomo shares held by our company. The fair value amount
as of December 31, 2008 does not include a credit risk
valuation adjustment as any losses incurred by our company in
the event of nonperformance by the counterparty would be fully
offset against amounts we owe to the counterparty pursuant to
the secured borrowing arrangements of the Sumitomo Collar. |
|
(d) |
|
Excludes the prepaid forward sale contract on our News Corp.
Class A common stock (the News Corp. Forward), which is
included in current portion of debt and capital lease
obligations in our December 31, 2008 consolidated balance
sheet. For reasons similar to those expressed in note
(b) above, the fair value of the equity derivative embedded
in this prepaid forward contract does not include a credit risk
valuation adjustment. |
|
(e) |
|
As discussed above, J:COM accounts for its interest rate swaps
as cash flow hedges. At December 31, 2008, (i) the
aggregate fair value of these swaps was an $18.0 million
liability, of which $3.0 million was classified as current,
and (ii) our accumulated other comprehensive earnings
included net losses of $3.4 million related to J:COMs
interest rate swaps. During 2008, our share of the net losses
reclassified from J:COMs accumulated other comprehensive
earnings to interest expense with respect to these cash flow
hedges was $1.1 million. |
The details of our realized and unrealized gains (losses) on
derivative instruments, net, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Equity-related derivatives (a)
|
|
$
|
442.7
|
|
|
$
|
239.8
|
|
|
$
|
21.7
|
|
Cross-currency and interest rate derivative contracts
|
|
|
(392.3
|
)
|
|
|
(150.7
|
)
|
|
|
(312.0
|
)
|
Foreign currency forward contracts
|
|
|
34.3
|
|
|
|
(19.3
|
)
|
|
|
21.3
|
|
Other
|
|
|
(5.8
|
)
|
|
|
2.6
|
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
78.9
|
|
|
$
|
72.4
|
|
|
$
|
(264.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes (i) gains during 2008 and 2007 related to our
share collar (the Sumitomo Collar) with respect to the Sumitomo
shares held by our company since July 2007, (ii) gains
during all years presented related to the prepaid forward sale
contract on our News Corp. Class A common stock and
(iii) activity during 2007 and 2006 related to the call
options we held with respect to Telenet ordinary shares. |
The net cash received (paid) related to our derivative
instruments is classified as an operating, investing or
financing activity in our consolidated statements of cash flows
based on the classification of the applicable underlying cash
flows. The classifications of these cash flows are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Operating activities
|
|
$
|
182.8
|
|
|
$
|
(125.1
|
)
|
|
$
|
33.3
|
|
Investing activities
|
|
|
(1.6
|
)
|
|
|
(0.2
|
)
|
|
|
(5.3
|
)
|
Financing activities
|
|
|
(2.7
|
)
|
|
|
10.8
|
|
|
|
26.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
178.5
|
|
|
$
|
(114.5
|
)
|
|
$
|
54.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-104
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Counterparty
Credit Risk
We are exposed to the risk that the counterparties to our
derivative contracts will default on their obligations to us. We
manage these credit risks through the evaluation and monitoring
of the creditworthiness of, and concentration of risk with, the
respective counterparties. In this regard, credit risk
associated with our derivative contracts is spread across a
broad counterparty base of banks and financial institutions. We
generally do not require counterparties to our derivative
instruments to provide collateral or other security or to enter
into master netting arrangements.
At December 31, 2008, our exposure to credit risk included
derivative assets with a fair value of $1,124.1 million
(including $616.7 million due from counterparties for which
we had offsetting liability positions at December 31, 2008).
Under our derivative contracts, the exercise of termination and
set-off provisions is generally at the option of the
non-defaulting party only. However, in an insolvency of a
derivative counterparty, a liquidator may be able to force the
termination of a derivative contract. In addition, mandatory
set-off of amounts due under the derivative contract and
potentially other contracts between our company and the relevant
counterparty may be applied under the insolvency regime of the
relevant jurisdiction. Accordingly, it is possible that we could
be required to make payments to an insolvent counterparty even
if that counterparty had previously defaulted on its obligations
under a derivative contract with our company. While we
anticipate that, in the event of the insolvency of one of our
derivative counterparties, we would seek to novate our
derivative contracts to different counterparties, no assurance
can be given that we would be able to do this on terms or
pricing that would be acceptable to us. If we are unable to, or
choose not to, novate to a different party, the risks that were
the subject of the original derivative contract would no longer
be hedged.
Equity-Related
Derivatives
Sumitomo Collar and Secured Borrowing. During
the second quarter of 2007, our wholly-owned indirect
subsidiary, Liberty Programming Japan LLC (Liberty Programming
Japan), executed a zero cost share collar transaction (the
Sumitomo Collar) with respect to the underlying ordinary shares
of Sumitomo stock received by Liberty Programming Japan from
Sumitomo in exchange for Liberty Programming Japans
interest in SC Media. See note 5. The Sumitomo Collar is
comprised of purchased put options exercisable by Liberty
Programming Japan and written call options exercisable by the
counterparty. The Sumitomo Collar effectively hedges the value
of our investment in Sumitomo shares from losses due to market
price decreases below a per share value of ¥2,118.50
($23.33) while retaining gains from market price increases up to
a per share value of ¥2,787.50 ($30.70). The Sumitomo
Collar provides for a projected gross cash ordinary dividend to
be paid per Sumitomo share during the term of the Sumitomo
Collar. If the actual dividend paid does not exactly match the
projected dividend, then an adjustment amount shall be payable
between the parties to the Sumitomo Collar depending on the
dividend actually paid by Sumitomo. The Sumitomo Collar may, at
the option of Liberty Programming Japan, be settled in Sumitomo
shares or in cash. The Sumitomo Collar also includes a purchased
fair value put option, which effectively provides Liberty
Programming Japan with the ability to sell the Sumitomo shares
when the market price is trading between the put and call strike
prices. The Sumitomo Collar matures in five equal semi-annual
installments beginning on May 22, 2016.
We account for the Sumitomo Collar at fair value with changes in
fair value reported in realized and unrealized gains (losses) on
derivative instruments, net, in our consolidated statements of
operations. The fair value of the Sumitomo Collar as of
December 31, 2008 was an asset of $631.7 million.
The Sumitomo Collar and related agreements also provide Liberty
Programming Japan with the ability to borrow funds on a secured
basis. Borrowings under these agreements, which are secured by a
pledge of 100% of the Sumitomo shares owned by Liberty
Programming Japan, bear interest at 1.883%, mature in five equal
semi-annual
II-105
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
installments beginning on May 22, 2016, and are included in
long-term debt and capital lease obligations in our consolidated
balance sheets. On June 28, 2007, Liberty Programming Japan
borrowed ¥93.660 billion ($757.6 million at the
transaction date) under these agreements (the Sumitomo Collar
Loan). The pledge arrangement entered into by Liberty
Programming Japan provides that Liberty Programming Japan will
be able to exercise all voting and consensual rights and,
subject to the terms of the Sumitomo Collar, receive dividends
on the Sumitomo shares.
News Corp. Forward. On August 2, 2005, we
entered into the News Corp. Forward, a prepaid forward sale
transaction with respect to our investment in
5,500,000 shares of News Corp. Class A common stock.
In consideration for entering into the News Corp. Forward, we
received cash consideration of $75.0 million. The News
Corp. Forward includes a debt host instrument and an embedded
derivative. The embedded derivative has the combined economics
of a put exercisable by LGI and a call exercisable by the
counterparty. As the net fair value of the embedded derivative
at the inception date was zero, the full $75.0 million
received at the inception date is associated with the debt host
contract and such amount represents the present value of the
amount to be paid upon the maturity of the News Corp. Forward.
The News Corp. Forward is scheduled to mature on July 7,
2009, at which time we are required to deliver a variable number
of shares of News Corp. Class A common stock to the
counterparty not to exceed 5,500,000 shares (or the cash
value thereof). If the per share price of News Corp.
Class A common stock at the maturity of the News Corp.
Forward is less than or equal to $16.24, then we are required to
deliver 5,500,000 shares to the counterparty or the cash
value thereof. If the per share price at the maturity is greater
than $16.24, we are required to deliver less than
5,500,000 shares to the counterparty or the cash value of
such lesser amount, with the number of such shares to be
delivered or cash to be paid in this case depending on the
extent that the share price exceeds $16.24 on the maturity date.
The delivery mechanics of the News Corp. Forward effectively
permit us to participate in the price appreciation of the
underlying shares up to an agreed upon price. We have pledged
5,500,000 shares of News Corp. Class A common stock to
secure our obligations under the News Corp. Forward. We account
for the embedded derivative separately at fair value with
changes in fair value reported in realized and unrealized gains
(losses) on derivative instruments, net, in our consolidated
statements of operations. The fair value of the embedded
derivative and the accreted value of the debt host instrument
are presented together in the current (at December 31,
2008) and long-term (at December 31, 2007) portions of our
debt and capital lease obligations in our consolidated balance
sheets, as set forth below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Debt host contract
|
|
$
|
87.3
|
|
|
$
|
83.5
|
|
Embedded equity derivative
|
|
|
(40.3
|
)
|
|
|
11.3
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
47.0
|
|
|
$
|
94.8
|
|
|
|
|
|
|
|
|
|
|
Cristalerías Put Right. In connection
with the April 2005 combination of VTR and Metrópolis
Intercom SA (Metrópolis), UGC granted a put right to
Cristalerías de Chile SA (Cristalerías) with respect
to the 20% interest in VTR owned by Cristalerías. We
account for the Cristalerías put right at fair value, with
changes in fair value reported in realized and unrealized gains
(losses) on financial and derivative instruments, net, in our
consolidated statements of operations. For additional
information, see note 20.
II-106
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Cross-currency
and Interest Rate Derivative Contracts
Cross-currency Interest Rate Swaps:
The terms of our outstanding cross-currency interest rate swap
contracts at December 31, 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount
|
|
|
Notional amount
|
|
|
Interest rate
|
|
Interest rate
|
|
|
due from
|
|
|
due to
|
|
|
due from
|
|
due to
|
Subsidiary (a)
|
|
counterparty
|
|
|
counterparty
|
|
|
counterparty
|
|
counterparty
|
|
|
in millions
|
|
|
|
|
|
|
UPC Broadband Holding:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 2013
|
|
$
|
200.0
|
|
|
|
150.9
|
|
|
6 mo. LIBOR + 2.0%
|
|
5.73%
|
December 2014
|
|
|
885.0
|
|
|
|
668.0
|
|
|
6 mo. LIBOR + 1.75%
|
|
5.72%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,085.0
|
|
|
|
818.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2009
|
|
|
60.0
|
|
|
CZK
|
1,703.1
|
|
|
5.50%
|
|
5.15%
|
July 2009 July 2010
|
|
|
60.0
|
|
|
|
1,703.1
|
|
|
5.50%
|
|
5.33%
|
July 2010 December 2014
|
|
|
60.0
|
|
|
|
1,703.1
|
|
|
5.50%
|
|
6.05%
|
February 2010
|
|
|
105.8
|
|
|
|
3,018.7
|
|
|
5.50%
|
|
4.88%
|
February 2010 December 2014
|
|
|
105.8
|
|
|
|
3,018.7
|
|
|
5.50%
|
|
5.80%
|
December 2014
|
|
|
200.0
|
|
|
|
5,800.0
|
|
|
5.46%
|
|
5.30%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
591.6
|
|
|
CZK
|
16,946.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2009
|
|
|
260.0
|
|
|
HUF
|
75,570.0
|
|
|
5.50%
|
|
8.75%
|
July 2009 July 2010
|
|
|
260.0
|
|
|
|
75,570.0
|
|
|
5.50%
|
|
7.80%
|
July 2010 December 2014
|
|
|
260.0
|
|
|
|
75,570.0
|
|
|
5.50%
|
|
9.40%
|
December 2014
|
|
|
228.0
|
|
|
|
62,867.5
|
|
|
5.50%
|
|
8.98%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,008.0
|
|
|
HUF
|
289,577.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2009
|
|
|
245.0
|
|
|
PLN
|
1,000.6
|
|
|
5.50%
|
|
7.00%
|
July 2009 July 2010
|
|
|
245.0
|
|
|
|
1,000.6
|
|
|
5.50%
|
|
6.52%
|
July 2010 December 2014
|
|
|
245.0
|
|
|
|
1,000.6
|
|
|
5.50%
|
|
7.60%
|
December 2014
|
|
|
98.4
|
|
|
|
335.0
|
|
|
5.50%
|
|
7.12%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
833.4
|
|
|
PLN
|
3,336.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2010
|
|
|
200.0
|
|
|
RON
|
709.1
|
|
|
5.50%
|
|
10.98%
|
December 2010 December 2014
|
|
|
200.0
|
|
|
|
709.1
|
|
|
5.50%
|
|
10.69%
|
December 2014
|
|
|
89.1
|
|
|
|
320.1
|
|
|
5.50%
|
|
10.27%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
489.1
|
|
|
RON
|
1,738.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2012
|
|
|
229.1
|
|
|
CHF
|
355.8
|
|
|
6 mo. EURIBOR + 2.5%
|
|
6 mo. CHF LIBOR + 2.46%
|
December 2014
|
|
|
898.4
|
|
|
|
1,466.0
|
|
|
6 mo. EURIBOR + 2.0%
|
|
6 mo. CHF LIBOR + 1.94%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,127.5
|
|
|
CHF
|
1,821.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2014
|
|
$
|
340.0
|
|
|
CLP
|
181,322.0
|
|
|
6 mo. LIBOR + 1.75%
|
|
8.76%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2014
|
|
|
134.3
|
|
|
CLP
|
107,800.0
|
|
|
6 mo. EURIBOR + 2.0%
|
|
10.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2014
|
|
$
|
511.5
|
|
|
CHF
|
558.0
|
|
|
6 mo. LIBOR + 2.75%
|
|
6 mo. CHF LIBOR + 2.95%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-107
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount
|
|
|
Notional amount
|
|
|
Interest rate
|
|
Interest rate
|
|
|
due from
|
|
|
due to
|
|
|
due from
|
|
due to
|
Subsidiary (a)
|
|
counterparty
|
|
|
counterparty
|
|
|
counterparty
|
|
counterparty
|
|
|
in millions
|
|
|
|
|
|
|
Chellomedia Programming Financing Holdco BV (Chellomedia PFH),
an indirect subsidiary of Chellomedia:
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2013
|
|
|
32.5
|
|
|
HUF
|
8,632.0
|
|
|
5.50%
|
|
9.55%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VTR:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2014
|
|
$
|
465.5
|
|
|
CLP
|
257,654.3
|
|
|
6 mo. LIBOR + 3.0%
|
|
11.16%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
For each subsidiary, the notional
amount of multiple derivative instruments that mature within the
same calendar month are shown in the aggregate and interest
rates are presented on a weighted average basis. For derivative
instruments that were in effect as of December 31, 2008, we
present a single date that represents the applicable final
maturity date. For derivative instruments that become effective
subsequent to December 31, 2008, we present a range of
dates that represents the period covered by the applicable
derivative instrument.
|
Interest
Rate Swaps:
The terms of our outstanding interest rate swap contracts at
December 31, 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate
|
|
Interest rate
|
|
|
|
|
|
due from
|
|
due to
|
Subsidiary (a)
|
|
Notional amount
|
|
|
counterparty
|
|
counterparty
|
|
|
in millions
|
|
|
|
|
|
|
UPC Broadband Holding:
|
|
|
|
|
|
|
|
|
January 2009
|
|
|
210.0
|
|
|
6 mo. EURIBOR
|
|
3.58%
|
January 2009
|
|
|
1,000.0
|
|
|
1 mo. EURIBOR +2.0%
|
|
6 mo. EURIBOR + 1.89%
|
January 2009
|
|
|
2,640.0
|
|
|
1 mo. EURIBOR + 2.1%
|
|
6 mo. EURIBOR + 2.0%
|
January 2009 January 2010
|
|
|
3,640.0
|
|
|
1 mo. EURIBOR + 2.0%
|
|
6 mo. EURIBOR + 1.81%
|
January 2009 April 2012
|
|
|
555.0
|
|
|
6 mo. EURIBOR
|
|
3.32%
|
January 2009 December 2014
|
|
|
210.0
|
|
|
6 mo. EURIBOR
|
|
4.44%
|
July 2009 (b)
|
|
|
31.6
|
|
|
5.50%
|
|
6.58%
|
July 2009 July 2010 (b)
|
|
|
31.6
|
|
|
5.50%
|
|
5.67%
|
October 2012 (b)
|
|
|
63.1
|
|
|
5.46%
|
|
6.04%
|
January 2010
|
|
|
250.0
|
|
|
1 mo. EURIBOR + 2.0%
|
|
6 mo. EURIBOR + 1.79%
|
April 2010
|
|
|
1,000.0
|
|
|
6 mo. EURIBOR
|
|
3.28%
|
April 2010 December 2014
|
|
|
1,000.0
|
|
|
6 mo. EURIBOR
|
|
4.66%
|
January 2011
|
|
|
193.5
|
|
|
6 mo. EURIBOR
|
|
3.83%
|
January 2011 December 2014
|
|
|
193.5
|
|
|
6 mo. EURIBOR
|
|
4.68%
|
September 2012
|
|
|
500.0
|
|
|
3 mo. EURIBOR
|
|
2.96%
|
December 2013
|
|
|
90.5
|
|
|
6 mo. EURIBOR
|
|
3.84%
|
January 2014
|
|
|
185.0
|
|
|
6 mo. EURIBOR
|
|
4.04%
|
December 2014
|
|
|
449.5
|
|
|
6 mo. EURIBOR
|
|
4.78%
|
|
|
|
|
|
|
|
|
|
|
|
|
12,243.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-108
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate
|
|
Interest rate
|
|
|
|
|
|
due from
|
|
due to
|
Subsidiary (a)
|
|
Notional amount
|
|
|
counterparty
|
|
counterparty
|
|
|
in millions
|
|
|
|
|
|
|
December 2010
|
|
CHF
|
618.5
|
|
|
6 mo. CHF LIBOR
|
|
2.19%
|
January 2011 December 2014
|
|
|
618.5
|
|
|
6 mo. CHF LIBOR
|
|
3.56%
|
September 2012
|
|
|
711.5
|
|
|
6 mo. CHF LIBOR
|
|
2.33%
|
October 2012 December 2014
|
|
|
711.5
|
|
|
6 mo. CHF LIBOR
|
|
3.65%
|
December 2014
|
|
|
1,050.0
|
|
|
6 mo. CHF LIBOR
|
|
3.47%
|
|
|
|
|
|
|
|
|
|
|
|
CHF
|
3,710.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2013
|
|
CLP
|
110,700.0
|
|
|
6.77%
|
|
6 mo. TAB
|
|
|
|
|
|
|
|
|
|
January 2009
|
|
$
|
1,900.0
|
|
|
1 mo. LIBOR + 1.75%
|
|
6 mo. LIBOR + 1.63%
|
January 2009 January 2010
|
|
|
1,900.0
|
|
|
1 mo LIBOR + 1.75%
|
|
6 mo. LIBOR + 1.54%
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,800.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2009 July 2013
|
|
HUF
|
5,908.8
|
|
|
6 mo. BURBOR
|
|
8.52%
|
|
|
|
|
|
|
|
|
|
January 2009 July 2013
|
|
PLN
|
115.1
|
|
|
6 mo. WIBOR
|
|
5.41%
|
|
|
|
|
|
|
|
|
|
Chellomedia PFH:
|
|
|
|
|
|
|
|
|
January 2010
|
|
$
|
88.2
|
|
|
1 mo. LIBOR + 3.0%
|
|
6 mo. LIBOR + 2.90%
|
|
|
|
|
|
|
|
|
|
December 2013
|
|
$
|
88.2
|
|
|
6 mo. LIBOR
|
|
4.98%
|
|
|
|
|
|
|
|
|
|
January 2010
|
|
|
152.7
|
|
|
1 mo. EURIBOR + 3.0%
|
|
6 mo. EURIBOR + 2.82%
|
|
|
|
|
|
|
|
|
|
December 2013
|
|
|
152.7
|
|
|
6 mo. EURIBOR
|
|
4.13%
|
|
|
|
|
|
|
|
|
|
Austar Entertainment Pty Ltd. (Austar Entertainment), a
subsidiary of Austar:
|
|
|
|
|
|
|
|
|
August 2011
|
|
AUD
|
250.0
|
|
|
3 mo. AUD BBSY
|
|
6.21%
|
August 2013
|
|
|
430.0
|
|
|
3 mo. AUD BBSY
|
|
6.78%
|
August 2011 August 2013
|
|
|
25.0
|
|
|
3 mo. AUD BBSY
|
|
6.97%
|
|
|
|
|
|
|
|
|
|
|
|
AUD
|
705.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberty Cablevision of Puerto Rico Ltd. (Liberty Puerto Rico):
|
|
|
|
|
|
|
|
|
June 2014
|
|
$
|
167.6
|
|
|
3 mo. LIBOR
|
|
5.14%
|
|
|
|
|
|
|
|
|
|
VTR:
|
|
|
|
|
|
|
|
|
July 2013
|
|
CLP
|
110,700.0
|
|
|
6 mo. TAB
|
|
7.78%
|
|
|
|
|
|
|
|
|
|
Telenet NV, an indirect wholly-owned subsidiary of Telenet:
|
|
|
|
|
|
|
|
|
September 2010
|
|
|
50.0
|
|
|
3 mo. EURIBOR
|
|
4.70%
|
January 2010 December 2011
|
|
|
50.0
|
|
|
3 mo. EURIBOR
|
|
5.29%
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-109
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate
|
|
Interest rate
|
|
|
|
|
|
due from
|
|
due to
|
Subsidiary (a)
|
|
Notional amount
|
|
|
counterparty
|
|
counterparty
|
|
|
in millions
|
|
|
|
|
|
|
Telenet Bidco NV (Telenet Bidco), an indirect wholly-owned
subsidiary of Telenet:
|
|
|
|
|
|
|
|
|
September 2009
|
|
|
22.7
|
|
|
3 mo. EURIBOR
|
|
4.52%
|
September 2012
|
|
|
300.0
|
|
|
3 mo. EURIBOR
|
|
4.35%
|
|
|
|
|
|
|
|
|
|
|
|
|
322.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LGJ Holdings LLC (LGJ Holdings):
|
|
|
|
|
|
|
|
|
January 2010
|
|
¥
|
75,000.0
|
|
|
1 mo. TIBOR +3.25%
|
|
6 mo. TIBOR + 3.18%
|
November 2012
|
|
|
75,000.0
|
|
|
6 mo. TIBOR
|
|
1.34%
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
150,000.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J:COM:
|
|
|
|
|
|
|
|
|
September 2011
|
|
¥
|
2,000.0
|
|
|
6 mo. TIBOR
|
|
1.37%
|
October 2011
|
|
|
10,000.0
|
|
|
6 mo. ¥ LIBOR
|
|
1.35%
|
April 2013
|
|
|
20,000.0
|
|
|
6 mo. ¥ LIBOR
|
|
1.75%
|
October 2013
|
|
|
19,500.0
|
|
|
6 mo. ¥ LIBOR
|
|
1.63%
|
April 2014
|
|
|
10,000.0
|
|
|
3 mo. TIBOR
|
|
1.15%
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
61,500.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
For each subsidiary, the notional
amount of multiple derivative instruments that mature within the
same calendar month are shown in the aggregate and interest
rates are presented on a weighted average basis. For derivative
instruments that were in effect as of December 31, 2008, we
present a single date that represents the applicable final
maturity date. For derivative instruments that become effective
subsequent to December 31, 2008, we present a range of
dates that represents the period covered by the applicable
derivative instrument.
|
|
(b)
|
|
These contracts originated as
cross-currency interest rate swaps involving the euro and the
SKK. In anticipation of Slovakias January 1, 2009
conversion to the euro, the SKK notional amounts were converted
into euros at the initial exchange rate of 30.126 SKK per euro.
|
Telenet
Interest Rate Caps
Each contract establishes the maximum EURIBOR rate payable on
the indicated notional amount, as detailed below:
|
|
|
|
|
|
|
|
|
Telenet subsidiary / Final maturity date
|
|
Notional amount
|
|
|
Maximum rate
|
|
|
|
in millions
|
|
|
|
|
Telenet NV:
|
|
|
|
|
|
|
|
|
September 2009
|
|
|
16.3
|
|
|
|
4.00
|
%
|
December 2017
|
|
|
4.7
|
|
|
|
6.50
|
%
|
December 2017
|
|
|
4.7
|
|
|
|
5.50
|
%
|
Telenet Bidco:
|
|
|
|
|
|
|
|
|
September 2013
|
|
|
250.0
|
|
|
|
4.75
|
%
|
September 2014
|
|
|
600.0
|
|
|
|
4.65
|
%
|
September 2015
|
|
|
650.0
|
|
|
|
4.75
|
%
|
II-110
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Telenet
Interest Rate Collars
Each contract establishes the minimum and maximum EURIBOR rate
payable on the indicated notional amount, as detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Telenet subsidiary / Final maturity date
|
|
Notional amount
|
|
|
Minimum rate
|
|
|
Maximum rate
|
|
|
|
in millions
|
|
|
|
|
|
|
|
Telenet NV:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2011
|
|
|
50.0
|
|
|
|
2.50
|
%
|
|
|
4.50
|
%
|
December 2011
|
|
|
25.0
|
|
|
|
2.50
|
%
|
|
|
5.50
|
%
|
Foreign
Currency Forward Contracts
Several of our subsidiaries have outstanding foreign currency
forward contracts. Changes in the fair value of these contracts
are recorded in realized and unrealized gains (losses) on
derivative instruments, net, in our consolidated statements of
operations. The following table summarizes our outstanding
foreign currency forward contracts at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
|
|
|
Currency
|
|
|
|
|
|
purchased
|
|
|
sold
|
|
|
|
LGI subsidiary
|
|
forward
|
|
|
forward
|
|
|
Maturity dates
|
|
|
in millions
|
|
|
|
|
UPC Broadband Holding
|
|
PLN
|
69.0
|
|
|
|
16.6
|
|
|
January 2009
|
UPC Broadband Holding
|
|
HUF
|
6,400.0
|
|
|
|
24.0
|
|
|
January 2009
|
J:COM
|
|
$
|
23.7
|
|
|
¥
|
2,491.2
|
|
|
January 2009 December 2010
|
VTR
|
|
$
|
52.9
|
|
|
CLP
|
31,199.1
|
|
|
January 2009 November 2009
|
Telenet NV
|
|
$
|
3.8
|
|
|
|
3.0
|
|
|
January 2009 March 2009
|
Austar Entertainment
|
|
$
|
26.5
|
|
|
AUD
|
32.2
|
|
|
January 2009 December 2009
|
Liberty Global Europe Financing BV
|
|
$
|
16.2
|
|
|
CLP
|
10,877.0
|
|
|
January 2009
|
Liberty Global Europe Financing BV
|
|
$
|
85.9
|
|
|
¥
|
7,750.0
|
|
|
January 2009
|
Liberty Global Europe Financing BV
|
|
¥
|
10,900.0
|
|
|
|
85.4
|
|
|
January 2009
|
|
|
(8)
|
Fair
Value Measurements
|
We use the fair value method to account for (i) certain of
our investments, (ii) our derivative instruments and
(iii) the UGC Convertible Notes. The reported fair values
of these assets and liabilities as of December 31, 2008
likely will not represent the value that will be realized upon
the ultimate settlement or disposition of these assets and
liabilities. In the case of the investments that we account for
using the fair value method, the values we realize upon
disposition will be dependent upon, among other factors, market
conditions and the historical and forecasted financial
performance of the investees at the time of any such
disposition. With respect to our equity-related derivatives, we
expect settlement to occur through the surrender of the
underlying shares. With respect to our cross-currency interest
rate swaps and our interest rate swaps, we expect that the
values realized will be based on market conditions at the time
of settlement, which may occur at the maturity of the derivative
instrument or at the time of the repayment or refinancing of the
underlying debt instrument. We also expect that the UGC
Convertible Notes will either be redeemed or converted into LGI
Series A and Series C common stock in accordance with
the terms of the UGC Convertible Notes.
SFAS 157 provides for a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure
fair value into three broad levels. Level 1 inputs are
quoted market prices in active markets for identical assets or
II-111
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
liabilities that the reporting entity has the ability to access
at the measurement date. Level 2 inputs are inputs other
than quoted market prices included within Level 1 that are
observable for the asset or liability, either directly or
indirectly. Level 3 inputs are unobservable inputs for the
asset or liability.
All of our Level 2 inputs (interest rates, yield curves,
dividend yields and certain of the inputs for our weighted
average cost of capital calculations) and certain of our
Level 3 inputs (forecasted volatilities and credit spreads)
are obtained from pricing services. These inputs, or
interpolations or extrapolations thereof, are used in our
internal models to calculate, among other items, yield curves,
forward interest and currency rates and weighted average cost of
capital rates. In the normal course of business, we receive fair
value assessments from the counterparties to our derivative
contracts. Although we compare these assessments to our internal
valuations and investigate unexpected differences, we do not
otherwise rely on counterparty quotes to determine the fair
values of our derivative instruments. As allowed by
SFAS 157, the midpoints of applicable bid and ask ranges
generally are used as inputs for our internal valuations.
For our investments in Sumitomo common stock and News Corp.
Class A common stock, the fair value measurement is based
on the quoted closing price of the respective shares at each
reporting date. Accordingly, the valuation of these investments
falls under Level 1 of the SFAS 157 fair value
hierarchy. Our other investments that we account for at fair
value are privately-held companies, and therefore, quoted market
prices are unavailable. The valuation technique we use for such
investments is a combination of an income approach (discounted
cash flow model based on forecasts) and a market approach
(market multiples of similar businesses). With the exception of
certain inputs for our weighted average cost of capital
calculations that are derived from pricing services, the inputs
used to value these investments are based on unobservable inputs
derived from our assumptions. Therefore, the valuation of our
privately-held investments falls under Level 3 of the
SFAS 157 fair value hierarchy.
The fair value measurements of our equity-related derivative
instruments are based on the Black-Scholes option pricing model,
which requires the input of observable and unobservable
variables such as exchange traded equity prices, risk-free
interest rates, dividend yields and forecasted volatilities of
the underlying equity securities. The valuations of our
equity-related derivative instruments are based on a combination
of Level 1 inputs (exchange traded equity prices),
Level 2 inputs (interest rates and dividend yields) and
Level 3 inputs (forecasted volatilities). As changes in
volatilities could have a significant impact on the overall
valuations of our equity-related derivative instruments, we
believe that these valuations fall under Level 3 of the
SFAS 157 fair value hierarchy.
As further described in note 7, we have entered into
cross-currency interest rate swaps, interest rate swaps, and
foreign currency forward contracts. The fair value measurements
of these derivative instruments are determined using cash flow
models. All but one of the inputs to these cash flow models
consist of, or are derived from, observable Level 2 data
for substantially the full term of these derivative instruments.
This observable data includes interest rates, swap rates and
yield curves, which are retrieved or derived from available
market data. Although we may extrapolate or interpolate this
data, we do not otherwise alter this data in performing our
valuations. SFAS 157 requires the incorporation of a credit
risk valuation adjustment in our fair value measurements to
estimate the impact of both our own nonperformance risk and the
nonperformance risk of our counterparties. Our and our
counterparties credit spreads are Level 3 inputs that
are used to derive the credit risk valuation adjustments with
respect to our various interest rate and foreign currency
derivative valuations. As we would not expect changes in our or
our counterparties credit spreads to have a significant
impact on the overall valuations of our cross-currency interest
rate swaps, interest rate swaps and our foreign currency forward
contracts, we believe that the valuations of these derivative
instruments fall under Level 2 of the SFAS 157
hierarchy. Our credit risk valuation adjustments with respect to
our cross-currency interest rate swaps and interest rate swaps
are quantified and further explained in note 7.
The UGC Convertible Notes are traded, but not in a market that
could be considered active under the provisions of
SFAS 157. Fair value is determined using a cash flow
valuation model, consisting of inputs such as quoted market
prices for LGI Series A and Series C common stock,
risk-free interest rates, yield curves, credit
II-112
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
spreads and forecasted stock volatility. The stock volatility
input is based on the historical volatilities of the LGI
Series A and Series C common stock and volatilities of
other similar companies. The valuation of the UGC Convertible
Notes is based on Level 1 inputs (quoted market prices for
LGI Series A and Series C common stock), Level 2
inputs (interest rates and yield curves) and Level 3 inputs
(forecasted volatilities and credit spreads). As changes in
volatilities and credit spreads could have a significant impact
on the overall valuation of the UGC Convertible Notes, we
believe that this valuation falls under Level 3 of the
SFAS 157 fair value hierarchy. Our credit risk valuation
adjustment with respect to the UGC Convertible Notes is
quantified and explained in note 10.
A summary of the assets and liabilities measured at fair value
that are included in our consolidated balance sheet as of
December 31, 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements at December 31, 2008 using:
|
|
|
|
|
|
|
Quoted prices
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
in active
|
|
|
other
|
|
|
Significant
|
|
|
|
|
|
|
markets for
|
|
|
observable
|
|
|
unobservable
|
|
|
|
December 31,
|
|
|
identical assets
|
|
|
inputs
|
|
|
inputs
|
|
Description
|
|
2008
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
in millions
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments (a)
|
|
$
|
1,164.4
|
|
|
$
|
|
|
|
$
|
492.5
|
|
|
$
|
671.9
|
|
Investments
|
|
|
815.1
|
|
|
|
442.2
|
|
|
|
|
|
|
|
372.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,979.5
|
|
|
$
|
442.2
|
|
|
$
|
492.5
|
|
|
$
|
1,044.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UGC Convertible Notes
|
|
$
|
574.5
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
574.5
|
|
Derivative instruments
|
|
|
1,348.7
|
|
|
|
|
|
|
|
1,331.6
|
|
|
|
17.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
1,923.2
|
|
|
$
|
|
|
|
$
|
1,331.6
|
|
|
$
|
591.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes the embedded derivative component of the News Corp.
Forward, which is included within current portion of debt and
capital lease obligations in our December 31, 2008
consolidated balance sheet. |
A reconciliation of the beginning and ending balances of our
assets and liabilities measured at fair value using significant
unobservable, or Level 3, inputs is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UGC
|
|
|
|
|
|
|
|
|
|
Equity-related
|
|
|
Convertible
|
|
|
|
|
|
|
Investments
|
|
|
derivatives
|
|
|
Notes
|
|
|
Total
|
|
|
|
in millions
|
|
|
Balance of asset (liability) at January 1, 2008
|
|
$
|
378.0
|
|
|
$
|
199.6
|
|
|
$
|
(902.3
|
)
|
|
$
|
(324.7
|
)
|
Gains (losses) included in net loss (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized and unrealized gains on derivative instruments, net
|
|
|
|
|
|
|
442.7
|
|
|
|
|
|
|
|
442.7
|
|
Unrealized gains (losses) due to changes in fair values of
certain investments and debt, net
|
|
|
(16.2
|
)
|
|
|
|
|
|
|
327.8
|
|
|
|
311.6
|
|
Purchases, settlements and other
|
|
|
27.5
|
|
|
|
12.7
|
|
|
|
|
|
|
|
40.2
|
|
Foreign currency translation adjustments
|
|
|
(16.4
|
)
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
(16.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of asset (liability) at December 31, 2008
|
|
$
|
372.9
|
|
|
$
|
654.8
|
|
|
$
|
(574.5
|
)
|
|
$
|
453.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
All of the gains (losses) recognized during 2008 relate to
assets and liabilities that we continue to carry on our
consolidated balance sheet as of December 31, 2008. |
II-113
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Our cash equivalents include amounts that are invested in money
market funds. We record these funds at the net asset value
reported by the investment manager as there are no restrictions
on our ability, contractual or otherwise, to redeem our
investments at the stated net asset value reported by the
investment manager.
Property
and Equipment, Net
The details of property and equipment and the related
accumulated depreciation are set forth below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Cable distribution systems
|
|
$
|
17,349.7
|
|
|
$
|
13,839.4
|
|
Support equipment, buildings and land
|
|
|
2,288.1
|
|
|
|
1,926.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,637.8
|
|
|
|
15,765.8
|
|
Accumulated depreciation
|
|
|
(7,602.4
|
)
|
|
|
(5,157.3
|
)
|
|
|
|
|
|
|
|
|
|
Total property and equipment, net
|
|
$
|
12,035.4
|
|
|
$
|
10,608.5
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense related to our property and equipment was
$2,432.6 million, $2,136.3 million and
$1,635.8 million during 2008, 2007 and 2006, respectively.
At December 31, 2008 and 2007, the amount of property and
equipment, net, recorded under capital leases was
$1,153.6 million and $693.2 million, respectively.
Depreciation of assets under capital leases is included in
depreciation and amortization in our consolidated statements of
operations.
During 2008, 2007 and 2006, we recorded $600.4 million,
$185.2 million and $150.4 million of non-cash
increases to our property and equipment, respectively, as a
result of assets acquired under capital lease arrangements.
These increases include (i) $233.0 million,
$161.0 million and $149.4 million, respectively,
related to lease arrangements acquired or entered into by J:COM,
and (ii) $394.4 million, $22.7 million and nil,
respectively, related to lease arrangements acquired or entered
into by Telenet. The 2008 amount for Telenet is primarily
related to the 2008 PICs Agreement. See note 4.
II-114
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Goodwill
Changes in the carrying amount of goodwill during 2008 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Release of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pre-acquisition
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
valuation
|
|
|
currency
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
|
|
|
|
allowance and
|
|
|
translation
|
|
|
|
|
|
|
January 1,
|
|
|
related
|
|
|
|
|
|
other income tax
|
|
|
adjustments
|
|
|
December 31,
|
|
|
|
2008
|
|
|
adjustments
|
|
|
Impairments
|
|
|
related adjustments
|
|
|
and other
|
|
|
2008
|
|
|
|
in millions
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
1,367.0
|
|
|
$
|
1.5
|
|
|
$
|
|
|
|
$
|
(41.6
|
)
|
|
$
|
(47.4
|
)
|
|
$
|
1,279.5
|
|
Switzerland
|
|
|
2,519.8
|
|
|
|
|
|
|
|
|
|
|
|
(19.3
|
)
|
|
|
158.1
|
|
|
|
2,658.6
|
|
Austria
|
|
|
872.4
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
(31.8
|
)
|
|
|
841.6
|
|
Ireland
|
|
|
260.6
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
(11.3
|
)
|
|
|
249.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
5,019.8
|
|
|
|
2.5
|
|
|
|
|
|
|
|
(61.2
|
)
|
|
|
67.6
|
|
|
|
5,028.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
421.2
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
(37.6
|
)
|
|
|
384.2
|
|
Other Central and Eastern Europe
|
|
|
1,109.2
|
|
|
|
35.8
|
|
|
|
(144.8
|
)
|
|
|
|
|
|
|
(110.5
|
)
|
|
|
889.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
1,530.4
|
|
|
|
36.4
|
|
|
|
(144.8
|
)
|
|
|
|
|
|
|
(148.1
|
)
|
|
|
1,273.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
6,550.2
|
|
|
|
38.9
|
|
|
|
(144.8
|
)
|
|
|
(61.2
|
)
|
|
|
(80.5
|
)
|
|
|
6,302.6
|
|
Telenet (Belgium)
|
|
|
2,183.0
|
|
|
|
118.4
|
|
|
|
|
|
|
|
|
|
|
|
(96.6
|
)
|
|
|
2,204.8
|
|
J:COM (Japan)
|
|
|
2,677.3
|
|
|
|
275.0
|
|
|
|
|
|
|
|
(8.4
|
)
|
|
|
607.3
|
|
|
|
3,551.2
|
|
VTR (Chile)
|
|
|
534.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(115.8
|
)
|
|
|
418.5
|
|
Corporate and other
|
|
|
682.0
|
|
|
|
92.3
|
|
|
|
|
|
|
|
(2.7
|
)
|
|
|
(104.0
|
)
|
|
|
667.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total LGI
|
|
$
|
12,626.8
|
|
|
$
|
524.6
|
|
|
$
|
(144.8
|
)
|
|
$
|
(72.3
|
)
|
|
$
|
210.4
|
|
|
$
|
13,144.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the fourth quarter of 2008, we concluded that the fair
value of our broadband communications reporting unit in Romania
was less than its carrying value and that the implied fair value
of the goodwill related to this reporting unit was less than its
carrying value. The fair value of the reporting unit was based
on discounted cash flow analyses that contemplated, among other
matters, (i) the current and expected future impact of
competition in Romania, (ii) anticipated costs associated
with requirements imposed by certain municipalities to move
aerial cable to underground ducts and (iii) the impact of
disruptions in the credit and equity markets on our weighted
average cost of capital with respect to our Romanian reporting
unit. Accordingly, we recorded a $144.8 million charge
during the fourth quarter of 2008 to reflect this goodwill
impairment. This impairment charge is included in impairment,
restructuring and other operating charges, net, in our
consolidated statement of operations.
Based on business conditions and market values that existed at
December 31, 2008, we concluded that no other impairments
of our goodwill or other long-lived assets were required.
However, the market values of the publicly-traded equity of our
company and certain of our publicly-traded subsidiaries continue
to be depressed and we continue to experience difficult economic
environments and significant competition in most of our markets.
If, among other factors, (i) our equity values remain
depressed or decline further, (ii) our subsidiaries equity
values decline further or (iii) the adverse impacts of
economic or competitive factors are worse than anticipated, we
could conclude in future periods that additional impairment
charges are required in order to reduce the carrying values of
our goodwill, and to a lesser extent, other long-lived assets.
Depending on (i) our or our subsidiaries equity
prices, (ii) economic and competitive conditions and
(iii) other factors, any such impairment charges could be
significant.
II-115
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Changes in the carrying amount of goodwill during 2007 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Release of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pre-acquisition
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposition of
|
|
|
valuation
|
|
|
|
|
|
currency
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
|
investment in
|
|
|
allowances and
|
|
|
Adoption of
|
|
|
translation
|
|
|
|
|
|
|
January 1,
|
|
|
related
|
|
|
SC Media
|
|
|
other income tax
|
|
|
FIN 48
|
|
|
adjustments
|
|
|
December 31,
|
|
|
|
2007
|
|
|
adjustments
|
|
|
(note 5)
|
|
|
related adjustments
|
|
|
(note 2)
|
|
|
and other
|
|
|
2007
|
|
|
|
in millions
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
1,403.4
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(152.7
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
143.6
|
|
|
$
|
1,367.0
|
|
Switzerland
|
|
|
2,349.9
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169.3
|
|
|
|
2,519.8
|
|
Austria
|
|
|
791.1
|
|
|
|
75.0
|
|
|
|
|
|
|
|
(69.3
|
)
|
|
|
(8.8
|
)
|
|
|
84.4
|
|
|
|
872.4
|
|
Ireland
|
|
|
250.0
|
|
|
|
1.3
|
|
|
|
|
|
|
|
(16.8
|
)
|
|
|
(0.4
|
)
|
|
|
26.5
|
|
|
|
260.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
4,794.4
|
|
|
|
76.9
|
|
|
|
|
|
|
|
(238.8
|
)
|
|
|
(36.5
|
)
|
|
|
423.8
|
|
|
|
5,019.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
402.3
|
|
|
|
3.3
|
|
|
|
|
|
|
|
(17.9
|
)
|
|
|
(9.6
|
)
|
|
|
43.1
|
|
|
|
421.2
|
|
Other Central and Eastern Europe
|
|
|
1,048.4
|
|
|
|
3.3
|
|
|
|
|
|
|
|
(24.0
|
)
|
|
|
(11.6
|
)
|
|
|
93.1
|
|
|
|
1,109.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
1,450.7
|
|
|
|
6.6
|
|
|
|
|
|
|
|
(41.9
|
)
|
|
|
(21.2
|
)
|
|
|
136.2
|
|
|
|
1,530.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
6,245.1
|
|
|
|
83.5
|
|
|
|
|
|
|
|
(280.7
|
)
|
|
|
(57.7
|
)
|
|
|
560.0
|
|
|
|
6,550.2
|
|
Telenet (Belgium)
|
|
|
|
|
|
|
1,983.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
199.3
|
|
|
|
2,183.0
|
|
J:COM (Japan)
|
|
|
2,354.6
|
|
|
|
194.5
|
|
|
|
|
|
|
|
(10.0
|
)
|
|
|
|
|
|
|
138.2
|
|
|
|
2,677.3
|
|
VTR (Chile)
|
|
|
527.6
|
|
|
|
|
|
|
|
|
|
|
|
(24.9
|
)
|
|
|
(4.8
|
)
|
|
|
36.4
|
|
|
|
534.3
|
|
Corporate and other
|
|
|
815.3
|
|
|
|
38.3
|
|
|
|
(100.9
|
)
|
|
|
(5.9
|
)
|
|
|
(83.0
|
)
|
|
|
18.2
|
|
|
|
682.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total LGI
|
|
$
|
9,942.6
|
|
|
$
|
2,300.0
|
|
|
$
|
(100.9
|
)
|
|
$
|
(321.5
|
)
|
|
$
|
(145.5
|
)
|
|
$
|
952.1
|
|
|
$
|
12,626.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible
Assets Subject to Amortization, Net
The details of our intangible assets subject to amortization are
set forth below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Gross carrying amount:
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
3,150.3
|
|
|
$
|
2,746.3
|
|
Other
|
|
|
345.3
|
|
|
|
507.7
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,495.6
|
|
|
$
|
3,254.0
|
|
|
|
|
|
|
|
|
|
|
II-116
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Accumulated amortization:
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
(973.0
|
)
|
|
$
|
(655.3
|
)
|
Other
|
|
|
(117.6
|
)
|
|
|
(93.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,090.6
|
)
|
|
$
|
(749.1
|
)
|
|
|
|
|
|
|
|
|
|
Net carrying amount:
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
2,177.3
|
|
|
$
|
2,091.0
|
|
Other
|
|
|
227.7
|
|
|
|
413.9
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,405.0
|
|
|
$
|
2,504.9
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets with finite useful lives was
$425.1 million, $356.8 million and $248.9 million
during 2008, 2007 and 2006, respectively. Based on our
amortizable intangible asset balances at December 31, 2008,
we expect that amortization expense will be as follows for the
next five years and thereafter. Amounts presented below
represent U.S. dollar equivalents based on
December 31, 2008 exchange rates (in millions):
|
|
|
|
|
2009
|
|
$
|
374.8
|
|
2010
|
|
|
359.0
|
|
2011
|
|
|
291.8
|
|
2012
|
|
|
269.5
|
|
2013
|
|
|
244.1
|
|
Thereafter
|
|
|
865.8
|
|
|
|
|
|
|
Total
|
|
$
|
2,405.0
|
|
|
|
|
|
|
Indefinite-lived
Intangible Assets
At each of December 31, 2008 and 2007, franchise rights and
other indefinite-lived intangible assets aggregating
$183.7 million were included in other assets, net, in our
consolidated balance sheets.
II-117
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The U.S. dollar equivalents of the components of our
consolidated debt and capital lease obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Unused borrowing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average
|
|
|
capacity (b)
|
|
|
Estimated fair value (c)
|
|
|
Carrying value
|
|
|
|
interest
|
|
|
Borrowing
|
|
|
U.S. $
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
rate (a)
|
|
|
currency
|
|
|
equivalent
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
in millions
|
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Holding Bank Facility (d)
|
|
|
4.10
|
%
|
|
|
223.0
|
|
|
$
|
311.1
|
|
|
$
|
7,463.7
|
|
|
$
|
6,843.5
|
|
|
$
|
8,823.1
|
|
|
$
|
7,208.2
|
|
UPC Holding 7.75% Senior Notes due 2014
|
|
|
7.75
|
%
|
|
|
|
|
|
|
|
|
|
|
530.2
|
|
|
|
694.2
|
|
|
|
697.6
|
|
|
|
729.2
|
|
UPC Holding 8.625% Senior Notes due 2014
|
|
|
8.63
|
%
|
|
|
|
|
|
|
|
|
|
|
326.5
|
|
|
|
432.2
|
|
|
|
418.6
|
|
|
|
437.5
|
|
UPC Holding 8.0% Senior Notes due 2016
|
|
|
8.00
|
%
|
|
|
|
|
|
|
|
|
|
|
284.6
|
|
|
|
415.5
|
|
|
|
418.6
|
|
|
|
437.5
|
|
UPC Holding Facility (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
345.9
|
|
|
|
|
|
|
|
364.6
|
|
Telenet Credit Facility
|
|
|
7.22
|
%
|
|
|
315.0
|
|
|
|
439.5
|
|
|
|
2,695.8
|
|
|
|
2,694.6
|
|
|
|
2,769.6
|
|
|
|
2,770.8
|
|
J:COM Credit Facility
|
|
|
1.12
|
%
|
|
¥
|
8,000.0
|
|
|
|
88.1
|
|
|
|
411.3
|
|
|
|
485.1
|
|
|
|
440.2
|
|
|
|
485.1
|
|
Other J:COM debt
|
|
|
1.34
|
%
|
|
¥
|
2,000.0
|
|
|
|
22.0
|
|
|
|
1,412.4
|
|
|
|
1,010.2
|
|
|
|
1,641.9
|
|
|
|
1,010.2
|
|
UGC Convertible Notes (e)
|
|
|
1.75
|
%
|
|
|
|
|
|
|
|
|
|
|
574.5
|
|
|
|
902.3
|
|
|
|
574.5
|
|
|
|
902.3
|
|
Sumitomo Collar Loan (f)
|
|
|
1.88
|
%
|
|
|
|
|
|
|
|
|
|
|
1,031.6
|
|
|
|
850.4
|
|
|
|
1,031.6
|
|
|
|
837.8
|
|
Austar Bank Facility
|
|
|
8.58
|
%
|
|
|
|
|
|
|
|
|
|
|
535.4
|
|
|
|
644.4
|
|
|
|
598.0
|
|
|
|
678.3
|
|
LGJ Holdings Credit Facility
|
|
|
4.00
|
%
|
|
|
|
|
|
|
|
|
|
|
740.2
|
|
|
|
670.9
|
|
|
|
826.1
|
|
|
|
670.9
|
|
VTR Bank Facility (g)
|
|
|
5.39
|
%
|
|
CLP
|
136,391.6
|
|
|
|
213.6
|
|
|
|
465.5
|
|
|
|
470.3
|
|
|
|
465.5
|
|
|
|
470.3
|
|
Chellomedia Bank Facility
|
|
|
4.94
|
%
|
|
|
|
|
|
|
|
|
|
|
269.4
|
|
|
|
305.9
|
|
|
|
301.2
|
|
|
|
313.8
|
|
Liberty Puerto Rico Bank Facility
|
|
|
6.56
|
%
|
|
$
|
10.0
|
|
|
|
10.0
|
|
|
|
154.1
|
|
|
|
159.9
|
|
|
|
167.6
|
|
|
|
169.3
|
|
Other
|
|
|
7.82
|
%
|
|
|
|
|
|
|
|
|
|
|
156.3
|
|
|
|
263.9
|
|
|
|
156.3
|
|
|
|
263.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
4.60
|
%
|
|
|
|
|
|
$
|
1,084.3
|
|
|
$
|
17,051.5
|
|
|
$
|
17,189.2
|
|
|
|
19,330.4
|
|
|
|
17,749.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J:COM
|
|
|
704.2
|
|
|
|
499.7
|
|
Telenet
|
|
|
438.0
|
|
|
|
75.8
|
|
Other subsidiaries
|
|
|
30.3
|
|
|
|
28.2
|
|
|
|
|
|
|
|
|
|
|
Total capital lease obligations
|
|
|
1,172.5
|
|
|
|
603.7
|
|
|
|
|
|
|
|
|
|
|
Total debt and capital lease obligations
|
|
|
20,502.9
|
|
|
|
18,353.4
|
|
Current maturities
|
|
|
(513.0
|
)
|
|
|
(383.2
|
)
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations
|
|
$
|
19,989.9
|
|
|
$
|
17,970.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Represents the weighted average interest rate in effect at
December 31, 2008 for all borrowings outstanding pursuant
to each debt instrument including the applicable margin. The
interest rates presented do not include the impact of our
interest rate derivative agreements, deferred financing costs or
commitment fees, all of which affect our overall cost of
borrowing. For information concerning our derivative
instruments, see note 7. |
|
(b) |
|
Unused borrowing capacity represents the maximum availability
under the applicable facility at December 31, 2008 without
regard to covenant compliance calculations. At December 31,
2008, the full amount of unused borrowing capacity was available
to be borrowed under each of the respective facilities except
that we could not have borrowed 142.2 million
($198.4 million) of the unused availability under the UPC
Broadband Holding |
II-118
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
|
|
Bank Facility due to the September 30, 2008 covenant
compliance calculations that were in effect at December 31,
2008. Based on the December 31, 2008 covenant compliance
calculations, we will be able to borrow the full unused
availability under the UPC Broadband Holding Bank Facility when
the December 31, 2008 bank reporting requirements have been
completed. To the extent we were to draw on the VTR Bank
Facility (as defined below) commitments, we would be required to
set aside an equivalent amount of cash collateral. |
|
|
|
(c) |
|
The fair values of our debt instruments at December 31,
2008 were determined using discounted cash flow models. The
discount rates used in these models are based on the estimated
credit spread of each entity, taking into account market data,
to the extent available, and other relevant factors. The fair
values of our debt instruments at December 31, 2007
generally were based on the average of applicable bid and ask
prices. |
|
(d) |
|
Effective May 16, 2008, the commitments of the lenders
under the 250.0 million ($348.8 million) UPC
Holding Facility were rolled into Facility M as a separate
tranche (Facility M Tranche 5) under the
UPC Broadband Holding Bank Facility. |
|
(e) |
|
The UGC Convertible Notes are measured at fair value. Our
assessment of the fair value of the UGC Convertible Notes
included an estimated credit risk component of
$136.5 million at December 31, 2008. This credit risk
component is estimated at each balance sheet date as the
difference between (i) the fair value of the UGC
Convertible Notes and (ii) the value of the UGC Convertible
Notes derived by holding all other inputs constant and replacing
the market credit spread with a credit spread of nil. The
estimated change in UGCs credit risk during 2008 resulted
in a gain of $111.9 million that is included in unrealized
losses due to changes in fair values of certain investments and
debt, net, in our consolidated statements of operations. For
information regarding our fair value measurements, see
note 8. |
|
(f) |
|
See note 7 for information regarding the Sumitomo Collar
Loan. |
|
(g) |
|
Pursuant to the deposit arrangements with the lender in relation
to the VTR Bank Facility (as defined below), we are required to
fund a cash collateral account in an amount equal to the
outstanding principal and interest under the VTR Bank Facility.
This cash collateral account had a balance of
$465.5 million at December 31, 2008, of which
$4.7 million is reflected as a current asset and
$460.8 million is presented as a long-term asset in our
consolidated balance sheet. |
UPC
Broadband Holding Bank Facility
The UPC Broadband Holding Bank Facility, as amended, is the
senior secured credit facility of UPC Broadband Holding. The
security package for the UPC Broadband Holding Bank Facility
includes a pledge over the shares of UPC Broadband Holding and
the shares of certain of UPC Broadband Holdings
majority-owned operating companies. The UPC Broadband Holding
Bank Facility is also guaranteed by UPC Holding, the immediate
parent of UPC Broadband Holding, and is senior to other
long-term debt obligations of UPC Broadband Holding and UPC
Holding. The agreement governing the UPC Broadband Holding Bank
Facility contains covenants that limit among other things, UPC
Broadband Holdings ability to merge with or into another
company, acquire other companies, incur additional debt, dispose
of assets, provide loans and guarantees and enter into a hedging
arrangement. In addition to customary default provisions,
including defaults on other indebtedness of UPC Broadband
Holding and its subsidiaries, the UPC Broadband Holding Bank
Facility provides that any event of default with respect to
indebtedness of 50.0 million ($69.8 million) or
more in the aggregate of (i) Liberty Global Europe, Inc.
(the parent of Liberty Global Europe and an indirect subsidiary
of UGC), (ii) any other company of which UPC Broadband is a
subsidiary and which is a subsidiary of Liberty Global Europe,
Inc. and (iii) UPC Holding II B.V. (a direct
subsidiary of UPC Holding) is an event of default under the UPC
Broadband Holding Bank Facility.
The UPC Broadband Holding Bank Facility permits UPC Broadband
Holding to transfer funds to its parent company (and indirectly
to LGI) through loans, advances or dividends provided that UPC
Broadband Holding
II-119
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
maintains compliance with applicable covenants. If a Change of
Control occurs, as defined in the UPC Broadband Holding Bank
Facility, the facility agent may (if required by the majority
lenders) cancel each facility and declare all outstanding
amounts immediately due and payable. The UPC Broadband Holding
Bank Facility requires compliance with various financial
covenants such as: (i) Senior Debt to Annualized EBITDA,
(ii) EBITDA to Total Cash Interest, (iii) EBITDA to
Senior Debt Service, (iv) EBITDA to Senior Interest and
(v) Total Debt to Annualized EBITDA, each capitalized term
as defined in the UPC Broadband Holding Bank Facility.
The covenant in the UPC Broadband Holding Facility relating to
disposals of assets includes a basket for permitted disposals of
assets, the Annualized EBITDA of which does not exceed a certain
percentage of the Annualized EBITDA of the Borrower Group, with
the capitalized term having the meaning set forth in the UPC
Broadband Holding Bank Facility. The UPC Broadband Holding Bank
Facility includes a recrediting mechanism, in relation to the
permitted disposals basket, based on the proportion of net sales
proceeds that are (i) used to prepay facilities and
(ii) reinvested in the Borrower Group, or defined in the
UPC Broadband Holding Bank Facility.
The UPC Broadband Holding Bank Facility includes a mandatory
prepayment requirement of four times Annualized EBITDA, as
defined in the UPC Broadband Holding Bank Facility, of certain
disposed assets. The prepayment amount may be allocated to one
or more of the facilities at UPC Broadband Holdings
discretion and then applied to the loans under the relevant
facility on a pro rata basis. A prepayment may be waived by the
majority lenders subject to the requirement to maintain pro
forma covenant compliance. If the mandatory prepayment amount is
less than 100 million ($139.5 million), then no
prepayment is required (subject to pro forma covenant
compliance). No such prepayment is required to be made where an
amount, equal to the amount that would otherwise be required to
be prepaid, is deposited in a blocked account on terms that the
principal amount deposited may only be released in order to make
the relevant prepayment or to reinvest in assets in accordance
with the terms of the UPC Broadband Holding Bank Facility, which
expressly includes permitted acquisitions and capital
expenditures. Any amounts deposited in the blocked account that
have not been reinvested (or contracted to be so reinvested),
within 12 months of the relevant permitted disposal, are
required to be applied in prepayment in accordance with the
terms of the UPC Broadband Holding Bank Facility.
In August and September 2008, two additional facility accession
agreements (Facility O and Facility P, respectively) were
entered into under the UPC Broadband Holding Bank Facility.
Facility O is an additional term loan facility comprised of
(i) a HUF 5,962.5 million ($31.3 million)
sub-tranche and (ii) a PLN 115.1 million
($38.7 million) sub-tranche, and both sub-tranches were
drawn in full in August 2008. Facility P is an additional
term loan facility in the principal amount of
$521.2 million, of which only $511.5 million was
received due to the failure of one of the lenders to fund a
$9.7 million commitment. The lenders under LGIs
$215.0 million Senior Revolving Facility Agreement (the LGI
Credit Facility) rolled their commitments into Facility P,
and the LGI Credit Facility was cancelled. Certain of the
lenders under Facility I, a 250.0 million
($348.8 million) repayable and redrawable term loan under
the UPC Broadband Holding Bank Facility, have novated
202.0 million ($281.8 million) of their undrawn
commitments to Liberty Global Europe BV, which is a direct
subsidiary of UPC Broadband Holding, and have entered into
Facility P. The remaining third party lenders under
Facility I remain committed to lend their
48.0 million ($67.0 million) share of
Facility I. Facility P was drawn on September 12,
2008. The proceeds of Facilities O and P have been applied
towards general corporate and working capital purposes.
In April and May 2007, the UPC Broadband Holding Bank Facility
was amended and six additional facility accession agreements
(collectively, the 2007 Accession Agreements) were executed. In
connection with the execution of the 2007 Accession Agreements,
each of which provided for an additional term loan under new
Facilities M and N of the UPC Broadband Holding Bank
Facility, the then-existing Facilities J1, J2, K1 and K2
were refinanced. Tranches 1, 2 and 3 under Facility M
became effective on April 17, 2007, April 16, 2007 and
May 18, 2007, respectively. The 1,695.0 million
($2,365.0 million) of proceeds received under
Facility M Tranche 1 were used to
refinance all of the outstanding borrowings under
Facility J1 and Facility K1 under the UPC Broadband
Holding Bank Facility. The 1,175.0 million
($1,639.5 million) of proceeds received under
II-120
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Facility M Tranche 2 were indirectly used
to repay the outstanding borrowings under the senior secured
credit facility agreement for Cablecom Luxembourg S.C.A.
(Cablecom Luxembourg) and Cablecom GmbH, dated December 5,
2005 (the Cablecom Luxembourg Bank Facility), and, together with
available cash of 207.2 million ($280.8 million
at the transaction date), to repay the outstanding borrowings
under the PIK (Payment in Kind) facility agreement of Liberty
Global Switzerland, Inc. (LG Switzerland), our indirect
wholly-owned subsidiary, dated September 30, 2005 (the LG
Switzerland PIK Loan Facility). Effective April 16, 2007,
Cablecom Holdings GmbH (Cablecom) and its subsidiaries became
subsidiaries of UPC Broadband Holding (the Cablecom Transfer).
The 520.0 million ($725.5 million) of proceeds
received under Facility M Tranche 3 were
used to fund the cash collateral account that secures the VTR
Bank Facility, as defined below, and for general corporate and
working capital purposes. Tranches 1, 2 and 3 under
Facility M have been combined into a single facility.
Tranche 4 under Facility M became effective on
May 14, 2007 and was drawn in full in September 2007. The
250.0 million ($348.8 million) of proceeds
received under Facility M Tranche 4 were
used for general corporate purposes. Tranche 4 under
Facility M was combined with Tranches 1, 2 and 3 on
February 11, 2009. Tranches 1 and 2 under
Facility N became effective on May 16, 2007 and
May 18, 2007, respectively. The $1,775.0 million of
proceeds received under Facility N Tranche 1
were used to refinance all of the outstanding borrowings under
Facility J2 and Facility K2 under the UPC Broadband
Holding Bank Facility. The $125.0 million of proceeds
received under Facility N Tranche 2 were
used for general corporate and working capital purposes.
Tranches 1 and 2 under Facility N have been combined
into a single facility.
The details of our borrowings under the UPC Broadband Holding
Bank Facility as of December 31, 2008 are summarized in the
following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
Final
|
|
|
|
Facility amount
|
|
|
Unused
|
|
|
Outstanding
|
|
|
|
maturity
|
|
|
|
(in borrowing
|
|
|
borrowing
|
|
|
principal
|
|
Facility
|
|
date
|
|
Interest rate
|
|
currency) (a)(b)
|
|
|
capacity(b)
|
|
|
amount
|
|
|
|
|
|
|
|
in millions
|
|
|
I
|
|
April 1, 2010
|
|
EURIBOR + 2.50%
|
|
|
48.0
|
|
|
$
|
67.0
|
|
|
$
|
|
|
L
|
|
July 3, 2012
|
|
EURIBOR + 2.25%
|
|
|
830.0
|
|
|
|
244.1
|
|
|
|
913.9
|
|
M
|
|
(c)
|
|
EURIBOR + 2.00%
|
|
|
3,890.0
|
|
|
|
|
|
|
|
5,427.7
|
|
N
|
|
(c)
|
|
LIBOR + 1.75%
|
|
$
|
1,900.0
|
|
|
|
|
|
|
|
1,900.0
|
|
O
|
|
July 31, 2013
|
|
(d)
|
|
|
(d
|
)
|
|
|
|
|
|
|
70.0
|
|
P
|
|
September 2, 2013
|
|
LIBOR + 2.75%
|
|
$
|
511.5
|
|
|
|
|
|
|
|
511.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
311.1
|
|
|
$
|
8,823.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Facilities I and L are repayable and redrawable term loans.
The total committed amount of Facility I is
250.0 million, however, 202.0 million has
been novated to Liberty Global Europe BV. Therefore, total
third-party commitments under Facility I at
December 31, 2008 were 48.0 million
($67.0 million). |
|
(b) |
|
For Facility P, the $9.7 million that was not funded
by one of our lenders has been excluded from the facility amount
and unused borrowing capacity. Due to the financial difficulties
of this lender, we do not believe that this amount represents a
near-term source of liquidity. We have no further credit risk
exposures to this particular financial institution. |
|
(c) |
|
The final maturity date for Facilities M and N is the
earlier of (i) December 31, 2014 or
(ii) October 17, 2013, the date falling 90 days
prior to the date on which UPC Holdings existing Senior
Notes due 2014 fall due if such Senior Notes have not been
repaid, refinanced or redeemed prior to such date. |
II-121
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
(d) |
|
The applicable interest payable under Facility O is 2.75%
per annum plus the specified percentage rate per annum
determined by the Polish Association of Banking
Dealers Forex Poland or the National Bank of
Hungary, as appropriate for the relevant period. The facility
amount of Facility O is comprised of (i) a HUF
5,962.5 million ($31.3 million) sub-tranche and
(ii) a PLN 115.1 million ($38.7 million)
sub-tranche. |
Pursuant to an amendment letter dated April 16, 2007, the
UPC Broadband Holding Bank Facility was amended to permit the
acquisition of LGIs indirect 80% interest in VTR (either
directly or indirectly by the acquisition of its holding
company) and its subsidiaries by a member of the Borrower Group
(as defined in the UPC Broadband Holding Bank Facility) (the VTR
Transfer). The amendment letter also amended the terms of the
UPC Broadband Holding Bank Facility to, among other things,
permit security interests granted under VTRs then existing
bank facilities, including any refinancing thereof, and over
related deposits or similar arrangements and to permit the
disposal of all or any part of any member of the VTR Group
(consisting of VTR, its subsidiaries and its parent holding
company) without impact on the ability to dispose of other
assets in the Borrower Group under applicable covenants.
The VTR Transfer was completed on May 23, 2007, when
certain of our subsidiaries that collectively own an 80%
interest in VTR were transferred to a subsidiary of UPC
Broadband Holding. In connection with the VTR Transfer, a single
lender acquired the interests and was subrogated to the rights
of the lenders under the then existing fully-drawn
$475.0 million U.S. dollar denominated Tranche B
term loan under VTRs previous bank facility. The VTR
Tranche B term loan was then amended and restated pursuant
to an Amended and Restated Senior Secured Credit Facility
Agreement dated May 18, 2007 and effective May 25,
2007 (the VTR Bank Facility). The amendments included, among
other things, a 100 basis point reduction in the interest
rate margin payable under the VTR Tranche B term loan (from
LIBOR plus 3.0% to Eurodollar Rate, as defined in the VTR Bank
Facility, plus 2.0%) and the elimination of certain restrictive
covenants and undertakings. VTRs then existing undrawn CLP
122.6 billion ($192.0 million) term loan and CLP
13.8 billion ($21.6 million) revolving loan facilities
were cancelled and replaced in the VTR Bank Facility on
substantially the same terms. The VTR Tranche B term loan
matures in September 2014, the undrawn VTR term loan facility
matures in September 2013 and the undrawn VTR revolving loan
facility matures in March 2013. Any borrowings under the undrawn
VTR term and revolving loan facilities will bear interest at the
Nominal TAB Rate, as defined in the VTR Bank Facility,
plus 2.50%.
Pursuant to the deposit arrangements with the lender in relation
to the VTR Bank Facility, we are required to fund a cash
collateral account in an amount equal to the outstanding
principal and interest payable under the VTR Bank Facility. In
this regard, we used borrowings under Facility M to fund a
deposit with the new lender securing VTRs obligations
under the VTR Bank Facility. In connection with the refinancing
of VTRs bank facilities, VTR recognized debt
extinguishment losses of $19.5 million during the second
quarter of 2007, representing the write-off of unamortized
deferred financing costs.
In connection with the refinancing of Facilities J1, J2, K1
and K2, UPC Broadband Holding recognized debt extinguishment
losses of $8.4 million during the second quarter of 2007,
representing the write-off of unamortized deferred financing
costs. In connection with refinancings of the UPC Broadband
Holding Bank Facility that occurred in May 2006 and July 2006,
we recognized debt extinguishment losses of $22.2 million
during 2006, primarily representing the write-off of deferred
financing costs and creditor fees.
UPC
Holding Senior Notes
On July 29, 2005 UPC Holding issued 500 million
($607 million at the transaction date) principal amount of
7.75% Senior Notes (the 7.75% Senior Notes). On
October 10, 2005, UPC Holding issued 300 million
($363 million at the transaction date) principal amount of
8.625% Senior Notes (the 8.625% Senior Notes). The
7.75% and 8.625% Senior Notes each mature on
January 15, 2014. On April 17, 2007, the
300.0 million ($418.6 million) principal amount
of 8.0% Senior Notes due 2016 (the 8.0% Senior Notes,
and collectively with the 7.75% and 8.625% Senior Notes,
the UPC Holding Senior Notes) issued on October 31, 2006 by
Cablecom
II-122
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Luxembourg became the direct obligation of UPC Holding on terms
substantially identical (other than as to interest, maturity and
redemption) to those governing UPC Holdings existing
Senior Notes due 2014. The 8.0% Senior Notes mature on
November 1, 2016.
Each issue of the UPC Holding Senior Notes are senior
obligations that rank equally with all of the existing and
future senior debt and are senior to all existing and future
subordinated debt of UPC Holding. The UPC Holding Senior Notes
are secured by a first-ranking pledge of the shares of UPC
Holding. In addition, the UPC Holding Senior Notes provide that
any failure to pay principal prior to expiration of any
applicable grace period, or any acceleration with respect to
other indebtedness of 50.0 million
($69.8 million) or more in the aggregate of UPC Holding or
its Restricted Subsidiaries (as defined in the indentures),
including UPC Broadband Holding, is an event of default under
the UPC Holding Senior Notes.
At any time prior to November 1, 2009, UPC Holding may
redeem some or all of the 8.0% Senior Notes by paying a
make-whole premium, which is the present value of
all scheduled interest payments until November 1, 2009,
using the discount rate equal to the yield of the comparable
German government bond (BUND) issue as of the redemption date
plus 50 basis points.
UPC Holding may redeem some or all of the UPC Holding Senior
Notes at the following redemption prices (expressed as a
percentage of the principal amount) plus accrued and unpaid
interest and additional amounts, if any, to the applicable
redemption date, if redeemed during the twelve-month period
commencing on July 15 in the case of the 7.75% and
8.625% Senior Notes and November 1 in the case of the
8.0% Senior Notes of the years set out below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption Price
|
|
|
|
7.75% Senior
|
|
|
8.625% Senior
|
|
|
8.0% Senior
|
|
Year
|
|
Notes
|
|
|
Notes
|
|
|
Notes
|
|
|
2009
|
|
|
103.875%
|
|
|
|
104.313%
|
|
|
|
108.000%
|
|
2010
|
|
|
101.938%
|
|
|
|
102.156%
|
|
|
|
106.000%
|
|
2011
|
|
|
100.000%
|
|
|
|
100.000%
|
|
|
|
104.000%
|
|
2012
|
|
|
100.000%
|
|
|
|
100.000%
|
|
|
|
102.660%
|
|
2013
|
|
|
100.000%
|
|
|
|
100.000%
|
|
|
|
101.330%
|
|
2014 and thereafter
|
|
|
100.000%
|
|
|
|
100.000%
|
|
|
|
100.000%
|
|
In addition, at any time prior to November 1, 2009, UPC
Holding may redeem up to 35% of the 8.0% Senior Notes (at a
redemption price of 108.000% of the principal amount) with the
net proceeds from one or more specified equity offerings.
UPC Holding may redeem all of the UPC Holding Senior Notes at a
price equal to their principal amount plus accrued and unpaid
interest upon the occurrence of certain changes in tax law. If
UPC Holding or certain of its subsidiaries sell certain assets
or experience specific changes in control, UPC Holding must
offer to repurchase the UPC Holding Senior Notes at a redemption
price of 101%.
UPC
Holding Facility
In June 2007, UPC Holding entered into a
250.0 million ($348.8 million) secured term loan
facility (the UPC Holding Facility). The UPC Holding Facility
was fully drawn on June 19, 2007. The terms and conditions
of the UPC Holding Facility were similar to the terms of the
indenture for UPC Holdings Senior Notes due 2014. As
permitted under the terms of the UPC Holding Facility, the
commitments of the lenders under the UPC Holding Facility were
rolled into Facility M under the UPC Broadband Holding Bank
Facility effective May 16, 2008.
II-123
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Telenet
Credit Facility
On August 1, 2007, Telenet Bidco executed a new senior
credit facility agreement, as amended and restated by various
supplemental agreements (the Telenet Credit Facility). The
Telenet Credit Facility provides for (i) a
530.0 million ($739.5 million) Term Loan A
Facility (the Telenet TLA Facility) maturing in August 2012,
(ii) a 307.5 million ($429.0 million) Term
Loan B1 Facility (the Telenet TLB1 Facility) maturing in
February 2014, (iii) a 225.0 million
($313.9 million) Term Loan B2 Facility (the Telenet TLB2
Facility) maturing in February 2014, (iv) a
1,062.5 million ($1,482.5 million) Term Loan C
Facility (the Telenet TLC Facility) maturing in August 2015 and
(v) a 175.0 million ($244.2 million)
Revolving Facility (the Telenet Revolving Facility) maturing in
August 2014.
On October 10, 2007, the Telenet TLA Facility, the Telenet
TLB1 Facility and the Telenet TLC Facility were drawn in full.
The Telenet TLB2 Facility, which was undrawn as of
December 31, 2008, is available to be drawn through
June 30, 2009. The Telenet Revolving Facility is available
to be drawn through June 2014. The proceeds of the Telenet TLA
Facility, the Telenet TLB1 Facility and the first
462.5 million ($654.8 million at the transaction
date) drawn under the Telenet TLC Facility have been used
primarily to (i) redeem in full the Telenet Senior Discount
Notes (as defined below), (ii) redeem in full the Telenet
Senior Notes (as defined below) and (iii) repay in full the
amounts outstanding under Telenets previous credit
facility. During the fourth quarter of 2007, we recognized debt
extinguishment losses of $88.3 million in the aggregate in
connection with the redemption of the Telenet Senior Discount
Notes and the Telenet Senior Notes, and the repayment of
Telenets previous credit facility. These losses include
the $71.8 million excess of the redemption values over the
carrying values of the Telenet Senior Discount Notes and Telenet
Senior Notes, and $16.5 million related to the write-off of
applicable unamortized deferred financing fees.
The applicable margins for the 530.0 million Telenet
TLA Facility is 2.25% per annum over EURIBOR. The applicable
margin for the 307.5 million Telenet TLB1 Facility
and the 225.0 Telenet TLB2 Facility is 2.50% per annum
over EURIBOR. The applicable margin for the
1,062.5 million Telenet TLC Facility is 2.75% per
annum over EURIBOR. The applicable margin for the
175.0 million Telenet Revolving Facility is 2.125%
per annum over EURIBOR.
On November 19, 2007, Telenet used the remaining funds
borrowed under the Telenet TLC Facility to fund a distribution
to shareholders by way of a capital reduction. See note 13.
The Telenet TLA Facility and the Telenet TLC Facility will be
repaid in full at maturity. The Telenet TLB1 Facility and the
Telenet TLB2 Facility will each be repaid in three equal
installments, with the first installment due in February 2013,
the second installment due in August 2013 and the final
installment due in February 2014. Advances under the Telenet
Revolving Facility will be repaid at the end of the applicable
interest period and all advances outstanding will be repaid in
full at maturity.
In addition to customary restrictive covenants, prepayment
requirements and events of default, including defaults on other
indebtedness of Telenet and its subsidiaries, the Telenet Credit
Facility requires compliance with a Net Total Debt to
Consolidated Annualized EBITDA covenant and a Consolidated
EBITDA to Total Cash Interest covenant, each capitalized term as
defined in the Telenet Credit Facility. Under the Telenet Credit
Facility, Telenet Bidco is permitted to make certain
distributions and restricted payments to its shareholders
subject to compliance with applicable covenants. The Telenet
Credit Facility is secured by (i) pledges over the shares
of Telenet Bidco and certain of its subsidiaries,
(ii) pledges over certain intercompany and subordinated
shareholder loans and (iii) pledges over certain
receivables, real estate and other assets of Telenet Bidco,
Telenet and certain other Telenet subsidiaries.
II-124
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The Telenet TLB2 Facility has a commitment fee on undrawn and
uncancelled commitments of 40% of the applicable margin of the
Telenet TLB2 Facility subject to a maximum of 1.00%. The Telenet
Revolving Facility has a commitment fee on undrawn and
uncancelled commitments of 40% of the applicable margin of the
Telenet Revolving Facility subject to a maximum of 0.75%.
Effective May 23, 2008, the Telenet Credit Facility was
amended to (i) include an increased basket for permitted
financial indebtedness incurred pursuant to finance leases,
(ii) include a new definition of Interkabel
Acquisition, (iii) carve-out indebtedness incurred
under the network lease entered into in connection with the
Interkabel Acquisition up to a maximum aggregate amount of
195.0 million ($272.1 million) from the
definition of Total Debt (as defined in the Telenet Credit
Facility) and (iv) extend the availability period for the
225.0 million Telenet TLB2 Facility from
July 31, 2008 to June 30, 2009.
Refinanced
Telenet Debt
Telenet Senior Discount Notes. On
December 22, 2003, Telenet issued Senior Discount Notes due
June 15, 2014 (the Telenet Senior Discount Notes) at
57.298% of par value with a principal amount due at maturity of
$558.0 million, receiving net proceeds of
$300.3 million. Interest on the Telenet Senior Discount
Notes began accreting from December 22, 2003 at an annual
rate of 11.5%, compounded semi-annually.
On October 10, 2007, Telenet used 257.0 million
($363.8 million at the transaction date) of the proceeds
from the Telenet Credit Facility to redeem the Telenet Senior
Discount Notes at a redemption price equal to 100% of the
accreted value of the Telenet Senior Notes plus a
$46.0 million make-whole premium.
Telenet Senior Notes. On December 22,
2003, Telenet Communications NV issued 500.0 million
($619.1 million at the transaction date) principal amount
of 9.0% Senior Notes due December 15, 2013 (the
Telenet Senior Notes). During the fourth quarter of 2005, a
portion of the outstanding principal amount of the Telenet
Senior Notes was redeemed.
On October 10, 2007, Telenet used 413.5 million
($585.4 million at the transaction date) of the proceeds
from the Telenet Credit Facility to redeem the Telenet Senior
Notes at a redemption price equal to 100% of the principal
amount (plus accrued and unpaid interest) of the Telenet Senior
Notes plus a 34.5 million ($47.1 million at the
transaction date) make-whole premium.
Telenet
Capital Lease Obligations
At December 31, 2008, Telenets capital lease
obligations included 277.8 million
($387.6 million) associated with Telenets lease of
the Telenet PICs Network. For additional information, see
note 4.
J:COM
Credit Facility
In December 2005, J:COM entered into a credit facility agreement
with a syndicate of banks (the J:COM Credit Facility). The J:COM
Credit Facility currently consists of (i) a
¥30 billion ($330.4 million) revolving credit
loan (the 2005 J:COM Revolving Loan) and (ii) an
¥85 billion ($936.2 million) amortizing term loan
(the 2005 J:COM Term Loan). Borrowings may be made under the
J:COM Credit Facility on a senior, unsecured basis. Amounts
repaid under the 2005 J:COM Term Loan may not be reborrowed.
On December 29, 2008, in connection with its acquisition of
Mediatti as discussed in note 4, J:COM borrowed
¥22 billion ($242.3 million) under the 2005 J:COM
Revolving Loan and ¥8 billion ($88.1 million)
under the 2007 J:COM Revolving Loan (as defined below). The
proceeds from these borrowings, along with available cash on
hand, were used to fund the Mediatti purchase price and to repay
Mediattis then existing credit facility.
The 2005 J:COM Revolving Loan and the 2005 J:COM Term Loan bear
interest equal to TIBOR plus a variable margin to be adjusted
based on the leverage ratio of J:COM. The weighted-average
interest rate, including
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
applicable margins, on the 2005 J:COM Term Loan at
December 31, 2008 was 1.12%. Borrowings under the 2005
J:COM Revolving Loan may be used by J:COM for acquisitions and
general corporate purposes. Amounts drawn under the 2005 J:COM
Term Loan have a final maturity date of December 31, 2010,
and amortize in quarterly installments. The final maturity date
of all amounts outstanding under the 2005 J:COM Revolving Loan
is December 31, 2010 and will be available for drawdown
until one month prior to its final maturity. In addition to
customary restrictive covenants and events of default, including
defaults on other indebtedness of J:COM and its subsidiaries,
the unsecured J:COM Credit Facility requires compliance with
various financial covenants such as: (i) Maximum Senior
Debt to EBITDA, (ii) Minimum Debt Service Coverage Ratio
and (iii) a Total Shareholders Equity test, each
capitalized term as defined in the J:COM Credit Facility. The
J:COM Credit Facility permits J:COM to transfer funds to its
shareholders (and indirectly to LGI) through loans, dividends or
other distributions provided that J:COM maintains compliance
with applicable covenants. At December 31, 2008,
¥8 billion ($88.1 million) was available for
borrowing under the 2005 J:COM Revolving Loan. The 2005 J:COM
Revolving Loan provides for an annual commitment fee of 0.20% on
the unused portion.
Other
J:COM debt
On March 31, 2008, J:COM entered into a
¥25 billion ($275.4 million) syndicated term loan
(the 2008 J:COM Term Loan). On April 16, 2008 the full
amount of the 2008 J:COM Term Loan was drawn and the proceeds
were used to repay a portion of the outstanding 2005 J:COM Term
Loan. The applicable margin for the 2008 J:COM Term Loan is the
three-month TIBOR plus a margin of 0.20% and borrowings are due
and payable in one installment on April 16, 2014. The 2008
J:COM Term Loan contains covenants similar to those of the J:COM
Credit Facility.
On September 28, 2007, J:COM entered into a
¥10 billion ($110.1 million) unsecured revolving
credit facility agreement with a syndicate of banks (the 2007
J:COM Revolving Loan). The applicable margin for the 2007 J:COM
Revolving Loan is TIBOR plus a margin of 0.35%. Borrowings under
the 2007 J:COM Revolving Loan, which matures on
September 14, 2012, may be used for acquisitions and
general corporate purposes. In addition to customary restrictive
covenants and events of default, including defaults on other
indebtedness of J:COM and its subsidiaries, the 2007 J:COM
Revolving Loan requires compliance with various financial
covenants such as: (i) Minimum Working Capital,
(ii) Maximum Senior Debt to EBITDA and (iii) Minimum
Debt Service Coverage Ratio, each capitalized term as defined in
the 2007 J:COM Revolving Loan agreement. As of December 31,
2008, ¥2 billion ($22.0 million) was available
for borrowing under the 2007 J:COM Revolving Loan. The 2007
J:COM Revolving Loan provides for an annual commitment fee of
0.10% on the unused portion.
During April and May of 2006, J:COM refinanced
¥38 billion ($323 million at the transaction
date) and ¥2,000 million ($18 million at the
transaction date), respectively, of then-existing borrowings
under the J:COM Credit Facility with ¥20 billion of
fixed-interest rate loans and ¥20 billion of
variable-interest rate loans. At December 31, 2008, the
fixed-interest rate loans had a weighted average interest rate
of 2.1% and the new variable-interest rate loans had a weighted
average interest rate of Japanese yen LIBOR plus 0.3%. These
loans, which contain covenants similar to those of the J:COM
Credit Facility, mature in 2013 and are each to be repaid in one
installment on their respective maturity dates. In connection
with these refinancings, J:COM recognized debt extinguishment
losses of $3.3 million during 2006.
In connection with the September 2006 acquisition of Cable West,
J:COM entered into (i) a ¥2,000 million
variable-interest rate term loan agreement, (ii) a
¥20 billion fixed-interest rate term loan agreement,
and (iii) a ¥30 billion syndicated term loan
agreement. The ¥2,000 million ($17 million at the
transaction date) and ¥20 billion ($169.7 million
at the transaction date) term loans were fully drawn in
September 2006. On October 27, 2006, the full amount of the
¥30 billion syndicated term loan ($252.6 million
at the transaction date) was drawn and a portion of the proceeds
was used to repay the then outstanding balance of the 2005 J:COM
Revolving Loan (¥14 billion or $117.9 million at
the transaction date). The new term loans mature between 2011
and 2013. The interest rate on the
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
¥2,000 million term loan is based on the six-month
TIBOR plus a margin of 0.25%. The ¥20 billion term
loan bears interest as to ¥10 billion of the
outstanding principal amount at a fixed interest rate of 1.72%
and as to the remaining ¥10 billion principal amount
at a fixed interest rate of 1.90%. The ¥30 billion
syndicated term loan bears interest at (i) LIBOR plus a
margin of 0.25% as to the ¥10 billion
($110.1 million) principal amount that is due in October
2011, (ii) LIBOR plus a margin of 0.35% as to the
¥19.5 billion ($214.8 million) principal amount
that is due in October 2013 and (iii) a fixed rate of 2.05%
as to the ¥500 million ($5.5 million) principal
amount that is due in October 2013. These loans contain
covenants similar to those of the J:COM Credit Facility.
UGC
Convertible Notes
On April 6, 2004, UGC completed the offering and sale of
500.0 million ($697.6 million) 1.75%
euro-denominated convertible senior notes due April 15,
2024. Interest is payable semi-annually on April 15 and
October 15 of each year. The UGC Convertible Notes are
senior unsecured obligations that rank equally in right of
payment with all of UGCs existing and future senior and
unsecured indebtedness and ranks senior in right of payment to
all of UGCs existing and future subordinated indebtedness.
The UGC Convertible Notes are effectively subordinated to all
existing and future indebtedness and other obligations of
UGCs subsidiaries. The indenture governing the UGC
Convertible Notes, which does not contain any financial or
operating covenants, provides that an acceleration of
indebtedness in excess of 50 million
($69.8 million) of UGC or its Significant Subsidiaries (as
defined in the indenture) is an event of default under the
indenture for the UGC Convertible Notes.
The UGC Convertible Notes may be redeemed at UGCs option,
in whole or in part, on or after April 20, 2011 at a
redemption price in euros equal to 100% of the principal amount,
together with accrued and unpaid interest. Holders of the UGC
Convertible Notes have the right to tender all or part of their
notes for purchase by UGC on April 15, 2011, April 15,
2014 and April 15, 2019, for a purchase price in euros
equal to 100% of the principal amount, plus accrued and unpaid
interest. If a change in control (as defined in the indenture)
has occurred, each holder of the UGC Convertible Notes may
require UGC to purchase their notes, in whole or in part, at a
price equal to 100% of the principal amount, plus accrued and
unpaid interest.
Prior to September 11, 2007, the UGC Convertible Notes in
the aggregate were convertible into 11,044,375 shares of
LGI Series A common stock and 11,044,375 shares of LGI
Series C common stock based on the then conversion price
for one share of LGI Series A common stock and the related
Series C Dividend Shares Amount (as defined in the
indenture governing the UGC Convertible Notes), which was
equivalent to a conversion rate of 22.09 LGI Series A
shares and 22.09 LGI Series C shares for each 1,000
principal amount of UGC Convertible Notes. Effective
September 11, 2007, the conversion price of the UGC
Convertible Notes was adjusted to give effect to the cumulative
impact of our self-tender offers since the issuance of the UGC
Convertible Notes. After giving effect to this adjustment, the
UGC Convertible Notes in the aggregate are convertible into
11,159,319 LGI Series A shares and 11,044,375 LGI
Series C shares, which is equivalent to a conversion rate
of 22.32 shares of LGI Series A common stock and
22.09 shares of LGI Series C common stock for each
1,000 principal amount of UGC Convertible Notes.
Holders of the UGC Convertible Notes may surrender their notes
for conversion prior to maturity in the following circumstances:
(i) the price of LGI Series A common stock reaches a
specified threshold, (ii) the combined price of LGI
Series A and Series C common stock reaches a specified
threshold, (iii) UGC has called the UGC Convertible Notes
for redemption, (iv) the trading price for the UGC
Convertible Notes falls below either of two specified
thresholds, (v) we make certain distributions to holders of
LGI Series A common stock or (vi) specified corporate
transactions occur.
2007
and 2006 Austar Bank Facilities
On August 28, 2007, Austar Entertainment refinanced,
amended and restated its then existing bank facility to, among
other matters, provide for increased borrowing capacity. The
amended and restated facility (the Austar Bank
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Facility) allows Austar Entertainment to borrow up to AUD
850.0 million ($598.9 million) and provides for
(i) an AUD-denominated term loan for AUD 225.0 million
($158.5 million), which bears interest at BBSY plus margins
ranging from 0.90% to 1.70% and matures in August 2011,
(ii) an AUD-denominated term loan for
AUD 500.0 million ($352.3 million), which bears
interest at BBSY plus margins ranging from 1.30% to 2.00% and
matures in August 2013 and (iii) an AUD-denominated
revolving facility for AUD 100.0 million
($70.5 million), which bears interest at BBSY plus margins
ranging from 0.90% to 1.70% and matures in August 2012. The
Austar Bank Facility also provides for an agreement with a
single bank for a AUD 25.0 million ($17.6 million)
working capital facility that matures in August 2012. Borrowings
under the Austar Bank Facility were advanced to Austar to fund
(i) the October 31, 2007 redemption of the Austar
Subordinated Transferable Adjustable Redeemable Securities
(STARS) (see below) and (ii) Austars November 1,
2007 distribution to its shareholders (see note 13). The
Austar Bank Facility, which has a commitment fee on undrawn and
uncancelled balances of 0.5% per year, was fully drawn at
December 31, 2008.
In addition to customary restrictive covenants, prepayment
requirements and events of default, including defaults on other
indebtedness of Austar and its subsidiaries, the Austar Bank
Facility requires compliance with various financial covenants
including (i) Net Total Debt to EBITDA and (ii) EBITDA
to Total Interest Expense, each capitalized term as defined in
the Austar Bank Facility. The Austar Bank Facility is secured by
pledges over (i) Austar Entertainment shares,
(ii) shares of certain of Austars subsidiaries and
(iii) certain other assets of Austar and certain of its
subsidiaries. The Austar Bank Facility is also guaranteed by
Austar and certain of its subsidiaries.
As Austar Entertainments 2007 refinancing of its then
existing bank facility did not represent a substantial
modification of terms, we did not recognize a debt
extinguishment gain or loss upon the completion of this
refinancing transaction.
Redemption
of STARS
On October 31, 2007, Austar redeemed in full its STARS for
a total cash redemption amount of AUD 115.0 million
($106.6 million at the transaction date).
LGJ
Holdings Credit Facility
On October 31, 2007, LGJ Holdings, our wholly-owned
indirect subsidiary, executed a new senior secured credit
facility agreement (the LGJ Holdings Credit Facility). The LGJ
Holdings Credit Facility provides for an initial term loan
facility in the amount of ¥75.0 billion
($655.0 million at the transaction date) (the LGJ Term Loan
Facility) which was drawn in full on November 5, 2007. The
proceeds of the LGJ Term Loan Facility were used to make a
distribution to the sole member of LGJ Holdings and to pay fees,
costs and expenses incurred in connection with granting the LGJ
Term Loan Facility. The LGJ Term Loan Facility will be repaid in
two installments with (i) 2.5% of the outstanding principal
amount of the LGJ Term Loan Facility being repayable in May 2012
and (ii) 97.5% of the outstanding principal amount of the
LGJ Term Loan Facility repayable in November 2012. The
applicable margin for the LGJ Term Loan Facility is 3.25% per
annum over TIBOR. The LGJ Holdings Credit Facility contains a
mechanism whereby additional term facilities may be entered into
subject to compliance with applicable covenants and certain
other restrictions. In addition to customary restrictive
covenants, prepayment requirements and events of default, the
LGJ Holdings Credit Facility requires compliance with various
financial covenants including (i) J:COM Ten Day Average
Market Price to Facilities Net Debt and (ii) Total Net Debt
To J:COM Annualized EBITDA, each capitalized term as defined in
the LGJ Holdings Credit Facility. The LGJ Holdings Credit
Facility is secured by (i) pledges over the membership
interests in LGJ Holdings and the stock of its two subsidiaries,
Liberty Japan, Inc. (Liberty Japan), a wholly-owned direct
subsidiary of LGJ Holdings, and Liberty Jupiter, Inc. (Liberty
Jupiter), an 85.7% owned direct subsidiary of LGJ Holdings,
(ii) a pledge over a bank account of LGJ Holdings and
(iii) a security agreement in respect of certain future
assets of LGJ Holdings, Liberty Japan and Liberty Jupiter.
Liberty Japan and Liberty Jupiter are members of Super Media
through which we
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
indirectly own our interest in J:COM. LGJ Holdings
obligations are guaranteed by Liberty Japan and Liberty Jupiter.
LGI has provided a limited recourse guarantee with respect to
the payment of interest under the LGJ Holdings Credit Facility
and, under certain limited circumstances, the payment of
principal and other obligations. In addition, the LGJ Holdings
Credit Facility provides that any event of default with respect
to indebtedness of 50.0 million ($69.8 million)
or more in the aggregate of LGI is an event of default under the
LGJ Holdings Credit Facility.
Chellomedia
Bank Facility
On December 12, 2006, Chellomedia PFH, an indirect
subsidiary of Chellomedia, consummated a senior secured credit
facility (the Chellomedia Bank Facility) with certain banks and
financial institutions as lenders. The Chellomedia Bank Facility
provides the terms and conditions upon which the lenders have
made available to Chellomedia PFH (i) two euro-denominated
term facilities due in December 2013 with aggregate outstanding
borrowings at December 31, 2008 of 102.9 million
($143.6 million), (ii) two
U.S. dollar-denominated term facilities due in December
2013 with aggregate outstanding borrowings at December 31,
2008 of $88.2 million, (iii) a delayed draw facility
due in 2013 with outstanding borrowings at December 31,
2008 of 25.0 million ($34.9 million) and
(iv) a revolving facility (which may also be drawn in
Hungarian forints) due in 2012 with outstanding borrowings at
December 31, 2008 of 24.8 million
($34.6 million). As of December 31, 2008, the four
term facilities, the delayed draw facility and the revolving
facility have been drawn in full. The margin for the term
facilities and delayed draw facility is 3.00% per annum (over
LIBOR or, in relation to any loan in euro, EURIBOR) and the
margin for the revolving facility is 2.50% per annum (over
EURIBOR or, in relation to any loan in Hungarian forints, BUBOR).
In addition to customary restrictive covenants, prepayment
requirements and events of default, including defaults on other
indebtedness of Chellomedia PFH and its subsidiaries, the
Chellomedia Bank Facility requires Chellomedia PFH to comply
with various financial covenants including (i) Total Net
Debt to Annualized EBITDA, (ii) Senior Net Debt to
Annualized EBITDA and (iii) EBITDA to Total Cash Interest
Payable, each capitalized term as defined in the Chellomedia
Bank Facility. The Chellomedia Bank Facility permits Chellomedia
PFH to transfer funds to its parent company (and indirectly to
LGI) through loans, dividends or other distributions provided
that Chellomedia PFH maintains compliance with applicable
covenants.
The Chellomedia Bank Facility is secured by pledges over
(i) the shares of Chellomedia PFH and certain of its
material subsidiaries and (ii) certain bank accounts and
intercompany loan receivables of Chellomedia PFHs
immediate parent company, Chellomedia PFH and certain of its
subsidiaries. The Chellomedia Bank Facility is also guaranteed
by Chellomedia PFHs immediate parent company, by
Chellomedia PFH (in respect of other obligors obligations)
and by certain of Chellomedia PFHs subsidiaries.
Liberty
Puerto Rico Bank Facility
On June 15, 2007, Liberty Puerto Rico refinanced its then
existing bank facility with a new senior secured bank credit
facility (the Liberty Puerto Rico Bank Facility). The Liberty
Puerto Rico Bank Facility provides for (i) a
$150 million amortizing term loan (the LPR Term Loan),
(ii) a $20 million delayed draw Senior Credit Facility
(the LPR Delayed Draw Term Loan) and (iii) a
$10 million revolving loan (the LPR Revolving Loan).
Borrowings under the Liberty Puerto Rico Bank Facility, to the
extent not already used to repay the amounts outstanding under
Liberty Puerto Ricos prior bank facility, may be used to
fund the general corporate and working capital requirements of
Liberty Puerto Rico. All amounts borrowed under the Liberty
Puerto Rico Bank Facility bear interest at a margin of 2.00%
over LIBOR. The LPR Revolving Loan has a final maturity in 2013
and the LPR Term Loan and LPR Delayed Draw Term Loan each have a
final maturity in 2014. The LPR Delayed Draw Term Loan was drawn
in full on November 7, 2007. The LPR Revolving Loan, which
was undrawn as of December 31, 2008, has a commitment fee
on undrawn balances of 0.5% per year.
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LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
In addition to customary restrictive covenants, prepayment
requirements and events of default, including defaults on other
indebtedness of Liberty Puerto Rico and its subsidiaries, the
Liberty Puerto Rico Bank Facility requires compliance with the
following financial covenants: (i) Net Debt to Annualized
EBITDA and (ii) Annualized EBITDA to Total Cash Interest
Charges, each capitalized term as defined in the Liberty Puerto
Rico Bank Facility. The Liberty Puerto Rico Bank Facility
permits Liberty Puerto Rico to transfer funds to its parent
company (and indirectly to LGI) through loans, dividends or
other distributions provided that Liberty Puerto Rico maintains
compliance with applicable covenants.
The Liberty Puerto Rico Bank Facility is secured by pledges over
(i) the Liberty Puerto Rico shares indirectly owned by our
company and (ii) certain other assets owned by Liberty
Puerto Rico. The Liberty Puerto Rico Bank Facility also requires
that Liberty Puerto Rico maintain a $10 million cash
collateral account to protect against losses in connection with
an uninsured casualty event. This cash collateral account is
reflected as long-term restricted cash in our consolidated
balance sheets.
Prior to June 15, 2007, Liberty Puerto Rico had a
$150 million seven-year amortizing term loan under an
amended and restated senior secured bank credit facility, which
also provided for a $10 million six-year revolving loan.
Borrowings under this credit facility bore interest at a margin
of 2.25% over LIBOR.
Borrowing
Secured by ABC Family Preferred Stock
Liberty Family Preferred, LLC (LFP LLC) was an entity in
which LGI held a 99.9% beneficial ownership interest. Prior to
August 2, 2007, LFP LLC owned 345,000 shares of ABC
Family Worldwide, Inc. (ABC Family) preferred stock.
On March 23, 2006, LFP LLC entered into a Loan and Pledge
Agreement with Deutsche Bank AG, which allowed LFP LLC to borrow
up to $345.0 million. On March 29, 2006, LFP LLC
borrowed the full available amount and received net proceeds of
$338.9 million ($345.0 million less prepaid interest
of $6.1 million). The net proceeds received by LFP LLC were
then loaned to LGI. The borrowing bore interest at three-month
LIBOR plus 2.1%. LFP LLC had pledged all 345,000 shares of
the ABC Family preferred stock as security for the borrowing.
On August 2, 2007, the ABC Family preferred stock was
redeemed and we used the resulting proceeds to repay in full the
related secured borrowings. No significant gain or loss was
recorded in connection with the repayment of the secured
borrowings. Subsequent to this transaction, LFP LLC was
dissolved.
Cablecom
Luxembourg Old Senior Notes
Prior to their redemption in 2007 and 2006 as described below,
the Cablecom Luxembourg Old Senior Notes were comprised of
(i) CHF 259.0 million ($242.4 million) principal
amount of Cablecom Luxembourg Series A Floating Rate Senior
Secured Notes due 2010 (the Cablecom Luxembourg Old
Series A CHF Notes), (ii) 157.9 million
($220.3 million) principal amount of Cablecom Luxembourg
Floating Rate Senior Secured Notes due 2010 (the Cablecom
Luxembourg Old Series A Euro Notes) and
335.7 million ($468.4 million) principal amount
of Cablecom Luxembourg Series B Floating Rate Senior
Secured Notes due 2012 (the Cablecom Luxembourg Old
Series B Euro Notes, and together with the Cablecom
Luxembourg Old Series A CHF Notes and Cablecom Luxembourg
Old Series A Euro Notes, the Cablecom Luxembourg Old
Floating Rate Notes) and (iii) 289.9 million
($404.5 million) principal amount of 9.375% Senior
Notes due 2014 (the Cablecom Luxembourg Old Fixed Rate Notes).
In connection with the October 2005 Cablecom acquisition, under
the terms of the Indentures for the Cablecom Luxembourg Old
Senior Notes, Cablecom Luxembourg was required to effect a
change of control offer (the Change of Control Offer) for the
Cablecom Luxembourg Old Senior Notes at 101% of their respective
principal amounts. Pursuant to the Change of Control Offer,
Cablecom Luxembourg on December 8, 2005 used CHF
268.7 million ($223.2 million at the transaction date)
of proceeds from the Facility A term loan under the Cablecom
Luxembourg
II-130
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Bank Facility to (i) purchase CHF 133.0 million
($101.7 million at the transaction date) of the Cablecom
Luxembourg Old Series A CHF Notes, (ii) purchase
42.8 million ($50.5 million at the transaction
date) of the Cablecom Luxembourg Old Series A Euro Notes,
(iii) purchase 40.0 million ($47.1 million
at the transaction date) principal amount of the Cablecom
Luxembourg Old Series B Euro Notes and (iv) fund the
costs and expenses of the Change of Control Offer. All of the
purchased amounts set forth above include principal, call
premium and accrued interest.
On January 20, 2006, Cablecom Luxembourg used the remaining
available proceeds from the Facility A and Facility B term loans
under the Cablecom Luxembourg Bank Facility to fund the
redemption of all of the Cablecom Luxembourg Old Floating Rate
Notes that were not tendered in the Change of Control Offer (the
Cablecom Old Note Redemption). The Cablecom Old Note Redemption
price paid was 102% of the respective principal amounts plus
accrued and unpaid interest through the Cablecom Old Note
Redemption date. We recognized a $7.6 million loss on the
extinguishment of the Cablecom Luxembourg Old Floating Rate
Notes during 2006, representing the difference between the
redemption and carrying amounts of the Cablecom Luxembourg Old
Floating Rate Notes at the date of the Cablecom Old Note
Redemption.
On April 16, 2007, Cablecom Luxembourg redeemed in full the
Cablecom Luxembourg Old Fixed Rate Notes at a redemption price
of 109.375% of the principal amount plus accrued interest
through the redemption date. The total amount of the redemption
of 330.7 million ($448.1 million at the
transaction date) was funded by an escrow account created in
October 2006 for the benefit of the holders of the Cablecom
Luxembourg Old Fixed Rate Notes (the Cablecom Luxembourg
Defeasance Account) in connection with the covenant defeasance
of such Notes. In connection with the redemption of the Cablecom
Luxembourg Old Fixed Rate Notes, Cablecom Luxembourg recognized
a gain on extinguishment of debt of $5.2 million,
representing the write-off of unamortized premium.
Pursuant to the terms of the LG Switzerland PIK Loan Facility
(see below), the redemption of the Cablecom Luxembourg Old Fixed
Rate Notes required the repayment of the LG Switzerland PIK Loan
Facility.
Cablecom
Luxembourg New Senior Notes
On October 31, 2006, Cablecom Luxembourg issued
300.0 million ($418.6 million) principal amount
of 8.0% Senior Notes due 2016 (the Cablecom Luxembourg New
Senior Notes) and the net proceeds from the sale of the Cablecom
Luxembourg New Senior Notes, together with available cash, were
placed into the Cablecom Luxembourg Defeasance Account, as
described above.
On April 17, 2007, the Cablecom Luxembourg New Senior Notes
became the direct obligation of UPC Holding on terms
substantially identical (other than as to interest, maturity and
redemption) to those governing UPC Holdings existing
Senior Notes due 2014.
Cablecom
Luxembourg Bank Facility
The Cablecom Luxembourg Bank Facility provided the terms and
conditions upon which (i) the lenders made available to
Cablecom Luxembourg two term loans (Facility A and
Facility B) in an aggregate principal amount not to
exceed CHF 1,330 million ($1,244.5 million).
The CHF 618 million ($578.3 million) Facility A
term loan was fully drawn at December 31, 2006. In January
2006, the then remaining availability under the Facility A
term loan was drawn to fund the Cablecom Old Note Redemption.
The interest rate applicable to the Facility A term loan
was equal to CHF LIBOR plus a margin of 2.50%. The
Facility B term loan, which was available to be drawn in
Swiss francs, U.S. dollars or euros up to an aggregate
principal amount equivalent to CHF 712 million
($666.2 million), was fully drawn at December 31,
2006. In connection with the January 2006 funding of the
Cablecom Old Note Redemption, the Facility B term loan was
drawn in full in the form of CHF 355.8 million
($277.3 million at the transaction date) and
229.1 million ($277.1 million at the transaction
date). The interest rate applicable to principal denominated in
Swiss francs under
II-131
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
the Facility B term loan was equal to CHF LIBOR plus a
margin of 2.75% to September 5, 2006 and thereafter 2.50%
plus, in each case, any mandatory costs. The interest rate
applicable to principal denominated in euros under the
Facility B term loan was equal to EURIBOR plus a margin of
2.50% plus any mandatory costs.
In connection with the above-described Cablecom Transfer, the
outstanding borrowings under the Cablecom Luxembourg Bank
Facility were repaid in full on April 16, 2007.
LG
Switzerland PIK Loan Facility
The 550 million ($667 million at the transaction
date), 9.5 year split-coupon floating LG Switzerland PIK
Loan Facility was executed on October 7, 2005. The LG
Switzerland PIK Loan Facility bore interest at a rate per annum
equal to (i) three-month EURIBOR (payable quarterly in
cash), plus (ii) a margin of 1.75% (payable quarterly in
cash), plus (iii) a PIK margin of 6.50% (to be capitalized
and added to principal at the end of each interest period or, at
the election of LG Switzerland, paid in cash). The net proceeds
received from the LG Switzerland PIK Loan Facility of
531.7 million ($647.8 million at the transaction
date), less 50 million ($60.9 million at the
transaction date) placed in escrow to secure cash interest
payments, were used to finance the Cablecom acquisition.
In connection with the above-described Cablecom Transfer, the
outstanding borrowings under the LG Switzerland PIK Loan
Facility were repaid in full on April 16, 2007.
Maturities
of Debt and Capital Lease Obligations
Maturities of our debt and capital lease obligations for the
indicated periods are presented below for the named entity and
its subsidiaries, unless otherwise noted. Amounts presented
below represent U.S. dollar equivalents based on
December 31, 2008 exchange rates:
Debt:
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|
|
|
|
UPC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(excluding
|
|
|
VTR
|
|
|
Telenet
|
|
|
J:COM
|
|
|
Austar
|
|
|
|
|
|
|
|
|
|
VTR) (a)
|
|
|
debt (b)
|
|
|
debt
|
|
|
debt
|
|
|
debt
|
|
|
Other (c)
|
|
|
Total
|
|
|
|
in millions
|
|
|
Year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
$
|
10.6
|
|
|
$
|
4.7
|
|
|
$
|
|
|
|
$
|
204.3
|
|
|
$
|
|
|
|
$
|
94.5
|
|
|
$
|
314.1
|
|
2010
|
|
|
1.3
|
|
|
|
4.7
|
|
|
|
|
|
|
|
378.4
|
|
|
|
|
|
|
|
5.1
|
|
|
|
389.5
|
|
2011
|
|
|
0.2
|
|
|
|
4.7
|
|
|
|
|
|
|
|
212.0
|
|
|
|
158.5
|
|
|
|
702.9
|
|
|
|
1,078.3
|
|
2012
|
|
|
914.1
|
|
|
|
4.7
|
|
|
|
739.5
|
|
|
|
204.9
|
|
|
|
87.2
|
|
|
|
866.2
|
|
|
|
2,816.6
|
|
2013
|
|
|
1,698.0
|
|
|
|
4.7
|
|
|
|
286.0
|
|
|
|
769.7
|
|
|
|
352.3
|
|
|
|
258.1
|
|
|
|
3,368.8
|
|
Thereafter
|
|
|
7,746.2
|
|
|
|
442.0
|
|
|
|
1,803.9
|
|
|
|
312.8
|
|
|
|
|
|
|
|
1,223.6
|
|
|
|
11,528.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt maturities
|
|
|
10,370.4
|
|
|
|
465.5
|
|
|
|
2,829.4
|
|
|
|
2,082.1
|
|
|
|
598.0
|
|
|
|
3,150.4
|
|
|
|
19,495.8
|
|
Net embedded equity derivative, fair value adjustment and
unamortized discount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(165.4
|
)
|
|
|
(165.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
$
|
10,370.4
|
|
|
$
|
465.5
|
|
|
$
|
2,829.4
|
|
|
$
|
2,082.1
|
|
|
$
|
598.0
|
|
|
$
|
2,985.0
|
|
|
$
|
19,330.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion
|
|
$
|
10.6
|
|
|
$
|
4.7
|
|
|
$
|
|
|
|
$
|
204.3
|
|
|
$
|
|
|
|
$
|
51.5
|
|
|
$
|
271.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent portion
|
|
$
|
10,359.8
|
|
|
$
|
460.8
|
|
|
$
|
2,829.4
|
|
|
$
|
1,877.8
|
|
|
$
|
598.0
|
|
|
$
|
2,933.5
|
|
|
$
|
19,059.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-132
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
(a) |
|
The final maturity date for Facilities M and N of the UPC
Broadband Holding Bank Facility is the earlier of
(i) December 31, 2014 or (ii) October 17,
2013, the date falling 90 days prior to the date on which
UPC Holdings existing Senior Notes due 2014 fall due if
such Senior Notes have not been repaid, refinanced or redeemed
prior to that date. For purposes of this table, we have assumed
that the 800 million ($1,116.2 million)
principal amount of Senior Notes due 2014 will be repaid,
refinanced or redeemed prior to October 17, 2013 and that
Facilities M and N will be repaid on December 31, 2014. |
|
(b) |
|
Amounts represent borrowings under the VTR Credit Facility, for
which the source of repayment is expected to be the related cash
collateral account. |
|
(c) |
|
The 2009 amount includes $89.3 million of borrowings under
the News Corp. Forward, for which the source of repayment is
expected to be the underlying shares of News Corp. common stock
that our held by our company. The 2011 amount includes the
500.0 million ($697.6 million) principal amount
outstanding under the UGC Convertible Notes. Although the final
maturity date of the UGC Convertible Notes is April 15,
2024, holders have the right to tender all or part of their UGC
Convertible Notes for purchase by UGC on April 15, 2011,
April 15, 2014 and April 15, 2019, for a purchase
price in euros equal to 100% of the principal amount. |
Capital
lease obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J:COM
|
|
|
Telenet (a)
|
|
|
Other
|
|
|
Total
|
|
|
|
in millions
|
|
|
Year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
$
|
220.6
|
|
|
$
|
67.9
|
|
|
$
|
5.1
|
|
|
$
|
293.6
|
|
2010
|
|
|
195.8
|
|
|
|
60.8
|
|
|
|
4.1
|
|
|
|
260.7
|
|
2011
|
|
|
149.5
|
|
|
|
58.8
|
|
|
|
3.7
|
|
|
|
212.0
|
|
2012
|
|
|
106.6
|
|
|
|
56.6
|
|
|
|
3.3
|
|
|
|
166.5
|
|
2013
|
|
|
57.7
|
|
|
|
52.9
|
|
|
|
2.8
|
|
|
|
113.4
|
|
Thereafter
|
|
|
15.4
|
|
|
|
344.2
|
|
|
|
30.8
|
|
|
|
390.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
745.6
|
|
|
|
641.2
|
|
|
|
49.8
|
|
|
|
1,436.6
|
|
Less: amount representing interest
|
|
|
(41.4
|
)
|
|
|
(203.2
|
)
|
|
|
(19.5
|
)
|
|
|
(264.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of net minimum lease payments
|
|
$
|
704.2
|
|
|
$
|
438.0
|
|
|
$
|
30.3
|
|
|
$
|
1,172.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion
|
|
$
|
203.4
|
|
|
$
|
35.5
|
|
|
$
|
3.0
|
|
|
$
|
241.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent portion
|
|
$
|
500.8
|
|
|
$
|
402.5
|
|
|
$
|
27.3
|
|
|
$
|
930.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes Telenets capital lease obligations to the PICs,
as described in note 4. |
Non-cash
Refinancing Transactions
During 2008, 2007 and 2006, we completed certain refinancing
transactions that resulted in non-cash borrowings and repayments
of debt aggregating $389.0 million, $7,019.9 million
and $4,210.5 million, respectively.
|
|
(11)
|
Deferred
Construction and Maintenance Revenue
|
J:COM and its subsidiaries provide rebroadcasting services to
noncable television viewers who receive poor reception of
broadcast television signals as a result of obstacles that have
been constructed by third parties. J:COM and its subsidiaries
enter into agreements with these third parties, whereby J:COM
receives up-front compensation
II-133
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
to construct and maintain cable facilities to provide
rebroadcasting services to the affected viewers at no cost to
the viewers during the agreement period. Revenue from these
agreements has been deferred and is being recognized on a
straight-line basis over periods (generally 20 years) that
are consistent with the durations of the underlying agreements.
During 2008, 2007 and 2006, J:COM recognized revenue under these
arrangements totaling $57.9 million, $47.6 million and
$37.5 million, respectively. Deferred revenue recorded
under these arrangements is included in our current and
long-term liabilities as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Current liabilities Deferred revenue and advance
payments from subscribers and others
|
|
$
|
59.1
|
|
|
$
|
36.3
|
|
Other long-term liabilities
|
|
|
722.0
|
|
|
|
484.8
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
781.1
|
|
|
$
|
521.1
|
|
|
|
|
|
|
|
|
|
|
LGI files consolidated tax returns in the U.S. The income
taxes of domestic and foreign subsidiaries not included within
the consolidated U.S. tax group are presented in our
financial statements based on a separate return basis for each
tax-paying entity or group.
Income tax benefit (expense) consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Deferred
|
|
|
Total
|
|
|
|
in millions
|
|
|
Year ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(2.3
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
(27.7
|
)
|
State and local
|
|
|
(1.0
|
)
|
|
|
(1.7
|
)
|
|
|
(2.7
|
)
|
Foreign
|
|
|
(200.3
|
)
|
|
|
(204.1
|
)
|
|
|
(404.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(203.6
|
)
|
|
$
|
(231.2
|
)
|
|
$
|
(434.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
33.4
|
|
|
$
|
(84.3
|
)
|
|
$
|
(50.9
|
)
|
State and local
|
|
|
1.7
|
|
|
|
(4.4
|
)
|
|
|
(2.7
|
)
|
Foreign
|
|
|
(138.1
|
)
|
|
|
(41.4
|
)
|
|
|
(179.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(103.0
|
)
|
|
$
|
(130.1
|
)
|
|
$
|
(233.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(28.2
|
)
|
|
$
|
58.6
|
|
|
$
|
30.4
|
|
State and local
|
|
|
(2.2
|
)
|
|
|
3.1
|
|
|
|
0.9
|
|
Foreign
|
|
|
(62.3
|
)
|
|
|
38.9
|
|
|
|
(23.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(92.7
|
)
|
|
$
|
100.6
|
|
|
$
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-134
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Income tax benefit (expense) attributable to our companys
earnings (loss) before taxes, minority interest and discontinued
operations differs from the amounts computed by applying the
U.S. federal income tax rate of 35%, as a result of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Computed expected tax benefit (expense)
|
|
$
|
58.5
|
|
|
$
|
(17.4
|
)
|
|
$
|
59.6
|
|
Change in valuation allowance
|
|
|
(190.1
|
)
|
|
|
(1.8
|
)
|
|
|
119.7
|
|
International rate differences
|
|
|
(125.5
|
)
|
|
|
(50.0
|
)
|
|
|
(41.1
|
)
|
Non-deductible interest and other expenses
|
|
|
(65.1
|
)
|
|
|
(64.2
|
)
|
|
|
(15.6
|
)
|
Change in tax status of foreign consolidated subsidiary
|
|
|
(30.2
|
)
|
|
|
|
|
|
|
|
|
Differences in the treatment of items associated with
investments in subsidiaries and affiliates
|
|
|
(28.7
|
)
|
|
|
42.9
|
|
|
|
(23.9
|
)
|
Impairment and write-off of goodwill
|
|
|
(22.8
|
)
|
|
|
(35.3
|
)
|
|
|
|
|
Enacted tax law and rate changes
|
|
|
(19.8
|
)
|
|
|
(69.2
|
)
|
|
|
(65.1
|
)
|
Foreign taxes
|
|
|
(9.7
|
)
|
|
|
(15.8
|
)
|
|
|
(6.8
|
)
|
Non-deductible or non-taxable foreign currency exchange results
|
|
|
7.4
|
|
|
|
7.9
|
|
|
|
(18.3
|
)
|
Non-deductible provisions for litigation
|
|
|
(2.1
|
)
|
|
|
(59.9
|
)
|
|
|
|
|
State and local income taxes, net of federal income taxes
|
|
|
(1.8
|
)
|
|
|
(1.7
|
)
|
|
|
0.6
|
|
Recognition of previously unrecognized tax benefits
|
|
|
|
|
|
|
34.6
|
|
|
|
|
|
Other, net
|
|
|
(4.9
|
)
|
|
|
(3.2
|
)
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(434.8
|
)
|
|
$
|
(233.1
|
)
|
|
$
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The current and non-current components of our deferred tax
assets (liabilities) are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Current deferred tax assets
|
|
$
|
280.8
|
|
|
$
|
319.1
|
|
Non-current deferred tax assets
|
|
|
212.3
|
|
|
|
301.5
|
|
Current deferred tax liabilities
|
|
|
(9.1
|
)
|
|
|
(6.4
|
)
|
Non-current deferred tax liabilities
|
|
|
(902.7
|
)
|
|
|
(743.7
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability
|
|
$
|
(418.7
|
)
|
|
$
|
(129.5
|
)
|
|
|
|
|
|
|
|
|
|
II-135
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax
liabilities are presented below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss and other carryforwards
|
|
$
|
2,673.0
|
|
|
$
|
3,145.6
|
|
Debt
|
|
|
428.3
|
|
|
|
344.7
|
|
Deferred revenue
|
|
|
261.6
|
|
|
|
174.8
|
|
Property and equipment, net
|
|
|
57.7
|
|
|
|
102.7
|
|
Stock-based compensation
|
|
|
69.6
|
|
|
|
41.2
|
|
Derivative instruments
|
|
|
64.2
|
|
|
|
23.3
|
|
Other future deductible amounts
|
|
|
282.8
|
|
|
|
230.2
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
3,837.2
|
|
|
|
4,062.5
|
|
Valuation allowance
|
|
|
(2,053.0
|
)
|
|
|
(2,345.6
|
)
|
|
|
|
|
|
|
|
|
|
Deferred tax assets, net of valuation allowance
|
|
|
1,784.2
|
|
|
|
1,716.9
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
(701.7
|
)
|
|
|
(715.0
|
)
|
Property and equipment
|
|
|
(549.1
|
)
|
|
|
(369.6
|
)
|
Investments
|
|
|
(377.9
|
)
|
|
|
(399.2
|
)
|
Derivative instruments
|
|
|
(241.9
|
)
|
|
|
(81.2
|
)
|
Other future taxable amounts
|
|
|
(332.3
|
)
|
|
|
(281.4
|
)
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
(2,202.9
|
)
|
|
|
(1,846.4
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability
|
|
$
|
(418.7
|
)
|
|
$
|
(129.5
|
)
|
|
|
|
|
|
|
|
|
|
Our deferred income tax valuation allowance decreased
$292.6 million in 2008. This decrease reflects the net
effect of (i) net tax expense recorded in our consolidated
statement of operations of $190.1 million,
(ii) acquisitions and similar transactions,
(iii) foreign currency translation adjustments,
(iv) valuation allowances released to goodwill and
(v) other.
II-136
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The significant components of our tax loss carryforwards and
related tax assets at December 31, 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax loss
|
|
|
Related tax
|
|
|
Expiration
|
Country
|
|
carryforward
|
|
|
asset
|
|
|
date
|
|
|
in millions
|
|
|
|
|
The Netherlands
|
|
$
|
4,364.3
|
|
|
$
|
1,112.9
|
|
|
2012-2017
|
Switzerland
|
|
|
1,353.0
|
|
|
|
293.3
|
|
|
2009-2013
|
Belgium
|
|
|
1,014.5
|
|
|
|
344.8
|
|
|
Indefinite
|
Luxembourg
|
|
|
868.1
|
|
|
|
248.2
|
|
|
Indefinite
|
France
|
|
|
771.9
|
|
|
|
265.7
|
|
|
Indefinite
|
Australia
|
|
|
451.2
|
|
|
|
135.3
|
|
|
Indefinite
|
Ireland
|
|
|
448.6
|
|
|
|
56.1
|
|
|
Indefinite
|
United States
|
|
|
199.9
|
|
|
|
71.9
|
|
|
2012-2027
|
Austria
|
|
|
167.6
|
|
|
|
41.9
|
|
|
Indefinite
|
Japan
|
|
|
117.8
|
|
|
|
48.0
|
|
|
2009-2015
|
Chile
|
|
|
111.5
|
|
|
|
19.0
|
|
|
Indefinite
|
Romania
|
|
|
55.9
|
|
|
|
8.9
|
|
|
2010-2013
|
Hungary
|
|
|
43.8
|
|
|
|
7.3
|
|
|
Indefinite
|
Puerto Rico
|
|
|
23.7
|
|
|
|
9.2
|
|
|
2011-2014
|
Poland
|
|
|
8.2
|
|
|
|
1.6
|
|
|
2009
|
Other
|
|
|
35.7
|
|
|
|
8.9
|
|
|
Various
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,035.7
|
|
|
$
|
2,673.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating losses arising from the deduction of stock-based
compensation are not included in the above table. These net
operating losses, which aggregated $55.6 million at
December 31, 2008, will not be recognized for financial
reporting purposes until such time as these tax benefits can be
realized as a reduction of income taxes payable.
Our tax loss carryforwards within each jurisdiction combine all
companies tax losses (both capital and ordinary losses) in
that jurisdiction, however, certain tax jurisdictions limit the
ability to offset taxable income of a separate company or
different tax group with the tax losses associated with another
separate company or group. Some losses are limited in use due to
change in control or same business tests. We intend to
indefinitely reinvest earnings from certain foreign operations
except to the extent the earnings are subject to current
U.S. income taxes. At December 31, 2008, U.S. and
non-U.S. income
and withholding taxes for which a deferred tax liability might
otherwise be required have not been provided on an estimated
$2.5 billion of cumulative temporary differences
(including, for this purpose, any difference between the tax
basis in stock of a consolidated subsidiary and the amount of
the subsidiarys net equity determined for financial
reporting purposes) related to investments in foreign
subsidiaries. The determination of the additional U.S. and
non-U.S. income
and withholding tax that would arise upon a reversal of the
temporary differences is subject to offset by available foreign
tax credits, subject to certain limitations, and it is
impractical to estimate the amount of income and withholding tax
that might be payable.
Because we have controlling interests in subsidiaries that do
business in foreign countries, such subsidiaries are considered
to be controlled foreign corporations (CFCs) under
U.S. tax law. In general, our pro rata share of certain
income earned by these subsidiaries that are CFCs during a
taxable year when such subsidiaries have positive current or
accumulated earnings and profits will be included in our income
to the extent of the earnings and profits when the income is
earned, regardless of whether the income is distributed to us.
The income, often referred
II-137
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
to as Subpart F income, generally includes, but
is not limited to, such items as interest, dividends, royalties,
gains from the disposition of certain property, certain exchange
gains in excess of exchange losses, and certain related party
sales and services income.
In addition, a U.S. corporation that is a shareholder in a
CFC may be required to include in its income its pro rata share
of the CFCs increase in the average adjusted tax basis of
any investment in U.S. property (including intercompany
receivables from U.S. entities) held by a wholly- or
majority-owned CFC to the extent that the CFC has positive
current or accumulated earnings and profits. This is the case
even though the U.S. corporation may not have received any
actual cash distributions from the CFC.
In general, a U.S. corporation may claim a foreign tax
credit against its U.S. federal income tax expense for
foreign income taxes paid or accrued. A U.S. corporation
may also claim a credit for foreign income taxes paid or accrued
on the earnings of a foreign corporation paid to the
U.S. corporation as a dividend.
Our ability to claim a foreign tax credit for dividends received
from our foreign subsidiaries or foreign taxes paid or accrued
is subject to various significant limitations under
U.S. tax laws including a limited carry back and carry
forward period. Some of our operating companies are located in
countries with which the United States does not have income tax
treaties. Because we lack treaty protection in these countries,
we may be subject to high rates of withholding taxes on
distributions and other payments from these operating companies
and may be subject to double taxation on our income. Limitations
on the ability to claim a foreign tax credit, lack of treaty
protection in some countries, and the inability to offset losses
in one foreign jurisdiction against income earned in another
foreign jurisdiction could result in a high effective
U.S. federal tax rate on our earnings. Since substantially
all of our revenue is generated abroad, including in
jurisdictions that do not have tax treaties with the U.S., these
risks are proportionately greater for us than for companies that
generate most of their revenue in the U.S. or in
jurisdictions that have these treaties.
Through our subsidiaries, we maintain a presence in many foreign
countries. Many of these countries maintain highly complex tax
regimes that differ significantly from the system of income
taxation used in the United States. We have accounted for the
effect of foreign taxes based on what we believe is reasonably
expected to apply to us and our subsidiaries based on tax laws
currently in effect or reasonable interpretations of these laws.
Because some foreign jurisdictions do not have systems of
taxation that are as well established as the system of income
taxation used in the United States or tax regimes used in other
major industrialized countries, it may be difficult to
anticipate how foreign jurisdictions will tax our and our
subsidiaries current and future operations.
Although we intend to take reasonable tax planning measures to
limit our tax exposures, there can be no assurance we will be
able to do so.
We and our subsidiaries file various consolidated and stand
alone income tax returns in U.S. federal and state
jurisdictions, and in various foreign jurisdictions. In the
normal course of business, our income tax filings are subject to
review by various taxing authorities. In connection with such
reviews, disputes could arise with the taxing authorities over
the interpretation or application of certain income tax rules
related to our business in that tax jurisdiction. Such disputes
may result in future tax and interest assessments by these
taxing authorities. The ultimate resolution of tax contingencies
will take place upon the earlier of (i) the settlement date
with the applicable taxing authorities in either cash or
agreement of income tax positions or (ii) the date when the
tax authorities are statutorily prohibited from adjusting the
companys tax computations.
With a few exceptions in certain foreign jurisdictions, tax
returns filed by our company or our subsidiaries for years prior
to 2003 are no longer subject to examination by tax authorities.
During 2008, the Internal Revenue Service (IRS) commenced
examinations of most of the U.S. federal income tax returns
that we or our domestic subsidiaries filed for the 2005 and 2006
tax years. Most of these audits are anticipated to be completed
in 2009. Certain of our foreign subsidiaries are also currently
involved in income tax examinations in various foreign
jurisdictions in which we operate, including Argentina (2001
through 2007), Chile (2002), Puerto Rico (2003),
II-138
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Austria (2004 through 2006), UK (2005 and 2006), Romania (2007),
and Switzerland (2006 and 2007). Any adjustments that might
arise from the foregoing examinations are not expected to have a
material impact on our consolidated financial position or
results of operations. The changes in our unrecognized tax
benefits during 2008 are summarized below (in millions):
|
|
|
|
|
Balance at January 1, 2008
|
|
$
|
570.0
|
|
Additions based on tax positions related to the current year
|
|
|
72.9
|
|
Additions for tax positions of prior years
|
|
|
86.3
|
|
Reductions for tax positions of prior years
|
|
|
(342.7
|
)
|
Lapse of statute of limitations
|
|
|
(1.6
|
)
|
Currency translation
|
|
|
39.7
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
$
|
424.6
|
|
|
|
|
|
|
No assurance can be given that any of these tax benefits will be
recognized or realized.
As of December 31, 2008, our unrecognized tax benefits
included $391.5 million of tax benefits that would have a
favorable impact on our effective income tax rate if ultimately
recognized, after considering amounts that we would expect to be
offset by valuation allowances.
During 2009, it is reasonably possible that the resolution of
currently ongoing examinations by tax authorities could result
in changes to our unrecognized tax benefits related to tax
positions taken as of December 31, 2008. We do not expect
that any such changes will have a material impact on our
unrecognized tax benefits. No assurance can be given as to the
nature or impact of changes in our unrecognized tax positions
during 2009.
During 2008, 2007, and 2006, we recognized income tax expense
(benefit) of $13.6 million, ($3.9 million), and
$9.8 million, respectively, representing the net accrual
(release) of interest and penalties during the period. In
addition, our other long-term liabilities include accrued
interest and penalties of $25.9 million at
December 31, 2008.
|
|
(13)
|
Stockholders
Equity
|
Capitalization
Our authorized capital stock consists of
(i) 1,050,000,000 shares of common stock, par value
$.01 per share, of which 500,000,000 shares are designated
LGI Series A common stock, 50,000,000 shares are
designated LGI Series B common stock and
500,000,000 shares are designated LGI Series C common
stock and (ii) 50,000,000 shares of LGI preferred
stock, par value $.01 per share. LGIs restated certificate
of incorporation authorizes the board of directors to authorize
the issuance of one or more series of preferred stock.
Under LGIs restated certificate of incorporation, holders
of LGI Series A common stock are entitled to one vote for
each share of such stock held, and holders of LGI Series B
common stock are entitled to 10 votes for each share of such
stock held, on all matters submitted to a vote of LGI
stockholders at any annual or special meeting. Holders of LGI
Series C common stock are not entitled to any voting
powers, except as required by Delaware law (in which case
holders of LGI Series C common stock are entitled to
1/100th of a vote per share).
Each share of LGI Series B common stock is convertible into
one share of LGI Series A common stock. One share of LGI
Series A common stock is reserved for issuance for each
share of LGI Series B common stock that is either issued or
subject to future issuance pursuant to outstanding stock
options. At December 31, 2008, there were
(i) 5,435,145, 3,066,716 and 8,353,012 shares of LGI
Series A, Series B and Series C common stock,
respectively, reserved for issuance pursuant to outstanding
stock options, (ii) 3,958,980 and 3,993,297 shares of
LGI Series A and Series C common stock, respectively,
reserved for issuance pursuant to outstanding SARs,
(iii) 11,159,319 and
II-139
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
11,044,375 shares of LGI Series A and Series C
common stock, respectively, reserved for issuance upon
conversion of the UGC Convertible Notes and (iv) 434,034
and 434,011 shares of LGI Series A and Series C
common stock, respectively, reserved for issuance pursuant to
outstanding restricted stock units. In addition to these
amounts, one share of LGI Series A common stock is reserved
for issuance for each share of LGI Series B common stock
that is either issued (7,191,210 shares) or subject to
future issuance pursuant to outstanding stock options
(3,066,716 shares).
Subject to any preferential rights of any outstanding series of
our preferred stock, the holders of LGI Series A,
Series B and Series C common stock will be entitled to
such dividends as may be declared from time to time by our board
from funds available therefor. Except with respect to certain
share distributions, whenever a dividend is paid to the holder
of one of our series of common stock, we shall also pay to the
holders of the other series of our common stock an equal per
share dividend. There are currently no restrictions on our
ability to pay dividends in cash or stock.
In the event of our liquidation, dissolution and winding up,
after payment or provision for payment of our debts and
liabilities and subject to the prior payment in full of any
preferential amounts to which our preferred stockholders may be
entitled, the holders of LGI Series A, Series B and
Series C common stock will share equally, on a share for
share basis, in our assets remaining for distribution to the
holders of LGI common stock.
Stock
Repurchases
During 2008, 2007 and 2006, our board of directors authorized
various stock repurchase programs. Under these plans, we were
authorized to acquire the specified amount of our LGI
Series A and Series C common stock from time to time
through open market transactions or privately negotiated
transactions, which may include derivative transactions. The
timing of the repurchase of shares pursuant to these programs,
which may be suspended or discontinued at any time, depends on a
variety of factors, including market conditions. At
December 31, 2008, the remaining amount authorized under
our current stock repurchase plan was $94.8 million.
Subsequent to December 31, 2008, we acquired
6,216,300 shares of our LGI Series C common stock at a
weighted average price of $15.11, for an aggregate purchase
price of $93.9 million, including direct acquisition costs.
As of February 23, 2009, the remaining authorized amount
under our current stock repurchase plan was $1.0 million.
In addition to the share repurchase programs described above, we
completed five separate modified Dutch auction self-tender
offers during 2007 and 2006.
II-140
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The following table provides details of our stock repurchases
during 2008, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI Series A common stock
|
|
|
LGI Series C common stock
|
|
|
|
|
|
|
Shares
|
|
|
Average price
|
|
|
Shares
|
|
|
Average price
|
|
|
|
|
Purchase date
|
|
purchased
|
|
|
paid per share (a)
|
|
|
purchased
|
|
|
paid per share (a)
|
|
|
Total (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
|
Stock purchased pursuant to repurchase programs during:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
39,065,387
|
|
|
$
|
30.24
|
|
|
|
35,084,656
|
|
|
$
|
29.52
|
|
|
$
|
2,217.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
5,469,397
|
|
|
$
|
38.57
|
|
|
|
11,361,890
|
|
|
$
|
37.06
|
|
|
$
|
632.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2,698,558
|
|
|
$
|
21.85
|
|
|
|
9,706,682
|
|
|
$
|
20.04
|
|
|
$
|
253.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock purchased pursuant to modified Dutch auction self-tender
offers (b):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 17, 2007
|
|
|
5,682,000
|
|
|
$
|
43.09
|
|
|
|
9,510,517
|
|
|
$
|
40.09
|
|
|
$
|
626.1
|
|
April 25, 2007
|
|
|
7,882,862
|
|
|
|
35.21
|
|
|
|
724,183
|
|
|
|
32.86
|
|
|
|
301.4
|
|
January 10, 2007
|
|
|
5,084,746
|
|
|
|
29.66
|
|
|
|
5,246,590
|
|
|
|
28.74
|
|
|
|
301.6
|
|
September 15, 2006
|
|
|
20,000,000
|
|
|
|
25.04
|
|
|
|
20,534,000
|
|
|
|
24.39
|
|
|
|
1,001.8
|
|
June 21, 2006
|
|
|
10,000,000
|
|
|
|
25.08
|
|
|
|
10,288,066
|
|
|
|
24.38
|
|
|
|
501.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pursuant to self-tender offers
|
|
|
48,649,608
|
|
|
$
|
29.29
|
|
|
|
46,303,356
|
|
|
$
|
28.24
|
|
|
$
|
2,732.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchases (including purchases pursuant to self-tender
offers) during:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
39,065,387
|
|
|
$
|
30.24
|
|
|
|
35,084,656
|
|
|
$
|
29.52
|
|
|
$
|
2,217.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
24,119,005
|
|
|
$
|
36.66
|
|
|
|
26,843,180
|
|
|
$
|
36.39
|
|
|
$
|
1,861.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
32,698,558
|
|
|
$
|
24.79
|
|
|
|
40,528,748
|
|
|
$
|
23.35
|
|
|
$
|
1,756.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes direct acquisition costs. |
|
(b) |
|
Shares purchased pursuant to the self-tender offers were not
applied against the authorized amounts of our stock repurchase
programs. |
Subsidiaries
Equity
Austar
On April 1, 2008, Austar issued 54,025,795 ordinary shares
upon the vesting of certain Class B shares that were
originally issued pursuant to an executive compensation plan.
Proceeds of AUD 7.5 million ($7.1 million at the
average rate for the period) were received by Austar in
conjunction with the repayment of the shareholders loans
associated with the Class B shares. Subsequently, on
May 13, 2008, 12,200,000 of these newly issued ordinary
shares were purchased by another LGI subsidiary for aggregate
cash consideration of AUD 15.3 million ($14.4 million
at the transaction date). Also, Austar paid aggregate cash
consideration of AUD 55.0 million ($51.9 million at
the average rate for the period) to repurchase 46,303,184 of its
ordinary shares from public shareholders during the
II-141
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
second quarter of 2008 pursuant to a stock repurchase plan. As a
result of the foregoing transactions, LGIs indirect
ownership interest in Austar increased from 53.4% to 54.0%, and
we recorded an increase to our goodwill of $50.6 million
and a decrease to our additional paid-in capital of
$8.6 million.
In connection with our December 2005 acquisition of a
controlling interest in Austar, we recorded the minority
interests share of Austars stockholders
deficit at the acquisition date as a decrease to our additional
paid-in capital. With the exception of a period during the first
three quarters of 2007 when Austar reported stockholders
equity and we recorded the minority interests share of
Austars equity movements as adjustments of minority
interests in subsidiaries in our consolidated balance sheet, we
have recorded all subsequent changes in the minority
interests share of Austars equity movements as
adjustments to our additional paid-in capital.
On November 1, 2007, Austar distributed AUD
299.9 million ($274.8 million at the transaction date)
to its shareholders. Our share of this capital distribution was
AUD 160.1 million ($146.7 million at the transaction
date). On September 20, 2006, Austar distributed AUD
201.6 million ($151.7 million at the transaction date)
to its shareholders. Our share of this capital distribution was
AUD 107.2 million ($80.7 million at the transaction
date). The minority interest owners share of these 2007
and 2006 capital distributions of AUD 124.5 million
($114.1 million at the transaction date) and AUD
94.4 million ($71.0 million at the transaction date),
respectively, has been reflected as a reduction of additional
paid-in capital in our consolidated statements of
stockholders equity.
Telenet
On November 19, 2007, Telenet commenced the distribution of
655.9 million ($961.6 million at the transaction
date) to its shareholders. Our share of this capital
distribution was 335.2 million ($491.4 million
at the transaction date).
Other
During 2008, 2007 and 2006, we recorded adjustments to
additional paid-in capital associated with the dilution of our
ownership interests in, and the equity transactions of, certain
of our subsidiaries and affiliates.
Restricted
Net Assets
At December 31, 2008, substantially all of our net assets
were attributable to subsidiaries that have borrowed funds under
their respective debt facilities. The terms of these facilities
may restrict our ability to access the assets of these
subsidiaries.
II-142
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
(14)
|
Stock
Incentive Awards
|
As discussed in note 3, our stock-based compensation
expense is based on the stock incentive awards held by our and
our subsidiaries employees, including stock incentive
awards related to LGI shares and the shares of certain of our
other subsidiaries. The following table summarizes our
stock-based compensation expense for the indicated periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
LGI Series A, Series B and Series C common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI performance plans (a)
|
|
$
|
94.4
|
|
|
$
|
108.2
|
|
|
$
|
|
|
Stock options, SARs, restricted stock and restricted stock units
|
|
|
44.0
|
|
|
|
47.3
|
|
|
|
58.0
|
|
Restricted shares of LGI and Zonemedia Enterprises Ltd.
(Zonemedia) (b)
|
|
|
|
|
|
|
16.2
|
|
|
|
7.1
|
|
Austar Performance Plan
|
|
|
16.0
|
|
|
|
9.5
|
|
|
|
|
|
Other
|
|
|
(0.9
|
)
|
|
|
12.2
|
|
|
|
4.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
153.5
|
|
|
$
|
193.4
|
|
|
$
|
70.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense
|
|
$
|
9.7
|
|
|
$
|
12.2
|
|
|
$
|
7.0
|
|
SG&A expense
|
|
|
143.8
|
|
|
|
181.2
|
|
|
|
63.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
153.5
|
|
|
$
|
193.4
|
|
|
$
|
70.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Amounts relate primarily to the LGI Performance Plans described
below. |
|
(b) |
|
These restricted shares were issued in connection with our
January 2005 acquisition of Zonemedia. The 2007 amount includes
$12.8 million of stock-based compensation that was
recognized on an accelerated basis in connection with the third
quarter 2007 execution of certain agreements between a
subsidiary of Chellomedia and the holders of these restricted
shares. No further compensation expense will be recognized in
connection with these restricted stock awards. |
The following table provides certain information related to
stock-based compensation not yet recognized as of
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
LGI Series A,
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B and
|
|
|
|
|
|
|
|
|
SARs on
|
|
|
|
Series C
|
|
|
LGI
|
|
|
Austar
|
|
|
VTR
|
|
|
|
common
|
|
|
performance
|
|
|
Performance
|
|
|
common
|
|
|
|
stock (a)
|
|
|
plans (b)
|
|
|
Plan (c)
|
|
|
stock (d)
|
|
|
Total compensation expense not yet recognized (in millions)
|
|
$
|
74.6
|
|
|
$
|
135.3
|
|
|
$
|
16.7
|
|
|
$
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average period remaining for expense recognition
(in years)
|
|
|
2.5
|
|
|
|
2.8
|
|
|
|
2.8
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Amounts relate to the LGI incentive plans (including the
Transitional Plan) and the UGC incentive plans described below. |
|
(b) |
|
Amounts relate primarily to the LGI Performance Plans described
below. |
|
(c) |
|
Amounts relate to the Austar Performance Plan described below. |
|
(d) |
|
Amounts relate to the incentive plan of VTR described below. |
II-143
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The following table summarizes certain information related to
the incentive awards granted and exercised pursuant to the LGI
and UGC incentive plans described below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
LGI Series A, Series B and Series C common
stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions used to estimate fair value of awards granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
2.48 3.96%
|
|
|
|
4.56 5.02%
|
|
|
|
4.58 5.20%
|
|
Expected life
|
|
|
4.5 6.0 years
|
|
|
|
4.5 6.0 years
|
|
|
|
4.5 6.0 years
|
|
Expected volatility
|
|
|
24.0 43.0%
|
|
|
|
22.40 25.20%
|
|
|
|
24.80 29.60%
|
|
Expected dividend yield
|
|
|
none
|
|
|
|
none
|
|
|
|
none
|
|
Weighted average grant-date fair value per share of awards
granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
$
|
10.23
|
|
|
$
|
10.69
|
|
|
$
|
6.52
|
|
SARs
|
|
$
|
9.84
|
|
|
$
|
10.19
|
|
|
$
|
6.36
|
|
Restricted stock
|
|
$
|
35.42
|
|
|
$
|
36.46
|
|
|
$
|
20.28
|
|
Total intrinsic value of awards exercised (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
$
|
12.1
|
|
|
$
|
44.4
|
|
|
$
|
10.9
|
|
SARs
|
|
$
|
28.2
|
|
|
$
|
75.0
|
|
|
$
|
22.4
|
|
Cash received from exercise of options (in millions):
|
|
$
|
17.9
|
|
|
$
|
42.9
|
|
|
$
|
17.5
|
|
Income tax benefit related to stock-based compensation (in
millions):
|
|
$
|
36.3
|
|
|
$
|
30.1
|
|
|
$
|
14.2
|
|
Income tax expense related to exercise of options, SARs and
restricted stock (in millions):
|
|
$
|
|
|
|
$
|
|
|
|
$
|
5.4
|
|
Stock
Incentive Plans LGI Common Stock
The LGI
Incentive Plan
The Liberty Global, Inc. 2005 Incentive Plan, as amended and
restated (the LGI Incentive Plan) is administered by the
compensation committee of our board of directors. The
compensation committee of our board has full power and authority
to grant eligible persons the awards described below and to
determine the terms and conditions under which any awards are
made. The incentive plan is designed to provide additional
remuneration to certain employees and independent contractors
for exceptional service and to encourage their investment in our
company. The compensation committee may grant non-qualified
stock options, SARs, restricted shares, stock units, cash
awards, performance awards or any combination of the foregoing
under the incentive plan (collectively, awards).
The maximum number of shares of LGI common stock with respect to
which awards may be issued under the incentive plan is
50 million, subject to anti-dilution and other adjustment
provisions of the LGI Incentive Plan, of which no more than
25 million shares may consist of LGI Series B common
stock. With limited exceptions, no person may be granted in any
calendar year awards covering more than 4 million shares of
our common stock, of which no more than 2 million shares
may consist of LGI Series B common stock. In addition, no
person may receive payment for cash awards during any calendar
year in excess of $10 million. Shares of our common stock
issuable
II-144
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
pursuant to awards made under the incentive plan are made
available from either authorized but unissued shares or shares
that have been issued but reacquired by our company. Options and
SARs under the LGI Incentive Plan issued prior to the LGI
Combination generally vest at the rate of 20% per year on each
anniversary of the grant date and expire 10 years after the
grant date. Options and SARs under the LGI Incentive Plan issued
after the LGI Combination generally (i) vest 12.5% on the
six month anniversary of the grant date and then vest at a rate
of 6.25% each quarter thereafter and (ii) expire seven
years after the grant date. The LGI Incentive Plan had
30,495,893 shares available for grant as of
December 31, 2008 before considering any shares that might
be issued in satisfaction of our obligations under the LGI
Performance Plans, as described below. These shares may be
awarded at or above fair value in any series of stock, except
that no more than 23,372,168 shares may be awarded in LGI
Series B common stock.
The LGI
Directors Incentive Plan
The Liberty Global, Inc. 2005 Nonemployee Director Incentive
Plan, as amended and restated (the LGI Directors Incentive Plan)
is designed to provide a method whereby non-employee directors
may be awarded additional remuneration for the services they
render on our board and committees of our board, and to
encourage their investment in capital stock of our company. The
LGI Directors Incentive Plan is administered by our full board
of directors. Our board has the full power and authority to
grant eligible non-employee directors the awards described below
and to determine the terms and conditions under which any awards
are made, and may delegate certain administrative duties to our
employees.
Our board may grant awards under the LGI Directors Incentive
Plan. Only non-employee members of our board of directors are
eligible to receive awards under the LGI Directors Incentive
Plan. The maximum number of shares of our common stock with
respect to which awards may be issued under the LGI Directors
Incentive Plan is 10 million, subject to anti-dilution and
other adjustment provisions, of which no more than
5 million shares may consist of LGI Series B common
stock. Shares of our common stock issuable pursuant to awards
made under the LGI Directors Incentive Plan will be made
available from either authorized but unissued shares or shares
that have been issued but reacquired by our company. Options
issued prior to the LGI Combination under the LGI Directors
Incentive Plan vest on the first anniversary of the grant date
and expire 10 years after the grant date. Options issued
after the LGI Combination under the LGI Directors Incentive Plan
will vest as to one-third on the date of the first annual
meeting of stockholders following the grant date and as to an
additional one-third on the date of the second and third annual
meetings of stockholders following the grant date, provided the
director continues to serve as director on such date, and expire
10 years after the grant date. The LGI Directors Incentive
Plan had 9,395,091 shares available for grant as of
December 31, 2008. These shares may be awarded at or above
fair value in any series of stock, except that no more than five
million shares may be awarded in LGI Series B common stock.
During 2007, the exercise price of certain options granted in
2004 by UGC to two of our current non-employee directors was
increased. This repricing was effected in order to comply with
the terms of the plan pursuant to which such options were
issued. In order to compensate such directors for the decrease
in value associated with this repricing, we granted an aggregate
7,862 restricted stock units for LGI Series A common stock
and 7,912 restricted stock units for LGI Series C common
stock to said directors, under the LGI Directors Incentive Plan.
Each restricted stock unit represents a right to receive one
share of LGI Series A or Series C common stock, as the
case may be. The aggregate grant date fair value of these
restricted stock units is equal to the aggregate decrease in
value associated with the repricing. All of the restricted stock
units vested in full on January 5, 2008.
II-145
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The
Transitional Plan
In 2004, options to acquire shares of LGI Series A,
Series B and Series C common stock were issued to LGI
Internationals directors and employees, Liberty
Medias directors and certain of its employees pursuant to
the LGI International Transitional Stock Adjustment Plan (the
Transitional Plan). At the time of issuance, such options had
remaining terms and vesting provisions equivalent to those of
the respective Liberty Media stock incentive awards that were
adjusted. No new grants will be made under the Transitional Plan.
UGC
Equity Incentive Plan, UGC Director Plans and UGC Employee
Plan
Options, restricted stock and SARs were granted to employees and
directors of UGC prior to the LGI Combination under these plans.
No new grants will be made under these plans.
Stock
Award Activity LGI Common Stock
The following tables summarize the activity during 2008 in LGI
stock awards under the LGI and UGC incentive plans, as described
above. The tables also include activity related to LGI stock
awards granted to Liberty Media directors and employees as
described above and to the then employees of Zonemedia in
connection with our January 2005 acquisition of Zonemedia:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
|
|
|
|
|
|
|
Number of
|
|
|
Weighted average
|
|
|
remaining
|
|
|
Aggregate
|
|
Options LGI Series A common stock:
|
|
shares
|
|
|
exercise price
|
|
|
contractual term
|
|
|
intrinsic value
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
in millions
|
|
|
Outstanding at January 1, 2008
|
|
|
5,894,850
|
|
|
$
|
21.90
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
80,000
|
|
|
$
|
31.47
|
|
|
|
|
|
|
|
|
|
Expired or canceled
|
|
|
(32,043
|
)
|
|
$
|
78.09
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(43,364
|
)
|
|
$
|
27.61
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(464,298
|
)
|
|
$
|
19.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
5,435,145
|
|
|
$
|
21.83
|
|
|
|
4.04
|
|
|
$
|
9.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
4,227,639
|
|
|
$
|
20.62
|
|
|
|
3.72
|
|
|
$
|
9.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
|
|
|
|
|
|
|
Number of
|
|
|
Weighted average
|
|
|
remaining
|
|
|
Aggregate
|
|
Options LGI Series B common stock:
|
|
shares
|
|
|
exercise price
|
|
|
contractual term
|
|
|
intrinsic value
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
in millions
|
|
|
Outstanding at January 1, 2008
|
|
|
3,066,716
|
|
|
$
|
20.01
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Expired or canceled
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
3,066,716
|
|
|
$
|
20.01
|
|
|
|
3.83
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
3,066,716
|
|
|
$
|
20.01
|
|
|
|
3.83
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-146
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
|
|
|
|
|
|
|
Number of
|
|
|
Weighted average
|
|
|
remaining
|
|
|
Aggregate
|
|
Options LGI Series C common stock:
|
|
shares
|
|
|
exercise price
|
|
|
contractual term
|
|
|
intrinsic value
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
in millions
|
|
|
Outstanding at January 1, 2008
|
|
|
8,797,137
|
|
|
$
|
20.11
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
80,000
|
|
|
$
|
29.79
|
|
|
|
|
|
|
|
|
|
Expired or canceled
|
|
|
(32,043
|
)
|
|
$
|
73.92
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(43,364
|
)
|
|
$
|
25.99
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(448,718
|
)
|
|
$
|
19.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
8,353,012
|
|
|
$
|
20.00
|
|
|
|
3.80
|
|
|
$
|
8.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
6,831,793
|
|
|
$
|
19.26
|
|
|
|
3.49
|
|
|
$
|
8.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
|
|
|
Weighted average
|
|
Restricted stock and restricted stock units
|
|
Number of
|
|
|
grant-date
|
|
|
remaining
|
|
LGI Series A common stock:
|
|
shares
|
|
|
fair value per share
|
|
|
contractual term
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
Outstanding at January 1, 2008
|
|
|
634,917
|
|
|
$
|
28.00
|
|
|
|
|
|
Granted
|
|
|
296,748
|
|
|
$
|
36.57
|
|
|
|
|
|
Expired or canceled
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Forfeited
|
|
|
(12,513
|
)
|
|
$
|
31.50
|
|
|
|
|
|
Released from restrictions
|
|
|
(279,360
|
)
|
|
$
|
28.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
639,792
|
|
|
$
|
31.79
|
|
|
|
2.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
|
|
|
Weighted average
|
|
Restricted stock and restricted stock units
|
|
Number of
|
|
|
grant-date
|
|
|
remaining
|
|
LGI Series B common stock:
|
|
shares
|
|
|
fair value per share
|
|
|
contractual term
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
Outstanding at January 1, 2008
|
|
|
23,708
|
|
|
$
|
22.23
|
|
|
|
|
|
Granted
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Expired or canceled
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Released from restrictions
|
|
|
(11,854
|
)
|
|
$
|
22.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
11,854
|
|
|
$
|
22.23
|
|
|
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
|
|
|
Weighted average
|
|
Restricted stock and restricted stock units
|
|
Number of
|
|
|
grant-date
|
|
|
remaining
|
|
LGI Series C common stock:
|
|
shares
|
|
|
fair value per share
|
|
|
contractual term
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
Outstanding at January 1, 2008
|
|
|
658,285
|
|
|
$
|
26.34
|
|
|
|
|
|
Granted
|
|
|
296,748
|
|
|
$
|
34.29
|
|
|
|
|
|
Expired or canceled
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Forfeited
|
|
|
(12,513
|
)
|
|
$
|
29.02
|
|
|
|
|
|
Released from restrictions
|
|
|
(291,070
|
)
|
|
$
|
26.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
651,450
|
|
|
$
|
29.78
|
|
|
|
2.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-147
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
|
|
|
|
|
|
|
Number of
|
|
|
Weighted average
|
|
|
remaining
|
|
|
Aggregate
|
|
SARs LGI Series A common stock:
|
|
shares
|
|
|
base price
|
|
|
contractual term
|
|
|
intrinsic value
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
in millions
|
|
|
Outstanding at January 1, 2008
|
|
|
3,828,895
|
|
|
$
|
19.12
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,042,609
|
|
|
$
|
36.57
|
|
|
|
|
|
|
|
|
|
Expired or canceled
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(42,574
|
)
|
|
$
|
20.96
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(869,950
|
)
|
|
$
|
12.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
3,958,980
|
|
|
$
|
25.27
|
|
|
|
5.06
|
|
|
$
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
2,022,910
|
|
|
$
|
19.32
|
|
|
|
4.65
|
|
|
$
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
|
|
|
|
|
|
|
Number of
|
|
|
Weighted average
|
|
|
remaining
|
|
|
Aggregate
|
|
SARs LGI Series C common stock:
|
|
shares
|
|
|
base price
|
|
|
contractual term
|
|
|
intrinsic value
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
in millions
|
|
|
Outstanding at January 1, 2008
|
|
|
3,830,352
|
|
|
$
|
18.09
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,042,609
|
|
|
$
|
34.38
|
|
|
|
|
|
|
|
|
|
Expired or canceled
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(42,574
|
)
|
|
$
|
19.82
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(837,090
|
)
|
|
$
|
11.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
3,993,297
|
|
|
$
|
23.75
|
|
|
|
5.06
|
|
|
$
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
2,057,205
|
|
|
$
|
18.24
|
|
|
|
4.65
|
|
|
$
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008, total SARs outstanding included
136,538 LGI Series A common stock capped SARs and 136,538
LGI Series C common stock capped SARs, all of which were
exercisable. The holder of an LGI Series A common stock
capped SAR will receive the difference between $6.84 and the
lesser of $10.90 or the market price of LGI Series A common
stock on the date of exercise. The holder of a LGI Series C
common stock capped SAR will receive the difference between
$6.48 and the lesser of $10.31 or the market price of LGI
Series C common stock on the date of exercise.
LGI
Performance Plans
On October 31, 2006 and November 1, 2006, the
compensation committee of our board of directors and our board,
respectively, authorized the implementation of a new
performance-based incentive plan for our senior executives (the
LGI Senior Executive Performance Plan) pursuant to the LGI 2005
Incentive Plan. The aggregate amount of the maximum achievable
awards that may be allocated under the LGI Senior Executive
Performance Plan is $313.5 million, of which maximum
achievable awards of $302.5 million had been allocated to
participants as of December 31, 2008. On January 12,
2007, the compensation committee of our board authorized the
implementation of a similar performance-based incentive plan
(the LGI Management Performance Plan and together with the LGI
Senior Executive Performance Plan, the LGI Performance Plans)
pursuant to the LGI Incentive Plan, for certain management-level
employees not participating in the LGI Senior Executive
Performance Plan. The aggregate amount of the maximum achievable
awards under the LGI Management Performance Plan, as finalized
in February 2007, is $86.5 million, of which maximum
achievable awards of $82.2 million, after deducting
forfeited awards, were allocated to participants as of
December 31, 2008.
II-148
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The LGI Performance Plans are five-year plans, with a two-year
performance period, beginning January 1, 2007, and a
three-year service period beginning January 1, 2009. At the
end of the two-year performance period, each participant may
become eligible to receive varying percentages of the maximum
achievable award specified for such participant based on
achievement of specified compound annual growth rates in
consolidated operating cash flow (see note 21), adjusted
for events such as acquisitions, dispositions and changes in
foreign currency exchange rates that affect comparability (OCF
CAGR).
At OCF CAGRs ranging from 12% to 17%, the percentages of the
maximum achievable awards that participants become eligible to
receive range from 50% to 100%, respectively, subject to the
other requirements of the LGI Performance Plans.
On February 18, 2009, the compensation committee determined
that an OCF CAGR of approximately 15.5% had been achieved during
the performance period. Accordingly, subject to adjustment based
on the compensation committees final determination as to
each participants individual performance, a maximum of
$336.2 million (or 87.4%) of the allocated maximum
achievable awards could be earned.
Earned awards will be paid or will vest in six equal semi-annual
installments on each March 31 and September 30 commencing on
March 31, 2009, subject to forfeiture upon certain events
of termination of employment or acceleration in certain
circumstances. Further, the compensation committee will have the
discretion to reduce the unpaid balance of an earned award based
on an assessment of the participants individual job
performance during the service period. Each installment of the
earned awards may be settled in cash, unrestricted shares of LGI
Series A and Series C common stock, or any combination
of the foregoing, or restricted share units may be issued at any
time in respect of all or any portion of the remaining balance
of an earned award, in each case at the discretion of the
compensation committee. With the exception of an initial equity
incentive award granted to a new hire in 2007, participants in
the LGI Senior Executive Performance Plan were not granted any
equity incentive awards in 2007 and 2008.
The LGI Performance Plans are accounted for as liability-based
plans. Compensation expense under the LGI Performance Plans is
(i) recognized using the accelerated attribution method
based on our assessment of the awards that are probable to be
earned and (ii) reported as stock-based compensation in our
consolidated statements of operations, notwithstanding the fact
that the compensation committee could elect at a future date to
cash settle all or any portion of vested awards under the LGI
Performance Plans. We began recording stock-based compensation
with respect to the LGI Performance Plans on January 1,
2007, the date after which all awards were granted and the date
that the requisite vesting periods began.
The LGI Senior Executive Performance Plan provides for the
accelerated payment of awards under certain circumstances
following the occurrence of specified change in control-type
transactions. In the event any such acceleration gives rise to
the imposition of certain excise taxes on participants in the
LGI Senior Executive Performance Plan who are U.S. tax
payers, we have agreed to make additional payments in amounts
that are sufficient to fully reimburse such participants for
these excise taxes after consideration of all taxes due on the
additional payments.
Stock
Incentive Plans Austar Common Stock
Austar
Performance Plan
The Austar Long Term Incentive Plan (the Austar Performance
Plan) is a five-year plan, with a two-year performance period,
beginning on January 1, 2007, and a three-year service
period beginning on January 1, 2009. At the end of the
two-year performance period, each participant may become
eligible to receive varying percentages of the maximum
achievable award specified for such participant based on
achievement of specified compound annual growth rates in
Austars consolidated EBITDA, as defined by the Austar
Performance Plan.
II-149
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The aggregate amount of the maximum awards under the Austar
Performance Plan is AUD 63.8 million ($45.0 million).
At December 31, 2008, the maximum achievable awards under
the Austar Performance Plan had been fully allocated to
participants.
The Austar Performance Plan provides for awards based on the
compound annual growth rate for Austars consolidated
EBITDA (as defined) from 2006 to 2008, as adjusted for events
such as acquisitions and dispositions that affect comparability
(EBITDA CAGR). At EBITDA CAGRs ranging from 15% to 20%, the
percentage of the maximum achievable awards that participants
become eligible to receive ranges from 50% to 100%,
respectively, subject to the other requirements of the Austar
Performance Plan.
Earned awards will be paid or will vest in six equal semi-annual
installments on each March 31 and September 30, commencing
on March 31, 2009, subject to forfeiture upon certain
events of termination of employment or acceleration in certain
circumstances. Further, Austars remuneration committee
will have the discretion to reduce the unpaid balance of an
earned award based on an assessment of the participants
individual job performance during the service period. Each
installment of the earned awards may be settled in cash,
unrestricted shares of Austar, or any combination of the
foregoing, or restricted share units may be issued at any time
in respect of all or any portion of the remaining balance of an
earned award, in each case at the discretion of Austars
remuneration committee.
The Austar Performance Plan is accounted for as a
liability-based plan. Compensation expense under the Austar
Performance Plan is (i) recognized using the accelerated
attribution method based on our assessment of the awards that
are probable to be earned and (ii) reported as stock-based
compensation in our consolidated statements of operations,
notwithstanding the fact that the Austar remuneration committee
could elect at a future date to cash settle all or any portion
of vested awards under the Austar Performance Plan. Austar began
recording stock-based compensation with respect to the Austar
Performance Plan on May 2, 2007, the date that the Austar
Performance Plan participants were notified of their awards.
Other
Austar Stock Incentive Plans
Prior to our acquisition of a controlling interest in Austar on
December 14, 2005, Austar had implemented compensatory
plans that provided for the purchase of Austar Class A and
Class B shares by senior management at various prices and
the conversion of the purchased shares into Austar ordinary
shares, subject to vesting schedules. At December 31, 2005,
Austar senior management held Class A and Class B
shares that had not been converted into ordinary shares
aggregating 20,840,817 and 54,025,795, respectively. All of the
remaining Class A and Class B shares were converted
into ordinary shares during 2006 and 2008, respectively.
Stock-based compensation expense with respect to these
compensatory plans was not significant during any period
presented.
Stock
Incentive Plans Telenet Common Stock
Telenet
Option Plans
Telenet Class A and Class B Option
Plan During periods ended prior to
January 1, 2007, Telenet granted Class A and
Class B options to certain members of Telenet management.
At December 31, 2008, 1,236,274 Class A options and
444,254 Class B options were outstanding with a weighted
average exercise price per profit certificate of 5.08
($7.09) and 6.35 ($8.86), respectively. During 2008,
266,550 Class A and 150,620 Class B options were
exercised in exchange for total cash proceeds of
2.3 million ($3.2 million). All of the
Class A and Class B options were fully vested at
December 31, 2008 and are exercisable through June 2009 and
December 2009, respectively. Stock-based compensation recorded
by Telenet with respect to the Class A and Class B
options was $0.3 million during 2008 and $0.7 million
during 2007. In connection with Telenets November 19,
2007 capital distribution (see note 13), the number of
Class A and Class B options outstanding at that date
were increased by 356,824 and
II-150
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
157,627, respectively, and the exercise prices for all then
outstanding Class A and Class B options were reduced
proportionately so that the fair value of the Class A and
Class B options outstanding before and after the capital
distribution remained the same for all option holders.
Telenet Employee Stock Option Plans During
2008, Telenet granted stock options to members of senior
management under two employee stock option plans (the Telenet
Employee Stock Option Plans). The maximum aggregate number of
shares authorized for issuance under the Telenet Employee Stock
Option Plans is 3,617,000, of which 317,000 shares may only
be issued to Telenets chief executive officer. Options
generally vest at a rate of 6.25% per quarter over four years
and expire five years from the date of grant. As of
December 31, 2008, the total compensation expense not yet
recognized related to the Telenet Employee Stock Option Plans is
3.7 million ($5.2 million) and the weighted
average period remaining for expense recognition is
4.2 years. Total stock-based compensation expense of
$2.0 million was recorded in 2008 in connection with the
Telenet Employee Stock Option Plans.
The following table summarizes the activity during 2008 related
to the Telenet Employee Stock Option Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
|
|
|
|
|
|
|
Number of
|
|
|
Weighted average
|
|
|
remaining
|
|
|
Aggregate
|
|
Options Telenet ordinary shares:
|
|
shares
|
|
|
exercise price
|
|
|
contractual term
|
|
|
intrinsic value
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
in millions
|
|
|
Outstanding at January 1, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted (a)
|
|
|
1,446,100
|
|
|
|
14.90
|
|
|
|
|
|
|
|
|
|
Expired or canceled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(25,000
|
)
|
|
|
14.50
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
1,421,100
|
|
|
|
14.90
|
|
|
|
4.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
265,655
|
|
|
|
14.93
|
|
|
|
4.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The fair value of these awards was calculated on the date of
grant using an expected volatility ranging from 24.2% to 28.5%,
an expected life of 3.6 years, and a risk-free return
ranging from 3.50% 4.51%. The weighted average grant
date fair value during 2008 was 3.65 ($5.09). |
Telenet
Employee Stock Purchase Plan
In 2007, Telenet authorized a compensatory plan under which
Telenet employees would be given the opportunity to purchase
Telenet shares at a discounted price at the end of an offering
period. Although employees are fully vested in the shares upon
purchase, the shares may not be publicly traded for two years
following the date of purchase. The maximum aggregate sales
proceeds under the plan is 23.5 million
($32.8 million).
In January 2008, Telenet offered its employees the opportunity
to reserve shares for purchase under the plan at a subscription
price to be determined as of March 19, 2008. The final
subscription price of 12.11 was determined by applying a
16.67% discount to the average closing price of the shares
during the 30 days preceding March 20, 2008. Telenet
received subscriptions for 693,217 shares in March 2008. In
connection with the April 2008 issuance of the shares underlying
these subscriptions, Telenet received cash proceeds of
8.4 million ($11.7 million) and recorded
stock-based compensation expense of $2.5 million.
II-151
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Stock
Incentive Plans Other Subsidiaries
J:COM
Stock Option Plans
J:COM has granted options and stock purchase warrants under
various plans for certain directors and employees of J:COM and
its consolidated subsidiaries and managed affiliates, and
certain non-employees. Options or warrants granted to
non-management employees vest two years from the date of grant,
unless their individual grant agreements provide otherwise.
Options or warrants granted to management employees and
non-employees vest in four equal annual installments from date
of grant, unless their individual grant agreements provide
otherwise. Options granted prior to 2006 generally expire at
dates ranging from August 2010 to August 2012. Options granted
in 2006 and subsequent years expire 20 years after the
grant date. As of December 31, 2008, J:COM has granted the
maximum number of options under existing authorized plans.
A summary of the J:COM Stock Option Plan activity during 2008 is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted average
|
|
|
|
|
|
|
Number of
|
|
|
average
|
|
|
remaining
|
|
|
Aggregate
|
|
Options J:COM ordinary shares:
|
|
shares
|
|
|
exercise price
|
|
|
contractual term
|
|
|
intrinsic value
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
in millions
|
|
|
Outstanding at January 1, 2008
|
|
|
105,956
|
|
|
¥
|
79,625
|
|
|
|
|
|
|
|
|
|
Granted (a)
|
|
|
312
|
|
|
¥
|
1
|
|
|
|
|
|
|
|
|
|
Expired or canceled
|
|
|
(2,910
|
)
|
|
¥
|
80,000
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(18
|
)
|
|
¥
|
80,000
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(10,750
|
)
|
|
¥
|
89,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
92,590
|
|
|
¥
|
79,340
|
|
|
|
2.85
|
|
|
¥
|
1,320.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
91,839
|
|
|
¥
|
79,989
|
|
|
|
2.72
|
|
|
¥
|
1,250.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The exercise price of these options was significantly below the
market price of J:COM common stock on the date of grant. |
During 2008, 2007 and 2006, J:COM received cash proceeds of
$8.3 million, $24.9 million and $13.2 million,
respectively, in connection with the exercise of stock options.
VTR
Phantom SARs Plan
In April 2006, VTRs board of directors adopted a phantom
SARs plan with respect to 1,000,000 shares of VTRs
common stock (the VTR Plan). SARs granted under the VTR Plan
vest in equal semi-annual installments over a three- or
four-year period and expire no later than July 1, 2010.
Vested SARs are exercisable within 60 days of receipt of an
annual valuation report as defined in the VTR Plan. Upon
exercise, the SARs are payable in cash or, for any such time as
VTR is publicly traded, cash or shares of VTR or any combination
thereof, in each case at the election of the compensation
committee that administers the VTR Plan. On April 12, 2006,
the VTR compensation committee granted a total of 945,000 SARs,
each with a base price of CLP 9,503 and a vesting
commencement date of January 1, 2006. On June 25,
2007, the VTR compensation committee granted a total of 401,000
SARs, each with a base price of CLP 12,588, and a vesting
commencement date of January 1, 2007. On February 20,
2008, the VTR compensation committee granted a total of 37,000
SARs, each with a base price of CLP 16,868 ($26.42), and a
vesting commencement date of January 1, 2008. As the
outstanding SARs under this plan currently must be settled in
cash, we use the liability method to account for the VTR phantom
SARs.
II-152
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
A summary of the VTR Plan activity during 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted average
|
|
|
|
|
|
|
Number of
|
|
|
average
|
|
|
remaining
|
|
|
Aggregate
|
|
SARs VTR common stock:
|
|
shares
|
|
|
base price
|
|
|
contractual term
|
|
|
intrinsic value
|
|
|
|
|
|
|
|
|
|
in years
|
|
|
in millions
|
|
|
Outstanding at January 1, 2008
|
|
|
913,292
|
|
|
CLP
|
10,846
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
37,000
|
|
|
CLP
|
16,868
|
|
|
|
|
|
|
|
|
|
Expired or canceled
|
|
|
|
|
|
CLP
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(34,417
|
)
|
|
CLP
|
10,101
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(207,981
|
)
|
|
CLP
|
10,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008 (a)
|
|
|
707,894
|
|
|
CLP
|
11,438
|
|
|
|
1.0
|
|
|
CLP
|
785.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
444,588
|
|
|
CLP
|
11,383
|
|
|
|
1.0
|
|
|
CLP
|
496.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The fair value of these awards at December 31, 2008 was
calculated using an expected volatility of 66.0%, an expected
life of 1.0 years and a risk-free return of 8.28%. In
addition, we were required to estimate the fair value of VTR
common stock at December 31, 2008. The fair value of these
awards is remeasured each reporting period, and compensation
expense is adjusted to reflect the updated fair value. |
United
Chile Synthetic Option Plan
Pursuant to a synthetic option plan (the United Chile Synthetic
Option Plan) that was adopted in December 2006 to replace the
former UIH Latin America, Inc. Stock Option Plan, one of our
directors, one of our former directors, certain of our executive
officers and officers, and one of our employees, hold an
aggregate of 564,843 synthetic options with respect to
hypothetical shares of United Chile LLC (United Chile), the
owner of our 80% ownership interest in VTR. These synthetic
options represent a 2.7% fully diluted equity interest in United
Chile. For purposes of determining the value attributable to
these synthetic options, United Chile is assumed to have a
specified share capital and intercompany indebtedness. These
assumptions are designed to replicate at United Chile the share
capital and indebtedness, net of the value of certain assets
that UIH Latin America, Inc. would have had absent certain
intercompany transactions that occurred in 2006. All of the
synthetic options outstanding under the United Chile Synthetic
Option Plan are fully vested and expire between 2009 and 2011.
These synthetic options had no intrinsic value and minimal fair
value at December 31, 2008. No new grants may be made under
the United Chile Synthetic Option Plan. We account for the
United Chile Synthetic Option Plan awards as liability-based
awards.
II-153
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
(15)
|
Related
Party Transactions
|
Our related party transactions consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Revenue earned from related parties of:
|
|
|
|
|
|
|
|
|
|
|
|
|
J:COM (a)
|
|
$
|
123.1
|
|
|
$
|
81.9
|
|
|
$
|
58.4
|
|
LGI and consolidated subsidiaries other than J:COM (b)
|
|
|
11.0
|
|
|
|
9.9
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total LGI
|
|
$
|
134.1
|
|
|
$
|
91.8
|
|
|
$
|
60.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses charged by related parties of:
|
|
|
|
|
|
|
|
|
|
|
|
|
J:COM (c)
|
|
$
|
133.9
|
|
|
$
|
91.5
|
|
|
$
|
88.3
|
|
LGI and consolidated subsidiaries other than J:COM (d)
|
|
|
28.2
|
|
|
|
25.4
|
|
|
|
20.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total LGI
|
|
$
|
162.1
|
|
|
$
|
116.9
|
|
|
$
|
108.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A expenses charged by related parties of:
|
|
|
|
|
|
|
|
|
|
|
|
|
J:COM (e)
|
|
$
|
32.9
|
|
|
$
|
21.1
|
|
|
$
|
19.1
|
|
LGI and consolidated subsidiaries other than J:COM (f)
|
|
|
(1.4
|
)
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total LGI
|
|
$
|
31.5
|
|
|
$
|
20.6
|
|
|
$
|
19.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense charged by related parties of J:COM (g)
|
|
$
|
14.6
|
|
|
$
|
12.0
|
|
|
$
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income recognized from related parties of LGI
and consolidated subsidiaries
|
|
$
|
0.6
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease additions related parties of J:COM (h)
|
|
$
|
144.2
|
|
|
$
|
153.7
|
|
|
$
|
138.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
During the periods presented, (i) J:COM provided
programming, construction, management, administrative, call
center and distribution services to certain of its and
LGIs affiliates, and (ii) J:COM sold construction
materials to certain of such affiliates. As a result of certain
transactions completed by J:COM during 2008, these affiliates
became J:COM subsidiaries and in future periods the revenue
derived from these entities will be eliminated in consolidation.
J:COM also receives distribution fees from SC Media. |
|
(b) |
|
Amounts consist primarily of management, advisory and
programming license fees and fees for uplink services charged to
our equity method affiliates. |
|
(c) |
|
J:COM (i) purchases certain cable television programming
from its affiliates, (ii) incurs rental expense for the use
of certain vehicles and equipment under operating leases with
certain subsidiaries of Sumitomo and (iii) incurs billing
system expense from a Sumitomo subsidiary. |
|
(d) |
|
Amounts consist primarily of programming costs and interconnect
fees charged by equity method affiliates. |
|
(e) |
|
J:COM has management service agreements with Sumitomo under
which officers and management level employees are seconded from
Sumitomo to J:COM. Amounts also include rental and IT support
expenses paid to certain subsidiaries of Sumitomo. |
|
(f) |
|
The 2008 and 2007 amounts represent the reimbursements charged
by Austar for marketing and director fees incurred on behalf of
one of its equity affiliates. |
|
(g) |
|
Amounts consist of related party interest expense, primarily
related to assets leased from the aforementioned Sumitomo
entities. |
II-154
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
|
(h) |
|
J:COM leases, in the form of capital leases, customer premise
equipment, various office equipment and vehicles from certain
subsidiaries of Sumitomo. At December 31, 2008 and 2007,
capital lease obligations of J:COM aggregating
¥54.1 billion ($595.9 million) and
¥46.0 billion ($506.7 million), respectively,
were owed to these Sumitomo subsidiaries. |
Certain of J:COMs equity method affiliates deposit excess
funds with J:COM. The aggregate amounts owed by J:COM to these
equity method affiliates at December 31, 2008 and 2007 of
¥4,124.0 million ($45.4 million) and
¥3,536.0 million ($38.9 million), respectively,
is included in other accrued and current liabilities in our
consolidated balance sheets.
On December 25, 2008, our then equity affiliate, Mediatti,
was sold to J:COM. For additional information, see note 4.
As discussed in more detail in notes 4 and 5, on
July 2, 2007, SC Media was split into two separate
companies through the spin-off of JTV Thematics. We exchanged
our investment in SC Media for Sumitomo shares on July 3,
2007 and J:COM acquired a 100% interest in JTV Thematics on
September 1, 2007.
On December 31, 2006, we sold our 100% interest in UPC
Belgium to Telenet, an equity method affiliate at that date. For
additional information, see note 5.
|
|
(16)
|
Transactions
with Officers and Directors
|
O3B
Networks Limited
On January 4, 2008, we subscribed for and purchased a
convertible preferred equity interest in O3B Networks Limited
(O3B), a
start-up
company headquartered in Jersey, United Kingdom, that plans to
engage in a satellite-based data backhaul business. We paid an
aggregate of 3.5 million ($5.2 million at the
transaction date) to O3B for the preferred interest, which
represented approximately 6.7% of O3Bs outstanding common
shares (calculated on an if converted basis)
immediately following the acquisition. O3B had the right,
subject to the satisfaction of certain conditions on or before
December 31, 2008, to require us to purchase additional
preferred shares in O3B, up to an aggregate additional purchase
price of 10.4 million, at the same price per share as
our initial investment. In July 2008, this purchase obligation
was eliminated in connection with our and certain third
parties acquisition of additional O3B convertible
preferred shares. In the July 2008 transaction, we paid an
aggregate purchase price of 10.4 million
($16.2 million at the transaction date) to acquire the
additional O3B convertible preferred shares. At
December 31, 2008, (i) our company owned a 15.1%
interest in O3B, (ii) one of our directors, who is a
founder of O3B, owned a 7.7% interest in O3B and
(iii) another of our directors owned a 0.4% interest in
O3B. The ownership percentages set forth above are calculated on
an if converted basis with respect to all
outstanding convertible preferred shares.
Other
On October 10, 2008, we purchased 1,000,000 shares of
our Series C common stock from our Chairman of the Board,
for $18.00 per share in cash. This purchase was made pursuant to
our stock repurchase program, as further described in
note 13.
For a description of certain transactions involving stock
options held by certain of our directors, see note 14.
II-155
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
(17)
|
Restructuring
Liabilities
|
A summary of changes in our restructuring liabilities during
2008 is set forth in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and
|
|
|
|
|
|
|
|
|
|
Employee severance
|
|
|
Office
|
|
|
lease contract
|
|
|
|
|
|
|
|
|
|
and termination
|
|
|
closures
|
|
|
termination
|
|
|
Other
|
|
|
Total
|
|
|
|
in millions
|
|
|
Restructuring liability as of January 1, 2008
|
|
$
|
8.7
|
|
|
$
|
16.9
|
|
|
$
|
21.3
|
|
|
$
|
0.1
|
|
|
$
|
47.0
|
|
Restructuring charges (credits)
|
|
|
16.8
|
|
|
|
2.7
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
19.0
|
|
Cash paid
|
|
|
(15.4
|
)
|
|
|
(5.3
|
)
|
|
|
(4.1
|
)
|
|
|
|
|
|
|
(24.8
|
)
|
Acquisitions and other
|
|
|
2.3
|
|
|
|
(0.5
|
)
|
|
|
(0.2
|
)
|
|
|
(0.1
|
)
|
|
|
1.5
|
|
Foreign currency translation adjustments
|
|
|
0.4
|
|
|
|
(0.7
|
)
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring liability as of December 31, 2008
|
|
$
|
12.8
|
|
|
$
|
13.1
|
|
|
$
|
16.0
|
|
|
$
|
|
|
|
$
|
41.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term portion
|
|
$
|
12.0
|
|
|
$
|
4.9
|
|
|
$
|
4.2
|
|
|
$
|
|
|
|
$
|
21.1
|
|
Long-term portion
|
|
|
0.8
|
|
|
|
8.2
|
|
|
|
11.8
|
|
|
|
|
|
|
|
20.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
12.8
|
|
|
$
|
13.1
|
|
|
$
|
16.0
|
|
|
$
|
|
|
|
$
|
41.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our 2008 restructuring charges include (i) aggregate
charges of $11.9 million related to reorganization and
integration activities in certain of our European operations,
and (ii) a charge of $5.6 million related to the
reorganization of certain of VTRs administrative and
operational functions.
A summary of changes in our restructuring liabilities during
2007 is set forth in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and
|
|
|
|
|
|
|
|
|
|
Employee severance
|
|
|
Office
|
|
|
lease contract
|
|
|
|
|
|
|
|
|
|
and termination
|
|
|
closures
|
|
|
termination
|
|
|
Other
|
|
|
Total
|
|
|
|
in millions
|
|
|
Restructuring liability as of January 1, 2007
|
|
$
|
14.3
|
|
|
$
|
11.4
|
|
|
$
|
25.8
|
|
|
$
|
1.6
|
|
|
$
|
53.1
|
|
Restructuring charges (credits)
|
|
|
14.7
|
|
|
|
7.6
|
|
|
|
(0.3
|
)
|
|
|
0.2
|
|
|
|
22.2
|
|
Cash paid
|
|
|
(18.7
|
)
|
|
|
(3.2
|
)
|
|
|
(4.3
|
)
|
|
|
(1.5
|
)
|
|
|
(27.7
|
)
|
Acquisitions and other
|
|
|
(2.2
|
)
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
(2.7
|
)
|
Foreign currency translation adjustments
|
|
|
0.6
|
|
|
|
1.4
|
|
|
|
0.1
|
|
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring liability as of December 31, 2007
|
|
$
|
8.7
|
|
|
$
|
16.9
|
|
|
$
|
21.3
|
|
|
$
|
0.1
|
|
|
$
|
47.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term portion
|
|
$
|
6.8
|
|
|
$
|
4.0
|
|
|
$
|
4.5
|
|
|
$
|
0.1
|
|
|
$
|
15.4
|
|
Long-term portion
|
|
|
1.9
|
|
|
|
12.9
|
|
|
|
16.8
|
|
|
|
|
|
|
|
31.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8.7
|
|
|
$
|
16.9
|
|
|
$
|
21.3
|
|
|
$
|
0.1
|
|
|
$
|
47.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our 2007 restructuring charges include
(i) $8.8 million related primarily to the cost of
terminating certain employees in connection with the integration
of our business-to-business (B2B) and broadband communications
operations in the Netherlands and (ii) $6.2 million
related primarily to the cost of terminating certain employees
in connection with the restructuring of our broadband
communications operations in Ireland.
II-156
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
A summary of changes in our restructuring liabilities during
2006 is set forth in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and
|
|
|
|
|
|
|
|
|
|
Employee severance
|
|
|
Office
|
|
|
lease contract
|
|
|
|
|
|
|
|
|
|
and termination
|
|
|
closures
|
|
|
termination
|
|
|
Other
|
|
|
Total
|
|
|
|
in millions
|
|
|
Restructuring liability as of January 1, 2006
|
|
$
|
14.1
|
|
|
$
|
13.4
|
|
|
$
|
30.3
|
|
|
$
|
9.4
|
|
|
$
|
67.2
|
|
Restructuring charges (credits)
|
|
|
15.7
|
|
|
|
1.0
|
|
|
|
(1.0
|
)
|
|
|
(0.7
|
)
|
|
|
15.0
|
|
Cash paid
|
|
|
(19.6
|
)
|
|
|
(4.8
|
)
|
|
|
(5.8
|
)
|
|
|
(5.9
|
)
|
|
|
(36.1
|
)
|
Acquisitions and other
|
|
|
2.8
|
|
|
|
0.4
|
|
|
|
1.5
|
|
|
|
(1.0
|
)
|
|
|
3.7
|
|
Foreign currency translation adjustments
|
|
|
1.3
|
|
|
|
1.4
|
|
|
|
0.8
|
|
|
|
(0.2
|
)
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring liability as of December 31, 2006
|
|
$
|
14.3
|
|
|
$
|
11.4
|
|
|
$
|
25.8
|
|
|
$
|
1.6
|
|
|
$
|
53.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term portion
|
|
$
|
11.2
|
|
|
$
|
2.7
|
|
|
$
|
4.5
|
|
|
$
|
1.6
|
|
|
$
|
20.0
|
|
Long-term portion
|
|
|
3.1
|
|
|
|
8.7
|
|
|
|
21.3
|
|
|
|
|
|
|
|
33.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
14.3
|
|
|
$
|
11.4
|
|
|
$
|
25.8
|
|
|
$
|
1.6
|
|
|
$
|
53.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our 2006 restructuring charges include $10.8 million
related primarily to the cost of terminating certain employees
in connection with the integration of our broadband
communications operations in Ireland.
|
|
(18)
|
Defined
Benefit Plans
|
Certain of our indirect subsidiaries in Europe and Japan
maintain various funded and unfunded defined benefit pension
plans for their employees. Annual service cost for these
employee benefit plans is determined using the projected unit
credit actuarial method. The subsidiaries that maintain funded
plans have established investment policies for assets. The
investment strategies are long-term in nature and designed to
meet the following objectives:
|
|
|
|
|
Ensure that funds are available to pay benefits as they become
due;
|
|
|
|
Maximize the trusts total returns subject to prudent risk
taking; and
|
|
|
|
Preserve or improve the funded status of the trusts over time.
|
The subsidiaries review the asset mix of the funds on a regular
basis. Generally, asset mix will be rebalanced to the target mix
as individual portfolios approach their minimum or maximum
levels. Allocations to real estate occur over multiple time
periods. Assets targeted to real estate, but not yet allocated,
are invested in fixed income securities with corresponding
adjustments to fixed income rebalancing guidelines.
II-157
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The following is a summary of the funded status of the pension
plans:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Projected benefit obligation at beginning of period
|
|
$
|
233.0
|
|
|
$
|
193.4
|
|
Acquisitions (a)
|
|
|
|
|
|
|
28.8
|
|
Service cost
|
|
|
16.4
|
|
|
|
17.6
|
|
Interest cost
|
|
|
9.4
|
|
|
|
9.0
|
|
Actuarial gain
|
|
|
(16.1
|
)
|
|
|
(17.5
|
)
|
Participants contributions
|
|
|
7.9
|
|
|
|
7.3
|
|
Benefits paid
|
|
|
(22.9
|
)
|
|
|
(25.1
|
)
|
Effect of changes in exchange rates
|
|
|
7.8
|
|
|
|
18.1
|
|
Other
|
|
|
(2.8
|
)
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at end of period
|
|
$
|
232.7
|
|
|
$
|
233.0
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation at end of period
|
|
$
|
204.5
|
|
|
$
|
220.9
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of period
|
|
$
|
192.7
|
|
|
$
|
145.3
|
|
Acquisitions (a)
|
|
|
|
|
|
|
27.6
|
|
Actual earnings (loss) of plan assets
|
|
|
(32.2
|
)
|
|
|
2.9
|
|
Group contributions
|
|
|
17.1
|
|
|
|
15.8
|
|
Participants contributions
|
|
|
7.9
|
|
|
|
7.3
|
|
Benefits paid
|
|
|
(22.4
|
)
|
|
|
(20.6
|
)
|
Effect of changes in exchange rates
|
|
|
7.0
|
|
|
|
14.4
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of period
|
|
$
|
170.1
|
|
|
$
|
192.7
|
|
|
|
|
|
|
|
|
|
|
Net liability (b)
|
|
$
|
62.6
|
|
|
$
|
40.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The 2007 amount primarily relates to Telenet. |
|
(b) |
|
The net liability related to our defined benefit pension plans
is included in other long-term liabilities in our consolidated
balance sheets. |
The change in the amount of net actuarial gain not yet
recognized as a component of net periodic pension costs in our
consolidated statements of operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before-tax
|
|
|
Tax benefit
|
|
|
Net-of-tax
|
|
|
|
amount
|
|
|
(expense)
|
|
|
amount
|
|
|
|
in millions
|
|
|
Balance at January 1, 2007
|
|
$
|
8.5
|
|
|
$
|
(0.9
|
)
|
|
$
|
7.6
|
|
Change in net actuarial gain
|
|
|
12.8
|
|
|
|
(0.2
|
)
|
|
|
12.6
|
|
Amount recognized as a component of net loss
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
|
21.0
|
|
|
|
(1.1
|
)
|
|
|
19.9
|
|
Change in net actuarial gain
|
|
|
(23.0
|
)
|
|
|
0.8
|
|
|
|
(22.2
|
)
|
Amount recognized as a component of net loss
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
$
|
(2.2
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-158
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
We expect that the amount of net actuarial gain or loss to be
recognized in our 2009 consolidated statement of operations will
not be significant.
Actuarial
Assumptions
The measurement date used to determine pension plan assumptions
was December 31 for each of 2008 and 2007. The actuarial
assumptions used to compute the net periodic pension cost are
based on information available as of the beginning of the
period, specifically market interest rates, past experience and
managements best estimate of future economic conditions.
Changes in these assumptions may impact future benefit costs and
obligations. In computing future costs and obligations, the
subsidiaries must make assumptions about such items as employee
mortality and turnover, expected salary and wage increases,
discount rate, expected long-term rate of return on plan assets
and expected future cost increases.
The expected rates of return on the assets of the funded plans
are the long-term rates of return the subsidiaries expect to
earn on their trust assets. The rates of return are determined
by the investment composition of the plan assets and the
long-term risk and return forecast for each asset category. The
forecasts for each asset class are generated using historical
information as well as an analysis of current and expected
market conditions. The expected risk and return characteristics
for each asset class are reviewed annually and revised, as
necessary, to reflect changes in the financial markets. To
compute the expected return on plan assets, the subsidiaries
apply an expected rate of return to the fair value of the plan
assets.
The weighted average assumptions used in determining benefit
obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Expected rate of salary increase
|
|
|
2.32%
|
|
|
|
2.37%
|
|
Discount rate
|
|
|
3.85%
|
|
|
|
4.03%
|
|
Return on plan assets
|
|
|
4.71%
|
|
|
|
4.74%
|
|
The components of net periodic pension cost recorded in our
consolidated statements of operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Service cost
|
|
$
|
16.4
|
|
|
$
|
17.6
|
|
Interest cost
|
|
|
9.4
|
|
|
|
9.0
|
|
Expected return on plan assets
|
|
|
(9.3
|
)
|
|
|
(9.6
|
)
|
Other
|
|
|
(2.9
|
)
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
$
|
13.6
|
|
|
$
|
18.1
|
|
|
|
|
|
|
|
|
|
|
II-159
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The weighted average asset mix of the funded plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Debt securities
|
|
|
39%
|
|
|
|
32%
|
|
Equity securities
|
|
|
22%
|
|
|
|
30%
|
|
Guarantee investment contracts
|
|
|
19%
|
|
|
|
18%
|
|
Real estate
|
|
|
8%
|
|
|
|
7%
|
|
Other
|
|
|
12%
|
|
|
|
13%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100%
|
|
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
The weighted average target asset mix established for the funded
plans is as follows:
|
|
|
|
|
Debt securities
|
|
|
40%
|
|
Equity securities
|
|
|
22%
|
|
Guarantee investment contracts
|
|
|
19%
|
|
Real estate
|
|
|
7%
|
|
Other
|
|
|
12%
|
|
|
|
|
|
|
|
|
|
100%
|
|
|
|
|
|
|
Our subsidiaries contributions to their respective pension
plans in 2009 are expected to aggregate $18.8 million. As
of December 31, 2008, the expected benefits to be paid
during the next ten years with respect to our defined benefit
pension plans are as follows (in millions):
|
|
|
|
|
2009
|
|
$
|
17.1
|
|
2010
|
|
$
|
7.9
|
|
2011
|
|
$
|
8.2
|
|
2012
|
|
$
|
8.4
|
|
2013
|
|
$
|
9.2
|
|
2014 2018
|
|
$
|
56.9
|
|
II-160
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
(19)
|
Accumulated
Other Comprehensive Earnings (Loss)
|
Accumulated other comprehensive earnings (loss) included in our
consolidated balance sheets and statements of stockholders
equity reflect the aggregate of foreign currency translation
adjustments, unrealized holding gains and losses on securities
classified as available-for-sale, unrealized gains and losses on
cash flow hedges and pension related adjustments. The change in
the components of accumulated other comprehensive earnings
(loss), net of taxes, is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Accumulated
|
|
|
|
currency
|
|
|
Unrealized
|
|
|
gains (losses)
|
|
|
|
|
|
other
|
|
|
|
translation
|
|
|
gains (losses)
|
|
|
on cash
|
|
|
Pension related
|
|
|
comprehensive
|
|
|
|
adjustments
|
|
|
on securities
|
|
|
flow hedges
|
|
|
adjustments
|
|
|
earnings (loss)
|
|
|
|
in millions
|
|
|
Balance at January 1, 2006
|
|
$
|
(287.7
|
)
|
|
$
|
20.0
|
|
|
$
|
4.8
|
|
|
$
|
|
|
|
$
|
(262.9
|
)
|
Other comprehensive earnings (loss)
|
|
|
406.8
|
|
|
|
19.5
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
425.1
|
|
Adjustment to initially adopt SFAS 158, net of taxes
(note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.6
|
|
|
|
7.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
|
119.1
|
|
|
|
39.5
|
|
|
|
3.6
|
|
|
|
7.6
|
|
|
|
169.8
|
|
Other comprehensive earnings (loss)
|
|
|
686.8
|
|
|
|
(3.7
|
)
|
|
|
(6.7
|
)
|
|
|
12.3
|
|
|
|
688.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
$
|
805.9
|
|
|
$
|
35.8
|
|
|
$
|
(3.1
|
)
|
|
$
|
19.9
|
|
|
$
|
858.5
|
|
Accounting change (note 2)
|
|
|
(3.7
|
)
|
|
|
(35.8
|
)
|
|
|
|
|
|
|
|
|
|
|
(39.5
|
)
|
Other comprehensive earnings (loss)
|
|
|
344.7
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
(22.4
|
)
|
|
|
322.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
$
|
1,146.9
|
|
|
$
|
|
|
|
$
|
(3.4
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
1,141.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-161
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The components of other comprehensive earnings (loss) are
reflected in our consolidated statements of comprehensive
earnings (loss), net of taxes. The following table summarizes
the tax effects related to each component of other comprehensive
earnings (loss), net of amounts reclassified to our consolidated
statements of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before-tax
|
|
|
Tax benefit
|
|
|
Net-of-tax
|
|
|
|
amount
|
|
|
(expense)
|
|
|
amount
|
|
|
|
in millions
|
|
|
Year ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
$
|
404.7
|
|
|
$
|
2.1
|
|
|
$
|
406.8
|
|
Unrealized gains on securities
|
|
|
30.5
|
|
|
|
(11.0
|
)
|
|
|
19.5
|
|
Unrealized losses on cash flow hedges
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings
|
|
$
|
434.0
|
|
|
$
|
(8.9
|
)
|
|
$
|
425.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
$
|
693.2
|
|
|
$
|
(6.4
|
)
|
|
$
|
686.8
|
|
Unrealized losses on securities
|
|
|
(5.9
|
)
|
|
|
2.2
|
|
|
|
(3.7
|
)
|
Unrealized losses on cash flow hedges
|
|
|
(10.9
|
)
|
|
|
4.2
|
|
|
|
(6.7
|
)
|
Pension related adjustments
|
|
|
12.3
|
|
|
|
|
|
|
|
12.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings
|
|
$
|
688.7
|
|
|
$
|
|
|
|
$
|
688.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
$
|
349.9
|
|
|
$
|
(5.2
|
)
|
|
$
|
344.7
|
|
Unrealized losses on cash flow hedges
|
|
|
(1.0
|
)
|
|
|
0.7
|
|
|
|
(0.3
|
)
|
Pension related adjustments
|
|
|
(23.2
|
)
|
|
|
0.8
|
|
|
|
(22.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings
|
|
$
|
325.7
|
|
|
$
|
(3.7
|
)
|
|
$
|
322.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20)
|
Commitments
and Contingencies
|
Commitments
In the normal course of business, we have entered into
agreements that commit our company to make cash payments in
future periods with respect to non-cancellable operating leases,
programming contracts, satellite carriage commitments, purchases
of customer premise equipment and other items. We expect that in
the normal course of business, operating leases that expire
generally will be renewed or replaced by similar leases. As of
December 31, 2008, the U.S. dollar equivalents (based
on December 31, 2008 exchange rates) of such commitments
that are not reflected in our consolidated balance sheet are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due during:
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
in millions
|
|
|
Operating leases
|
|
$
|
208.3
|
|
|
$
|
114.3
|
|
|
$
|
72.3
|
|
|
$
|
49.4
|
|
|
$
|
31.8
|
|
|
$
|
105.9
|
|
|
$
|
582.0
|
|
Programming, satellite and other purchase obligations
|
|
|
321.1
|
|
|
|
103.3
|
|
|
|
23.0
|
|
|
|
10.9
|
|
|
|
3.3
|
|
|
|
10.7
|
|
|
|
472.3
|
|
Other commitments
|
|
|
80.6
|
|
|
|
67.0
|
|
|
|
62.3
|
|
|
|
57.8
|
|
|
|
56.3
|
|
|
|
1,377.1
|
|
|
|
1,701.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
610.0
|
|
|
$
|
284.6
|
|
|
$
|
157.6
|
|
|
$
|
118.1
|
|
|
$
|
91.4
|
|
|
$
|
1,493.7
|
|
|
$
|
2,755.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-162
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Programming commitments consist of obligations associated with
certain of our programming, studio output, and sports right
contracts that are enforceable and legally binding on us in that
we have agreed to pay minimum fees without regard to
(i) the actual number of subscribers to the programming
services, (ii) whether we terminate cable service to a
portion of our subscribers or dispose of a portion of our cable
systems, or (iii) whether we discontinue our premium movie
and sports services. The amounts reflected in the table with
respect to these contracts are significantly less than the
amounts we expect to pay in these periods under these contracts.
Payments to programming vendors have in the past represented,
and are expected to continue to represent in the future, a
significant portion of our operating costs. The ultimate amount
payable in excess of the contractual minimums of our studio
output contracts, which expire at various dates through 2014, is
dependent upon the number of subscribers to our premium movie
service and the theatrical success of the films that we exhibit.
Satellite commitments consist of obligations associated with
satellite carriage services provided to our company. Other
purchase obligations include commitments to purchase customer
premise equipment that are enforceable and legally binding
on us.
Other commitments relate primarily to Telenets commitments
for the Telenet PICs Network operating costs pursuant to the
2008 PICs Agreement. Beginning in the seventh year of the 2008
PICs Agreement, these commitments are subject to adjustment
based on changes in the network operating costs incurred by
Telenet with respect to its own networks. These potential
adjustments are not subject to reasonable estimation, and
therefore, are not included in the above table. Other
commitments also include fixed minimum contractual commitments
associated with our agreements with franchise or municipal
authorities.
In addition to the commitments set forth in the table above, we
have significant commitments under derivative instruments and
agreements with programming vendors and other third parties
pursuant to which we expect to make payments in future periods.
We also have commitments pursuant to agreements with, and
obligations imposed by, franchise authorities and
municipalities, including our obligations in certain markets to
move aerial cable to underground ducts or to upgrade, rebuild or
extend portions of our broadband distribution systems. Such
amounts are not included in the above table because they are not
fixed or determinable due to various factors.
Rental expense under non-cancelable operating lease arrangements
amounted to $200.4 million, $180.1 million and
$150.4 million in 2008, 2007 and 2006, respectively. It is
expected that in the normal course of business, operating leases
that expire generally will be renewed or replaced by similar
leases.
We have established various defined contribution benefit plans
for our and our subsidiaries employees. The aggregate
expense for matching contributions under the various defined
contribution employee benefit plans was $31.0 million,
$27.4 million and $20.2 million in 2008, 2007 and
2006, respectively.
Contingent
Obligations
In connection with the April 13, 2005 combination of VTR
and Metrópolis, Cristalerías acquired the right to
require UGC to purchase Cristalerías equity interest
in VTR at fair value, subject to a $140 million floor
price. This put right is exercisable by Cristalerías until
April 13, 2015. Upon the exercise of this put right by
Cristalerías, UGC has the option to use cash or shares of
LGI common stock to acquire Cristalerías interest in
VTR. The fair value of this put right at December 31, 2008
was a liability of $17.2 million.
The minority owner of Chello Central Europe Zrt (formerly
Sport 1 Holding Zrt) (Chello Central Europe), a subsidiary
of Chellomedia in Hungary, has the right to put all (but not
part) of its interest in Chello Central Europe to one of our
subsidiaries each year between January 1 and
January 31. This put option lapses if not exercised by
February 1, 2011. Chellomedia has a corresponding call
right. The price payable upon exercise of the put or call right
will be the fair value of the minority owners interest in
Chello Central Europe. In the event the fair value of Chello
Central Europe on exercise of the put right exceeds a multiple
of ten times EBITDA, as defined in the underlying agreement,
Chellomedia may in its sole discretion elect not to acquire the
minority interest and the put
II-163
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
right lapses for that year, with the minority shareholder being
instead entitled to sell its minority interest to a third party
within three months of such date, subject to Chellomedias
right of first refusal. After this three-month period elapses,
the minority shareholder cannot sell its shares to third parties
without Chellomedias consent. The put and call rights are
to be settled in cash.
Three individuals, including one of our executive officers and
an officer of one of our subsidiaries, own a 14.3% common stock
interest in Liberty Jupiter, which owned a 4.0% indirect
interest in J:COM at December 31, 2008. In addition to our
85.7% common stock interest in Liberty Jupiter, we also own
Liberty Jupiter preferred stock with an aggregate liquidation
value of $161.9 million at December 31, 2008. Under
the amended and restated shareholders agreement, the individuals
can require us to purchase all of their Liberty Jupiter common
stock interest, and we can require them to sell us all or part
of their Liberty Jupiter common stock interest, in exchange for
LGI common stock with an aggregate market value equal to the
fair market value of the Liberty Jupiter shares so exchanged, as
determined by agreement of the parties or independent appraisal.
Guarantees
and Other Credit Enhancements
In the ordinary course of business, we have provided
indemnifications to purchasers of certain of our assets, our
lenders, our vendors and certain other parties. In addition, we
have provided performance
and/or
financial guarantees to local municipalities, our customers and
vendors. Historically, these arrangements have not resulted in
our company making any material payments and we do not believe
that they will result in material payments in the future.
Legal
Proceedings and Other Contingencies
Cignal On April 26, 2002, Liberty Global
Europe received a notice that the former shareholders of Cignal
Global Communications (Cignal) filed a lawsuit (the 2002 Cignal
Action) against Liberty Global Europe in the District Court of
Amsterdam, the Netherlands, claiming damages for Liberty Global
Europes alleged failure to honor certain option rights
that were granted to those shareholders pursuant to a
Shareholders Agreement entered into in connection with the
acquisition of Cignal by Priority Telecom NV (Priority Telecom).
The Shareholders Agreement provided that in the absence of an
IPO, as defined in the Shareholders Agreement, of shares of
Priority Telecom by October 1, 2001, the Cignal
shareholders would be entitled until October 30, 2001 to
exchange their Priority Telecom shares into shares of Liberty
Global Europe, with a cash equivalent value of $200 million
in the aggregate, or cash at Liberty Global Europes
discretion. Liberty Global Europe believes that it complied in
full with its obligations to the Cignal shareholders through the
successful completion of the IPO of Priority Telecom on
September 27, 2001, and accordingly, that the option rights
were not exercisable.
On May 4, 2005, the District Court rendered its decision in
the 2002 Cignal Action, dismissing all claims of the former
Cignal shareholders. On August 2, 2005, an appeal against
the district court decision was filed. Subsequently, when the
grounds of appeal were filed in November 2005, nine individual
plaintiffs, rather than all former Cignal shareholders,
continued to pursue their claims. Based on the share ownership
information provided by the nine plaintiffs, the damage claims
remaining subject to the 2002 Cignal Action are approximately
$28 million in the aggregate before statutory interest. A
hearing on the appeal was held on May 22, 2007. On
September 13, 2007, the Court of Appeals rendered its
decision that no IPO within the meaning of the Shareholders
Agreement had been realized and accordingly the plaintiffs
should have been allowed to exercise their option rights. In the
same decision, the Court of Appeals directed the plaintiffs to
present more detailed calculations and substantiation of the
damages they claimed to have suffered as a result of Liberty
Global Europes nonperformance with respect to their option
rights, and stated that Liberty Global Europe will be allowed to
respond to the calculations submitted by the plaintiffs by
separate statement. The Court of Appeals gave the parties leave
to appeal to the Dutch Supreme Court and deferred all further
decisions and actions, including the calculation and
substantiation of the damages, pending such appeal. Liberty
Global Europe filed an appeal with the Dutch Supreme Court on
December 13, 2007. On
II-164
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
February 15, 2008, the plaintiffs filed a conditional
appeal against the decision with the Dutch Supreme Court,
challenging certain aspects of the Court of Appeals
decision in the event that Liberty Global Europes appeal
is not dismissed by the Dutch Supreme Court.
On June 13, 2006, Liberty Global Europe, Priority Telecom,
Euronext NV and Euronext Amsterdam NV were each served with a
summons for a new action (the 2006 Cignal Action) purportedly on
behalf of all the other former Cignal shareholders and
provisionally for the nine plaintiffs in the 2002 Cignal Action.
The 2006 Cignal Action claims, among other things, that the
listing of Priority Telecom on Euronext Amsterdam NV in
September 2001 did not meet the requirements of the applicable
listing rules and, accordingly, the IPO was not valid and did
not satisfy Liberty Global Europes obligations to the
Cignal shareholders. Aggregate claims of $200 million, plus
statutory interest, are asserted in this action, which amount
includes the amount provisionally claimed by the nine plaintiffs
in the 2002 Cignal Action. A hearing in the 2006 Cignal Action
took place on October 9, 2007 following which, on
December 19, 2007, the District Court rendered its decision
dismissing the plaintiffs claims against Liberty Global
Europe and the other defendants. The plaintiffs appealed the
District Courts decision to the Court of Appeals on
March 12, 2008. Oral pleadings in this appeal have been
scheduled for April 17, 2009.
In light of the September 13, 2007 decision by the Court of
Appeals and other factors, we recorded a provision of
$146.0 million during the third quarter of 2007,
representing our estimate of the loss that we may incur upon the
ultimate disposition of the 2002 and 2006 Cignal Actions. This
provision has been recorded notwithstanding our appeal of the
Court of Appeals decision in the 2002 Cignal Action to the Dutch
Supreme Court and the fact that the Court of Appeals decision is
not binding with respect to the 2006 Cignal Action. We have not
adjusted the provision as a result of the December 19, 2007
District Court decision in the 2006 Cignal Action, because the
plaintiffs have filed an appeal of that decision.
Interkabel Acquisition On November 26,
2007, Telenet and the PICs announced a non-binding
agreement-in-principle
to transfer the analog and digital television activities of the
PICs, including all existing subscribers, to Telenet. On
December 26, 2007, Belgacom NV/SA (Belgacom), the incumbent
telecommunications operator in Belgium, lodged summary
proceedings with the President of the Court of First Instance of
Antwerp with a view to obtaining a provisional injunction
preventing the PICs from effecting the
agreement-in-principle.
Belgacoms claim is based on the allegation that the PICs
should have organized a market consultation prior to entering
into the
agreement-in-principle.
The PICs are challenging this allegation, and Telenet intervened
in this litigation in order to protect its interests. Belgacom
also initiated a civil procedure on the merits claiming the
annulment of the
agreement-in-principle.
On March 11, 2008, the President of the Court of First
Instance of Antwerp ruled in favor of Belgacom and, accordingly,
ordered the PICs to refrain from any act implementing the
agreement-in-principle
pending the procedure on the merits. The PICs and Telenet
appealed the March 11, 2008 ruling and on June 4, 2008
the Court of Appeal of Antwerp ruled in their favor, reversing
the decision in summary proceedings to suspend the
agreement-in-principle.
Belgacom has brought this appeal judgment before the Cour de
Cassation (Belgian Supreme Court), which could overrule the
appeal judgment, but only on matters of law or procedure. The
civil claim on the merits is still pending and the final
judgment is expected to take more than one year.
In parallel, Belgacom filed a complaint with the Government
Commissioner who needs to make a decision whether the Board
approvals of the PICs of the
agreement-in-principle
should be suspended. For now, the Government Commissioner and
the Flemish Home Secretary Minister have not deemed it necessary
to suspend the
agreement-in-principle
in light of the pending legal proceedings. Furthermore, Belgacom
also initiated a suspension and annulment procedure before the
Council of State against these Board approvals. On June 2,
2008 the Council of State ruled in favor of the PICs and Telenet
by declaring Belgacoms claim for suspension inadmissible
because there is no risk for a serious and irreparable
harm. The final judgment in the annulment case is expected
to take more than one year.
II-165
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Belgacom also initiated a suspension and annulment procedure
before the Council of State against the June 28, 2008 Board
resolutions of the PICs approving the 2008 PICs Agreement. On
November 27, 2008, the Council of State ruled in favor of
the PICs and Telenet in the suspension procedure. The final
judgment in the annulment case is expected to take more than one
year. The Council of State may decide to join this case with the
other annulment case and treat them simultaneously.
It is possible that Belgacom will initiate further legal
proceedings in an attempt to block the integration of the
PICs analog and digital television activities or obtain
the rescission of the 2008 PICs Agreement. No assurance can be
given as to the outcome of these or other Belgacom proceedings.
However, an unfavorable outcome of existing or future Belgacom
proceedings could potentially lead to the rescission of the 2008
PICs Agreement
and/or to an
obligation for Telenet to pay compensation for damages, subject
to the relevant provisions of the 2008 PICs Agreement, as
discussed in note 4.
The Netherlands Regulatory Developments As
part of the process of implementing certain directives
promulgated by the European Union (EU) in 2003, the Dutch
national regulatory authority (OPTA) analyzed the eighteen
markets that were predefined in the EU Commissions
Recommendation on Relevant Markets at that time to determine if
any operator or service provider has Significant Market
Power within the meaning of the EU directives. All
providers of call termination on fixed networks in the
Netherlands have been found to have Significant Market Power,
including our subsidiary UPC Nederland BV (UPC NL). College van
Beroep voor het bedrijfsleven (CBb), the administrative supreme
court, annulled on May 11, 2007, the Significant Market
Power designation of UPC NL in this market with the consequence
that there were no legal grounds for imposing obligations. OPTA
published an amended decision effective May 6, 2008, which
imposed all previous obligations regarding access, transparency
and tariff regulation and included a non-discrimination
obligation. UPC NL has challenged this decision at CBb, which
appeal is still pending. In December 2008, OPTA completed
further market analyses, including a new decision on call
termination for UPC NL. This decision became effective
January 1, 2009, requiring UPC NL to reduce its call
termination rates.
In relation to television services, in its first round analysis,
OPTA found UPC NL, our Dutch subsidiary, to have Significant
Market Power in the market for wholesale broadcasting
transmission services, which was on the original but not the
current list of predefined markets, and in an additional market
not on either list relating to the retail transmission of radio
and television signals. The OPTA decision with respect to the
wholesale market imposed various obligations on UPC NL,
including the obligation to provide access to content providers
and packagers that seek to distribute content over UPC NLs
network using their own conditional access platforms.
OPTAs revised decision in relation to the wholesale
market, which was issued after an initial successful appeal by
UPC NL but imposed substantially the same obligations as the
initial decision, will expire on March 17, 2009. The OPTA
decision with respect to the retail market expired on
March 17, 2007.
On August 5, 2008, OPTA issued a draft decision on its
second round market analysis with respect to television
services, again finding UPC NL, as well as other cable
operators, to have Significant Market Power in the market for
wholesale broadcasting transmission services and imposing new
obligations. Following a national consultation procedure, OPTA
issued a revised decision and submitted it to the EU Commission
on January 9, 2009. On February 9, 2009, the EU
Commission informed OPTA of its approval of the draft decision.
The decision is expected to become effective on March 17,
2009. The new market analysis decision, once effective, will
impose on the four largest cable operators in the Netherlands a
number of access obligations in respect of television services.
The two largest cable operators, including UPC NL, will have a
number of additional access obligations.
The access obligations consist of (i) access to capacity
for the transmission of the television signal (both analog and
digital), (ii) resale of the analog television signal and,
in conjunction with any such resale, the provision of customer
connection, and (iii) access to UPC NLs digital
conditional access system, including access to its
II-166
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
operational supporting systems and co-location. OPTA has stated
that any operator with its own infrastructure, such as Royal KPN
NV, the incumbent telecommunications operator in the
Netherlands, will not be allowed to resell the analog television
signal or avail itself of access to UPC NLs digital
platform.
The resale obligation will enable third parties to take over the
customer relationship as far as the analog television signal is
concerned. The decision includes the possibility for resale of
an analog package that is not identical to the analog packages
offered by UPC NL. Potential resellers will need to negotiate
the relevant copyrights directly with program providers in order
to resell the identical or almost identical analog television
signals. In case of non-identical resale, the decision imposes a
number of preconditions, including that the reseller must bear
the costs of filtering and that OPTA will determine the
reasonableness of such request on a case by case basis.
In respect of transmission of the analog television signal, a
number of preconditions were established to ensure that such
transmission will not cause unreasonable use of scarce capacity.
A request for transmission of analog signals that are not
included in UPC NLs analog television package, as well as
parallel transmission of analog signals that are already part of
the analog package, will in principle be deemed unreasonable.
Regarding digital, the new market analysis decision requires UPC
NL to enable providers of digital television signals to supply
their digital signals using their own or UPC NLs digital
conditional access system. This allows the third parties to have
their own customer relationship for those digital television
signals and, to bundle their offer with the resale of the analog
television signal.
Pricing of the wholesale offer for analog and digital
transmission capacity will be at cost-oriented prices. Pricing
of the wholesale offer for resale of the analog package,
including access to UPC NLs transmission platform for
purposes of resale, will be based on a discount to UPC NLs
retail rates, at a level to be determined by OPTA and, if no
retail offer of UPC NL is available, on cost-oriented basis.
Both access obligations come with the obligation to provide
access to the relevant network elements and facilities,
including set-top boxes, co-location, software systems and
operational supporting systems, at cost-oriented prices if no
relevant retail tariff is available to define the retail minus
tariff.
UPC NL will also be required to make its tariffs publicly
available on a rate card. Furthermore, UPC NL will not be
allowed to discriminate between third parties and its own retail
business in making these services available. This includes for
example a prohibition on offering loyalty discounts to its own
customers.
We believe that the proposed measures are unnecessary and
disproportionate and are evaluating our legal options. Pending
the outcome of any legal action UPC NL may determine to take, it
will be required to comply with the decision.
Chilean Antitrust Matter On December 12,
2006, Liberty Media, the former parent company of our
predecessor, announced publicly that it had agreed to acquire an
approximate 39% interest in The DirecTV Group, Inc. (DirecTV).
On August 1, 2007, VTR received formal written notice from
the Chilean Federal Economic Prosecutor (FNE) that Liberty
Medias acquisition of the DirecTV interest would violate
one of the conditions imposed by the Chilean Antitrust Court on
VTRs combination with Metrópolis prohibiting VTR and
its control group from participating, directly or indirectly
through related persons, in Chilean satellite or microwave
television businesses. On March 10, 2008, following the
closing of Liberty Medias investment in DirecTV, the FNE
commenced an action before the Chilean Antitrust Court against
John C. Malone who is chairman of our board of directors and of
Liberty Medias board of directors. In this action, the FNE
alleges that Mr. Malone is a controller of VTR and either
controls or indirectly participates in DirecTVs satellite
operations in Chile, thus violating the condition. The FNE
requests the Antitrust Court to impose a fine on Mr. Malone
and order him to effect the transfer of the shares, interests or
other assets that are necessary to restore the independence, in
ownership and administration, of VTR and DirecTV. We currently
are unable to predict the outcome of this matter or its impact
on VTR.
II-167
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Other Regulatory Issues Video distribution,
broadband internet, telephony and content businesses are
regulated in each of the countries in which we operate. The
scope of regulation varies from country to country, although in
some significant respects regulation in European markets is
harmonized under the regulatory structure of the European Union.
Adverse regulatory developments could subject our businesses to
a number of risks. Regulation could limit growth, revenue and
the number and types of services offered and could lead to
increased operating costs and capital expenditures. In addition,
regulation may restrict our operations and subject them to
further competitive pressure, including pricing restrictions,
interconnect and other access obligations, and restrictions or
controls on content, including content provided by third
parties. Failure to comply with current or future regulation
could expose our businesses to various penalties.
Other In addition to the foregoing items, we
have contingent liabilities related to (i) legal
proceedings, (ii) wage, property, sales and other tax
issues, (iii) disputes over interconnection fees and
(iv) other matters arising in the ordinary course of
business. Although it is reasonably possible we may incur losses
upon conclusion of such matters, an estimate of any loss or
range of loss cannot be made. However, it is expected that the
amounts, if any, which may be required to satisfy such
contingencies will not be material in relation to our financial
position or results of operations.
|
|
(21)
|
Information
about Operating Segments
|
We own a variety of international subsidiaries and investments
that provide broadband communications services, and to a lesser
extent, video programming services. We identify our reportable
segments as those consolidated subsidiaries that represent 10%
or more of our revenue, operating cash flow (as defined below),
or total assets. In certain cases, we may elect to include an
operating segment in our segment disclosure that does not meet
the above-described criteria for a reportable segment. We
evaluate performance and make decisions about allocating
resources to our operating segments based on financial measures
such as revenue and operating cash flow. In addition, we review
non-financial measures such as subscriber growth and
penetration, as appropriate.
Operating cash flow is the primary measure used by our chief
operating decision maker to evaluate segment operating
performance and to decide how to allocate resources to segments.
As we use the term, operating cash flow is defined as revenue
less operating and SG&A expenses (excluding stock-based
compensation, depreciation and amortization, provisions for
litigation, and impairment, restructuring and other operating
charges or credits). We believe operating cash flow is
meaningful because it provides investors a means to evaluate the
operating performance of our segments and our company on an
ongoing basis using criteria that is used by our internal
decision makers. Our internal decision makers believe operating
cash flow is a meaningful measure and is superior to other
available GAAP measures because it represents a transparent view
of our recurring operating performance 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. For example, our
internal decision makers believe that the inclusion of
impairment and restructuring charges within operating cash flow
would distort the ability to efficiently assess and view the
core operating trends in our segments. In addition, our internal
decision makers believe our measure of operating cash flow is
important because analysts and investors use it to compare our
performance to other companies in our industry. However, our
definition of operating cash flow may differ from cash flow
measurements provided by other public companies. A
reconciliation of total segment operating cash flow to our
earnings (loss) before income taxes and minority interests is
presented below. 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.
II-168
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
We have identified the following consolidated operating segments
as our reportable segments:
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
The Netherlands
|
|
|
|
Switzerland
|
|
|
|
Austria
|
|
|
|
Ireland
|
|
|
|
Hungary
|
|
|
|
Other Central and Eastern Europe
|
|
|
|
|
|
Telenet (Belgium)
|
|
|
|
J:COM (Japan)
|
|
|
|
VTR (Chile)
|
All of the reportable segments set forth above derive their
revenue primarily from broadband communications services,
including video, voice and broadband internet services. Certain
segments also provide CLEC and other B2B services and J:COM
provides certain programming services. At December 31,
2008, our operating segments in the UPC Broadband Division
provided services in 10 European countries. Our Other Central
and Eastern Europe segment includes our operating segments in
the Czech Republic, Poland, Romania, Slovakia and Slovenia.
Telenet, J:COM and VTR provide broadband communications services
in Belgium, Japan and Chile, respectively. Our corporate and
other category includes (i) Austar, (ii) other less
significant consolidated operating segments that provide
broadband communications services in Puerto Rico and video
programming and other services in Europe and Argentina and
(iii) our corporate category. Intersegment eliminations
primarily represent the elimination of intercompany transactions
between our broadband communications and programming operations,
primarily in Europe.
Performance
Measures of Our Reportable Segments
The amounts presented below represent 100% of each of our
reportable segments revenue and operating cash flow. As we
have the ability to control Telenet, J:COM, VTR and Austar, GAAP
requires that we consolidate 100% of the revenue and expenses of
these entities in our consolidated statements of operations
despite the fact that third parties own significant interests in
these entities. The third-party owners interests in the
operating results of Telenet, J:COM, VTR, Austar and other less
significant majority-owned subsidiaries are reflected in
minority interests in earnings of subsidiaries, net, in our
consolidated statements of operations. Our ability to
consolidate J:COM is dependent on our ability to continue to
control Super Media, which will be dissolved in February 2010
unless we and Sumitomo mutually agree to extend the term. If
Super Media is dissolved and we do not otherwise control J:COM
at the time of any such dissolution, we will no longer be in a
position to consolidate J:COM. When
II-169
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
reviewing and analyzing our operating results, it is important
to note that other third-party entities own significant
interests in Telenet, J:COM, VTR and Austar and that Sumitomo
effectively has the ability to prevent our company from
consolidating J:COM after February 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
Operating
|
|
|
|
|
|
Operating
|
|
|
|
|
|
Operating
|
|
|
|
|
|
|
cash
|
|
|
|
|
|
cash
|
|
|
|
|
|
cash
|
|
|
|
Revenue
|
|
|
flow
|
|
|
Revenue
|
|
|
flow
|
|
|
Revenue
|
|
|
flow
|
|
|
|
in millions
|
|
|
Performance Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
1,181.1
|
|
|
$
|
681.4
|
|
|
$
|
1,060.6
|
|
|
$
|
556.5
|
|
|
$
|
923.9
|
|
|
$
|
451.9
|
|
Switzerland
|
|
|
1,017.0
|
|
|
|
541.8
|
|
|
|
873.9
|
|
|
|
419.3
|
|
|
|
771.8
|
|
|
|
353.7
|
|
Austria
|
|
|
538.0
|
|
|
|
272.7
|
|
|
|
503.1
|
|
|
|
237.5
|
|
|
|
420.0
|
|
|
|
195.7
|
|
Ireland
|
|
|
355.8
|
|
|
|
143.0
|
|
|
|
307.2
|
|
|
|
104.7
|
|
|
|
262.6
|
|
|
|
79.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
3,091.9
|
|
|
|
1,638.9
|
|
|
|
2,744.8
|
|
|
|
1,318.0
|
|
|
|
2,378.3
|
|
|
|
1,081.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
405.9
|
|
|
|
211.7
|
|
|
|
377.1
|
|
|
|
189.9
|
|
|
|
307.1
|
|
|
|
145.3
|
|
Other Central and Eastern Europe
|
|
|
949.9
|
|
|
|
490.7
|
|
|
|
806.1
|
|
|
|
404.0
|
|
|
|
574.0
|
|
|
|
264.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
1,355.8
|
|
|
|
702.4
|
|
|
|
1,183.2
|
|
|
|
593.9
|
|
|
|
881.1
|
|
|
|
409.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
10.5
|
|
|
|
(235.0
|
)
|
|
|
11.1
|
|
|
|
(237.8
|
)
|
|
|
17.9
|
|
|
|
(206.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
4,458.2
|
|
|
|
2,106.3
|
|
|
|
3,939.1
|
|
|
|
1,674.1
|
|
|
|
3,277.3
|
|
|
|
1,284.7
|
|
Telenet (Belgium)
|
|
|
1,509.0
|
|
|
|
726.6
|
|
|
|
1,291.3
|
|
|
|
597.1
|
|
|
|
43.8
|
|
|
|
24.1
|
|
J:COM (Japan)
|
|
|
2,854.2
|
|
|
|
1,191.0
|
|
|
|
2,249.5
|
|
|
|
911.6
|
|
|
|
1,902.7
|
|
|
|
738.6
|
|
VTR (Chile)
|
|
|
713.9
|
|
|
|
295.5
|
|
|
|
634.9
|
|
|
|
249.2
|
|
|
|
558.9
|
|
|
|
198.5
|
|
Corporate and other
|
|
|
1,110.7
|
|
|
|
213.7
|
|
|
|
975.7
|
|
|
|
135.8
|
|
|
|
772.3
|
|
|
|
90.3
|
|
Intersegment eliminations
|
|
|
(84.9
|
)
|
|
|
|
|
|
|
(87.2
|
)
|
|
|
|
|
|
|
(71.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
10,561.1
|
|
|
$
|
4,533.1
|
|
|
$
|
9,003.3
|
|
|
$
|
3,567.8
|
|
|
$
|
6,483.9
|
|
|
$
|
2,336.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-170
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The following table provides a reconciliation of total segment
operating cash flow to earnings (loss) before income taxes,
minority interests and discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Total segment operating cash flow
|
|
$
|
4,533.1
|
|
|
$
|
3,567.8
|
|
|
$
|
2,336.2
|
|
Stock-based compensation expense
|
|
|
(153.5
|
)
|
|
|
(193.4
|
)
|
|
|
(70.0
|
)
|
Depreciation and amortization
|
|
|
(2,857.7
|
)
|
|
|
(2,493.1
|
)
|
|
|
(1,884.7
|
)
|
Provisions for litigation
|
|
|
|
|
|
|
(171.0
|
)
|
|
|
|
|
Impairment, restructuring and other operating charges, net
|
|
|
(158.5
|
)
|
|
|
(43.5
|
)
|
|
|
(29.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,363.4
|
|
|
|
666.8
|
|
|
|
352.3
|
|
Interest expense
|
|
|
(1,147.4
|
)
|
|
|
(982.1
|
)
|
|
|
(673.4
|
)
|
Interest and dividend income
|
|
|
91.8
|
|
|
|
115.3
|
|
|
|
85.4
|
|
Share of results of affiliates, net
|
|
|
5.4
|
|
|
|
33.7
|
|
|
|
13.0
|
|
Realized and unrealized gains (losses) on derivative
instruments, net
|
|
|
78.9
|
|
|
|
72.4
|
|
|
|
(264.8
|
)
|
Foreign currency transaction gains (losses), net
|
|
|
(552.1
|
)
|
|
|
109.4
|
|
|
|
299.5
|
|
Unrealized losses due to changes in fair values of certain
investments and debt, net
|
|
|
(7.0
|
)
|
|
|
(200.0
|
)
|
|
|
(146.2
|
)
|
Other-than-temporary declines in fair values of investments
|
|
|
|
|
|
|
(212.6
|
)
|
|
|
(13.8
|
)
|
Losses on extinguishment of debt, net
|
|
|
|
|
|
|
(112.1
|
)
|
|
|
(40.8
|
)
|
Gains on disposition of assets, net
|
|
|
|
|
|
|
557.6
|
|
|
|
206.4
|
|
Other income, net
|
|
|
|
|
|
|
1.3
|
|
|
|
12.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes, minority interests and
discontinued operations
|
|
$
|
(167.0
|
)
|
|
$
|
49.7
|
|
|
$
|
(170.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-171
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Balance
Sheet Data of our Reportable Segments
Selected balance sheet data of our reportable segments is set
forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in affiliates
|
|
|
Long-lived assets
|
|
|
Total assets
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2,706.2
|
|
|
$
|
3,009.6
|
|
|
$
|
2,719.9
|
|
|
$
|
3,101.6
|
|
Switzerland
|
|
|
|
|
|
|
31.1
|
|
|
|
4,319.0
|
|
|
|
4,088.9
|
|
|
|
4,710.7
|
|
|
|
4,441.2
|
|
Austria
|
|
|
|
|
|
|
|
|
|
|
1,317.0
|
|
|
|
1,355.4
|
|
|
|
1,357.2
|
|
|
|
1,410.2
|
|
Ireland
|
|
|
|
|
|
|
|
|
|
|
751.6
|
|
|
|
759.4
|
|
|
|
782.0
|
|
|
|
801.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
|
|
|
|
31.1
|
|
|
|
9,093.8
|
|
|
|
9,213.3
|
|
|
|
9,569.8
|
|
|
|
9,754.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
|
|
|
|
|
|
|
|
792.3
|
|
|
|
860.7
|
|
|
|
836.5
|
|
|
|
914.6
|
|
Other Central and Eastern Europe
|
|
|
|
|
|
|
|
|
|
|
2,038.4
|
|
|
|
2,328.9
|
|
|
|
2,153.0
|
|
|
|
2,459.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
|
|
|
|
|
|
|
|
2,830.7
|
|
|
|
3,189.6
|
|
|
|
2,989.5
|
|
|
|
3,374.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
|
|
|
|
|
|
|
|
255.4
|
|
|
|
283.9
|
|
|
|
2,207.1
|
|
|
|
2,577.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
|
|
|
|
31.1
|
|
|
|
12,179.9
|
|
|
|
12,686.8
|
|
|
|
14,766.4
|
|
|
|
15,705.6
|
|
Telenet (Belgium)
|
|
|
|
|
|
|
|
|
|
|
5,031.2
|
|
|
|
4,632.2
|
|
|
|
5,396.8
|
|
|
|
5,127.2
|
|
J:COM (Japan)
|
|
|
147.2
|
|
|
|
174.5
|
|
|
|
8,195.1
|
|
|
|
6,013.6
|
|
|
|
9,180.2
|
|
|
|
6,808.6
|
|
VTR (Chile)
|
|
|
4.4
|
|
|
|
2.4
|
|
|
|
938.6
|
|
|
|
1,134.8
|
|
|
|
1,176.6
|
|
|
|
1,483.5
|
|
Corporate and other
|
|
|
38.1
|
|
|
|
180.6
|
|
|
|
1,424.0
|
|
|
|
1,456.5
|
|
|
|
3,466.1
|
|
|
|
3,493.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
189.7
|
|
|
$
|
388.6
|
|
|
$
|
27,768.8
|
|
|
$
|
25,923.9
|
|
|
$
|
33,986.1
|
|
|
$
|
32,618.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-172
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Capital
Expenditures of our Reportable Segments
The capital expenditures of our reportable segments are set
forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
229.4
|
|
|
$
|
201.6
|
|
|
$
|
197.1
|
|
Switzerland
|
|
|
246.8
|
|
|
|
210.9
|
|
|
|
178.8
|
|
Austria
|
|
|
109.7
|
|
|
|
76.9
|
|
|
|
52.0
|
|
Ireland
|
|
|
109.6
|
|
|
|
127.9
|
|
|
|
79.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Western Europe
|
|
|
695.5
|
|
|
|
617.3
|
|
|
|
507.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary
|
|
|
109.3
|
|
|
|
68.4
|
|
|
|
73.5
|
|
Other Central and Eastern Europe
|
|
|
325.0
|
|
|
|
236.1
|
|
|
|
145.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Central and Eastern Europe
|
|
|
434.3
|
|
|
|
304.5
|
|
|
|
218.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and corporate operations
|
|
|
134.8
|
|
|
|
147.0
|
|
|
|
96.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
1,264.6
|
|
|
|
1,068.8
|
|
|
|
822.1
|
|
Telenet (Belgium)
|
|
|
326.2
|
|
|
|
237.6
|
|
|
|
4.5
|
|
J:COM (Japan)
|
|
|
460.7
|
|
|
|
395.5
|
|
|
|
416.7
|
|
VTR (Chile)
|
|
|
181.7
|
|
|
|
157.7
|
|
|
|
138.2
|
|
Corporate and other
|
|
|
141.8
|
|
|
|
174.9
|
|
|
|
126.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
2,375.0
|
|
|
$
|
2,034.5
|
|
|
$
|
1,507.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
by Major Category
Our revenue by major category is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Subscription revenue (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
Video
|
|
$
|
4,953.4
|
|
|
$
|
4,331.8
|
|
|
$
|
3,399.2
|
|
Broadband internet
|
|
|
2,497.0
|
|
|
|
2,066.9
|
|
|
|
1,312.2
|
|
Telephony
|
|
|
1,402.4
|
|
|
|
1,166.0
|
|
|
|
790.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total subscription revenue
|
|
|
8,852.8
|
|
|
|
7,564.7
|
|
|
|
5,502.0
|
|
Other revenue (b)
|
|
|
1,793.2
|
|
|
|
1,525.8
|
|
|
|
1,053.0
|
|
Intersegment eliminations
|
|
|
(84.9
|
)
|
|
|
(87.2
|
)
|
|
|
(71.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
10,561.1
|
|
|
$
|
9,003.3
|
|
|
$
|
6,483.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Subscription revenue includes amounts received from subscribers
for ongoing services, excluding installation fees, late fees and
mobile telephony revenue. Subscription revenue from subscribers
who purchase bundled services at a discounted rate is generally
allocated proportionally to each service based on the individual
services price on a stand-alone basis. However, due to
regulatory and other constraints, the allocation of bundling
discounts may vary somewhat between our broadband communications
operating segments. |
|
(b) |
|
Other revenue includes non-subscription revenue (including B2B
and installation revenue) and programming revenue. |
II-173
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
Geographic
Segments
Revenue
The revenue of our geographic segments is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Europe:
|
|
|
|
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
1,181.1
|
|
|
$
|
1,060.6
|
|
|
$
|
923.9
|
|
Switzerland
|
|
|
1,017.0
|
|
|
|
873.9
|
|
|
|
771.8
|
|
Austria
|
|
|
538.0
|
|
|
|
503.1
|
|
|
|
420.0
|
|
Ireland
|
|
|
355.8
|
|
|
|
307.2
|
|
|
|
262.6
|
|
Hungary
|
|
|
405.9
|
|
|
|
377.1
|
|
|
|
307.1
|
|
Romania
|
|
|
213.4
|
|
|
|
237.2
|
|
|
|
187.4
|
|
Poland
|
|
|
312.8
|
|
|
|
229.3
|
|
|
|
169.7
|
|
Czech Republic
|
|
|
284.3
|
|
|
|
226.8
|
|
|
|
137.9
|
|
Slovakia
|
|
|
76.0
|
|
|
|
62.1
|
|
|
|
48.8
|
|
Slovenia
|
|
|
63.4
|
|
|
|
50.7
|
|
|
|
30.2
|
|
Central and corporate operations (a)
|
|
|
10.5
|
|
|
|
11.1
|
|
|
|
17.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
4,458.2
|
|
|
|
3,939.1
|
|
|
|
3,277.3
|
|
Belgium
|
|
|
1,509.0
|
|
|
|
1,291.3
|
|
|
|
43.8
|
|
Chellomedia (b)
|
|
|
439.3
|
|
|
|
361.5
|
|
|
|
254.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Europe
|
|
|
6,406.5
|
|
|
|
5,591.9
|
|
|
|
3,575.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan
|
|
|
2,854.2
|
|
|
|
2,249.5
|
|
|
|
1,902.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
Chile
|
|
|
713.9
|
|
|
|
634.9
|
|
|
|
558.9
|
|
Other (c)
|
|
|
136.7
|
|
|
|
139.7
|
|
|
|
140.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total The Americas
|
|
|
850.6
|
|
|
|
774.6
|
|
|
|
699.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia
|
|
|
534.7
|
|
|
|
474.5
|
|
|
|
376.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment eliminations
|
|
|
(84.9
|
)
|
|
|
(87.2
|
)
|
|
|
(71.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
10,561.1
|
|
|
$
|
9,003.3
|
|
|
$
|
6,483.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The UPC Broadband Divisions central and corporate
operations are located primarily in the Netherlands. |
|
(b) |
|
Chellomedias geographic segments are located primarily in
the United Kingdom, the Netherlands, Spain, Hungary and other
European countries. |
|
(c) |
|
Includes certain less significant operating segments that
provide broadband communications and video programming services. |
II-174
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
The long-lived assets of our geographic segments are set forth
below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
Europe:
|
|
|
|
|
|
|
|
|
UPC Broadband Division:
|
|
|
|
|
|
|
|
|
The Netherlands
|
|
$
|
2,706.2
|
|
|
$
|
3,009.6
|
|
Switzerland
|
|
|
4,319.0
|
|
|
|
4,088.9
|
|
Austria
|
|
|
1,317.0
|
|
|
|
1,355.4
|
|
Ireland
|
|
|
751.6
|
|
|
|
759.4
|
|
Hungary
|
|
|
792.3
|
|
|
|
860.7
|
|
Romania
|
|
|
436.9
|
|
|
|
690.4
|
|
Poland
|
|
|
374.1
|
|
|
|
416.1
|
|
Czech Republic
|
|
|
900.3
|
|
|
|
921.7
|
|
Slovakia
|
|
|
156.1
|
|
|
|
139.9
|
|
Slovenia
|
|
|
171.0
|
|
|
|
160.8
|
|
Central and corporate operations (a)
|
|
|
255.4
|
|
|
|
283.9
|
|
|
|
|
|
|
|
|
|
|
Total UPC Broadband Division
|
|
|
12,179.9
|
|
|
|
12,686.8
|
|
Belgium
|
|
|
5,031.2
|
|
|
|
4,632.2
|
|
Chellomedia (b)
|
|
|
496.8
|
|
|
|
494.7
|
|
|
|
|
|
|
|
|
|
|
Total Europe
|
|
|
17,707.9
|
|
|
|
17,813.7
|
|
|
|
|
|
|
|
|
|
|
Japan
|
|
|
8,195.1
|
|
|
|
6,013.6
|
|
|
|
|
|
|
|
|
|
|
The Americas:
|
|
|
|
|
|
|
|
|
U.S. (c)
|
|
|
67.0
|
|
|
|
91.2
|
|
Chile
|
|
|
938.6
|
|
|
|
1,134.8
|
|
Other (d)
|
|
|
379.9
|
|
|
|
380.6
|
|
|
|
|
|
|
|
|
|
|
Total The Americas
|
|
|
1,385.5
|
|
|
|
1,606.6
|
|
|
|
|
|
|
|
|
|
|
Australia
|
|
|
480.3
|
|
|
|
490.0
|
|
|
|
|
|
|
|
|
|
|
Total consolidated LGI
|
|
$
|
27,768.8
|
|
|
$
|
25,923.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The UPC Broadband Divisions central and corporate
operations are located primarily in the Netherlands. |
|
(b) |
|
Chellomedias geographic segments are located primarily in
the United Kingdom, the Netherlands, Spain, Hungary and other
European countries. |
|
(c) |
|
Primarily represents the assets of our corporate category. |
|
(d) |
|
Includes certain less significant operating segments that
provide broadband communications and video programming services. |
II-175
LIBERTY
GLOBAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31,
2008, 2007 and 2006 (Continued)
|
|
(22)
|
Quarterly
Financial Information (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
1st quarter
|
|
|
2nd quarter
|
|
|
3rd quarter
|
|
|
4th quarter
|
|
|
|
in millions, except per share amounts
|
|
|
Revenue
|
|
$
|
2,611.0
|
|
|
$
|
2,729.9
|
|
|
$
|
2,649.7
|
|
|
$
|
2,570.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
357.8
|
|
|
$
|
364.5
|
|
|
$
|
412.8
|
|
|
$
|
228.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
(155.6
|
)
|
|
$
|
428.2
|
|
|
$
|
(308.9
|
)
|
|
$
|
(752.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share Series A,
Series B and Series C common stock (note 3)
|
|
$
|
(0.45
|
)
|
|
$
|
1.33
|
|
|
$
|
(1.01
|
)
|
|
$
|
(2.60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share Series A,
Series B and Series C common stock (note 3)
|
|
$
|
(0.45
|
)
|
|
$
|
1.11
|
|
|
$
|
(1.01
|
)
|
|
$
|
(2.60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
1st quarter
|
|
|
2nd quarter
|
|
|
3rd quarter
|
|
|
4th quarter
|
|
|
|
in millions, except per share amounts
|
|
|
Revenue
|
|
$
|
2,106.0
|
|
|
$
|
2,180.6
|
|
|
$
|
2,255.3
|
|
|
$
|
2,461.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
181.8
|
|
|
$
|
210.2
|
|
|
$
|
86.8
|
|
|
$
|
188.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
(136.1
|
)
|
|
$
|
(129.7
|
)
|
|
$
|
40.4
|
|
|
$
|
(197.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share Series A,
Series B and Series C common stock (note 3)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.54
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share Series A,
Series B and Series C common stock (note 3)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.54
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-176
PART III
Except as indicated below, the following required information is
incorporated by reference to our definitive proxy statement for
our 2009 Annual Meeting of shareholders, which we intend to hold
during the second quarter of 2009.
|
|
Item 10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
|
|
Item 11.
|
EXECUTIVE
COMPENSATION
|
|
|
Item 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
The information required by Item 201(d) of
Regulation S-K
is included below and accordingly will not be incorporated by
reference to our definitive proxy statement.
|
|
Item 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
|
|
Item 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
We intend to file our definitive proxy statement for our 2009
Annual Meeting of shareholders with the Securities and Exchange
Commission on or before April 30, 2009.
III-1
|
|
Item 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
Securities
Authorized for Issuance Under Equity Compensation
Plans
The following table sets forth information as of
December 31, 2008 with respect to shares of our common
stock authorized for issuance under our equity compensation
plans.
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
securities
|
|
|
|
|
|
|
|
|
|
available for
|
|
|
|
Number of
|
|
|
|
|
|
future issuance
|
|
|
|
securities to be
|
|
|
|
|
|
under equity
|
|
|
|
issued upon
|
|
|
Weighted average
|
|
|
compensation plans
|
|
|
|
exercise of
|
|
|
exercise price of
|
|
|
(excluding
|
|
|
|
outstanding
|
|
|
outstanding
|
|
|
securities
|
|
|
|
options, warrants
|
|
|
options, warrants
|
|
|
reflected in the
|
|
Plan Category
|
|
and rights (1)(2)
|
|
|
and rights (1)(2)
|
|
|
first column)
|
|
|
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|
Liberty Global, Inc. 2005 Incentive Plan (As
Amended and Restated Effective October 31,
2006) (3)
|
|
|
|
|
|
|
|
|
LGI Series A common stock
|
|
|
5,191,917
|
|
|
$
|
28.13
|
|
|
|
30,495,893
|
|
LGI Series B common stock
|
|
|
1,568,562
|
|
|
$
|
20.10
|
|
|
|
|
|
LGI Series C common stock
|
|
|
6,801,630
|
|
|
$
|
24.62
|
|
|
|
|
|
Liberty Global, Inc. 2005 Non-employee Director Incentive
Plan (As Amended and Restated Effective November 1,
2006) (4)(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI Series A common stock
|
|
|
267,576
|
|
|
$
|
28.57
|
|
|
|
9,395,091
|
|
LGI Series B common stock
|
|
|
|
|
|
$
|
|
|
|
|
|
|
LGI Series C common stock
|
|
|
267,576
|
|
|
$
|
27.17
|
|
|
|
|
|
Liberty Media International, Inc. Transitional Stock
Adjustment Plan (5)(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI Series A common stock
|
|
|
292,096
|
|
|
$
|
17.52
|
|
|
|
|
|
LGI Series B common stock
|
|
|
1,498,154
|
|
|
$
|
19.92
|
|
|
|
|
|
LGI Series C common stock
|
|
|
1,744,561
|
|
|
$
|
17.88
|
|
|
|
|
|
UGC Plans (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI Series A common stock
|
|
|
3,642,536
|
|
|
$
|
16.45
|
|
|
|
|
|
LGI Series B common stock
|
|
|
|
|
|
$
|
|
|
|
|
|
|
LGI Series C common stock
|
|
|
3,532,542
|
|
|
$
|
15.86
|
|
|
|
|
|
Equity compensation plans not approved by security
holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI Series A common stock
|
|
|
9,394,125
|
|
|
|
|
|
|
|
39,890,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI Series B common stock
|
|
|
3,066,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI Series C common stock
|
|
|
12,346,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This table includes stock appreciation rights (SARs) with
respect to 3,958,980 and 3,993,297 shares of LGI
Series A and Series C common stock, respectively. Upon
exercise, the appreciation of a SAR, which is the difference
between the base price of the SAR and the then-market value of
the underlying series of LGI common stock or in certain cases,
if lower, a specified price, may be paid in shares of the
applicable series of |
III-2
|
|
|
|
|
LGI common stock. Based upon the respective market prices of LGI
Series A and Series C common stock at
December 31, 2008 and excluding any related tax effects,
266,273 and 275,301 shares of LGI Series A and
Series C common stock, respectively, would have been issued
if all outstanding SARs had been exercised on December 31,
2008. For further information, see note 14 to our
consolidated financial statements. |
|
(2) |
|
In addition to the option and SAR information included in this
table, there are outstanding under the various incentive plans
restricted shares and restricted share unit awards with respect
to LGI common stock. |
|
(3) |
|
The incentive plan permits grants of, or with respect to, LGI
Series A, Series B or Series C common stock
subject to a single aggregate limit of 50 million shares
(of which no more than 25 million shares may consist of
Series B shares), subject to anti-dilution adjustments. As
of December 31, 2008, an aggregate of
30,495,893 shares of common stock were available for
issuance pursuant to the incentive plan before considering any
shares that might be issued in satisfaction of our obligations
under the LGI Performance Plans. No more than 23,372,168 of such
shares may consist of LGI Series B shares. For information
concerning the LGI Performance Plans, see note 14 to our
consolidated financial statements. |
|
(4) |
|
The non-employee director incentive plan permits grants of, or
with respect to, LGI Series A, Series B or
Series C common stock subject to a single aggregate limit
of 10 million shares (of which no more than 5 million
shares may consist of LGI Series B shares), subject to
anti-dilution adjustments. As of December 31, 2008, an
aggregate of 9,395,091 shares of common stock were
available for issuance pursuant to the non-employee director
incentive plan (of which no more than 5 million shares may
consist of LGI Series B shares). |
|
(5) |
|
Prior to LGI Internationals spin off from Liberty Media,
Liberty Media approved each of the non-employee director
incentive plan and the transitional plan in its capacity as the
then sole shareholder of LGI International. |
|
(6) |
|
The transitional plan was adopted in connection with LGI
Internationals spin off from Liberty Media to provide for
the supplemental award of options to purchase shares of LGI
common stock and restricted shares of LGI common stock, in each
case, pursuant to adjustments made to outstanding Liberty Media
stock incentive awards in accordance with the anti-dilution
provisions of Liberty Medias stock incentive plans. No
additional awards will be made under the transitional plan. |
|
(7) |
|
The UGC Plans are comprised of the UnitedGlobalCom, Inc. 1993
Stock Option Plan, amended and restated as of January 22,
2004; the UnitedGlobalCom, Inc. Stock Option Plan for
Non-Employee Directors, effective June 1, 1993, amended and
restated as of January 22, 2004; the UnitedGlobalCom, Inc.
Stock Option Plan for Non-Employee Directors, effective
March 20, 1998, amended and restated as of January 22,
2004; and the UnitedGlobalCom Equity Incentive Plan, amended and
restated effective October 17, 2003. Awards outstanding
under each of these plans were converted into awards with
respect to LGI common stock in the LGI Combination. No
additional awards will be made under these plans. |
III-3
PART IV
|
|
ITEM 15.
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
(a)(1) FINANCIAL STATEMENTS
The financial statements required under this Item begin on
page II-62
of this Annual Report.
(a)(2) FINANCIAL STATEMENT SCHEDULES
The financial statement schedules required under this Item are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
IV-9
|
|
|
|
|
IV-10
|
|
|
|
|
IV-11
|
|
|
|
|
IV-12
|
|
Separate Financial Statements of Subsidiaries Not Consolidated
and 50 Percent or Less Owned Persons:
|
|
|
|
|
SC Media & Commerce Inc. and Subsidiaries
|
|
|
|
|
|
|
|
IV-13
|
|
|
|
|
IV-14
|
|
|
|
|
IV-16
|
|
|
|
|
IV-17
|
|
|
|
|
IV-18
|
|
|
|
|
IV-19
|
|
|
|
|
IV-21
|
|
Telenet Group Holding NV
|
|
|
|
|
|
|
|
IV-48
|
|
|
|
|
IV-49
|
|
|
|
|
IV-50
|
|
|
|
|
IV-51
|
|
|
|
|
IV-52
|
|
|
|
|
IV-53
|
|
IV-1
(a) (3) EXHIBITS
Listed below are the exhibits filed as part of this Annual
Report (according to the number assigned to them in
Item 601 of
Regulation S-K):
|
|
|
|
|
3 Articles of
Incorporation and Bylaws:
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of the Registrant, dated
June 15, 2005 (incorporated by reference to
Exhibit 3.1 to the Registrants Current Report on
Form 8-K
filed June 16, 2005 (File
No. 000-51360)
(the Merger
8-K)).
|
|
3
|
.2
|
|
Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Merger
8-K).
|
4 Instruments
Defining the Rights of Securities Holders, including Indentures:
|
|
4
|
.1
|
|
Specimen certificate for shares of the Registrants
Series A common stock, par value $.01 per share
(incorporated by reference to Exhibit 4.1 to the Merger
8-K).
|
|
4
|
.2
|
|
Specimen certificate for shares of the Registrants
Series B common stock, par value $.01 per share
(incorporated by reference to Exhibit 4.2 to the Merger
8-K).
|
|
4
|
.3
|
|
Specimen certificate for shares of the Registrants
Series C Common Stock, par value $.01 per share
(incorporated by reference to Exhibit 3 to the
Registrants Registration Statement on
Form 8-A
filed August 24, 2005 (File
No. 000-51360)).
|
|
4
|
.4
|
|
Additional Facility Accession Agreement, dated March 9,
2005, among UPC Broadband Holding BV (UPC Broadband Holding), as
Borrower, TD Bank Europe Limited, as Facility Agent and Security
Agent, and the banks and financial institutions listed therein
as Additional Facility I Lenders, under the senior secured
credit agreement originally dated January 16, 2004, as
amended and restated from time to time among the Borrower, the
guarantors as defined therein, the Facility Agent and the
Security Agent and the bank and financial institutions acceding
thereto from time to time (the Facility Agreement) (incorporated
by reference to Exhibit 10.41 to the UnitedGlobalCom, Inc.
(UGC) Annual Report on
Form 10-K
filed March 14, 2005 (File
No. 000-49658)
(UGC 2004
10-K)).
|
|
4
|
.5
|
|
Deed of Amendment and Restatement, dated May 10, 2006,
among UPC Broadband Holding and UPC Financing Partnership (UPC
Financing), as Borrowers, the guarantors listed therein, and the
Senior Hedging Banks listed therein, with Toronto Dominion
(Texas) LLC, as Facility Agent, and TD Bank Europe Limited, as
Existing Security Agent, amending and restating the Facility
Agreement (incorporated by reference to Exhibit 4.1 to the
Registrants Quarterly Report on
Form 10-Q
filed May 10, 2006 (File
No. 000-51360)).
|
|
4
|
.6
|
|
Additional Facility Accession Agreement, dated July 3,
2006, among UPC Broadband Holding, as Borrower, Toronto Dominion
(Texas) LLC, as Facility Agent, TD Bank Europe Limited, as
Security Agent, and the Additional Facility L Lenders listed
therein, under the Facility Agreement (incorporated by reference
to Exhibit 4.1 to the Registrants Current Report on
Form 8-K
filed July 7, 2006 (File
No. 000-51360)).
|
|
4
|
.7
|
|
Amendment Letter, dated December 11, 2006, among UPC
Broadband Holding and UPC Financing, as Borrowers, the
guarantors listed therein and Toronto Dominion (Texas) LLC, as
Facility Agent, to the Facility Agreement (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K
filed December 12, 2006 (File
No. 000-5160)).
|
|
4
|
.8
|
|
Additional Facility M Accession Agreement, dated April 12,
2007, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC, as Facility Agent, TD Bank Europe
Limited, as Security Agent, and the Additional Facility M
Lenders listed therein under the Facility Agreement
(incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed April 17, 2007 (File
No. 000-51360)
(the Facility M
8-K)).
|
IV-2
|
|
|
|
|
|
4
|
.9
|
|
Additional Facility M Accession Agreement, dated April 13,
2007, among UPC Broadband Holding, UPC Financing (as Borrowers),
Toronto Dominion (Texas) LLC, as Facility Agent, TD Bank Europe
Limited, as Security Agent, and the Additional Facility M
Lenders listed therein, under the Facility Agreement
(incorporated by reference to Exhibit 4.2 to the Facility M
8-K).
|
|
4
|
.10
|
|
Amendment Letter, dated April 16, 2007, among UPC Broadband
Holding and UPC Financing, as Borrowers, the guarantors listed
therein, and Toronto Dominion (Texas) LLC, as Facility Agent, to
the Facility Agreement (incorporated by reference to
Exhibit 4.3 to the Facility M
8-K).
|
|
4
|
.11
|
|
Additional Facility M Accession Agreement, dated May 4,
2007, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC, as Facility Agent, TD Bank Europe
Limited, as Security Agent, and the Additional Facility M
Lenders listed therein, under the Facility Agreement
(incorporated by reference to Exhibit 4.4 to the
Registrants Quarterly Report on
Form 10-Q
filed May 10, 2007 (File No. 000-51360) (the
May 10, 2007
10-Q)).
|
|
4
|
.12
|
|
Additional Facility N Accession Agreement, dated May 11,
2007 among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC as Facility Agent and TD Bank
Europe as Security Agent, and the Additional Facility N Lenders
listed therein under the Facility Agreement (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K/A
filed May 15, 2007 (File
No. 000-51360)).
|
|
4
|
.13
|
|
Additional Facility M Accession Agreement, dated May 18,
2007, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC as Facility Agent and TD Bank
Europe Limited as Security Agent, and the Additional Facility M
Lenders listed therein, under the Facility Agreement
(incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed May 22, 2007 (File
No. 000-51360)
(the Facilities M&N
8-K)).
|
|
4
|
.14
|
|
Additional Facility N Accession Agreement, dated May 18,
2007, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC as Facility Agent and TD Bank
Europe Limited as Security Agent, and the Additional Facility N
Lenders listed therein under the Facility Agreement
(incorporated by reference to Exhibit 4.2 to the Facilities
M&N
8-K).
|
|
4
|
.15
|
|
Additional Facility O Accession Agreement dated August 12,
2008, among UPC Broadband Holding as Borrower, Toronto Dominion
(Texas) LLC as Facility Agent and TD Bank Europe Limited as
Security Agent, and the banks and financial institutions listed
therein as Additional Facility O Lenders under the Facility
Agreement (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed September 12, 2008 (File
No. 000-51360)).
|
|
4
|
.16
|
|
Additional Facility Accession Agreement dated September 9,
2008, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC as Facility Agent and TD Bank
Europe Limited as Security Agent, and the banks and financial
institutions listed therein as Additional Facility P Lenders
under the Facility Agreement (incorporated by reference to
Exhibit 4.1 to the Registrants Current Report on
Form 8-K
filed August 21, 2008 (File
No. 000-51360)).
|
|
4
|
.17
|
|
2,300,000,000 Credit Agreement, originally dated
August 1, 2007, and as amended and restated by a
supplemental agreements dated August 22, 2007,
September 11, 2007, and October 8, 2007, among Telenet
Bidco NV as Borrower, the parties listed therein as Original
Guarantors, ABN AMRO Bank N.V., BNP Paribas S.A. and
J.P. Morgan PLC as Mandated Lead Arrangers, BNP Paribas
S.A. as Facility Agent, KBC Bank NV as Security Agent and the
financial institutions listed therein as Initial Original
Lenders (the Telenet Credit Facility) (incorporated by reference
to Exhibit 4.1 to the Registrants Current Report on
Form 8-K
filed October 10, 2007 (File
No. 000-51360)).
|
IV-3
|
|
|
|
|
|
4
|
.18
|
|
Amendment Letter dated November 19, 2007, among Telenet
Bidco NV, Telenet NV, UPC Belgium NV and BNP Paribas S.A., to
the Telenet Credit Facility (incorporated by reference to
Exhibit 4.1 to the Registrants Current Report on
Form 8-K
filed November 21, 2007 (File
No. 000-51360)).
|
|
4
|
.19
|
|
Letter dated May 7, 2008 from Telenet Bidco NV to BNP
Paribas S.A. as Facility Agent which amends the Telenet Credit
Facility (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K/A
filed May 28, 2008 (File
No. 000-51360)).
|
|
4
|
.20
|
|
Letter dated May 7, 2008 from BNP Paribas S.A. as Facility
Agent to Telenet Bidco NV, which amends the Telenet Credit
Facility (incorporated by reference to Exhibit 4.2 to the
Registrants
Form 8-K/A
filed May 28, 2008 (File
No. 000-51360)).
|
|
4
|
.21
|
|
The Registrant undertakes to furnish to the Securities and
Exchange Commission, upon request, a copy of all instruments
with respect to long-term debt not filed herewith.
|
10 Material
Contracts:
|
|
10
|
.1
|
|
Liberty Global, Inc. 2005 Incentive Plan (As Amended and
Restated Effective October 31, 2006) (the Incentive Plan)
(incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on
Form 8-K
filed November 6, 2006 (File
No. 000-51360)
(the November 2006
8-K)).
|
|
10
|
.2
|
|
Form of the Non-Qualified Stock Option Agreement under the
Incentive Plan (incorporated by reference to Exhibit 10.2
to the Registrants Quarterly Report on
Form 10-Q
filed May 7, 2008 (File
No. 000-51360)
(the May 7, 2008
10-Q)).
|
|
10
|
.3
|
|
Form of Stock Appreciation Rights Agreement under the Incentive
Plan (incorporated by reference to Exhibit 10.3 to the
May 7, 2008
10-Q).
|
|
10
|
.4
|
|
Form of Restricted Shares Agreement under the Incentive Plan
(incorporated by reference to Exhibit 99.3 to the
Registrants Current Report on
Form 8-K
filed August 19, 2005 (File
No. 000-51360).
|
|
10
|
.5
|
|
Form of Restricted Share Units Agreement under the Incentive
Plan (incorporated by reference to Exhibit 10.1 to the
May 7, 2008
10-Q).
|
|
10
|
.6
|
|
Non-Qualified Stock Option Agreement, dated as of June 7,
2004, between John C. Malone and the Registrant (as assignee of
LGI international, Inc., fka Liberty Media International, Inc.,
the predecessor issuer to the Registrant (LGI International))
under the Incentive Plan (the Malone Award Agreement)
(incorporated by reference to Exhibit 7(A) to
Mr. Malones Schedule 13D/A (Amendment
No. 1) with respect to LGI Internationals common
stock filed July 14, 2004 (File
No. 005-79904)).
|
|
10
|
.7
|
|
Form of Amendment to the Malone Award Agreement (incorporated by
reference to Exhibit 99.3 to the Registrants Current
Report on
Form 8-K
filed December 27, 2005 (File
No. 000-51360)
(the 409A
8-K)).
|
|
10
|
.8
|
|
Notice to Holders of Liberty Global, Inc. Stock Options Awarded
by Liberty Media International, Inc. of Additional Method of
Payment of Option Price dated March 6, 2008 (incorporated
by reference to Exhibit 10.4 to the May 7, 2008
10-Q).
|
|
10
|
.9
|
|
Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan
(as Amended and Restated Effective November 1, 2006) (the
Director Plan) (incorporated by reference to Exhibit 99.2
to the November 2006
8-K).
|
|
10
|
.10
|
|
Form of Restricted Shares Agreement under the Director Plan
(incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on
Form 8-K/A
(Amendment No. 1) filed August 11, 2006 (File
No. 000-51360).
|
|
10
|
.11
|
|
Form of Non-Qualified Stock Option Agreement under the Director
Plan (incorporated by reference to Exhibit 10.2 to the
Registrants Quarterly Report on
Form 10-Q
filed August 5, 2008 (File
No. 000-51360)
(the August 5, 2008
10-Q)).
|
IV-4
|
|
|
|
|
|
10
|
.12
|
|
Form of Restricted Share Units Agreement under the Director Plan
(incorporated by reference to Exhibit 10.1 to the
August 5, 2008
10-Q).
|
|
10
|
.13
|
|
Liberty Global, Inc. Compensation Policy for Nonemployee
Directors (As Amended and Restated Effective June 7, 2006)
(incorporated by reference to Exhibit 10.1 to the
Registrants Current Report on
Form 8-K
filed June 12, 2006 (File
No. 000-51360)
(the June 2006
8-K)).
|
|
10
|
.14
|
|
Liberty Global, Inc. Senior Executive Performance Incentive Plan
(As Amended and Restated Effective May 2, 2007) (the SEP
Incentive Plan) (incorporated by reference to Exhibit 10.2
to the May 10, 2007
10-Q).
|
|
10
|
.15
|
|
Form of Participation Certificate under the SEP Incentive Plan
(incorporated by reference to Exhibit 10.3 to the
May 10, 2007
10-Q).
|
|
10
|
.16
|
|
Form of Verification of Incentive Award Terms under the
Incentive Plan (incorporated by reference to Exhibit 10.4
to the August 5, 2008
10-Q).
|
|
10
|
.17
|
|
Liberty Global, Inc. 2008 Annual Performance Award Plan for
executive officers and key employees under the Incentive Plan
(description of said plan is incorporated by reference to the
description thereof included in Item 5.02(e) of the
Registrants Current Report on
Form 8-K
filed February 26, 2008 (File No. 000-51360)).
|
|
10
|
.18
|
|
Liberty Global, Inc. 2007 Annual Bonus Plan for executive
officers and key employees under the Incentive Plan (description
of said plan is incorporated by reference to the description
thereof included in Item 5.02(e) of the Registrants
Current Report on
Form 8-K
filed March 2, 2007 (File
No. 000-51360)).
|
|
10
|
.19
|
|
Deferred Compensation Plan (adopted Effective December 15,
2008).*
|
|
10
|
.20
|
|
Form of Deferral Election Form under the Deferred Compensation
Plan.*
|
|
10
|
.21
|
|
Liberty Media International, Inc. Transitional Stock Adjustment
Plan (the Transitional Plan) (incorporated by reference to
Exhibit 4.5 to LGI Internationals Registration
Statement on
Form S-8
filed June 23, 2004 (File
No. 333-116790)).
|
|
10
|
.22
|
|
Form of Non-Qualified Stock Option Exercise Price Amendment
under the Transitional Plan (incorporated by reference to
Exhibit 99.1 to the 409A
8-K).
|
|
10
|
.23
|
|
Form of Non-Qualified Stock Option Amendment under the
Transitional Plan (incorporated by reference to
Exhibit 99.2 to the 409A
8-K).
|
|
10
|
.24
|
|
UnitedGlobalCom, Inc. Equity Incentive Plan (amended and
restated effective October 17, 2003) (incorporated by
reference to Exhibit 10.17 to the Registrants Annual
Report on
Form 10-K
filed March 1, 2007 (File
No. 000-51360)
(the 2006
10-K)).
|
|
10
|
.25
|
|
UnitedGlobalCom, Inc. 1993 Stock Option Plan (amended and
restated effective January 22, 2004) (incorporated by
reference to Exhibit 10.6 to the UGC Annual Report on
Form 10-K
filed March 15, 2004 (File
No. 000-49658)
(the UGC 2003
10-K)).
|
|
10
|
.26
|
|
Form of Amendment to Stock Appreciation Rights Agreement under
the UnitedGlobalCom, Inc. 2003 Equity Incentive Plan (amended
and restated effective October 17, 2003) (incorporated by
reference to Exhibit 99.1 to the Registrants Current
Report on
Form 8-K
filed December 6, 2005 (File
No. 000-51360)).
|
|
10
|
.27
|
|
Stock Option Plan for Non-Employee Directors of UGC, effective
March 20, 1998, amended and restated as of January 22,
2004 (incorporated by reference to Exhibit 10.8 to the UGC
2003 10-K)
|
|
10
|
.28
|
|
Form of Letter Agreement dated December 22, 2006, between
United Chile LLC and certain employees of the Registrant,
including three executive officers and a director (incorporated
by reference to Exhibit 10.22 to the 2006
10-K).
|
|
10
|
.29
|
|
Notice to Holders of United Chile Synthetic Options, Right to
Amend Grant Agreement dated December 16, 2008 with
Amendment Election Form.*
|
IV-5
|
|
|
|
|
|
10
|
.30
|
|
Form of Indemnification Agreement between the Registrant and its
Directors (incorporated by reference to Exhibit 10.19 to
the Registrants Annual Report on
Form 10-K
filed March 14, 2006 (File
No. 000-51360)
(the 2005
10-K)).
|
|
10
|
.31
|
|
Form of Indemnification Agreement between the Registrant and its
Executive Officers (incorporated by reference to
Exhibit 10.20 of the 2005
10-K).
|
|
10
|
.32
|
|
Personal Usage of Aircraft Policy (incorporated by reference to
Exhibit 99.1 to the Registrants Current Report on
Form 8-K
filed November 21, 2005 (File
No. 000-51360)).
|
|
10
|
.33
|
|
Form of Termination Agreement relating to Aircraft Time Sharing
Agreement (incorporated by reference to Exhibit 10.3 to the
August 5, 2008
10-Q).
|
|
10
|
.34
|
|
Executive Service Agreement, dated December 15, 2004,
between UPC Services Limited and Charles Bracken (incorporated
by reference to Exhibit 10.15 to the UGC 2004
10-K).
|
|
10
|
.35
|
|
Employment Agreement, effective April 19, 2000, among UGC,
United Pan-Europe Communications NV, now known as Liberty Global
Europe NV (Liberty Global Europe), and Gene Musselman
(incorporated by reference to Exhibit 10.27 to the UGC 2003
10-K).
|
|
10
|
.36
|
|
Addendum to Employment Agreement, dated as of September 3,
2003, among UGC, Liberty Global Europe and Gene Musselman
(incorporated by reference to Exhibit 10.28 to the UGC 2003
10-K).
|
|
10
|
.37
|
|
Contract Extension Letter, dated November 2, 2005, among
UGC, Liberty Global Europe and Gene Musselman (incorporated by
reference to Exhibit 10.26 to the 2005
10-K).
|
|
10
|
.38
|
|
Amendment to Employment Agreement, dated June 5, 2008,
among UPC Broadband Holding Services B.V. (as assignee of
Liberty Global Europe N.V.), Registrant (as assignee of UGC) and
Gene Musselman (incorporated by reference to Exhibit 10.1
to the Registrants Quarterly Report on
Form 10-Q
filed November 5, 2008 (File
No. 000-51360)).
|
|
10
|
.39
|
|
Employment Agreement, effective November 1, 2007, between
Liberty Global Services II, LLC and Shane ONeill
(incorporated by reference to Exhibit 10.2 to the
Registrants Quarterly Report on
Form 10-Q
filed November 8, 2007 (the November 8, 2007
10-Q)).
|
|
10
|
.40
|
|
Executive Service Agreement, effective November 1, 2007,
between Chellomedia Services Ltd. and Shane ONeill
(incorporated by reference to Exhibit 10.3 to the
November 8, 2007
10-Q).
|
|
10
|
.41
|
|
Deed of Indemnity, effective November 1, 2007, between the
Registrant and Shane ONeill (incorporated by reference to
Exhibit 10.4 to the November 8, 2007
10-Q).
|
|
10
|
.42
|
|
Executive Service Agreement, dated November 30, 2006,
between Liberty Global Europe Ltd. and Miranda Curtis
(incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on
Form 8-K
filed December 4, 2006 (File
No. 000-51360)).
|
|
10
|
.43
|
|
Employment Agreement, effective July 2, 2007, between
Liberty Global Services, LLC and Mauricio Ramos (incorporated by
reference to Exhibit 10.8 to the Registrants
Quarterly Report on
Form 10-Q
filed August 9, 2007 (the August 9, 2007
10-Q)).
|
|
10
|
.44
|
|
Employment Contract, effective July 2, 2007, between VTR
Global Com S.A. and Mauricio Ramos (free translation of the
Spanish original) (incorporated by reference to
Exhibit 10.9 to the August 9, 2007
10-Q).
|
|
10
|
.45
|
|
VTR Global Com S.A. 2006 Phantom SAR Plan (the VTR Plan)
(incorporated by reference to Exhibit 10.39 to the
Registrants Annual Report on
Form 10-K
filed February 26, 2008 (the 2008
10-K))
|
|
10
|
.46
|
|
Form of Grant Agreement for U.S. Taxpayers under the VTR Plan
(incorporated by reference to Exhibit 10.40 to the 2008
10-K).
|
IV-6
|
|
|
|
|
|
10
|
.47
|
|
Second Amended and Restated Stockholders Agreement, dated
as of August 14, 2007, among the Registrant, Miranda
Curtis, Graham Hollis, Yasushige Nishimura, Liberty Jupiter,
Inc., and, solely for purposes of Section 7 thereof, LGI
International, Inc. and Liberty Media International Holdings,
LLC, (incorporated by reference to Exhibit 10.1 to
Registrants Quarterly Report
Form 10-Q
filed November 8, 2007 (File
No. 000-51360)).
|
|
10
|
.48
|
|
Amended and Restated Operating Agreement, dated
November 26, 2004 (the Operating Agreement), among Liberty
Japan, Inc., Liberty Japan II, Inc., Liberty Global Japan LLC,
fka LMI Holdings Japan LLC, Liberty Kanto, Inc., Liberty
Jupiter, Inc. and Sumitomo Corporation, and solely with respect
to certain provisions thereof, the Registrant (as successor to
LGI International) (incorporated by reference to
Exhibit 10.27 of LGI Internationals Annual Report on
Form 10-K
filed March 14, 2005 (File
No. 0000-50671)).
|
|
10
|
.49
|
|
First Amendment dated as of May 22, 2007, to the Operating
Agreement, among Liberty Japan, Inc., Liberty Japan II, Inc.,
Liberty Global Japan LLC, fka LMI Holdings Japan, LLC, Liberty
Kanto, Inc., Liberty Jupiter, Inc. and Sumitomo Corporation,
and, solely with respect to certain provisions thereof, the
Registrant (incorporated by reference to Registrants
Current Report on
Form 8-K
filed June 26, 2007 (File
No. 000-51360)).
|
|
10
|
.50
|
|
Preemptive Rights Agreement dated as of January 4, 2008,
among O3B Networks Limited, LGI Ventures BV, Gregory Wyler and
John Dick (incorporated by reference to Exhibit 10.51 to
the 2008
10-K).
|
|
10
|
.51
|
|
Right of First Offer Agreement dated as of January 4, 2008,
among O3B Networks Limited, LGI Ventures BV, Gregory Wyler and
John Dick (incorporated by reference to Exhibit 10.52 to
the 2008
10-K).
|
|
10
|
.52
|
|
Right of First Offer Agreement dated as of January 4, 2008,
among O3B Networks Limited, LGI Ventures BV, Gregory Wyler and
Paul Gould (incorporated by reference to Exhibit 10.53 to
the 2008
10-K).
|
21 List of
Subsidiaries*
|
23 Consent of
Experts and Counsel:
|
|
23
|
.1
|
|
Consent of KPMG LLP*
|
|
23
|
.2
|
|
Consent of PricewaterhouseCoopers Bedrijfsrevisoren bcvba*
|
|
23
|
.3
|
|
Consent of KPMG AZSA & Co.*
|
|
23
|
.4
|
|
Consent of PricewaterhouseCoopers Bedrijfsrevisoren bcvba*
|
31 Rule
13a-14(a)/15d-14(a) Certification:
|
|
31
|
.1
|
|
Certification of President and Chief Executive Officer*
|
|
31
|
.2
|
|
Certification of Senior Vice President and Co-Chief Financial
Officer (Principal Financial Officer)*
|
|
31
|
.3
|
|
Certification of Senior Vice President and Co-Chief Financial
Officer (Principal Accounting Officer)*
|
32 Section 1350
Certification *
|
IV-7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Liberty Global, Inc.
Dated: February 23, 2009
|
|
|
|
By
|
/s/ Elizabeth
M. Markowski
|
Elizabeth M. Markowski
Senior Vice President, Secretary and General Counsel
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ John
C. Malone
John
C. Malone
|
|
Chairman of the Board
|
|
February 23, 2009
|
/s/ Michael
T. Fries
Michael
T. Fries
|
|
Chief Executive Officer, President and Director
|
|
February 23, 2009
|
/s/ John
P. Cole
John
P. Cole
|
|
Director
|
|
February 23, 2009
|
/s/ John
W. Dick
John
W. Dick
|
|
Director
|
|
February 23, 2009
|
/s/ Paul
A. Gould
Paul
A. Gould
|
|
Director
|
|
February 23, 2009
|
/s/ Richard
R. Green
Richard
R. Green
|
|
Director
|
|
February 23, 2009
|
/s/ David
E. Rapley
David
E. Rapley
|
|
Director
|
|
February 23, 2009
|
/s/ Larry
E. Romrell
Larry
E. Romrell
|
|
Director
|
|
February 23, 2009
|
/s/ J.
C. Sparkman
J.
C. Sparkman
|
|
Director
|
|
February 23, 2009
|
/s/ J.
David Wargo
J.
David Wargo
|
|
Director
|
|
February 23, 2009
|
/s/ Charles
H.R. Bracken
Charles
H.R. Bracken
|
|
Senior Vice President and Co-Chief Financial Officer (Principal
Financial Officer)
|
|
February 23, 2009
|
/s/ Bernard
G. Dvorak
Bernard
G. Dvorak
|
|
Senior Vice President and Co-Chief Financial Officer (Principal
Accounting Officer)
|
|
February 23, 2009
|
IV-8
LIBERTY
GLOBAL, INC.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(Parent Company Information See Notes to
Consolidated Financial Statements)
CONDENSED
BALANCE SHEETS
(Parent Company Only)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
in millions
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
0.1
|
|
|
$
|
62.0
|
|
Deferred income taxes
|
|
|
20.0
|
|
|
|
|
|
Other current assets
|
|
|
1.9
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
22.0
|
|
|
|
62.2
|
|
|
|
|
|
|
|
|
|
|
Investments in consolidated subsidiaries, including intercompany
balances
|
|
|
3,523.8
|
|
|
|
5,901.0
|
|
Property and equipment, at cost
|
|
|
2.3
|
|
|
|
1.6
|
|
Accumulated depreciation
|
|
|
(1.0
|
)
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
1.3
|
|
|
|
1.1
|
|
Deferred income taxes
|
|
|
73.0
|
|
|
|
58.4
|
|
Other assets, net
|
|
|
|
|
|
|
3.0
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,620.1
|
|
|
$
|
6,025.7
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
10.5
|
|
|
$
|
66.0
|
|
Accrued stock-based compensation
|
|
|
113.3
|
|
|
|
|
|
Accrued liabilities and other
|
|
|
11.9
|
|
|
|
15.4
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
135.7
|
|
|
|
81.4
|
|
Accrued stock-based compensation
|
|
|
89.3
|
|
|
|
108.2
|
|
Other long-term liabilities
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
227.1
|
|
|
|
189.6
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Series A common stock, $.01 par value. Authorized
500,000,000 shares; issued and outstanding 136,334,241 and
174,687,478 shares, respectively
|
|
|
1.4
|
|
|
|
1.7
|
|
Series B common stock, $.01 par value. Authorized
50,000,000 shares; issued and outstanding 7,191,210 and
7,256,353 shares, respectively
|
|
|
0.1
|
|
|
|
0.1
|
|
Series C common stock, $.01 par value. Authorized
500,000,000 shares; issued and outstanding 137,703,628 and
172,129,524 shares, respectively
|
|
|
1.4
|
|
|
|
1.7
|
|
Additional paid-in capital
|
|
|
4,124.0
|
|
|
|
6,293.2
|
|
Accumulated deficit
|
|
|
(1,874.9
|
)
|
|
|
(1,319.1
|
)
|
Accumulated other comprehensive earnings, net of taxes
|
|
|
1,141.0
|
|
|
|
858.5
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
3,393.0
|
|
|
|
5,836.1
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
3,620.1
|
|
|
$
|
6,025.7
|
|
|
|
|
|
|
|
|
|
|
IV-9
LIBERTY
GLOBAL, INC.
SCHEDULE I
CONDENSED
FINANCIAL INFORMATION OF REGISTRANT
(Parent
Company Information See Notes to Consolidated
Financial Statements)
CONDENSED
STATEMENTS OF OPERATIONS
(Parent Company Only)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative (including stock-based
compensation)
|
|
$
|
126.8
|
|
|
$
|
128.6
|
|
|
$
|
66.4
|
|
Depreciation and amortization
|
|
|
0.4
|
|
|
|
0.3
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(127.2
|
)
|
|
|
(128.9
|
)
|
|
|
(66.6
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net
|
|
|
(1.4
|
)
|
|
|
(4.7
|
)
|
|
|
0.3
|
|
Other income (expense), net
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.6
|
)
|
|
|
(4.7
|
)
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes and equity in earnings (losses) of
consolidated subsidiaries, net
|
|
|
(128.8
|
)
|
|
|
(133.6
|
)
|
|
|
(66.2
|
)
|
Equity in earnings (losses) of consolidated subsidiaries, net
|
|
|
(702.6
|
)
|
|
|
(337.9
|
)
|
|
|
752.4
|
|
Income tax benefit
|
|
|
42.5
|
|
|
|
48.9
|
|
|
|
20.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
(788.9
|
)
|
|
$
|
(422.6
|
)
|
|
$
|
706.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IV-10
LIBERTY
GLOBAL, INC.
SCHEDULE I
CONDENSED
FINANCIAL INFORMATION OF REGISTRANT
(Parent
Company Information See Notes to Consolidated
Financial Statements)
CONDENSED
STATEMENT OF CASH FLOWS
(Parent Company Only)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
in millions
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
(788.9
|
)
|
|
$
|
(422.6
|
)
|
|
$
|
706.2
|
|
Adjustments to reconcile net earnings (loss) to net cash
provided (used) by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in losses (earnings) of consolidated subsidiaries, net
|
|
|
702.6
|
|
|
|
337.9
|
|
|
|
(752.4
|
)
|
Stock-based compensation
|
|
|
69.8
|
|
|
|
75.1
|
|
|
|
27.6
|
|
Amortization of deferred financing costs
|
|
|
0.8
|
|
|
|
0.6
|
|
|
|
|
|
Depreciation and amortization
|
|
|
0.4
|
|
|
|
0.3
|
|
|
|
0.2
|
|
Deferred income tax expense (benefit)
|
|
|
(34.6
|
)
|
|
|
(22.5
|
)
|
|
|
3.6
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables and other operating assets
|
|
|
(1.6
|
)
|
|
|
3.0
|
|
|
|
(2.4
|
)
|
Payables and accruals
|
|
|
(56.7
|
)
|
|
|
66.8
|
|
|
|
(15.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities
|
|
|
(108.2
|
)
|
|
|
38.6
|
|
|
|
(32.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net distributions and advances received from subsidiaries and
affiliates
|
|
|
2,300.8
|
|
|
|
1,760.9
|
|
|
|
1,789.4
|
|
Capital expended for property and equipment
|
|
|
(0.6
|
)
|
|
|
(0.4
|
)
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities
|
|
|
2,300.2
|
|
|
|
1,760.5
|
|
|
|
1,788.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock
|
|
|
(2,271.8
|
)
|
|
|
(1,796.8
|
)
|
|
|
(1,756.9
|
)
|
Borrowings of debt
|
|
|
215.0
|
|
|
|
|
|
|
|
|
|
Repayments of debt
|
|
|
(215.0
|
)
|
|
|
|
|
|
|
|
|
Proceeds from issuance of LGI common stock upon exercise of
stock options
|
|
|
17.9
|
|
|
|
42.9
|
|
|
|
17.5
|
|
Other financing activities, net
|
|
|
|
|
|
|
(3.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by financing activities
|
|
|
(2,253.9
|
)
|
|
|
(1,757.4
|
)
|
|
|
(1,739.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(61.9
|
)
|
|
|
41.7
|
|
|
|
16.4
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
62.0
|
|
|
|
20.3
|
|
|
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
0.1
|
|
|
$
|
62.0
|
|
|
$
|
20.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IV-11
LIBERTY
GLOBAL, INC.
SCHEDULE II
VALUATION
AND QUALIFYING ACCOUNTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
Balance at
|
|
|
Additions
|
|
|
|
|
|
|
|
|
currency
|
|
|
Balance at
|
|
|
|
beginning
|
|
|
to costs
|
|
|
|
|
|
Deductions
|
|
|
translation
|
|
|
end of
|
|
|
|
of period
|
|
|
and expenses
|
|
|
Acquisitions
|
|
|
or write-offs
|
|
|
adjustments
|
|
|
period
|
|
|
|
in millions
|
|
|
Year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
$
|
73.6
|
|
|
|
46.0
|
|
|
|
2.4
|
|
|
|
(50.4
|
)
|
|
|
4.9
|
|
|
$
|
76.5
|
|
2007
|
|
$
|
76.5
|
|
|
|
73.6
|
|
|
|
23.7
|
|
|
|
(57.9
|
)
|
|
|
9.5
|
|
|
$
|
125.4
|
|
2008
|
|
$
|
125.4
|
|
|
|
82.9
|
|
|
|
0.5
|
|
|
|
(53.6
|
)
|
|
|
(10.6
|
)
|
|
$
|
144.6
|
|
IV-12
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
SC Media & Commerce Inc.
We have audited the accompanying consolidated balance sheets of
SC Media & Commerce Inc. (formerly Jupiter TV Co.,
Ltd.) and subsidiaries as of June 30, 2007 and
December 31, 2006, and the related consolidated statements
of operations, comprehensive income, shareholders equity,
and cash flows for the six-month period ended June 30, 2007
and each of the years in the two-year period ended
December 31, 2006. These consolidated financial statements
are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of SC Media & Commerce Inc. and subsidiaries
as of June 30, 2007 and December 31, 2006, and the
results of their operations and their cash flows for the
six-month period ended June 30, 2007 and each of the years
in the two-year period ended December 31, 2006, in
conformity with U.S. generally accepted accounting
principles.
KPMG AZSA & Co.
Tokyo, Japan
February 15, 2008
IV-13
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
Related party (Note 19)
|
|
¥
|
14,100,000
|
|
|
¥
|
14,850,000
|
|
Other
|
|
|
12,001,778
|
|
|
|
8,368,450
|
|
Accounts receivable, less allowance for doubtful accounts of
¥7,857 thousand in 2007 and ¥7,986 thousand in 2006
|
|
|
|
|
|
|
|
|
Related party (Note 19)
|
|
|
262,835
|
|
|
|
235,832
|
|
Other
|
|
|
6,197,749
|
|
|
|
7,560,107
|
|
Retail inventories
|
|
|
4,797,966
|
|
|
|
3,516,137
|
|
Program rights and language versioning, net (Note 4)
|
|
|
952,981
|
|
|
|
695,410
|
|
Deferred income taxes (Note 14)
|
|
|
2,155,189
|
|
|
|
2,267,201
|
|
Prepaid and other current assets
|
|
|
589,391
|
|
|
|
704,309
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
41,057,889
|
|
|
|
38,197,446
|
|
|
|
|
|
|
|
|
|
|
Investments (Note 5)
|
|
|
8,613,754
|
|
|
|
8,396,505
|
|
Property and equipment, net (Notes 6, 12 and 15)
|
|
|
7,740,121
|
|
|
|
7,577,906
|
|
Software development costs, net (Note 7)
|
|
|
4,654,526
|
|
|
|
4,443,317
|
|
Program rights and language versioning, excluding current
portion, net (Note 4)
|
|
|
80,897
|
|
|
|
284,071
|
|
Goodwill (Note 9)
|
|
|
286,263
|
|
|
|
286,263
|
|
Other intangible assets, net (Note 8)
|
|
|
179,491
|
|
|
|
192,143
|
|
Deferred income taxes (Note 14)
|
|
|
676,970
|
|
|
|
841,607
|
|
Other assets, net
|
|
|
979,026
|
|
|
|
951,909
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
64,268,937
|
|
|
¥
|
61,171,167
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
IV-14
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS (Continued)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Short-term debt (related party) (Notes 13 and 19)
|
|
¥
|
3,940,000
|
|
|
¥
|
290,000
|
|
Current portion of long-term debt (Note 13)
|
|
|
|
|
|
|
1,600,000
|
|
Obligations under capital leases, current installments (related
party) (Notes 12 and 19):
|
|
|
591,142
|
|
|
|
467,289
|
|
Accounts payable:
|
|
|
|
|
|
|
|
|
Related party (Note 19)
|
|
|
158,527
|
|
|
|
412,072
|
|
Other
|
|
|
4,916,893
|
|
|
|
7,894,053
|
|
Accrued liabilities:
|
|
|
|
|
|
|
|
|
Related party (Note 19)
|
|
|
1,606,375
|
|
|
|
1,291,395
|
|
Other
|
|
|
2,419,457
|
|
|
|
1,789,467
|
|
Income taxes payable
|
|
|
3,448,564
|
|
|
|
5,573,428
|
|
Advances from affiliate
|
|
|
3,370,000
|
|
|
|
2,180,000
|
|
Deferred income taxes (Note 14)
|
|
|
2,430
|
|
|
|
1,797
|
|
Accrued pension and severance costs (Note 16)
|
|
|
193,528
|
|
|
|
30,590
|
|
Other current liabilities
|
|
|
1,582,307
|
|
|
|
1,566,732
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
22,229,223
|
|
|
|
23,096,823
|
|
Long-term debt, excluding current portion (Notes 13)
|
|
|
|
|
|
|
800,000
|
|
Obligations under capital lease, excluding current portion
(Notes 12 and 19):
|
|
|
1,367,796
|
|
|
|
1,265,684
|
|
Accrued pension and severance costs (Note 16)
|
|
|
347,536
|
|
|
|
477,058
|
|
Deferred income taxes (Note 14)
|
|
|
410,126
|
|
|
|
379,227
|
|
Other liabilities (Notes 15)
|
|
|
333,379
|
|
|
|
331,103
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
24,688,060
|
|
|
|
26,349,895
|
|
|
|
|
|
|
|
|
|
|
Minority interests
|
|
|
10,452,366
|
|
|
|
9,270,294
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 12, 17 and 21)
|
|
|
|
|
|
|
|
|
Shareholders equity (Note 18):
|
|
|
|
|
|
|
|
|
Common stock no par value:
|
|
|
|
|
|
|
|
|
Authorized 460,000 shares; issued and outstanding
360,681 shares in 2007 and 360,680 shares in 2006
|
|
|
11,434,364
|
|
|
|
11,434,000
|
|
Additional paid-in capital
|
|
|
7,266,493
|
|
|
|
7,266,129
|
|
Retained earnings
|
|
|
10,419,144
|
|
|
|
6,850,849
|
|
Accumulated other comprehensive income
|
|
|
8,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
29,128,511
|
|
|
|
25,550,978
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
¥
|
64,268,937
|
|
|
¥
|
61,171,167
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
IV-15
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail sales, net
|
|
¥
|
46,882,903
|
|
|
¥
|
98,581,185
|
|
|
¥
|
75,676,822
|
|
Television programming revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party (Note 19)
|
|
|
1,274,938
|
|
|
|
2,068,552
|
|
|
|
1,894,734
|
|
Other
|
|
|
4,661,864
|
|
|
|
8,796,869
|
|
|
|
7,550,155
|
|
Services and other revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party (Note 19)
|
|
|
602,919
|
|
|
|
1,127,181
|
|
|
|
957,801
|
|
Other
|
|
|
594,136
|
|
|
|
1,269,414
|
|
|
|
1,564,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
54,016,760
|
|
|
|
111,843,201
|
|
|
|
87,644,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of retail sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party (Note 19)
|
|
|
1,724,043
|
|
|
|
3,586,299
|
|
|
|
2,870,371
|
|
Other
|
|
|
27,372,731
|
|
|
|
54,629,263
|
|
|
|
41,227,980
|
|
Cost of programming and distribution:
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party (Note 19)
|
|
|
1,486,015
|
|
|
|
2,961,635
|
|
|
|
2,770,766
|
|
Other
|
|
|
4,889,835
|
|
|
|
8,841,068
|
|
|
|
8,732,559
|
|
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party (Note 19)
|
|
|
776,458
|
|
|
|
1,345,305
|
|
|
|
1,052,691
|
|
Other
|
|
|
8,023,133
|
|
|
|
16,167,992
|
|
|
|
13,234,077
|
|
Depreciation and amortization
|
|
|
1,526,667
|
|
|
|
2,467,685
|
|
|
|
1,783,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
45,798,882
|
|
|
|
89,999,247
|
|
|
|
71,672,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
8,217,878
|
|
|
|
21,843,954
|
|
|
|
15,971,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
Related parties (Note 19)
|
|
|
6,153
|
|
|
|
(50,297
|
)
|
|
|
(41,390
|
)
|
Other
|
|
|
(30,452
|
)
|
|
|
(36,021
|
)
|
|
|
(72,215
|
)
|
Foreign exchange gain
|
|
|
98,281
|
|
|
|
174,408
|
|
|
|
477,351
|
|
Equity in income of equity-method affiliates (Note 5)
|
|
|
225,811
|
|
|
|
72,919
|
|
|
|
53,925
|
|
Gain on sale of investment in affiliate (Note 5)
|
|
|
11
|
|
|
|
|
|
|
|
116,441
|
|
Impairment loss on investment (Note 5)
|
|
|
|
|
|
|
|
|
|
|
(30,000
|
)
|
Other income (expense), net
|
|
|
(26,632
|
)
|
|
|
53,129
|
|
|
|
16,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
273,172
|
|
|
|
214,138
|
|
|
|
520,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes and
minority interest
|
|
|
8,491,050
|
|
|
|
22,058,092
|
|
|
|
16,492,384
|
|
Income tax expense (Note 14)
|
|
|
(3,743,463
|
)
|
|
|
(9,317,087
|
)
|
|
|
(6,397,810
|
)
|
Minority interest in earnings, net of income taxes
|
|
|
(1,175,464
|
)
|
|
|
(3,475,008
|
)
|
|
|
(2,594,393
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations
|
|
|
3,572,123
|
|
|
|
9,265,997
|
|
|
|
7,500,181
|
|
Net loss from discontinued operations (Note 3), net of
income tax benefit of ¥2,627, ¥864,190 and
¥939,904, respectively
|
|
|
(3,828
|
)
|
|
|
(1,260,616
|
)
|
|
|
(1,446,996
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
¥
|
3,568,295
|
|
|
¥
|
8,005,381
|
|
|
¥
|
6,053,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
IV-16
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Net income for the period
|
|
¥
|
3,568,295
|
|
|
¥
|
8,005,381
|
|
|
¥
|
6,053,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized (loss) gain on derivative instruments, net of
income taxes
|
|
|
(666
|
)
|
|
|
|
|
|
|
44,096
|
|
Reclassification adjustment for loss (gain) included in net
income, net of income taxes
|
|
|
9,176
|
|
|
|
(38,181
|
)
|
|
|
10,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
8,510
|
|
|
|
(38,181
|
)
|
|
|
54,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
¥
|
3,576,805
|
|
|
¥
|
7,967,200
|
|
|
¥
|
6,108,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
IV-17
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Common stock (Note 18):
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
¥
|
11,434,000
|
|
|
¥
|
11,434,000
|
|
|
¥
|
11,434,000
|
|
Issuance of common stock
|
|
|
364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
11,434,364
|
|
|
|
11,434,000
|
|
|
|
11,434,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital (Note 18):
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
7,266,129
|
|
|
|
7,226,129
|
|
|
|
6,788,054
|
|
Gain on the issuance of common stock by equity-method investee,
net of income tax expense of ¥282,787 thousand (Note 5)
|
|
|
|
|
|
|
|
|
|
|
478,075
|
|
Issuance of common stock
|
|
|
364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
7,266,493
|
|
|
|
7,266,129
|
|
|
|
7,266,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings (accumulated deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
6,850,849
|
|
|
|
(1,154,532
|
)
|
|
|
(7,207,717
|
)
|
Net income
|
|
|
3,568,295
|
|
|
|
8,005,381
|
|
|
|
6,053,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
10,419,144
|
|
|
|
6,850,849
|
|
|
|
(1,154,532
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
|
|
|
|
38,181
|
|
|
|
(16,705
|
)
|
Other comprehensive income (loss)
|
|
|
8,510
|
|
|
|
(38,181
|
)
|
|
|
54,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
8,510
|
|
|
|
|
|
|
|
38,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
¥
|
29,128,511
|
|
|
¥
|
25,550,978
|
|
|
¥
|
17,583,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
IV-18
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
¥
|
3,568,295
|
|
|
¥
|
8,005,381
|
|
|
¥
|
6,053,185
|
|
Adjustments to reconcile net income to net cash provided by
operating
|
|
|
|
|
|
|
|
|
|
|
|
|
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of income taxes
|
|
|
3,828
|
|
|
|
1,260,616
|
|
|
|
1,446,996
|
|
Depreciation and amortization
|
|
|
1,526,667
|
|
|
|
2,467,685
|
|
|
|
1,783,999
|
|
Amortization of program rights and language versioning
|
|
|
1,461,862
|
|
|
|
2,149,491
|
|
|
|
1,810,630
|
|
Provision for (release of) allowance for doubtful accounts
|
|
|
(131
|
)
|
|
|
1,101
|
|
|
|
(838
|
)
|
Equity in income of equity-method affiliates
|
|
|
(225,811
|
)
|
|
|
(72,919
|
)
|
|
|
(53,925
|
)
|
Deferred income taxes
|
|
|
320,394
|
|
|
|
586,788
|
|
|
|
(121,381
|
)
|
Minority interest in earnings
|
|
|
1,175,464
|
|
|
|
3,475,008
|
|
|
|
2,594,393
|
|
Gain on the sale of investment in affiliate
|
|
|
(11
|
)
|
|
|
|
|
|
|
(116,441
|
)
|
Impairment loss on investment
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
Changes in assets and liabilities, net of effects of
acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of program rights and language versioning
|
|
|
(1,516,259
|
)
|
|
|
(2,006,688
|
)
|
|
|
(2,247,145
|
)
|
Decrease (increase) in accounts receivable
|
|
|
1,382,245
|
|
|
|
(1,728,707
|
)
|
|
|
(1,387,858
|
)
|
Increase in retail inventories
|
|
|
(1,281,829
|
)
|
|
|
(245,298
|
)
|
|
|
(270,074
|
)
|
Increase (decrease) in accounts payable
|
|
|
(3,153,536
|
)
|
|
|
372,611
|
|
|
|
2,436,146
|
|
Increase (decrease) in accrued liabilities
|
|
|
2,065,726
|
|
|
|
(4,833
|
)
|
|
|
961,950
|
|
Increase (decrease) in income taxes payable
|
|
|
(2,131,484
|
)
|
|
|
537,490
|
|
|
|
2,844,746
|
|
Other, net
|
|
|
(549,217
|
)
|
|
|
920,011
|
|
|
|
(162,895
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities of continuing
operations
|
|
|
2,646,203
|
|
|
|
15,717,737
|
|
|
|
15,601,488
|
|
Net cash used in operating activities of discontinued operations
|
|
|
(149,975
|
)
|
|
|
(1,825,767
|
)
|
|
|
(1,515,993
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
2,496,228
|
|
|
|
13,891,970
|
|
|
|
14,085,495
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(1,930,996
|
)
|
|
|
(3,750,927
|
)
|
|
|
(3,257,335
|
)
|
Net cash acquired (paid) in connection with business combinations
|
|
|
106,220
|
|
|
|
|
|
|
|
(46,365
|
)
|
Proceeds from sale of investment in affiliate
|
|
|
8,574
|
|
|
|
|
|
|
|
275,102
|
|
Investments in affiliates
|
|
|
|
|
|
|
|
|
|
|
(767,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities of continuing operations
|
|
|
(1,816,202
|
)
|
|
|
(3,750,927
|
)
|
|
|
(3,796,098
|
)
|
Net cash used in investing activities of discontinued operations
|
|
|
|
|
|
|
(34,954
|
)
|
|
|
(527,352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(1,816,202
|
)
|
|
|
(3,785,881
|
)
|
|
|
(4,323,450
|
)
|
See accompanying notes to consolidated financial statements.
IV-19
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances from affiliate
|
|
|
1,190,000
|
|
|
|
480,000
|
|
|
|
762,000
|
|
Proceeds from issuance of short-term debt (related party)
|
|
|
3,650,000
|
|
|
|
15,000
|
|
|
|
275,000
|
|
Principal payments on external loan
|
|
|
(2,400,000
|
)
|
|
|
(1,600,000
|
)
|
|
|
|
|
Principal payments on shareholder loan
|
|
|
|
|
|
|
|
|
|
|
(1,000,000
|
)
|
Principal payments on obligations under capital leases
|
|
|
(269,919
|
)
|
|
|
(365,974
|
)
|
|
|
(319,060
|
)
|
Other financing activities
|
|
|
728
|
|
|
|
55,000
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities of
continuing operations
|
|
|
2,170,809
|
|
|
|
(1,415,974
|
)
|
|
|
(192,060
|
)
|
Net cash used in financing activities of discontinued operations
|
|
|
(15,987
|
)
|
|
|
(532,527
|
)
|
|
|
(35,455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
2,154,822
|
|
|
|
(1,948,501
|
)
|
|
|
(227,515
|
)
|
Net effect of exchange rate changes on cash and cash equivalents
|
|
|
48,480
|
|
|
|
43,104
|
|
|
|
130,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
2,883,328
|
|
|
|
8,200,692
|
|
|
|
9,665,147
|
|
Cash and cash equivalents at beginning of period
|
|
|
23,218,450
|
|
|
|
15,017,758
|
|
|
|
5,352,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
¥
|
26,101,778
|
|
|
¥
|
23,218,450
|
|
|
¥
|
15,017,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Supplemental information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
¥
|
5,547,933
|
|
|
¥
|
8,192,819
|
|
|
¥
|
3,674,446
|
|
Interest
|
|
|
10,076
|
|
|
|
134,977
|
|
|
|
91,860
|
|
Non-cash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired under capital leases
|
|
|
176,578
|
|
|
|
941,168
|
|
|
|
931,620
|
|
Asset retirement costs accrued
|
|
|
|
|
|
|
299,691
|
|
|
|
|
|
Accrual for purchase of property and equipment
|
|
|
114,650
|
|
|
|
732,677
|
|
|
|
532,023
|
|
See accompanying notes to consolidated financial statements.
IV-20
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
|
|
1.
|
Description
of Business and Summary of Significant Accounting Policies and
Practices
|
|
|
(a)
|
Description
of Business
|
SC Media & Commerce Inc., (the Company or
SMC), formerly Jupiter TV Co., Ltd., and its
subsidiaries invest in, develop, manage and distribute
television programming through cable, satellite and broadband
platforms in Japan. Jupiter Shop Channel Co., Ltd (Shop
Channel), through which SMC markets and sells a wide
variety of consumer products and accessories, is SMCs
largest channel in terms of revenue, comprising approximately
87%, 89%, and 86%, of total revenues for the six- month period
ended June 30, 2007 and the years ended December 31,
2006 and 2005, respectively. SMCs business activities are
conducted in Japan and serve the Japanese market.
At June 30, 2007, the Company was owned 49.99986% by
Liberty Global, Inc (LGI), through certain of its
indirect wholly owned subsidiaries and 50.00014% by Sumitomo
Corporation (SC). The Company was incorporated in
1996 in Japan under the name Kabushiki Kaisha Jupiter
Programming (Jupiter Programming Co., Ltd. in English), and
changed its name to Kabushiki Kaisha Jupiter TV Co., Ltd.
(Jupiter TV Co., Ltd. in English) on January 1, 2006, and
then to Kabushiki Kaisha SC Media & Commerce Inc. (SC
Media & Commerce Inc. in English) effective from
July 2, 2007.
On May 22, 2007, the Company executed a comprehensive
business restructuring agreement with its shareholders, which
included the following matters.
On May 22, 2007, the Companys shareholders
meeting resolved to issue one new share of the Companys
common stock to SC on May 23, 2007, resulting in SC and LGI
owning 50.00014% and 49.99986% of the Company, respectively.
Prior to that transaction SC and LGI each held 50% of the
Company.
On May 24, 2007, the Companys Board resolved that it
would split into two separate companies with a planned effective
date of July 2, 2007. The split plan was subsequently
approved by the Companys shareholders on June 8,
2007. SC and LGI established Jupiter TV Co., Ltd (New
Jupiter TV) as a newly incorporated company and certain
assets were distributed to New Jupiter TV by the Company as a
dividend in kind on July 2, 2007. The business of New
Jupiter TV consisted of the operations that invest in, develop,
manage and distribute fee-based television programming through
cable, satellite and broadband platforms systems in Japan, while
the existing Jupiter TV Co. Ltd. was renamed SC
Media & Commerce Inc., effective July 2, 2007 and
its business centers around the operation of Shop Channel, and
On-line TV Co. Ltd., a broadband broadcasting business in Japan.
On May 22, 2007, the Companys Board resolved to enter
into a share-for-share exchange agreement with SC under which
all of LGIs shares in SMC were exchanged for SCs
common stock on July 3, 2007, resulting in SMC becoming a
wholly owned subsidiary of SC on that date. That agreement was
approved by the Companys shareholders on June 8, 2007.
On May 22, 2007, the Company, Jupiter Telecommunication
Co., Ltd (J:Com), which is a consolidated subsidiary
of LGI, SC and LGI agreed that New Jupiter TV and J:Com would
enter into an agreement on July 17, 2007, under which New
Jupiter TV became a wholly owned subsidiary of J:COM on
September 3, 2007 following a share exchange between LGI
and SC.
|
|
(b)
|
Basis
of Consolidated Financial Statements
|
The Company and its subsidiaries maintain their books of account
in accordance with accounting principles generally accepted in
Japan. The consolidated financial statements presented herein
have been prepared in a manner and reflect certain adjustments
that are necessary to conform to U.S. generally accepted
accounting principles. The major areas requiring such adjustment
are accounting for derivative instruments and hedging
activities, assets held under finance lease arrangements,
goodwill and other intangible assets, employers accounting
for pensions, compensated absence, deferred taxes, cooperative
marketing arrangements and certain customer discounts, asset
retirement obligations, and merger transactions by equity
affiliates.
IV-21
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The consolidated financial statements of the Company are
presented on a going-concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. Subsequent to June 30, 2007, the
Company completed a series of reorganization steps (see
Note 1(a)) including a spin-off of the net assets of New
Jupiter TV followed by its merger with J:Com. The accompanying
financial statements do not include any adjustments or
reclassification of recorded assets that might arise as a result
of those reorganization activities.
|
|
(c)
|
Principles
of Consolidation
|
The consolidated financial statements include the financial
statements of the Company and all of its majority owned
subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
SMC accounts for investments in variable interest entities in
accordance with the provisions of the Revised Interpretation of
the Financial Accounting Standards Board (FASB)
Interpretation (FIN) No. 46 Consolidation
of Variable Interest Entities, issued in December 2003.
The Revised Interpretation of FIN No. 46 provides
guidance on how to identify a variable interest entity
(VIE), and determines when the assets, liabilities,
non-controlling interests, and results of operations of a VIE
must be included in a companys consolidated financial
statements. A company that holds variable interests in an entity
is required to consolidate the entity if the companys
interest in the VIE is such that the company will absorb a
majority of the VIEs expected losses
and/or
receive a majority of the entitys expected residual
returns, if any. SMC consolidates Reality TV Japan
(RTVJ), which was incorporated in January 2005, and
in which SMC owns a 50% interest, in accordance with the
provisions of the Revised Interpretation of
FIN No. 46. RTVJ is a television channel specializing
in the reality genre, distributed through cable, satellite and
broadband platforms, which complements SMCs other channel
businesses. For additional information concerning RTVJ, see
Note 22.
Cash equivalents consist of highly liquid debt instruments with
an initial maturity of three months or less from the date of
purchase.
|
|
(e)
|
Allowance
for Doubtful Accounts
|
Allowance for doubtful accounts is computed based on historical
bad debt experience and includes estimated uncollectible amounts
based on an analysis of certain individual accounts, including
claims in bankruptcy.
Retail Inventories, consisting primarily of products held for
sale on Shop Channel, are stated at the lower of cost or market
value. Cost is determined using the
first-in,
first-out method.
|
|
(g)
|
Program
Rights and Language Versioning
|
Rights to programming acquired for broadcast on the programming
channels and language versioning are stated at the lower of cost
and net realizable value. Program right licenses generally state
a fixed time period within which a program can be aired, and
generally limit the number of times a program can be aired. The
licensor retains ownership of the program upon expiration of the
license. Programming rights and language versioning costs are
amortized over the license period for the program rights based
on the nature of the contract or program. Where airing runs are
limited, amortization is generally based on runs usage, where
usage is unlimited, a straight line basis is used as an estimate
of actual usage for amortization purposes. Certain sports
programs are amortized fully upon first airing. Such
amortization is included in programming and distribution expense
in the accompanying consolidated statements of operations.
IV-22
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The portion of unamortized program rights and language
versioning costs expected to be amortized within one year is
classified as a current asset in the accompanying consolidated
balance sheets.
For those investments in affiliates in which SMCs voting
interest is 20% to 50% or SMC otherwise has the ability to
exercise significant influence over the affiliates
operations and financial policies, the equity method of
accounting is used. Under this method, the investment is
originally recorded at cost and is adjusted to recognize
SMCs share of the net earnings or losses of its
affiliates. SMC recognizes its share of losses of an equity
method affiliate until its investment and net advances, if any,
are reduced to zero and only provides for additional losses in
the event that it has guaranteed obligations of the equity
method affiliate or is otherwise committed to provide further
financial support.
The difference between the carrying value of SMCs
investment in the affiliate and the underlying equity in the net
assets of the affiliate is recorded as (i) equity method
intangible assets where appropriate and amortized over a
relevant period of time, or (ii) as residual goodwill.
Equity method goodwill is not amortized but is reviewed for
impairment in accordance with Accounting Principles Board
(APB) Opinion No. 18, The Equity-Method
Accounting for Investments in Common Stock which requires
that an other-than temporary decline in value of an investment
be recognized as an impairment loss.
Investments in other securities carried at cost represent
non-marketable equity securities in which SMCs ownership
is less than 20% and SMC does not have the ability to exercise
significant influence over the entities operation and
financial policies.
SMC evaluates its investments in affiliates and non-marketable
equity securities for impairment due to declines in value
considered to be other-than temporary. In performing its
evaluations, SMC utilizes various sources of information, as
available, including cash flow projections, independent
valuations and, as applicable, stock price analysis. In the
event of a determination that a decline in value is other-than
temporary, a charge to income is recorded for the loss, and a
new cost basis in the investment is established.
|
|
(i)
|
Derivative
Financial Instruments
|
Under Statement of Financial Accounting Standards
(SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended, entities
are required to carry all derivative instruments in the
consolidated balance sheets at fair value. The accounting for
changes in the fair value (that is, gains or losses) of a
derivative instrument depends on whether it has been designated
and qualifies as part of a hedging relationship and, if so, on
the reason for holding the instrument. If certain conditions are
met, entities may elect to designate a derivative instrument as
a hedge of exposures to changes in fair values, cash flows, or a
net investment in a foreign operation. If the hedged exposure is
a fair value exposure, the gain or loss on the derivative
instrument is recognized in earnings in the period of change
together with the offsetting loss or gain on the hedged item
attributable to the risk being hedged. If the hedged exposure is
a cash flow exposure, the effective portion of the gain or loss
on the derivative instrument is reported initially as a
component of other comprehensive income (loss) and subsequently
reclassified into earnings when the forecasted transaction
affects earnings. Any amounts excluded from the assessment of
hedge effectiveness as well as the ineffective portion of the
gain or loss are reported in earnings immediately. If the
derivative instrument is not designated as a hedge, the gain or
loss is recognized in income in the period of change.
SMC uses foreign exchange forward contracts to manage currency
exposure, resulting from changes in foreign currency exchange
rates, on firm purchase commitments for contracted programming
rights and other contract costs and for forecasted inventory
purchases in U.S. dollars. SMC enters into these contracts
to hedge its U.S. dollar denominated net monetary
exposures. Hedges relating to firm purchase commitments for
contracted programming rights and other contract costs may have
qualified for hedge accounting under the hedging criteria
specified by
IV-23
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
SFAS No. 133. However prior to January 1, 2004,
SMC elected not to designate any qualifying transactions as
hedges. For certain qualifying transactions entered into since
January 1, 2004, SMC has designated the transactions as
cash flow hedges and the effective portion of the gain or loss
on the derivative instrument is reported as a component of other
comprehensive income (loss). For SMCs foreign exchange
forward contracts that do not qualify for hedge accounting under
the hedging criteria specified by SFAS No. 133,
changes in the fair value of derivatives are recorded in the
consolidated statements of operations in the period of the
change.
SMC does not, as a matter of policy, enter into derivative
transactions for the purpose of speculation.
|
|
(j)
|
Property
and Equipment
|
Property and equipment are stated at cost.
Depreciation and amortization is generally computed using the
straight line method over the estimated useful lives of the
respective assets as follows:
|
|
|
Furniture and fixtures
|
|
2-20 years
|
Leasehold and building improvements
|
|
3-18 years
|
Equipment and vehicles
|
|
2-15 years
|
Buildings
|
|
37-50 years
|
Equipment under capital leases is initially stated at the
present value of minimum lease payments. Equipment under capital
leases is amortized using the straight line method over the
shorter of the lease term and the estimated useful lives of the
respective assets, which generally range from three to nine
years.
|
|
(k)
|
Software
Development Costs
|
SMC capitalizes certain costs incurred to purchase or develop
software for internal-use. Costs incurred to develop software
for internal use are expensed as incurred during the preliminary
project stage, including costs associated with making strategic
decisions and determining performance and system requirements
regarding the project, and vendor demonstration costs. Labor
costs incurred subsequent to the preliminary project stage
through implementation are capitalized. SMC also expenses costs
incurred for internal-use software projects in the post
implementation stage such as costs for training and maintenance.
The capitalized cost of software is amortized on a straight-line
basis over the estimated useful life, which is generally two to
five years.
|
|
(l)
|
Goodwill
and Other Intangible Assets
|
Goodwill represents the excess of costs over fair value of net
assets of businesses acquired, and is accounted for under the
provisions of SFAS No. 141, Business
Combinations, and SFAS No. 142, Goodwill
and Other Intangible Assets. SFAS No. 141
requires the use of the purchase method of accounting for
business combinations and establishes certain criteria for the
recognition of intangible assets separately from goodwill. Under
SFAS No. 142 goodwill is no longer amortized, but
instead is tested for impairment at least annually. Intangible
assets with definite useful lives are amortized over their
respective estimated useful lives and reviewed for impairment in
accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. Any
recognized intangible assets determined to have an indefinite
useful life are not amortized, but instead are tested for
impairment until their life is determined to be no longer
indefinite.
SMC performs its annual impairment test for goodwill and
indefinite-life intangible assets at the end of each reporting
period. SMC completed its impairment tests at June 30, 2007
and December 31, 2006 and 2005, with no indication of
impairment identified.
IV-24
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
(m)
|
Long-Lived
Assets and Long-Lived Assets to be Disposed Of
|
SMC accounts for long-lived assets in accordance with the
provisions of SFAS No. 144. SFAS No. 144
requires that long-lived assets and certain identifiable
intangibles with definite useful lives be reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net
undiscounted cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell. Fair value is
determined by independent third party appraisals, projected
discounted cash flows, or other valuation techniques as
appropriate.
SMC accounts for its obligations associated with the retirement
of tangible long-lived assets in accordance with
SFAS No. 143, Accounting for Asset Retirement
Obligations. Pursuant to SFAS No. 143,
obligations associated with the retirement of tangible
long-lived assets are recorded as liabilities when those
obligations are incurred, with the amount of the liability
initially measured at fair value. The associated asset
retirement costs are capitalized as part of the carrying amount
of the long-lived asset.
SMC accounts for the conditional asset retirement obligations in
accordance with FIN No. 47, Accounting for
Conditional Asset Retirement Obligations which requires
conditional asset retirement obligations to be recognized if a
legal obligation exists to perform asset retirement activities
and a reasonable estimate of the fair value of the obligation
can be made. FIN No. 47 also provides guidance as to
when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation.
|
|
(n)
|
Accrued
Pension and Severance Costs
|
The Company and certain of its subsidiaries provide a Retirement
Allowance Plan (RAP) for eligible employees. The RAP
is an unfunded retirement allowance program in which benefits
are based on years of service which in turn determine a multiple
of final monthly compensation. SMC accounts for the RAP in
accordance with the provisions of SFAS No. 87,
Employers Accounting for Pensions. Effective
December 31, 2006, SMC adopted SFAS No. 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans an amendment of FASB
Statements No. 87, 88, 106, and 132(R) which requires
an employer to recognize in its statement of financial position
the overfunded or underfunded status of a defined benefit
postretirement plan measured as the difference between the fair
value of plan assets and the benefit obligation. Employers must
also recognize as a component of other comprehensive income, net
of tax, the actuarial gains and losses and the prior service
costs and credits that arise during the period. The adoption of
this statement did not have any effect on the consolidated
financial statements.
In addition, SMC employees participate in an Employees
Pension Fund (EPF) Plan. The EPF Plan is a
multi-employer plan consisting of approximately 120
participating companies, mainly affiliates of Sumitomo
Corporation. The plan is composed of substitutional portions
based on the pay-related part of the old age pension benefits
prescribed by the Welfare Pension Insurance Law in Japan, and
corporate portions based on contributory defined benefit pension
arrangements established at the discretion of the Company and
its subsidiaries. Benefits under the EPF Plan are based on years
of service and the employees compensation during the five
years before retirement.
The assets of the EPF Plan are co-mingled and no assets are
separately identifiable for any one participating company. SMC
accounts for the EPF Plan in accordance with the provisions of
SFAS No. 87, governing multi-employer plans. Under
these provisions, SMC recognizes a net pension expense for the
required contribution for each period and recognizes a liability
for any contributions due but unpaid at the end of each period.
Any shortfalls in plan funding are charged to participating
companies on a share-of-contribution basis through
special contributions spread over a period of years
determined by the EPF Plan as being appropriate.
IV-25
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Retail
Sales
Revenue from sales of products by Shop Channel is recognized
when the products are delivered to customers, which is when
title and risk of loss transfers. Shop Channels retail
sales policy allows merchandise to be returned at the
customers discretion, generally up to 30 days after
the date of sale. Retail sales revenue is reported net of
discounts, and of estimated returns, which are based upon
historical experience.
Television
Programming Revenue
Television programming revenue includes subscription and
advertising revenue.
Subscription revenue is recognized in the periods in which
programming services are provided to cable, satellite and
broadband subscribers. SMCs channels distribute
programming to individual satellite platform subscribers through
an agreement with the platform operator which provides
subscriber management services to channels in return for a fee
based on subscription revenues. Individual satellite subscribers
pay a monthly fee for programming channels under the terms of
rolling one-month subscription contracts. Cable and broadband
service providers generally pay a per-subscriber fee for the
right to distribute SMCs programming on their systems
under the terms of generally annual distribution contracts.
Subscription revenue is recognized net of satellite platform
commissions and certain cooperative marketing and advertising
funds paid to cable system operators. Satellite platform
commissions for the six-month period ended June 30, 2007
and the years ended December 31, 2006 and 2005 were
¥1,006,100 thousand, ¥1,985,917 thousand, and
¥1,833,329 thousand, respectively.
Cooperative marketing and advertising funds paid to cable system
operators for the six-month period ended June 30, 2007 and
the years ended December 31, 2006 and 2005 were
¥168,189 thousand, ¥311,282 thousand, and
¥264,794 thousand, respectively.
The Company generates advertising revenue on all of its
programming channels except Shop Channel. Advertising revenue is
recognized, net of agency commissions, when advertisements are
broadcast on SMCs programming channels.
Services
and Other Revenue
Services and other revenue mainly comprises cable and
advertising sales fees and commissions, and technical broadcast
facility and production services provided by the Company and
certain subsidiaries, and is recognized in the periods in which
such services are provided to customers.
Cost of retail sales consists of the cost of products marketed
to customers by Shop Channel, including write-downs for
inventory obsolescence, shipping and handling costs and
warehouse costs. Product costs are recognized as cost of retail
sales in the accompanying consolidated statements of operations
when the products are delivered to customers and the
corresponding revenue is recognized.
|
|
(q)
|
Cost
of Programming and Distribution
|
Cost of programming consists of costs incurred to acquire or
produce programs airing on the channels distributed to cable,
satellite and broadband subscribers. Distribution costs include
the costs of delivering the programming channels via satellite,
including the costs incurred for uplink services and use of
satellite transponders, costs of distribution of certain
channels over optical fiber to cable platforms, and payments
made to cable and satellite platforms for carriage of Shop
Channel.
IV-26
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Advertising expense is recognized as incurred and is included in
selling, general and administrative expenses or, if appropriate,
as a reduction of subscription revenue. Cooperative marketing
costs are recognized as an expense to the extent that an
identifiable benefit is received and the fair value of the
benefit can be reasonably measured, otherwise as a reduction of
subscription revenue. Advertising expense included in selling,
general and administrative expenses for the six-month period
ended June 30, 2007 and the years ended December 31,
2006 and 2005 was ¥1,193,618 thousand, ¥2,180,782
thousand, and ¥1,676,707 thousand, respectively.
Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss
and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the
enactment date.
|
|
(t)
|
Issuance
of Stock by Subsidiaries and Investee Affiliates
|
The change in the Companys proportionate share in the
underlying net equity of a consolidated subsidiary or
equity-method investee from the issuance of their common stock
is recorded in additional paid-in capital in the consolidated
financial statements.
|
|
(u)
|
Foreign
Currency Transactions
|
Financial assets and liabilities denominated in foreign
currencies are translated at the applicable current rates on the
balance sheet dates. All revenue and expenses denominated in
foreign currencies are converted at the rates of exchange
prevailing when such transactions occur. The resulting exchange
gains or losses are reflected in other income (expense) in the
accompanying consolidated statements of operations.
Management of SMC has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of
the consolidated financial statements, and the reported amounts
of revenues and expenses during the reporting period, to prepare
these consolidated financial statements in conformity with
U.S. generally accepted accounting principles. Significant
items subject to such estimates and assumptions include
valuation allowances for accounts receivable, retail
inventories, long-lived assets, investments, deferred tax
assets, retail sales returns, contingencies, and obligations
related to employees retirement plans. Actual results
could differ from estimates.
|
|
(w)
|
New
Accounting Standards
|
In June 2006, the FASB issued FIN No. 48,
Accounting for Uncertainty in Income Taxes an
Interpretation of FASB Statement No. 109, which
clarifies the accounting for uncertainty in income taxes
recognized in the financial statements in accordance with
SFAS No. 109, Accounting for Income Taxes.
FIN No. 48 prescribes the recognition threshold and
provides guidance for the financial statement recognition and
measurement of uncertain tax positions taken or expected to be
taken in a tax return. FIN No. 48 also provides
guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosures, and
transition. Nonpublic entities
IV-27
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
are first required to apply the provisions of
FIN No. 48 in connection with the preparation of
annual financial statements for the years beginning after
December 15, 2007. The adoption of FIN No. 48 is
not expected to have a material impact on SMCs
consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements. SFAS No. 157
defines fair value, establishes a framework for measuring fair
value under GAAP, and expands disclosures about fair value
measurements. SFAS No. 157 is effective for financial
statements issued for fiscal years and interim periods beginning
after November 15, 2007. In November 2007, the FASB
proposed a one-year deferral of SFAS No. 157s
fair-value measurement requirements for nonfinancial assets and
liabilities that are not required or permitted to be measured at
fair value on a recurring basis. The adoption of
SFAS No. 157 is not expected to have a material impact
on SMCs consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities. SFAS No. 159 permits entities to
choose to measure financial assets and financial liabilities at
fair value. Unrealized gains and losses on items for which the
fair value option has been elected are reported in earnings.
SFAS No. 159 is effective for fiscal years beginning
after November 15, 2007. The adoption of
SFAS No. 159 is not expected to have a material impact
on SMCs consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations. SFAS No. 141(R)
replaces SFAS No. 141, Business
Combinations, and generally requires an acquirer in a
business combination to recognize (i) the assets acquired,
(ii) the liabilities assumed (including those arising from
contractual contingencies), (iii) any contingent
consideration and (iv) any noncontrolling interest in the
acquiree at the acquisition date, at fair values as of that
date. The requirements of SFAS No. 141(R) will result
in the recognition by the acquirer of goodwill attributable to
the noncontrolling interest in addition to that attributable to
the acquirer. SFAS No. 141(R) amends
SFAS No. 109 to require the acquirer to recognize
changes in the amount of its deferred tax benefits that are
recognizable because of a business combination either in income
from continuing operations in the period of the combination or
directly in contributed capital, depending on the circumstances.
SFAS No. 141(R) also amends SFAS No. 142,
to, among other things, provide guidance on the impairment
testing of acquired research and development intangible assets
and assets that the acquirer intends not to use.
SFAS No. 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or
after December 15, 2008. SMC has not completed its analysis
of the impact of this standard on its consolidated financial
statements.
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements. SFAS No. 160 establishes accounting
and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It also
clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in consolidated entity that should be
reported as equity in the consolidated financial statements. In
addition, SFAS No. 160 requires (i) that
consolidated net income include the amounts attributable to both
the parent and noncontrolling interest, (ii) that a parent
recognize a gain or loss in net income when a subsidiary is
deconsolidated and (iii) expanded disclosures that clearly
identify and distinguish between the interests of the parent
owners and the interests of the noncontrolling owners of a
subsidiary. SFAS No. 160 is effective for fiscal
periods, and interim periods within those fiscal years,
beginning on or after December 15, 2008. SMC has not
completed its analysis of the impact of this standard on its
consolidated financial statements.
Certain prior year amounts have been reclassified for
comparability with the current year presentation.
On December 28, 2004, SMC acquired 100% of the outstanding
shares of JSBC2 Co. Ltd. (JSBC2) (formerly BB Factory
Corporation Ltd), a television programming company. The
acquisition was accounted for as a purchase.
IV-28
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The aggregate purchase price was ¥596,365 thousand, of
which ¥550,000 thousand was paid in cash on
December 28, 2004. The balance of ¥46,365 thousand was
paid in cash on April 28, 2005. At December 31, 2004,
the estimated additional purchase consideration at that time of
¥68,000, which was determined with reference to the net
asset value of JSBC2 at January 31, 2005, pending final
approval by both parties to the transaction, was accrued. The
difference between the estimated purchase price and the final
purchase price amounted to ¥21,635 thousand and reduced
goodwill in 2005 (Note 9). SMC has recognized
subscriber-related intangible assets in the amount of
¥200,000 thousand representing estimated financial benefits
from taking over Channel BBs position in direct-to-home
channel packaging alliances, which is being amortized over a ten
year period commencing in 2005. The results of operations of
JSBC2 were included in SMCs consolidated statements of
operations from January 1, 2005. Goodwill from the
acquisition of JSBC2 is not deductible for tax purposes.
During 2005, previously unrecognized tax benefits in the form of
net operating loss carryforwards acquired in connection with the
acquisition of JSBC2 amounting to ¥154,252 thousand were
realized during the year. Accordingly, the Company reduced the
carrying value of goodwill by a similar amount (Note 9).
The following table summarizes the estimated fair value of the
assets acquired and liabilities assumed, as recorded at the date
of acquisition of JSBC2:
|
|
|
|
|
|
|
(Yen in Thousands)
|
|
|
Current assets
|
|
¥
|
224,471
|
|
Intangible assets
|
|
|
200,000
|
|
Goodwill
|
|
|
281,186
|
|
|
|
|
|
|
Total assets acquired
|
|
|
705,657
|
|
Current liabilities assumed
|
|
|
(6,277
|
)
|
Deferred tax liabilities
|
|
|
(81,380
|
)
|
|
|
|
|
|
Net assets acquired
|
|
¥
|
618,000
|
|
|
|
|
|
|
On March 29, 2007, SMC acquired 89% of the outstanding
shares of EP Broadcasting Co. Ltd. (EPB), a licensed
television broadcasting company. The aggregate purchase price
was ¥1,790 thousand, which was paid in cash. The results of
operations of EPB were included in SMCs consolidated
statements of operations from April 1, 2007.
The following table summarizes the estimated fair value of the
assets acquired and liabilities assumed, as recorded at the date
of acquisition of EPB:
|
|
|
|
|
|
|
(Yen in Thousands)
|
|
|
Cash
|
|
¥
|
108,010
|
|
Current assets
|
|
|
56,503
|
|
Fixed assets under capital lease
|
|
|
217,343
|
|
Other assets
|
|
|
31,249
|
|
|
|
|
|
|
Total assets acquired
|
|
|
413,105
|
|
Current liabilities assumed
|
|
|
(69,417
|
)
|
Lease obligation
|
|
|
(335,291
|
)
|
Minority interest
|
|
|
(6,607
|
)
|
|
|
|
|
|
Net assets acquired
|
|
¥
|
1,790
|
|
|
|
|
|
|
The excess of the estimated fair value of net assets acquired
over cash paid has been allocated to reduce the amounts
allocated to long-lived assets.
IV-29
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3.
|
Discontinued
Operation
|
In December 2005, a decision was made to place the launch of a
new television channel business, PartiTV, on hold while SMC
reconsidered the feasibility and social appropriateness of the
content and business model based on new information obtained
during the developmental period. At that point, the business had
been developed to a stage such that management recognized it as
a component of the SMC business. SMC then proceeded to evaluate
the feasibility of re-deploying PartiTV infrastructure assets
and commitments, including in connection with the potential
launch of an auction channel that was being studied. Auction was
planned to be one programming genre in the original PartiTV
business model.
In July 2006 the Companys Board concluded that the bulk of
the PartiTV assets and infrastructure was not suitable for the
auction channel plan being developed, and approval was given to
sell or terminate all PartiTV infrastructure assets and
commitments. At that point SMC classified the PartiTV business
component as a discontinued operation in accordance with the
provisions of SFAS No. 144. Certain employees of
PartiTV were advised in December 2005 and the bulk of employees
were advised in 2006 that they would retire from the Company,
and that their contracts
and/or
employment status within the PartiTV division would expire or
would be terminated on the basis of certain compensation
packages.
The Company has incurred certain employee severance costs and
contract termination costs directly related to the disposal of
the PartiTV business. These costs are included as a component of
the discontinued operations, and a summary of the activities
related to these costs is as follows:
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Balance at beginning of period
|
|
¥
|
259,185
|
|
|
¥
|
|
|
Employee severance costs incurred
|
|
|
3,685
|
|
|
|
393,139
|
|
Employee severance cash payments
|
|
|
(149,975
|
)
|
|
|
(133,954
|
)
|
Contract termination costs incurred
|
|
|
2,770
|
|
|
|
350,923
|
|
Contract termination cash payments
|
|
|
(18,757
|
)
|
|
|
(350,923
|
)
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
¥
|
96,908
|
|
|
¥
|
259,185
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2007, all of the PartiTV business component
assets had been disposed of or re-deployed within the group, and
commitments settled. There were no significant assets or
liabilities, except for employee severance costs accrued of
¥69,105 thousand, of the PartiTV component at June 30,
2007.
The results for the PartiTV business component recognized in the
consolidated statements of operations as net loss from
discontinued operations, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Revenue from discontinued operations
|
|
¥
|
|
|
|
¥
|
|
|
|
¥
|
|
|
Operating loss from discontinued operations
|
|
|
|
|
|
|
(717,659
|
)
|
|
|
(2,386,900
|
)
|
Loss on disposal of discontinued operations
|
|
|
(6,455
|
)
|
|
|
(1,407,147
|
)
|
|
|
|
|
Income tax benefit from discontinued
|
|
|
|
|
|
|
|
|
|
|
|
|
operations
|
|
|
2,627
|
|
|
|
864,190
|
|
|
|
939,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations
|
|
¥
|
(3,828
|
)
|
|
¥
|
(1,260,616
|
)
|
|
¥
|
(1,446,996
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IV-30
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
4.
|
Program
Rights and Language Versioning
|
Program rights and language versioning were composed of the
following:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Program rights
|
|
¥
|
2,069,542
|
|
|
¥
|
1,795,575
|
|
Language versioning
|
|
|
358,292
|
|
|
|
333,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,427,834
|
|
|
|
2,129,527
|
|
Less accumulated amortization
|
|
|
(1,393,956
|
)
|
|
|
(1,150,046
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
1,033,878
|
|
|
|
979,481
|
|
Less current portion
|
|
|
(952,981
|
)
|
|
|
(695,410
|
)
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
80,897
|
|
|
¥
|
284,071
|
|
|
|
|
|
|
|
|
|
|
Amortization expense related to program rights and language
versioning for the six-month period ended June 30, 2007 and
the years ended December 31, 2006 and 2005, was
¥1,461,862 thousand, ¥2,149,491 thousand, and
¥1,810,630 thousand, respectively, which is included in
cost of programming and distribution in the consolidated
statements of operations in respective years.
Investments, including advances were composed of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
Percentage
|
|
|
Carrying
|
|
|
Percentage
|
|
|
Carrying
|
|
|
|
ownership
|
|
|
amount
|
|
|
ownership
|
|
|
amount
|
|
|
|
(Yen in Thousands)
|
|
|
Investments accounted for under the equity method:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discovery Japan, Inc.
|
|
|
50.0
|
%
|
|
¥
|
1,231,115
|
|
|
|
50.0
|
%
|
|
¥
|
1,107,064
|
|
Animal Planet Japan, Co. Ltd.
|
|
|
33.3
|
%
|
|
|
228,253
|
|
|
|
33.3
|
%
|
|
|
197,449
|
|
InteracTV Co., Ltd.
|
|
|
32.5
|
%
|
|
|
28,064
|
|
|
|
42.5
|
%
|
|
|
36,439
|
|
JSports Broadcasting Corporation
|
|
|
33.4
|
%
|
|
|
4,919,306
|
|
|
|
33.4
|
%
|
|
|
4,834,792
|
|
AXN Japan, Inc.
|
|
|
35.0
|
%
|
|
|
986,361
|
|
|
|
35.0
|
%
|
|
|
940,149
|
|
Jupiter VOD Co., Inc.
|
|
|
50.0
|
%
|
|
|
489,555
|
|
|
|
50.0
|
%
|
|
|
549,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity method investments
|
|
|
|
|
|
|
7,882,654
|
|
|
|
|
|
|
|
7,665,405
|
|
Investments accounted for at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NikkeiCNBC Japan, Inc.
|
|
|
9.8
|
%
|
|
|
100,000
|
|
|
|
9.8
|
%
|
|
|
100,000
|
|
Kids Station, Inc.
|
|
|
15.0
|
%
|
|
|
304,500
|
|
|
|
15.0
|
%
|
|
|
304,500
|
|
AT-X, Inc.
|
|
|
12.3
|
%
|
|
|
236,000
|
|
|
|
12.3
|
%
|
|
|
236,000
|
|
Nihon Eiga Satellite Broadcasting Corporation
|
|
|
10.0
|
%
|
|
|
66,600
|
|
|
|
10.0
|
%
|
|
|
66,600
|
|
Satellite Service Co. Ltd.
|
|
|
12.0
|
%
|
|
|
24,000
|
|
|
|
12.0
|
%
|
|
|
24,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost method investments
|
|
|
|
|
|
|
731,100
|
|
|
|
|
|
|
|
731,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
8,613,754
|
|
|
|
|
|
|
¥
|
8,396,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following investments represent participation in programming
businesses:
Discovery Japan, Inc., a general documentary channel business
currently operating two channels;
Animal Planet Japan, Co. Ltd., an animal-specific documentary
channel;
JSports Broadcasting Corporation, a sports channel business
currently operating four channels;
AXN Japan, Inc., a general entertainment channel;
NikkeiCNBC Japan, Inc., a news service channel;
Kids Station, Inc., a childrens entertainment channel;
IV-31
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
AT-X, Inc., an animation genre channel;
Nihon Eiga Satellite Broadcasting Corporation, a Japanese period
drama and movie channels business currently operating two
channels; and
Jupiter VOD Co., Inc. a multi-genre video on demand programming
service
The following investments represent participation in broadcast
license-holding companies through which channels are consigned
to subscribers to the CS110 degree East
Direct-to-home satellite service:
InteracTV Co., Ltd., holds licenses for Movie Plus, Lala, Golf
Network and Shop channels, among others;
Satellite Service Co. Ltd., holds licenses for Discovery and
Animal Planet channels, among others.
The following reflects SMCs share of earnings (losses) of
investments accounted for under the equity method:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Discovery Japan, Inc.
|
|
¥
|
124,051
|
|
|
¥
|
212,743
|
|
|
¥
|
313,865
|
|
Animal Planet Japan, Co. Ltd.
|
|
|
30,804
|
|
|
|
(479
|
)
|
|
|
(125,581
|
)
|
InteracTV Co., Ltd.
|
|
|
189
|
|
|
|
(1,960
|
)
|
|
|
(188
|
)
|
JSports Broadcasting Corporation
|
|
|
84,514
|
|
|
|
51,334
|
|
|
|
135,845
|
|
AXN Japan, Inc.
|
|
|
46,212
|
|
|
|
30,669
|
|
|
|
12,351
|
|
Jupiter VOD Co., Inc.
|
|
|
(59,959
|
)
|
|
|
(219,388
|
)
|
|
|
(282,367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
225,811
|
|
|
¥
|
72,919
|
|
|
¥
|
53,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On November, 1, 2005, JSports Broadcasting Corporation
(JSB) acquired Sports-iESPN, another sports channel
business. The acquisition was accounted for as a purchase by
JSB. Common stock representing approximately 19.5% of the
combined business was issued to the shareholders of Sports-iESPN
in consideration for the purchase. The stock issuance resulted
in SMCs equity share of JSB diluting from 42.8% to 34.5%.
The difference between SMCs share of the underlying net
equity of JSB immediately prior to the acquisition of
Sports-iESPN and subsequent thereto has been accounted for by
the Company as an increase in the carrying value of its
investment with a corresponding increase in additional paid-in
capital in the amount of ¥478,075 (net of income tax of
¥282,787) in a manner analogous to Staff Accounting
Bulletin No. 51, Accounting for Sales of Stock
by a Subsidiary. Immediately following the acquisition of
Sports-iESPN by JSB, SMC sold 770 shares of its investment
in common stock of JSB to other unrelated shareholders pursuant
to a shareholding adjustment arrangement in exchange for cash
proceeds, further diluting its investment in JSB from a 34.5%
owned equity-method investment to a 33.4% owned equity-method
investment. SMC recognized a ¥116,441 thousand gain on sale
of those shares in earnings.
In December 2004, the Company invested ¥485,000 thousand
and acquired a 50% voting interest in Jupiter VOD Co., Ltd.
(JVOD). In December 2005, a further equity
investment was made in the amount of ¥650,000 thousand,
maintaining a 50% voting interest in JVOD. JVOD is a video on
demand programming service providing on-demand video services
primarily to digitized cable systems capable of receiving its
service.
The carrying amount of investments in affiliates as of
June 30, 2007 and December 31, 2006 included
¥751,940 thousand for AXN Japan, Inc. (AXN) and
¥2,180,084 thousand for JSB of excess cost of the
investments over the Companys equity in the net assets.
The amount of that excess costs represents equity method
goodwill.
SMC holds 33.3% of the ordinary shares of Animal Planet Japan,
Co. Ltd, and records its share of the earnings and losses in
accordance with that ordinary shareholding ratio. The Company
entered into an Amendment To Funding Agreement with effect from
March 31, 2005, under which it has funding obligations in
accordance with its
IV-32
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
ordinary shareholding ratio up to a maximum of ¥1,500,000
thousand. During the six- month period ended June 30, 2007
and the year ended December 31, 2006, the Company invested
no further funds and its aggregate investment was
¥1,395,000 thousand as of June 30, 2007, in Animal
Planet Japan, Co. Ltd.
The aggregate cost of SMCs cost method investments totaled
¥731,100 thousand at June 30, 2007 and
December 31, 2006. SMC performs an impairment test for cost
method investments whenever events or changes in circumstances
indicate that the carrying amount of an investment may not be
recoverable. At June 30, 2007 and December 31, 2006,
SMC estimated that the fair value of each of the investments
exceeded the cost of the investment, and therefore concluded
that no impairment had occurred. At December 31, 2005, the
fair value of the investment in AT-X, Inc, based on a discounted
cash flow analysis of available business plans, indicated that
an other-than-temporary decline in value had occurred. The
amount of the associated impairment write-down for the year
ended December 31, 2005 was ¥30,000 thousand and is
included in other income (expense) in the accompanying
statements of operations.
Financial information for the companies in which the Company has
an investment accounted for under the equity method is presented
as combined as the companies are similar in nature and operate
in the same business area. Condensed combined financial
information is as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Combined financial position
|
|
|
|
|
|
|
|
|
Current assets
|
|
¥
|
13,542,663
|
|
|
¥
|
11,591,623
|
|
Other assets
|
|
|
8,052,003
|
|
|
|
7,191,268
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
21,594,666
|
|
|
|
18,782,891
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
6,204,384
|
|
|
|
4,658,638
|
|
Other liabilities
|
|
|
4,320,004
|
|
|
|
3,395,045
|
|
Shareholders equity
|
|
|
11,070,278
|
|
|
|
10,729,208
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
¥
|
21,594,666
|
|
|
¥
|
18,782,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Combined operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
¥
|
13,965,286
|
|
|
¥
|
28,166,813
|
|
|
¥
|
22,852,521
|
|
Operating expenses
|
|
|
13,178,291
|
|
|
|
27,511,715
|
|
|
|
22,648,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
786,995
|
|
|
|
655,098
|
|
|
|
203,789
|
|
Other expense net, including income taxes
|
|
|
(264,458
|
)
|
|
|
(562,015
|
)
|
|
|
(1,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
¥
|
522,537
|
|
|
¥
|
93,083
|
|
|
¥
|
202,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IV-33
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
6.
|
Property
and Equipment
|
The details of property and equipment are as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Furniture and fixtures
|
|
¥
|
583,853
|
|
|
¥
|
286,972
|
|
Leasehold and building improvements
|
|
|
2,170,309
|
|
|
|
2,112,082
|
|
Equipment and vehicles
|
|
|
8,003,843
|
|
|
|
6,598,613
|
|
Buildings
|
|
|
1,001,485
|
|
|
|
1,001,485
|
|
Land
|
|
|
437,147
|
|
|
|
437,147
|
|
Construction in progress
|
|
|
4,400
|
|
|
|
932,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,201,037
|
|
|
|
11,369,087
|
|
Less accumulated depreciation and amortization
|
|
|
(4,460,916
|
)
|
|
|
(3,791,181
|
)
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
7,740,121
|
|
|
¥
|
7,577,906
|
|
|
|
|
|
|
|
|
|
|
Property and equipment include assets held under capitalized
lease arrangements (Note 12). Depreciation and amortization
expense related to property and equipment for the six-month
period ended June 30, 2007 and the years ended
December 31, 2006 and 2005 was ¥899,766 thousand,
¥1,497,830 thousand, and ¥1,070,502 thousand,
respectively.
At December 31, 2005 SMC reviewed its long-lived assets,
including capitalized leases, developed for the PartiTV business
for impairment, due to a decision that the channel would not be
launched (Note 3). A determination of impairment was made
with respect to the PartiTV long-lived assets to be held and
used based on a comparison of the carrying amount of an asset to
future net undiscounted cash flows expected to be generated by
the assets in accordance with the provisions of
SFAS No. 144. At that time the PartiTV assets were
written down to their estimated fair market value. The fair
value was determined by estimating the market value in a current
transaction between willing parties, that is, other than in a
forced or liquidation sale, in reference to prices for assets or
asset groups with similar functionality, having similar
remaining useful lives. The amount of the associated impairment
write-down for the year ended December 31, 2005 was
¥524,140 thousand, and is included in net loss from
discontinued operation in the accompanying consolidated
statements of operations.
At December 31, 2006 SMC had disposed of, or re-deployed
within the group, substantially all of the long-lived assets,
including capitalized leases, developed for the PartiTV
business. Remaining assets were reviewed for impairment and were
written down to their estimated fair market value which was
determined with reference to the experience from selling the
bulk of the PartiTV assets during the year. The amount of the
associated impairment write-down for the year ended
December 31, 2006 was ¥54,508 thousand and is included
in net loss from discontinued operation in the accompanying
consolidated statements of operations.
At June 30, 2007 SMC had disposed of, or re-deployed within
the group, all of the remaining long-lived assets, including
capitalized leases, developed for the PartiTV business. No
further impairment write-down was realized for the PartiTV
assets for the six-month period ended June 30, 2007.
|
|
7.
|
Software
Development Costs
|
Capitalized software development costs for internal use were as
follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Software development costs
|
|
¥
|
8,841,475
|
|
|
¥
|
8,021,193
|
|
Less accumulated amortization
|
|
|
(4,186,949
|
)
|
|
|
(3,577,876
|
)
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
4,654,526
|
|
|
¥
|
4,443,317
|
|
|
|
|
|
|
|
|
|
|
IV-34
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Significant software development additions during 2007 and 2006
included development of Shop Channel core systems,
e-commerce,
and new call center infrastructure, all of which are for
internal use.
Aggregate amortization expense for the six-month period ended
June 30, 2007 and the years ended December 31, 2006
and 2005 was ¥609,097 thousand, ¥1,017,224 thousand,
and ¥728,573 thousand, respectively. The future estimated
amortization expenses for each of five years relating to amounts
currently recorded in the consolidated balance sheet are as
follows:
|
|
|
|
|
Twelve months ending June 30,
|
|
(Yen in Thousands)
|
|
|
2008
|
|
¥
|
1,273,609
|
|
2009
|
|
|
1,252,707
|
|
2010
|
|
|
1,184,259
|
|
2011
|
|
|
729,584
|
|
2012
|
|
|
202,779
|
|
SMC reviewed its software development costs related to the
PartiTV business for impairment using the same methodology as
for long-lived assets review (Note 6). The amount of the
associated impairment write-down for the six-month period ended
June 30, 2007 and the years ended December 31, 2006
and 2005 was ¥0, ¥18,000 thousand, and ¥ 211,209
thousand respectively, and is included in net loss from
discontinued operation in the accompanying consolidated
statements of operations.
Intangible assets acquired during the six-month period ended
June 30, 2007 and the years ended December 31, 2006
and 2005, were ¥900 thousand, ¥2,407 thousand, and
¥15,029 thousand, respectively. The weighted average
amortization period is six years.
The details of intangible assets other than software and
goodwill were as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Intangible assets subject to amortization, net of accumulated
amortization of ¥152,710 thousand in 2007 and
¥131,232 thousand in 2006:
|
|
|
|
|
|
|
|
|
Channel packaging arrangements
|
|
¥
|
150,000
|
|
|
¥
|
160,000
|
|
Other
|
|
|
24,418
|
|
|
|
27,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174,418
|
|
|
|
187,070
|
|
Other intangible assets not subject to amortization:
|
|
|
5,073
|
|
|
|
5,073
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets
|
|
¥
|
179,491
|
|
|
¥
|
192,143
|
|
|
|
|
|
|
|
|
|
|
Channel packaging arrangements which were acquired in connection
with the acquisition of JSBC2 (Note 2) and are
currently being developed by RTVJ represent the estimated value
to be derived from existing channel position in packaging
alliances on the direct-to-home satellite distribution platform,
and are being amortized over their estimated useful life of ten
years. An agreement to terminate the RTVJ channel service on
March 31, 2008 was signed on October 31, 2007, and
RTVJ is planned to be liquidated by June 2008 (Note 22).
The carrying value of channel packaging and related goodwill as
of June 30, 2007 is expected to be recovered through the
sale of JSBC2 (Note 22). The aggregate amortization expense
of other intangible assets subject to amortization for the
six-month period ended June 30, 2007 and the years ended
December 31, 2006 and 2005 was
IV-35
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
¥13,977 thousand, ¥28,888 thousand, and ¥48,258
thousand, respectively. The future estimated amortization
expenses for each of five years relating to amounts currently
recorded in the consolidated balance sheet are as follows:
|
|
|
|
|
Twelve months ending June 30,
|
|
(Yen in Thousands)
|
|
|
2008
|
|
¥
|
25,470
|
|
2009
|
|
|
23,109
|
|
2010
|
|
|
23,076
|
|
2011
|
|
|
22,941
|
|
2012
|
|
|
11,419
|
|
The changes in the carrying amount of goodwill were as follows:
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Balance at beginning of period
|
|
¥
|
286,263
|
|
|
¥
|
294,244
|
|
Adjustment
|
|
|
|
|
|
|
(7,981
|
)
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
¥
|
286,263
|
|
|
¥
|
286,263
|
|
|
|
|
|
|
|
|
|
|
The adjustments to the carrying value of goodwill of
¥175,887 thousand recorded in 2005 included ¥154,252
thousand of previously unrecognized tax benefits of JSBC2
acquired in 2004, and ¥21,635 thousand attributable to the
finalization of the purchase price, of JSBC2 (Note 2). The
adjustment to the carrying value of goodwill of ¥7,981
thousand recorded in 2006 represents previously unrecognized tax
benefits in another subsidiary.
|
|
10.
|
Derivative
Instruments and Hedging Activities
|
SMC uses foreign exchange forward and option contracts that
generally extend 10 to 48 months to manage currency
exposure, resulting from changes in foreign currency exchange
rates, on purchase commitments for contracted programming rights
and other contract costs and for forecasted inventory purchases
in U.S. dollars. SMC enters into these contracts to hedge
its U.S. dollar denominated monetary exposure. Such forward
contracts had an aggregated notional amount in U.S. dollars
of 27,900 thousand at June 30, 2007, and in
U.S. dollars of 14,100 thousand and in Euros of 830
thousand at December 31, 2006.
SMC does not enter into derivative financial transactions for
trading or speculative purposes.
SMC is exposed to credit-related losses in the event of
non-performance by the counterparties to derivative financial
instruments, but they do not expect the counterparties to fail
to meet their obligations because of the high credit rating of
the counterparties.
For certain qualifying transactions entered into from
January 1, 2004, SMC designates the transactions as cash
flow hedges and the effective portion of the gain or loss on the
derivative instrument is reported as a component of accumulated
other comprehensive income. The amount of hedge ineffectiveness
recognized currently in foreign exchange gains was not material
for the six-month period ended June 30, 2007 and the years
ended December 31, 2006 and 2005. These amounts are
reclassified into earnings through gain (loss) on forward
exchange contracts when the hedged items impact earnings.
Accumulated gains, net of taxes, of ¥11,174 thousand are
included in accumulated other comprehensive income at
June 30, 2007, and will be reclassified into earnings
within twelve months.
No cash flow hedges were discontinued during the six-month
period ended June 30, 2007 or the years ended
December 31, 2006 and 2005 as a result of forecasted
transactions that are no longer probable to occur.
IV-36
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
SMC has entered into foreign exchange forward and option
contracts designated but not qualified as hedging instruments
under SFAS No. 133 as a means of hedging certain
foreign currency exposures. SMC records these contracts on the
balance sheet at fair value. The changes in fair value of such
instruments are recognized currently in earnings and are
included in foreign exchange gain.
At June 30, 2007 and December 31, 2006 the fair value
of forward and option contracts recognized in other current
assets in the accompanying consolidated balance sheets was an
asset of ¥87,111 thousand, and ¥84,852 thousand,
respectively.
|
|
11.
|
Fair
Value of Financial Instruments
|
The carrying amounts for financial instruments in SMCs
consolidated financial statements at June 30, 2007 and
December 31, 2006 approximate their estimated fair values.
Fair value estimates are made at a specific point in time based
on relevant market information and information about the
financial instrument. These estimates are subjective in nature
and involve uncertainties and matters of significant judgment
and, therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.
The following methods and assumptions were used to estimate the
fair value of each class of financial instruments:
Cash and cash equivalents, accounts receivable, accounts
payable, accrued liabilities, income taxes payable, and other
current liabilities (non-derivatives): The
carrying amounts approximate fair value because of the short
duration of these instruments.
Foreign exchange forward and option
contracts: The carrying amount is reflective of
fair value. The fair value of currency forward and option
contracts is estimated based on quotes obtained from financial
institutions. At June 30, 2007 and December 31, 2006,
fair value of foreign exchange forward contracts of ¥87,111
thousand and ¥84,852 thousand, respectively, was included
in other current assets in the accompanying consolidated balance
sheets.
Long-term debt, including current maturities and short-term
debt: The fair value of SMCs long-term debt
is estimated by discounting the future cash flows of each
instrument by a proxy for rates expected to be incurred on
similar borrowings at current rates. Borrowings bear interest
based on certain financial ratios that determine a margin over
Euroyen TIBOR, and are therefore variable. SMC believes the
carrying amount approximates fair value based on the variable
rates and currently available terms and conditions for similar
debt.
Obligations under capital leases, including current
installments: The carrying amount is reflective
of fair value. The fair value of SMCs capital lease
obligations is estimated by discounting the future cash flows of
each instrument at rates currently offered to SMC by leasing
companies.
SMC is obligated under various capital leases for certain
equipment and other assets that expire at various dates,
generally during the next five years. The gross amount of
equipment and the related accumulated amortization recorded
under capital leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Equipment and vehicles
|
|
¥
|
2,430,151
|
|
|
¥
|
2,206,592
|
|
Others
|
|
|
520,883
|
|
|
|
303,799
|
|
Less accumulated amortization
|
|
|
(1,192,407
|
)
|
|
|
(920,631
|
)
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
1,758,627
|
|
|
¥
|
1,589,760
|
|
|
|
|
|
|
|
|
|
|
IV-37
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Amortization of assets held under capital leases is included
with depreciation and amortization expense. Leased equipment is
included in property and equipment (Note 6).
Future minimum capital lease payments as of June 30, 2007
were as follows:
|
|
|
|
|
Twelve months ending June 30,
|
|
(Yen in Thousands)
|
|
|
2008
|
|
¥
|
725,214
|
|
2009
|
|
|
582,799
|
|
2010
|
|
|
370,043
|
|
2011
|
|
|
223,086
|
|
2012
|
|
|
111,696
|
|
Thereafter
|
|
|
3,421
|
|
|
|
|
|
|
Total minimum lease payments
|
|
|
2,016,259
|
|
Less amount representing interest (at rates ranging from 1.43%
to 6.33%)
|
|
|
(57,321
|
)
|
|
|
|
|
|
Present value of minimum capital lease payments
|
|
|
1,958,938
|
|
Less current installments
|
|
|
(591,142
|
)
|
|
|
|
|
|
|
|
¥
|
1,367,796
|
|
|
|
|
|
|
The Company leases four principal office and operational
premises. SMC headquarters has a three-year lease agreement from
August 2004, with a rolling two-year right of renewal that
provides for annual rental costs of ¥289,669 thousand. Shop
Channel has a
15-year
office lease agreement expiring in October 2013 with an annual
rental cost of ¥180,924 thousand, a two-year call center
lease agreement from March 2006, with a rolling two-year right
of renewal, that provides for annual rental costs of
¥181,992 thousand, and a five-year logistics center lease
agreement from June 2006, with a rolling two-year right of
renewal, that provides for annual rental costs of ¥732,384
thousand.
SMCs several operating leases primarily for office space
that expire over the next 10 years, and a
30-year
lease for land that expires in 27 years, result in rent
expense for the six-month period ended June 30, 2007 and
the years ended December 31, 2006 and 2005 of ¥707,814
thousand, ¥1,187,904 thousand, and ¥445,094 thousand,
respectively.
Leases for office space are mainly cancelable upon six months
notice. Accordingly, the schedule below detailing future minimum
lease payments under non-cancelable operating leases includes
the lease costs for the Companys premises for only a
six-month period.
SMC contracts, through subsidiaries and affiliate licensed
broadcasting companies, to utilize capacity on three satellites
from two transponder service providers. SMCs historical
transponder service contracts were generally ten years in
duration, were entered into prior to 2004, and were disclosed by
SMC as commitments other than leases (Note 21). In
September 2006, one of the transponder providers significantly
revised the terms under which they provide transponder capacity.
Following a six-month transitional contract period to March
2007, new contracts are now one year in duration and service
fees are based on fixed rates. Under the provisions of
EITF 01-8
Determining Whether an Arrangement Contains a Lease,
the contracts renewed under the revised terms are treated as
operating leases.
IV-38
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Future minimum lease payments for the noncancelable portion of
operating leases as of June 30, 2007, were as follows:
|
|
|
|
|
Twelve months ending June 30,
|
|
(Yen in Thousands)
|
|
|
2008
|
|
¥
|
1,200,126
|
|
2009
|
|
|
4,980
|
|
2010
|
|
|
4,980
|
|
2011
|
|
|
4,980
|
|
2012
|
|
|
4,980
|
|
Thereafter
|
|
|
4,980
|
|
|
|
|
|
|
Total minimum lease payments
|
|
¥
|
1,225,026
|
|
|
|
|
|
|
Short-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Loans from minority shareholder
|
|
¥
|
290,000
|
|
|
¥
|
290,000
|
|
Loans from J:COM Finance Co. Ltd.
|
|
|
3,650,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
3,940,000
|
|
|
¥
|
290,000
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2007 and December 31, 2006, SMC had
outstanding short-term borrowings of ¥290,000 thousand from
Zonemedia Enterprises Limited (Zonemedia), formerly
Zone Vision Enterprises Limited, a 50% shareholder in RTVJ. The
borrowings comprise a series of loans pursuant to a shareholder
finance agreement entered into between SMC and Zonemedia for the
specified purpose of financing RTVJ, a consolidated joint
venture. Each of the series of loans bears interest at a rate of
3.5% per annum. These borrowings were subsequently transferred
to New Jupiter TV as part of its net assets (Note 1(a)).
As of June 30, 2007, SMC had outstanding short-term
borrowings of ¥3,650,000 thousand from J:COM Finance Co.,
Ltd.. The funds were borrowed under a revolving line of credit
of up to ¥6,000,000 thousand in order to repay term
borrowings from banks and to facilitate the Companys
subsequent reorganization (see Note 1(a)). The borrowings
are repayable in full on December 31, 2007 or earlier upon
five days notice by the Company, and bear interest at a rate of
2.15% per annum. These borrowings were subsequently transferred
to New JTV as part of its net assets (Note 1(a)).
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Term loan borrowings from banks
|
|
¥
|
|
|
|
¥
|
2,400,000
|
|
Less: current portion
|
|
|
|
|
|
|
(1,600,000
|
)
|
|
|
|
|
|
|
|
|
|
Long-term debt, excluding current portion
|
|
¥
|
|
|
|
¥
|
800,000
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2004, the Company had a ¥10,000,000
thousand credit facility (the Facility) available
for immediate and full borrowing with a group of banks, to be
drawn upon until December 25, 2005. That Facility, which
was guaranteed by certain of the Companys subsidiaries,
comprised an ¥8,000,000 thousand five-year term loan, and a
¥2,000,000 thousand
364-day
revolving facility, which was renewable in June each year. The
Company decided in December 2005 not to draw down the remaining
available term loan amount and in June 2006 decided not to renew
the 364-day
revolving facility. In May 2007, the Company made full early
repayment of outstanding five-year term loan borrowings. There
was no penalty associated with the early repayment of the term
loan.
IV-39
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Interest on outstanding five-year term loan borrowings was based
on certain financial ratios and could range from Euroyen TIBOR +
0.75% to TIBOR + 2.00%. The interest rates charged at
December 31, 2006 for the five-year term loan was 1.163%.
The components of the provision for income taxes from continuing
operations recognized in the consolidated statements of
operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Current taxes
|
|
¥
|
3,423,069
|
|
|
¥
|
8,730,299
|
|
|
¥
|
6,519,191
|
|
Deferred taxes
|
|
|
320,394
|
|
|
|
586,788
|
|
|
|
(121,381
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
¥
|
3,743,463
|
|
|
¥
|
9,317,087
|
|
|
¥
|
6,397,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts provided for income taxes were allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Income taxes on income from continuing operations
|
|
¥
|
3,743,463
|
|
|
¥
|
9,317,087
|
|
|
¥
|
6,397,810
|
|
Income tax on loss from discontinued operations
|
|
|
(2,627
|
)
|
|
|
(864,190
|
)
|
|
|
(939,904
|
)
|
Other comprehensive (income) loss
|
|
|
5,838
|
|
|
|
(26,194
|
)
|
|
|
37,653
|
|
Additional paid-in capital by issuance of common stock by
equity-method investee
|
|
|
|
|
|
|
|
|
|
|
282,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
3,746,674
|
|
|
¥
|
8,426,703
|
|
|
¥
|
5,778,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IV-40
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
All pre-tax income and income tax expense is related to
operations in Japan. The tax effects of temporary differences
that give rise to significant portions of the deferred tax
assets and deferred tax liabilities are presented below:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
¥
|
3,172,116
|
|
|
¥
|
1,039,333
|
|
Retail inventories
|
|
|
1,145,094
|
|
|
|
972,366
|
|
Equity-method investments
|
|
|
571,120
|
|
|
|
617,746
|
|
Return provision
|
|
|
508,445
|
|
|
|
335,701
|
|
Property and equipment
|
|
|
405,638
|
|
|
|
331,936
|
|
Accrued liabilities
|
|
|
336,902
|
|
|
|
603,939
|
|
Enterprise tax payable
|
|
|
274,592
|
|
|
|
414,286
|
|
Net assets from discontinued operations
|
|
|
46,437
|
|
|
|
336,498
|
|
Others
|
|
|
623,493
|
|
|
|
523,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,083,837
|
|
|
|
5,175,723
|
|
|
|
|
|
|
|
|
|
|
Less valuation allowance
|
|
|
(4,210,642
|
)
|
|
|
(2,029,740
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
2,873,195
|
|
|
|
3,145,983
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Equity-method investment
|
|
|
(350,304
|
)
|
|
|
(315,916
|
)
|
Intangibles
|
|
|
(61,035
|
)
|
|
|
(65,104
|
)
|
Unrealized foreign exchange
|
|
|
(40,456
|
)
|
|
|
(35,384
|
)
|
Others
|
|
|
(1,797
|
)
|
|
|
(1,795
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(453,592
|
)
|
|
|
(418,199
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
¥
|
2,419,603
|
|
|
¥
|
2,727,784
|
|
|
|
|
|
|
|
|
|
|
The valuation allowance for deferred tax assets as of
January 1, 2005 was ¥2,165,372 thousand. The net
changes in the total valuation allowance for the six-month
period ended June 30, 2007 and the years ended
December 31, 2006 and 2005, were an increase of
¥2,180,902 thousand, an increase of ¥316,955 thousand,
and a decrease of ¥452,587 thousand, respectively. Such net
changes reflect the effect of net tax expenses of ¥180,446
thousand, ¥383,043 thousand, and ¥123,130 thousand
recorded for the six-month period ended June 30, 2007 and
the years ended December 31, 2006 and 2005, respectively,
in the accompanying consolidated statements of operations.
As a result of the acquisition of EPB on March 29, 2007
(Note 2), the Company acquired net operating loss
carryforwards of ¥4,829,518 thousand (related deferred tax
assets of ¥1,965,131 thousand). However, a full valuation
allowance against the acquired deferred tax assets of EPB was
provided for as of June 30, 2007, as the Company considered
it was not more likely than not that the deferred tax assets
would be realized through future taxable income of EPB.
The valuation allowance for deferred tax assets that will be
treated as a reduction of goodwill upon subsequent recognition
of related tax benefits as of June 30, 2007 amounted to
¥3,959 thousand.
In assessing the realizability of deferred tax assets, the
Company considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods
in which those temporary differences become deductible or in
which the operating losses are available for use. The Company
considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in
making this assessment. Based upon the level of historical
taxable income and projections for future taxable income over
the
IV-41
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
periods in which the deferred tax assets are deductible,
management believes it is more likely than not that the Company
will realize the benefit of these deferred tax assets, net of
the existing valuation allowance. The amount of the deferred tax
asset considered realizable, however, could be reduced in the
near term if estimates of the future taxable income during the
carryforward period are reduced.
As of June 30, 2007, SMC and its subsidiaries had total net
operating loss carryforwards attributable to continuing
operations for income tax purposes of approximately
¥7,795,813 thousand, which are available to offset future
taxable income, if any. SMC and its subsidiaries have elected to
be subject to taxation on a stand-alone basis and net operating
loss carryforwards may not be utilized against other group
company profits. Aggregated net operating loss carryforwards, if
not utilized, expire as follows:
|
|
|
|
|
Year ending December 31,
|
|
(Yen in Thousands)
|
|
|
2007 (six months ended)
|
|
|
|
|
2008
|
|
|
9,729
|
|
2009
|
|
|
700,294
|
|
2010
|
|
|
2,089,431
|
|
2011
|
|
|
1,119,362
|
|
2012
|
|
|
1,931,181
|
|
2013
|
|
|
1,300,513
|
|
2014
|
|
|
620,107
|
|
2015
|
|
|
25,196
|
|
|
|
|
|
|
|
|
¥
|
7,795,813
|
|
|
|
|
|
|
The Company and its subsidiaries were subject to Japanese
National Corporate tax of 30%, an Inhabitant tax of 6% and a
deductible Enterprise tax of 7.2%, which in aggregate result in
a statutory tax rate of 40.7%. A reconciliation of the Japanese
statutory income tax rate and the effective income tax rate as a
percentage of income before income taxes for continuing
operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
Statutory tax rate
|
|
|
40.7%
|
|
|
|
40.7%
|
|
|
|
40.7%
|
|
Non-deductible expenses
|
|
|
0.7
|
|
|
|
0.6
|
|
|
|
0.6
|
|
Change in valuation allowance
|
|
|
2.1
|
|
|
|
1.7
|
|
|
|
0.8
|
|
Income tax credits
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
(2.9
|
)
|
Others
|
|
|
0.6
|
|
|
|
(0.3
|
)
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate for continuing operations
|
|
|
44.1%
|
|
|
|
42.2%
|
|
|
|
38.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.
|
Asset
Retirement Obligations
|
SMC has asset retirement obligations primarily associated with
restoration activities to be carried out at the time SMC vacates
certain leased premises, accounted for in accordance with
SFAS No. 143 and FIN No. 47
(Note 1(m)), which are included in other liabilities in the
accompanying consolidated balance sheets. The following table
presents the activity for the asset retirement obligations:
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Balance at beginning of period
|
|
¥
|
301,053
|
|
|
¥
|
|
|
Accrued during the period
|
|
|
|
|
|
|
299,691
|
|
Accretion expenses
|
|
|
2,279
|
|
|
|
1,362
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
¥
|
303,332
|
|
|
¥
|
301,053
|
|
|
|
|
|
|
|
|
|
|
IV-42
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
16.
|
Accrued
Pension and Severance Cost
|
Net periodic cost of the Company and its subsidiaries
unfunded RAP accounted for in accordance with
SFAS No. 87 included the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
(Yen in Thousands)
|
|
|
Service cost benefits earned during the period
|
|
¥
|
52,308
|
|
|
¥
|
92,297
|
|
|
¥
|
65,013
|
|
Interest cost on projected benefit obligation
|
|
|
3,807
|
|
|
|
5,916
|
|
|
|
5,696
|
|
Recognized actuarial loss (gain)
|
|
|
(11,551
|
)
|
|
|
40,139
|
|
|
|
44,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost
|
|
¥
|
44,564
|
|
|
¥
|
138,352
|
|
|
¥
|
115,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reconciliation of beginning and ending balances of the
benefit obligations of the Company and its subsidiaries
plans accounted for in accordance with SFAS No. 87 are
as follows:
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Year ended
|
|
|
|
June 30, 2007
|
|
|
December 31, 2006
|
|
|
|
(Yen in Thousands)
|
|
|
Change in projected benefit obligations:
|
|
|
|
|
|
|
|
|
Benefit obligations, beginning of period
|
|
¥
|
507,648
|
|
|
¥
|
394,403
|
|
Service cost
|
|
|
52,308
|
|
|
|
92,297
|
|
Interest cost
|
|
|
3,807
|
|
|
|
5,916
|
|
Actuarial loss (gain)
|
|
|
(11,551
|
)
|
|
|
40,139
|
|
Benefits paid
|
|
|
(11,148
|
)
|
|
|
(25,107
|
)
|
|
|
|
|
|
|
|
|
|
Projected benefit obligations, end of period
|
|
¥
|
541,064
|
|
|
¥
|
507,648
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligations, end of period
|
|
¥
|
405,179
|
|
|
¥
|
374,752
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains and losses are recognized fully in the year in
which they occur. The weighted-average discount rate used in
determining net periodic cost of the Company and its
subsidiaries plans was 1.7%, 1.5%, and 2.0% for the
six-month period ended June 30, 2007 and the years ended
December 31, 2006 and 2005, respectively. The
weighted-average discount rate used in determining benefit
obligations as of June 30, 2007 and December 31, 2006
was 1.70% and 1.50%, respectively. Assumed salary increases
ranged from 1.00% to 3.99% depending on employees age for
the six-month period ended June 30, 2007 and the years
ended December 31, 2006 and 2005.
The following benefit payments, which reflect expected future
service, as appropriate, are expected to be paid (excluding the
RAP amounts settled on August 31, 2007, see below):
|
|
|
|
|
Twelve months ending 30 June,
|
|
(Yen in Thousands)
|
|
|
2008
|
|
¥
|
27,165
|
|
2009
|
|
|
40,794
|
|
2010
|
|
|
44,088
|
|
2011
|
|
|
45,992
|
|
2012
|
|
|
49,691
|
|
Years
2013-2017
|
|
|
310,486
|
|
SMC generally uses a measurement date of December 31 for all of
its unfunded RAP.
On August 31, 2007, immediately prior to merger with J:Com,
New Jupiter TV paid all of its staff employed at that date their
RAP entitlement in full on an involuntary termination basis. The
amount paid was ¥166,363 thousand. The projected benefit
obligations accrued at August 31, 2007 for those staff
members was ¥198,154 thousand, resulting in a ¥31,791
thousand gain being realized by New Jupiter TV following the
payment. SMC continues to use the RAP system for its staff.
IV-43
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On July 2, 2007 projected pension obligations of
¥198,154 thousand were included in the net asset transfer
to New Jupiter TV pursuant to the reorganization of the Company,
discussed in Note 1(a).
In addition, employees of the Company and certain of its
subsidiaries participate in a multi-employer defined benefit EPF
plan. The Company contributions to this plan amounted to
¥58,673 thousand, ¥105,747 thousand, and ¥87,408
thousand, for the six-month period ended June 30, 2007 and
the years ended December 31, 2006 and 2005, respectively,
and are included in selling, general and administrative expenses
in the accompanying consolidated statements of operations.
During 2005, SMC approved the start of a process to withdraw
from the EPF plan. At December 31, 2005 the planned
withdrawal was considered probable, and therefore the estimated
obligation to fund SMCs share of shortfalls in the
EPF plan funding, calculated by the EPF and amounting to
¥170,920 thousand, was accrued as an exit liability at
December 31, 2005, and was included in selling, general and
administrative expenses in the accompanying consolidated
statements of operations. At December 31, 2006, SMC had
decided not to proceed with a withdrawal from the EPF plan in
the near future. Therefore the exit liability accrued at
December 31, 2005 was reversed during 2006, with the
resulting credit amounting to ¥170,920 thousand included in
selling, general and administrative expenses in the accompanying
consolidated statements of operations.
In December 2006, the Companys subsidiary Shop Channel
learned from the Japan Fair Trade Commission (FTC)
of a preliminary decision regarding a product that had been
under investigation during 2006 due to their concern that Shop
Channel was not able to adequately substantiate certain
representations made about the product on the channel. The FTC
subsequently finalized a Cease and Desist Order on
February 1, 2007, which required Shop Channel to make a
public announcement stating claims made about the product had
given customers the impression that the efficacy of the product
was better than it was. Shop Channel determined that the
appropriate further action to take following such an order was
to offer every customer who purchased the product the
opportunity to return the item for a full refund whether they
are satisfied with the product or not. Shop Channel made an
estimate of the expenses related to taking such action including
the refund value and the external administrative and logistics
processing costs. The total cost estimate was determined by
estimating the expected returns percentage based on previous
experience of product returns and recalls. At December 31,
2006 the full estimated refund amount of ¥393,600 thousand
and associated processing costs amounting to ¥172,200
thousand, were accrued in accordance with SFAS No. 5,
and were included in cost of retail sales, and selling, general
and administrative expenses, respectively, in the accompanying
consolidated statements of operations.
Subsequent to December 31, 2006, ¥308,087 thousand of
costs were actually incurred in relation to these contingency
matters, with ¥257,713 thousand recorded as a credit to
earnings during the six-month period ended June 30, 2007.
In June 2007, the Companys subsidiary Shop Channel was
notified that a certain product had malfunctioned and might be
susceptible to overheating and catching fire. In September 2007,
the Company engaged an independent third party to investigate
this claim. Through this investigation it was determined that
this product did contain a defect and there was the possibility
the product could overheat and catch fire, however to the best
of the Companys knowledge no product has actually caught
fire or caused any damage. Based on these facts the Company
decided to recall this product and notice was given of the
recall. The Company estimated the associated recall expenses as
approximately ¥673,031 thousand (100% of the units sold
plus external administrative costs) of which ¥631,033
thousand was recorded as reduction of retail sales during the
six-month period ended June 30, 2007. All inventory on hand
was repurchased from the Company by the supplier at cost.
The Commercial Code of Japan was revised as the Japanese
Corporate Law during 2006 and certain restrictions on the amount
that can be paid as a cash dividend have been removed. Dividends
can be issued to the extent of retained earnings available at
the end of the previous year, and upon preparation of
extraordinary
IV-44
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
financial statements, dividends can be issued from current year
retained earnings at an extraordinary balance sheet date,
subject to retained earnings at year end being positive. There
is no longer a requirement to maintain a legal reserve up to 25%
of the issued capital.
The Company paid no cash dividends for the six-month period
ended June 30, 2007 and the years ended December 31,
2006 and 2005. The amount immediately available for dividends
under the Japanese Corporate Law is based on the unappropriated
retained earnings recorded in the Companys stand-alone
statutory books of account, which amounted to ¥0 at
June 30, 2007.
On March 5, 2004, the Company transferred ¥8,400,000
thousand of common stock to additional paid in capital
(¥6,587,064 thousand) and accumulated deficit
(¥1,812,936 thousand). The transfer was approved by the
Companys shareholders in accordance with the Commercial
Code of Japan, which allows a company to make a purchase of its
own shares, as contemplated in the further transaction noted
below, only from specified additional paid in capital or
retained earnings reserves. SMC purchased its own shares using
the resulting additional paid in capital, and elected at the
same time to eliminate its accumulated deficit and generate
positive retained earnings on a single entity basis. On a
consolidated basis, SMC continued to show an accumulated deficit
immediately after that transfer. Such transfer did not impact
SMCs total equity, cash position or liquidity. Had the
Company been subject to corporate law generally applicable to
United States companies for similar transactions, the retained
earnings (deficit) at June 30, 2007 and December 31,
2006 would be ¥1,812,936 thousand less (more) than the
amount included in the accompanying consolidated financial
statements.
On May 22, 2007, the Companys shareholders
meeting resolved to issue one new share of the Companys
common stock to SC on May 23, 2007 for ¥728 thousand,
resulting in SC and LGI owning 50.00014% and 49.99986% of the
Company, respectively.
|
|
19.
|
Related
Party Transactions
|
SMC engages in a variety of transactions in the normal course of
business. Significant related party balances, income and
expenditures have been separately identified in the consolidated
balance sheets and statements of operations. A list of related
parties and a description of main types of transactions with
each party follows:
Sumitomo Corporation, shareholder, and its subsidiaries and
affiliates: television programming advertising revenues, cost of
retail sales, costs of programming and distribution, selling,
general and administrative expenses for equipment operating
leases and staff secondment fees, property and equipment capital
leases, cash deposits and interest thereon;
Liberty Global Inc., shareholder, and its subsidiaries: selling,
general and administrative expenses for staff secondment fees
and recharge of project development costs;
Discovery Japan, Inc., and Animal Planet Japan, Co. Ltd,
affiliate companies: services and other revenues from cable and
advertising sales activities and broadcasting, marketing and
office support services; costs of programming, distribution
relating to direct-to-home subscription revenue and receipt of
cash advances;
JSports Broadcasting Corporation, affiliate company: services
and other revenues from cable and advertising sales activities
and recovery of staff costs for seconded staff and advertising
revenues thereon.
InteracTV Co., Ltd, affiliate company: pass through of
direct-to-home television programming subscription revenues to
SMC, costs of programming and distribution payments for
transponder services;
Jupiter Telecommunications Co., Ltd, an affiliated company of
Sumitomo Corporation at December 31, 2004, and an indirect
consolidated subsidiary of LGI: television programming cable
subscription and advertising revenues, costs of programming and
distribution for carriage of Shop Channel by cable systems;
Jupiter VOD Co., Inc., affiliate company: services and other
revenues from office support services and advertising revenues.
IV-45
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Zonemedia Enterprises Limited and group companies, a 50%
shareholder in Reality TV Japan and a subsidiary of LGI: costs
of programming, distribution relating to management and royalty
fees, purchases of programming, and shareholder loans and
interest thereon.
|
|
20.
|
Concentration
of Credit Risk
|
As of June 30, 2007 and December 31, 2006,
SkyPerfecTV, an unrelated party, and J:Com, a related party,
agent for sales of programming delivered via satellite and most
significant cable system operator, respectively, represented
concentrations of credit risk for the Company.
For the six-month period ended June 30, 2007 and the years
ended December 31, 2006 and 2005, subscription revenues of
¥1,970,853 thousand, ¥3,833,171 thousand, and
¥3,501,730 thousand, respectively, received through
SkyPerfecTV, accounted for approximately 42%, 44% and 44%,
respectively, of subscription revenues, and 4%, 3%, and 4%,
respectively, of total revenues. As of June 30, 2007 and
December 31, 2006 SkyPerfecTV accounted for approximately
5% of accounts receivable at each balance sheet date.
For the six-month period ended June 30, 2007 and the years
ended December 31, 2006 and 2005, subscription revenues of
¥1,049,469 thousand, ¥1,751,627 thousand, and
¥1,543,063 thousand, respectively, received through J:Com,
accounted for approximately 22%, 20%, and 20%, respectively, of
subscription revenues, and 2% of total revenues for each period.
As of June 30, 2007 and December 31, 2006 J:Com
accounted for approximately 2% of accounts receivable at each
balance sheet date.
|
|
21.
|
Commitments,
Other Than Leases
|
As of June 30, 2007, SMC has commitments to purchase
various program rights as follows:
|
|
|
|
|
Twelve months ending June 30,
|
|
(Yen in Thousands)
|
|
|
2008
|
|
¥
|
1,144,092
|
|
2009
|
|
|
949,181
|
|
2010
|
|
|
930,225
|
|
2011
|
|
|
440,744
|
|
2012
|
|
|
|
|
|
|
|
|
|
Total program rights purchase commitments
|
|
¥
|
3,464,242
|
|
|
|
|
|
|
SMC contracts, through subsidiaries and affiliate licensed
broadcasting companies, to utilize capacity on three satellites
from two transponder service providers. The satellites generally
have a fifteen year usable life. SMC channels contract for a
portion of the capacity available on a transponder according to
the bandwidth needs of individual channels. Those licensed
broadcasting companies also contract for uplink services from a
third company in order to transmit each channels signal to
the satellite.
Transponder service contracts have historically been generally
ten years in duration. In September 2006, one of the transponder
providers significantly revised the terms under which they
provide transponder capacity. Following a six-month transitional
contract period to March 2007, new contracts are now one year in
duration with service fees based on fixed rates. Under the
provisions of
EITF 01-8,
the contracts renewed under the revised terms are treated as
operating leases (Note 12).
Under the historical transponder service contracts that were
entered into prior to 2004, service fees are based on a fixed
portion plus a variable portion based on platform subscriber
numbers, and termination is possible subject to payment of a
penalty fee calculated in part on future variable contract
obligations. Uplink service fees are based on fixed rates and
termination is possible subject to payment of a penalty fee upon
cease of use. Practically, other regulatory requirements make
immediate termination of the service contracts not possible, and
due to the unclear nature the actual commitment as of balance
date, commitments are disclosed for the full amounts under the
service contracts.
IV-46
SC
MEDIA & COMMERCE INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
As of June 30, 2007, SMC has commitments for uplink
services and transponder services under historical service
contracts as follows:
|
|
|
|
|
Twelve months ending June 30,
|
|
(Yen in Thousands)
|
|
|
2008
|
|
¥
|
1,186,585
|
|
2009
|
|
|
299,748
|
|
2010
|
|
|
299,748
|
|
2011
|
|
|
299,748
|
|
2012
|
|
|
299,748
|
|
|
|
|
|
|
Total transponder and uplink services commitments
|
|
¥
|
2,385,577
|
|
|
|
|
|
|
On October 31, 2007 J:Com (formerly New Jupiter TV, see
Note 1(a)) and related companies, and Zonemedia and related
companies, signed an agreement to terminate the RTVJ channel
service on March 31, 2008, and liquidate the company by
June 2008.
Immediately following signing of that agreement, notice was
given to RTVJs direct-to-home channel packaging alliance
partners and SkyPerfecTV that RTVJ programming would be
withdrawn from SkyPerfecTV packages on March 31, 2008. The
notice was given by JSBC2 a wholly owned satellite broadcasting
license holding company through which RTVJ delivers its channel
through SkyPerfecTV. This notice complied with the five months
notice period imposed by the packaging alliance.
Also on October 31, 2007, a share sale and purchase
agreement was entered into between J:Com and an unrelated third
party under which J:Com agreed to sell all of the shares of
JSBC2 to the third party for ¥700,000 thousand on
April 1, 2008. JSBC2 announced to direct-to-home channel
packaging alliance partners and SkyPerfecTV that the third
partys channel would take over the positions to be vacated
by RTVJ on April 1, 2008.
The closure of RTVJ and the sale of JSBC2 are contemplated
transactions and are not expected to have a material impact on
the financial position or results of operations of SMC or J:Com.
IV-47
To the Board
of Directors and Shareholders of Telenet Group Holding NV
In our opinion, the accompanying consolidated balance sheets and
the related consolidated income statements, of cash flows and of
changes in shareholders equity present fairly, in all
material respects, the financial position of Telenet Group
Holding NV (the Company) and its subsidiaries at
December 31, 2006 and 2005, and the results of their
operations and their cash flows for each of the two years in the
period ended December 31, 2006, in conformity with
International Financial Reporting Standards as adopted by the
EU. These financial statements are the responsibility of the
Companys management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
International Financial Reporting Standards as adopted by the EU
vary in certain significant respects from accounting principles
generally accepted in the United States of America. Information
relating to the nature and effect of such differences is
presented in Note 28 to the consolidated financial
statements.
PricewaterhouseCoopers Bedrijfsrevisoren bcvba
Represented by
Antwerp, Belgium
June 12, 2007
IV-48
TELENET
GROUP HOLDING NV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
Notes
|
|
2006
|
|
2005
|
|
|
|
|
(In thousands of Euro)
|
|
ASSETS
|
Non-current
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
|
4
|
|
|
|
973,379
|
|
|
|
943,919
|
|
Goodwill
|
|
|
5
|
|
|
|
1,148,745
|
|
|
|
1,012,544
|
|
Other intangible assets
|
|
|
6
|
|
|
|
278,813
|
|
|
|
278,347
|
|
Other assets
|
|
|
|
|
|
|
2,319
|
|
|
|
860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets
|
|
|
|
|
|
|
2,403,256
|
|
|
|
2,235,670
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
7
|
|
|
|
105,589
|
|
|
|
98,677
|
|
Other current assets
|
|
|
8
|
|
|
|
24,399
|
|
|
|
26,668
|
|
Cash and cash equivalents
|
|
|
9
|
|
|
|
58,844
|
|
|
|
210,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
|
|
|
|
188,832
|
|
|
|
335,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
|
|
|
|
2,592,088
|
|
|
|
2,571,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY AND LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed capital
|
|
|
10
|
|
|
|
2,543,032
|
|
|
|
2,532,504
|
|
Other reserves
|
|
|
10
|
|
|
|
5,115
|
|
|
|
3,860
|
|
Hedging reserves
|
|
|
12
|
|
|
|
(3,599
|
)
|
|
|
1,078
|
|
Retained loss
|
|
|
|
|
|
|
(1,822,891
|
)
|
|
|
(1,828,344
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
|
|
|
|
721,657
|
|
|
|
709,098
|
|
Non-current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion
|
|
|
11
|
|
|
|
1,330,843
|
|
|
|
1,288,785
|
|
Derivative financial instruments
|
|
|
12
|
|
|
|
36,485
|
|
|
|
20,364
|
|
Unearned revenue
|
|
|
17
|
|
|
|
14,825
|
|
|
|
11,537
|
|
Other liabilities
|
|
|
14
|
|
|
|
29,708
|
|
|
|
23,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities
|
|
|
|
|
|
|
1,411,861
|
|
|
|
1,344,441
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
|
11
|
|
|
|
15,659
|
|
|
|
|
|
Current portion of long-term debt
|
|
|
11
|
|
|
|
59,767
|
|
|
|
156,129
|
|
Accounts payable
|
|
|
|
|
|
|
180,473
|
|
|
|
174,701
|
|
Accrued expenses and other current liabilities
|
|
|
16
|
|
|
|
79,492
|
|
|
|
74,129
|
|
Unearned revenue and subscriber advanced payments
|
|
|
17
|
|
|
|
123,179
|
|
|
|
112,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
|
|
|
|
458,570
|
|
|
|
517,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
1,870,431
|
|
|
|
1,862,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES
|
|
|
|
|
|
|
2,592,088
|
|
|
|
2,571,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to the consolidated financial statements.
IV-49
TELENET
GROUP HOLDING NV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
Notes
|
|
2006
|
|
2005
|
|
|
|
|
(In thousands of Euro)
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
17
|
|
|
|
813,452
|
|
|
|
733,517
|
|
Costs of services provided
|
|
|
18
|
|
|
|
(510,696
|
)
|
|
|
(456,717
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
302,756
|
|
|
|
276,800
|
|
Selling, general and administrative
|
|
|
18
|
|
|
|
(159,022
|
)
|
|
|
(145,621
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
|
|
|
|
143,734
|
|
|
|
131,179
|
|
Finance costs, net
|
|
|
19
|
|
|
|
(100,963
|
)
|
|
|
(193,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
|
|
|
|
|
42,771
|
|
|
|
(62,029
|
)
|
Income tax expense
|
|
|
20
|
|
|
|
(34,283
|
)
|
|
|
(14,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
|
|
|
|
|
|
8,488
|
|
|
|
(76,967
|
)
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
|
22
|
|
|
|
(3,035
|
)
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
5,453
|
|
|
|
(76,667
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share in :
|
|
|
21
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
|
|
|
|
|
|
0.08
|
|
|
|
(0.86
|
)
|
Loss from discontinued operations
|
|
|
|
|
|
|
(0.03
|
)
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
0.05
|
|
|
|
(0.86
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to the consolidated financial statements.
IV-50
TELENET
GROUP HOLDING NV
(amounts
in thousands, except shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
and Other
|
|
Hedging
|
|
|
|
|
|
|
Notes
|
|
Shares
|
|
Share Capital
|
|
Reserves
|
|
Reserves
|
|
Retained Loss
|
|
Total
|
|
January 1, 2005
|
|
|
|
|
|
|
86,527,257
|
|
|
|
1,427,930
|
|
|
|
841,334
|
|
|
|
(26,627
|
)
|
|
|
(1,751,677
|
)
|
|
|
490,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized net gain (loss) on derivative contracts recognized
directly in equity
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,705
|
|
|
|
|
|
|
|
27,705
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(76,667
|
)
|
|
|
(76,667
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized loss for 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,705
|
|
|
|
(76,667
|
)
|
|
|
(48,962
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognition of share-based compensation
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
2,196
|
|
|
|
|
|
|
|
|
|
|
|
2,196
|
|
Ordinary shares issued upon exercise of the Bank Warrants
|
|
|
10
|
|
|
|
329,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds received upon exercise of the Class B Options
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
524
|
|
|
|
|
|
|
|
|
|
|
|
524
|
|
Issuance of share capital through IPO, net of offering costs
|
|
|
1
|
|
|
|
13,347,602
|
|
|
|
219,435
|
|
|
|
44,945
|
|
|
|
|
|
|
|
|
|
|
|
264,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005
|
|
|
|
|
|
|
100,204,853
|
|
|
|
1,647,365
|
|
|
|
888,999
|
|
|
|
1,078
|
|
|
|
(1,828,344
|
)
|
|
|
709,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized net gain (loss) on derivative contracts recognized
directly in equity
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,677
|
)
|
|
|
|
|
|
|
(4,677
|
)
|
Net profit for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,453
|
|
|
|
5,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized profit for 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,677
|
)
|
|
|
5,453
|
|
|
|
776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognition of share-based compensation
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
559
|
|
|
|
|
|
|
|
|
|
|
|
559
|
|
Proceeds received upon exercise of the Class A and
Class B Options
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
5,059
|
|
|
|
|
|
|
|
|
|
|
|
5,059
|
|
Issuance of share capital through Employee Stock Purchase Plan
|
|
|
10
|
|
|
|
300,033
|
|
|
|
4,917
|
|
|
|
1,248
|
|
|
|
|
|
|
|
|
|
|
|
6,165
|
|
Issuance of share capital via exchange of Class A and
Class B Profit Certificates
|
|
|
10
|
|
|
|
580,569
|
|
|
|
4,363
|
|
|
|
(4,363
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
101,085,455
|
|
|
|
1,656,645
|
|
|
|
891,502
|
|
|
|
(3,599
|
)
|
|
|
(1,822,891
|
)
|
|
|
721,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to the consolidated financial statements.
IV-51
TELENET
GROUP HOLDING NV
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands of Euro)
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
5,453
|
|
|
|
(76,667
|
)
|
Adjustments for:
|
|
|
|
|
|
|
|
|
Depreciation, amortization and impairment
|
|
|
222,921
|
|
|
|
206,314
|
|
Income taxes
|
|
|
34,232
|
|
|
|
15,052
|
|
Provision for liabilities and charges
|
|
|
11,778
|
|
|
|
1,698
|
|
Increase in allowance for bad debt
|
|
|
(1,352
|
)
|
|
|
3,550
|
|
Amortization of financing cost
|
|
|
4,930
|
|
|
|
9,165
|
|
Loss on extinguishment of debt
|
|
|
21,355
|
|
|
|
13,678
|
|
Interest income
|
|
|
(4,569
|
)
|
|
|
(3,420
|
)
|
Interest expense
|
|
|
93,958
|
|
|
|
133,511
|
|
(Gain)/loss on derivative instruments, net
|
|
|
8,856
|
|
|
|
(25,802
|
)
|
Unrealized foreign exchange (gain)/loss, net
|
|
|
(23,580
|
)
|
|
|
40,261
|
|
Share based compensation
|
|
|
1,587
|
|
|
|
2,196
|
|
(Gain)/loss on disposal of fixed assets and business
|
|
|
5,977
|
|
|
|
(147
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(6,239
|
)
|
|
|
(17,440
|
)
|
Other assets
|
|
|
3,351
|
|
|
|
(5,513
|
)
|
Unearned revenue
|
|
|
5,135
|
|
|
|
2,613
|
|
Accounts payable
|
|
|
7,833
|
|
|
|
26,770
|
|
Accrued expenses and other current liabilities
|
|
|
(12,235
|
)
|
|
|
10,964
|
|
|
|
|
|
|
|
|
|
|
Cash generated from operations
|
|
|
379,391
|
|
|
|
336,783
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
(67,974
|
)
|
|
|
(123,984
|
)
|
Income taxes paid
|
|
|
(69
|
)
|
|
|
(177
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
311,348
|
|
|
|
212,622
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS BY INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(178,857
|
)
|
|
|
(141,088
|
)
|
Proceeds on disposal of property and equipment
|
|
|
156
|
|
|
|
453
|
|
Purchases of intangibles
|
|
|
(29,069
|
)
|
|
|
(41,925
|
)
|
Acquisition of subsidiaries
|
|
|
(183,627
|
)
|
|
|
(1,444
|
)
|
Proceeds from disposal of business
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(391,379
|
)
|
|
|
(184,004
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Repayments of long-term borrowings
|
|
|
(166,249
|
)
|
|
|
(317,660
|
)
|
Net proceeds from short term borrowings
|
|
|
5,875
|
|
|
|
|
|
Proceeds from long-term borrowings
|
|
|
100,000
|
|
|
|
105,000
|
|
Payments of redemption premiums
|
|
|
(11,230
|
)
|
|
|
(13,341
|
)
|
Repayments of finance leases
|
|
|
(1,748
|
)
|
|
|
(853
|
)
|
Proceeds from the issuance of capital, net of offering costs
|
|
|
5,137
|
|
|
|
264,380
|
|
Proceeds received upon exercise of Class A and Class B
options
|
|
|
5,059
|
|
|
|
524
|
|
Payments for debt issuance costs
|
|
|
(8,328
|
)
|
|
|
(1,497
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(71,484
|
)
|
|
|
36,553
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
(151,515
|
)
|
|
|
65,171
|
|
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
210,359
|
|
|
|
145,188
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
|
58,844
|
|
|
|
210,359
|
|
|
|
|
|
|
|
|
|
|
See notes to the consolidated financial statements.
IV-52
TELENET
GROUP HOLDING NV
For the year ended December 31, 2006
(in thousands of Euro, except per share amounts, unless
otherwise stated)
The accompanying consolidated financial statements present the
operations of Telenet Group Holding NV (Telenet Group
Holding) and its subsidiaries (hereafter collectively
referred to as the Company). Through its broadband
network the Company offers cable television, including premium
television services, broadband internet and telephony services
to residential subscribers in Flanders as well as broadband
internet, data and voice services in the business market
throughout Belgium. Telenet Group Holding and its principal
subsidiaries are limited liability companies organized under
Belgian law. The Company is managed and operates in one
operating segment, broadband communications.
These consolidated financial statements have been authorized for
issue by the Board of Directors on April 27, 2007.
Initial
Public Offering
On October 11, 2005, shares in Telenet Group Holding
commenced trading on the Brussels Euronext stock exchange
pursuant to an initial public offering (IPO) of the
Companys shares by the Company (the Primary
Offering) and certain of its shareholders (the
Secondary Offering). In addition, shares were
offered to qualifying employees (the Employee
Offering) at a discounted price. The initial price of the
shares was 21.00. The Company issued and sold
13,333,333 shares of its common stock pursuant to the
Primary Offering and approximately 14,269 shares pursuant
to the Employee Offering. Net of the underwriting discount and
other expenses of the offering, the Company received
264,380 for the common stock it issued and sold under the
Primary and Employee Offerings. The net proceeds from the
Primary and Employee Offerings were used to partially redeem
Telenet Group Holdings Senior Discount Notes and Telenet
Communications Senior Notes (Note 11). Telenet Group
Holding did not receive any proceeds from the sale of shares by
the selling shareholders.
|
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
In accordance with the EU Regulation 1606/2002 of
July 19, 2002, the consolidated financial statements have
been prepared in accordance with International Financial
Reporting Standards as adopted by the EU (IFRSs as adopted
by the EU). The financial statements have been prepared on
the historical cost basis, except for certain financial
instruments. The principal accounting policies are set out below.
Basis
of Consolidation
The consolidated financial statements include the accounts of
Telenet Group Holding and all of the entities that it directly
or indirectly controls. All intercompany accounts and
transactions among consolidated entities have been eliminated
Managements
Use of Estimates
The preparation of financial statements in accordance with IFRSs
as adopted by the EU requires the use of certain critical
accounting estimates and management judgement in the process of
applying the Companys accounting policies that affects the
reported amounts of assets and liabilities and disclosure of the
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses
during the reporting period. The areas involving a higher degree
of judgement or complexity, or areas where assumptions and
estimates are significant to the consolidated financial
statements are disclosed in Note 3.
IV-53
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Property
and Equipment
Property and equipment are stated at cost less accumulated
depreciation and any accumulated impairment losses. Depreciation
is charged so as to write off the cost of assets, other than
land and assets not yet ready for use, on a straight-line basis
over their estimated useful lives. Assets held under finance
leases are depreciated over their expected useful lives on the
same basis as owned assets or, where shorter, the term of the
lease.
The following useful lives are used for the depreciation of
property and equipment:
|
|
|
|
|
Buildings and improvements
|
|
|
10-33 years
|
|
Operating facilities
|
|
|
3-20 years
|
|
Other equipment
|
|
|
3-10 years
|
|
The assets useful lives are reviewed, and adjusted if
appropriate, at each balance sheet date.
The costs associated with the construction of cable transmission
and distribution facilities and also internet and telephony
service installations are capitalized and depreciated over 3 to
20 years. Costs include all direct labor and materials as
well as certain indirect costs.
Government grants related to assets are recorded as a deduction
from the cost in arriving at the carrying amount of the asset.
The grant is recognised as income over the life of a depreciable
asset by way of a reduced depreciation charge. Expenditures for
repairs and maintenance are charged to operating expense as
incurred. Borrowing costs are recognized in profit and loss in
the period in which they are incurred.
Intangible
Assets
Intangible assets are measured at cost and are amortized on a
straight-line basis over their estimated useful lives as follows:
|
|
|
|
|
Network user rights
|
|
|
10 or 20 years
|
|
Trade name
|
|
|
15 years
|
|
Customer lists and supply contracts
|
|
|
5 or 15 years
|
|
Broadcasting rights
|
|
|
Life of the contractual right
|
|
Software development costs
|
|
|
3 years
|
|
Costs associated with maintaining computer software programmes
are recognized as an expense as incurred. Costs that are
directly associated with the production of identifiable and
unique software products controlled by the Company, and that
will probably generate economic benefits exceeding costs beyond
one year, are recognised as intangible assets.
Capitalized internal-use software costs include only external
direct costs of materials and services consumed in developing or
obtaining the software and payroll and payroll-related costs for
employees who are directly associated with and who devote time
to the project. Capitalization of these costs ceases no later
than the point at which the project is substantially complete
and ready for its intended purpose. Internally-generated
intangible assets are amortised on a straight-line basis over
their useful lives. Where no internally-generated intangible
asset can be recognised, development expenditure is recognised
as an expense in the period in which it is incurred.
Broadcasting rights are capitalized as an intangible asset when
the value of the contract is measurable upon signing and are
amortized on a straight-line basis over contractual life.
Impairment
of Tangible and Intangible Assets Excluding
Goodwill
Assets that are subject to amortization are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount
IV-54
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
by which the assets carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an
assets fair value less costs to sell and value in use. For
the purposes of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash
flows (cash-generating units).
Goodwill
Goodwill arising on the acquisition of a subsidiary represents
the excess of the cost of acquisition over the Companys
interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities of the subsidiary
recognized at the date of acquisition. Goodwill is initially
recognized as an asset at cost and is subsequently measured at
cost less any accumulated impairment losses.
Goodwill is tested for impairment annually, or more frequently
when there is an indication that it may be impaired. The Company
has identified one cash-generating unit to which all goodwill
was allocated. If the recoverable amount of the cash-generating
unit is less than the carrying amount, the impairment loss is
allocated first to reduce the carrying amount of any goodwill
and then to the other assets pro rata on the basis of the
carrying amount of each asset. An impairment loss recognized for
goodwill is not reversed in a subsequent period.
Foreign
Currency Transactions
The Companys functional and presentation currency is Euros
(), which is also the functional currency of
each of the Companys subsidiaries. Transactions in
currencies other than Euros are recorded at the rates of
exchange prevailing on the dates of the transactions. At each
balance sheet date, monetary assets and liabilities that are
denominated in foreign currencies are translated at the rates
prevailing on the balance sheet date. Non-monetary assets and
liabilities carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the
date when the fair value was determined. Gains and losses
arising on translation are included in profit or loss for the
period, except for exchange differences arising on non-monetary
assets and liabilities where the changes in fair value are
recognised directly in equity. In order to hedge its exposure to
certain foreign exchange risks, the Company enters into forward
contracts and options (see below for details of the
Companys accounting policies in respect of such derivative
financial instruments).
Financial
Instruments
Financial assets and financial liabilities are recognized on the
Companys balance sheet when the Company becomes a party to
the contractual provisions of the instrument.
Cash
and Cash Equivalents
Cash equivalents consist principally of commercial paper and
certificates of deposit with maturities of three months or less
when purchased.
Trade
Receivables
Trade receivables do not carry any interest and are stated at
their fair value as reduced by appropriate allowances for
estimated irrecoverable amounts.
Financial
Liabilities and Equity Instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements
entered into. An equity instrument is any contract that
evidences a residual interest in the assets of the Company after
deducting all of its liabilities. The accounting policies
adopted for specific financial liabilities and equity
instruments are set out below.
IV-55
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Trade
payables
Trade payables are not interest bearing and are stated at their
fair value.
Bank
borrowings
Interest-bearing bank loans are recorded at the proceeds
received, net of direct issue costs. Finance charges, including
premiums payable on settlement or redemption and direct issue
costs, are accounted for on an accrual basis to the profit and
loss account using effective interest method and are recorded as
a component of the related debt to the extent that they are not
settled in the period in which they arise.
Borrowings are classified as current liabilities unless the
Company has an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet
date.
Equity
instruments
Equity instruments issued by the Company are recorded at the
proceeds received, net of direct issue costs.
Warrants
When issued in connection with detachable warrants to purchase
shares, the fair value of debt securities is determined using a
market interest rate for an equivalent debt instrument. Any
resulting discount or premium on the debt securities is
recognized using the effective interest rate method over the
contractual term of the debt. The remainder of the proceeds is
allocated to the detachable warrants and is recognized and
included in shareholders equity, net of any income tax
effects.
The Company assesses whether freestanding warrants are to be
classified within shareholders equity or as a liability.
Warrants accounted for as permanent equity are recorded at their
initial fair value and subsequent changes in fair value are not
recognized unless a change in the classification of those
warrants occurs. Warrants not qualifying for permanent equity
accounting are recorded at fair value as a liability with
subsequent changes in fair value recognized through the income
statement.
Derivative
financial instruments and hedge accounting
The Companys activities are exposed to changes in foreign
currency exchange rates and interest rates.
The Company seeks to reduce its foreign currency exposure
through the use of certain derivative financial instruments in
order to manage its exposure to exchange rate and interest rate
fluctuations arising from its operations and funding. The
Company has identified certain agreements as cash flow hedges
including foreign exchange forward contracts, interest rate swap
agreements, cap options and combinations of such instruments.
The use of derivatives is governed by the Companys
policies approved by the Board of Directors, which provide
written principles on the use of derivatives consistent with the
Companys risk management strategy described in
Note 12.
Changes in the fair value of derivative financial instruments
that are designated and effective as hedges of future cash flows
are recognised directly in equity and the ineffective portion is
recognised immediately in the income statement. If the cash flow
hedge of a firm commitment or forecast transaction results in
the recognition of a non-financial asset or a liability, then,
at the time the asset or liability is recognised, the associated
gains or losses on the derivative that had previously been
recognised in equity are included in the initial measurement of
the asset or liability. For hedges that do not result in the
recognition of an asset or a liability, amounts deferred in
equity are recognised in the income statement in the same period
in which the hedged item affects net profit or loss.
Changes in the fair value of derivative financial instruments
that do not qualify for hedge accounting are recognised in the
income statement as they arise.
IV-56
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Hedge accounting is discontinued when the hedging instrument
expires or is sold, terminated, or exercised, or no longer
qualifies for hedge accounting. At that time, any cumulative
gain or loss on the hedging instrument recognised in equity is
retained in equity until the forecasted transaction occurs. If a
hedged transaction is no longer expected to occur, the net
cumulative gain or loss recognised in equity is transferred to
net profit or loss for the period.
Derivatives embedded in other financial instruments or other
host contracts are treated as separate derivatives when their
risks and characteristics are not closely related to those of
host contracts and the host contracts are not carried at fair
value with unrealised gains or losses reported in the income
statement.
Fair
Values
The Company has estimated the fair value of its financial
instruments in these consolidated financial statements using
available market information or other appropriate valuation
methodologies. Considerable judgment, however, is required in
interpreting market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company would realize in a
current market exchange. The use of different market assumptions
and/or
estimation methodologies may have a material effect on the
estimated fair value amounts. The carrying amount of cash,
accounts and other receivables, and accounts and other payables
approximates fair value because of the short maturity of those
instruments.
Revenue
Recognition
Subscription fees for telephony, internet and premium cable
television are prepaid by subscribers on a monthly basis and
recognized in revenue as the related services are provided i.e.
in the subsequent month. Subscription fees for basic cable
television are prepaid by subscribers predominantly on an annual
basis and recognized in revenue on a straight line basis over
the following twelve months. Revenue from telephone and internet
activity is recognized on usage.
Installation fees are recognized immediately only when
(1) they represent a separately identifiable service that
is delivered (2) for which part the related costs
equivaling the installation revenue or exceeding this revenue
are expensed as incurred and reliably measurable. Accordingly,
telephony, digital television and internet installation fees are
recognized immediately whereas analogue cable television
activation fees are deferred and recognized over the estimated
customer relationship period of 10 years.
Together with subscription fees, basic cable television
subscribers are charged a copyright fee for the content received
from public broadcasters that is broadcasted over the
Companys network. These fees contribute to the cost the
Company bears in respect of copyright fees paid to copyright
collecting agencies for certain content provided by the public
broadcasters and other copyright holders. The Company reports
copyright fees collected from cable subscribers on a gross basis
as a component of revenue as the Company is acting as a
principal as the arrangement with the public broadcaster and
other copyright holders does not represent a passthrough
arrangement. Indeed, the Company bears substantial risk in
setting the level of copyright fees charged to subscribers as
well as in collecting such fees.
Operating
Expenses
Operating expenses consist of interconnection costs, network
operating and maintenance and repair costs and cable programming
costs, including employee costs and related depreciation and
amortization charges. The Company capitalizes most of its
installation cost, including labor cost. Copyright and license
fees paid to the holders of these rights and their agents are
the primary component of the Companys cable programming
costs. Other direct costs include costs that the Company incurs
in connection with providing its residential and business
services, such
IV-57
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
as interconnection charges as well as bad debt expense. Network
costs consist of costs associated with operating, maintaining
and repairing the Companys broadband network and customer
care costs necessary to maintain its customer base.
Provisions
Provisions are recognized when the Company has a present
obligation as a result of a past event, it is probable that the
Company will be required to settle that obligation and the
amount can be reliably measured. Provisions are measured at the
Companys best estimate of the expenditure required to
settle its liability and are discounted to present value where
the effect is material.
Leases
Leases are classified as finance leases whenever the terms of
the lease transfer substantially all of the risks and rewards of
ownership to the Company. Property and equipment acquired by way
of finance lease are stated at an amount equal to the lower of
their fair value and the present value of the minimum lease
payments at inception of the lease, less accumulated
depreciation and any impairment losses. Each lease payment is
allocated between the liability and finance charges so as to
achieve a constant rate on the finance balance outstanding. The
corresponding rental obligations, net of finance charges, are
included in long-term debt. The interest element of the finance
cost is charged to the income statement over the lease period so
as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. All other
leases are classified as operating leases and are charged to
profit or loss on a straight-line basis over the lease term.
Income
Taxes
The tax expense represents the sum of the tax currently payable
and deferred tax. The tax currently payable is based on taxable
profit for the year using tax rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to
the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the
temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the
tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries except where
the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will
not reverse in the foreseeable future.
A deferred tax asset is recognised for the carryforward of
unused tax losses to the extent that it is probable that future
taxable profit will be available against which the unused tax
losses can be utilized. The carrying amount of deferred tax
assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to
be recovered. In view of the Companys history of losses,
no net deferred tax assets have been recognized.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset
is realised. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity.
IV-58
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Employee
Benefits
Pension
Obligations
The Company provides both defined benefit and defined
contribution plans to its employees, directors and certain
members of management. The defined benefit pension plans pay
benefits to employees at retirement using formulas based upon
years of service and compensation rates near retirement. The
schemes are generally funded by payments from the participants
and the Company to insurance companies as determined by periodic
actuarial calculations.
For defined benefit retirement benefit schemes, the cost of
providing benefits is determined using the Projected Unit Credit
Method, with actuarial valuations being carried out at each
balance sheet date. The corridor approach is applied to
actuarial gains and losses. Such gains and losses are the result
of changes in actuarial assumptions on retirement and similar
commitments. Accordingly, all gains and losses exceeding 10% of
the greater of the present value of the defined benefit
obligation and the fair value of any plan assets are recognized
over the expected average remaining working life of the
employees participating in the plan. Past service cost is
recognised immediately to the extent that the benefits are
already vested, and otherwise is amortised on a straight-line
basis over the average period until the benefits become vested.
The retirement benefit obligation recognized in the balance
sheet represents the present value of the defined benefit
obligation as adjusted for unrecognized past service cost, and
as reduced by the fair value of plan assets. Payments to defined
contribution retirement benefit schemes are charged as an
expense as they fall due. Payments made to state-managed
retirement benefit schemes are dealt with as payments to defined
contribution schemes where the Companys obligations under
the schemes are equivalent to those arising in a defined
contribution retirement benefit scheme.
Other
Employee Benefit Obligations
Some entities provide long term service awards, health care
premiums, early retirement plans and death benefits, among
others, to their employees
and/or
retirees. The entitlement to these benefits is usually
conditional on the employee remaining in service up to
retirement age and the completion of a minimum service period.
The expected costs of these benefits are accrued over the period
of employment using an accounting methodology similar to that
for defined benefit pension plans. Actuarial gains and losses
arising from experience adjustments, and changes in actuarial
assumptions, are charged or credited to income over the expected
average remaining working lives of the related employees.
Share-based
Payments
The Company issues equity-settled share-based payments to
certain employees which are measured at fair value at the date
of grant. The fair value is determined at the grant date using
the Black-Scholes pricing model and is expensed on a
straight-line basis over the vesting period, based on the
Companys estimate of shares that will eventually vest. The
model has been adjusted, based on managements best
estimate, for the effects of non-transferability, exercise
restrictions, and behavioural considerations.
At each balance sheet date, the Company revises its estimates of
the number of options that are expected to become exercisable.
It recognises the cumulative impact of the revision of original
estimates, if any, in the income statement, and a corresponding
adjustment to equity. The proceeds received net of any directly
attributable transaction costs are credited to share capital
(nominal value) and share premium when the options are exercised.
IV-59
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
New
standards, interpretations and amendments
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for
the Companys accounting periods beginning on or after
January 1, 2006 and are categorized below as either
implemented, not yet effective or not relevant to the
Companys operations.
IAS 19 (Amendment), Employee Benefits introduces the
option of an alternative recognition approach for actuarial
gains and losses. It may impose additional recognition
requirements for multi-employer plans where insufficient
information is available to apply defined benefit accounting. It
also adds new disclosure requirements. As the Company does not
intend to change the accounting policy adopted for recognition
of actuarial gains and losses and does not participate in any
multi-employer plans, adoption of this amendment will only
impact the format and extent of disclosures presented in the
accounts. The Company applies this amendment from annual periods
beginning January 1, 2006.
The following interpretations to existing standards have been
published that are mandatory for the Companys accounting
periods beginning on or after 1 May 2006 or later periods
but that the Company has not early adopted:
|
|
|
|
|
IFRS 7, Financial Instruments: Disclosures, and a
complementary amendment to IAS 1, Presentation of Financial
Statements Capital Disclosures (effective from
January 1, 2007). IFRS 7 introduces new disclosures to
improve the information about financial instruments. It requires
the disclosure of qualitative and quantitative information about
exposure to risks arising from financial instruments, including
specified minimum disclosures about credit risk, liquidity risk
and market risk, including sensitivity analysis to market risk.
The amendment to IAS 1 introduces disclosures about the level of
an entitys capital and how it manages capital. The Company
has not yet completed its assessment of the impact of IFRS 7 and
the amendment to IAS 1 to the level of disclosures currently
provided. The Company will apply IFRS 7 and the amendment to IAS
1 from annual periods beginning January 1, 2007;
|
|
|
|
IFRIC 10, Interim Financial Reporting and Impairment
(effective for annual periods beginning on or after
November 1, 2006). IFRIC 10 prohibits the impairment losses
recognised in an interim period on goodwill, investments in
equity instruments and investments in financial assets carried
at cost to be reversed at a subsequent balance sheet date. The
Company will apply IFRIC 10 from 1 January 2007, but it is
not expected to have any impact on the Companys accounts.
|
The following standards, amendments and interpretations are
mandatory for accounting periods beginning on or after
January 1, 2006 but are not relevant to the Companys
operations:
|
|
|
|
|
IAS 21 (Amendment), Net Investment in a Foreign Operation;
|
|
|
|
IAS 39 (Amendment), Cash Flow Hedge Accounting of Forecast
Intragroup Transactions;
|
|
|
|
IAS 39 (Amendment), The Fair Value Option;
|
|
|
|
IAS 39 and IFRS 4 (Amendment), Financial Guarantee
Contracts;
|
|
|
|
IFRS 1 (Amendment), First-time Adoption of International
Financial Reporting Standards and IFRS 6 (Amendment),
Exploration for and Evaluation of Mineral Resources;
|
|
|
|
IFRS 6, Exploration for and Evaluation of Mineral
Resources;
|
|
|
|
IFRIC 4, Determining whether an Arrangement contains a
Lease;
|
|
|
|
IFRIC 5, Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds;
|
|
|
|
IFRIC 6, Liabilities arising from Participating in a Specific
Market Waste Electrical and Electronic Equipment;
|
IV-60
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
IFRIC 7, Applying the Restatement Approach under IAS 29,
Financial Reporting in Hyperinflationary Economies;
|
|
|
|
IFRIC 8, Scope of IFRS 2; and
|
|
|
|
IFRIC 9, Reassessment of Embedded Derivatives.
|
|
|
3.
|
CRITICAL
ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
|
Critical
judgements in applying the Companys accounting
policies
Goodwill
The Company performed its annual review for impairment during
the third quarter of 2006 and 2005. Goodwill was allocated to
one reporting unit. The key assumptions for the value in use
calculations used to determine the recoverable amount are those
regarding the discount rates and expected changes to selling
prices/product offerings and direct costs during the period.
Changes in selling practices and direct costs are based on past
practices and expectations of future changes in the market. The
calculation uses cash flow projections based on financial
budgets approved by management, and a discount rate of
9.0 per cent based on current market assessments of the
time value of money and the risks specific to the Company. Cash
flows beyond the five-year period have been extrapolated using a
steady 2 per cent growth rate. This growth rate does not
exceed the long-term average growth rate for the industry.
Management believes that any reasonably possible changes in the
key assumptions on which the recoverable amount is based would
not cause the carrying amount to exceed its recoverable amount.
Key
sources of estimation uncertainty
Deferred
Income Taxes
As of December 31, 2006, Telenet Group Holding and its
subsidiaries had available combined cumulative tax loss
carry-forwards of 698,877 (2005: 672,617). Under
current Belgian tax laws, these loss carry-forwards have an
indefinite life and may be used to offset the future taxable
income of Telenet Group Holding and its subsidiaries. Two
subsidiaries acquired in a previous business combination made
taxable profits of 85,366 (2005: 37,135) during the
year and utilized tax loss carryforwards which had not been
previously recognized as deferred tax assets resulting in a
deferred tax expense of 34,292 (2005: 14,917).
A deferred tax asset is recognised for the carryforward of
unused tax losses to the extent that it is probable that future
taxable profit will be available against which the unused tax
losses can be utilized. The carrying amount of deferred tax
assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to
be recovered. In view of the Companys history of losses,
no net deferred tax assets have been recognized.
IV-61
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
4.
|
PROPERTY
AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land, Buildings
|
|
|
|
|
|
|
|
|
Furniture,
|
|
|
|
|
|
|
and Leasehold
|
|
|
|
|
|
Construction in
|
|
|
Equipment
|
|
|
|
|
|
|
Improvements
|
|
|
Network
|
|
|
Progress
|
|
|
and Vehicles
|
|
|
Total
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2005
|
|
|
38,242
|
|
|
|
1,325,072
|
|
|
|
32,238
|
|
|
|
26,117
|
|
|
|
1,421,669
|
|
Additions
|
|
|
5,547
|
|
|
|
|
|
|
|
119,789
|
|
|
|
17,196
|
|
|
|
142,532
|
|
Transfers
|
|
|
2,677
|
|
|
|
126,679
|
|
|
|
(129,356
|
)
|
|
|
|
|
|
|
|
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,145
|
)
|
|
|
(2,145
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005
|
|
|
46,466
|
|
|
|
1,451,751
|
|
|
|
22,671
|
|
|
|
41,168
|
|
|
|
1,562,056
|
|
Acquisition of subsidiaries
|
|
|
534
|
|
|
|
15,388
|
|
|
|
371
|
|
|
|
129
|
|
|
|
16,422
|
|
Additions
|
|
|
5,805
|
|
|
|
11,323
|
|
|
|
170,071
|
|
|
|
1,327
|
|
|
|
188,526
|
|
Transfers
|
|
|
2,095
|
|
|
|
147,662
|
|
|
|
(147,694
|
)
|
|
|
(2,063
|
)
|
|
|
|
|
Impairment
|
|
|
|
|
|
|
(10,825
|
)
|
|
|
|
|
|
|
|
|
|
|
(10,825
|
)
|
Disposals
|
|
|
|
|
|
|
(5,871
|
)
|
|
|
|
|
|
|
(1,711
|
)
|
|
|
(7,582
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006
|
|
|
54,900
|
|
|
|
1,609,428
|
|
|
|
45,419
|
|
|
|
38,850
|
|
|
|
1,748,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2005
|
|
|
3,835
|
|
|
|
442,701
|
|
|
|
|
|
|
|
14,357
|
|
|
|
460,893
|
|
Depreciation charge for the year
|
|
|
2,020
|
|
|
|
149,986
|
|
|
|
|
|
|
|
7,077
|
|
|
|
159,083
|
|
Eliminated on Disposal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,839
|
)
|
|
|
(1,839
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005
|
|
|
5,855
|
|
|
|
592,687
|
|
|
|
|
|
|
|
19,595
|
|
|
|
618,137
|
|
Depreciation charge for the year
|
|
|
1,659
|
|
|
|
155,447
|
|
|
|
|
|
|
|
6,375
|
|
|
|
163,481
|
|
Transfers
|
|
|
|
|
|
|
432
|
|
|
|
|
|
|
|
(432
|
)
|
|
|
|
|
Eliminated on Disposal
|
|
|
|
|
|
|
(4,755
|
)
|
|
|
|
|
|
|
(1,645
|
)
|
|
|
(6,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006
|
|
|
7,514
|
|
|
|
743,811
|
|
|
|
|
|
|
|
23,893
|
|
|
|
775,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006
|
|
|
47,386
|
|
|
|
865,617
|
|
|
|
45,419
|
|
|
|
14,957
|
|
|
|
973,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005
|
|
|
40,611
|
|
|
|
859,064
|
|
|
|
22,671
|
|
|
|
21,573
|
|
|
|
943,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Amount of Finance Leases included in Property and
Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006
|
|
|
17,562
|
|
|
|
5,384
|
|
|
|
|
|
|
|
361
|
|
|
|
23,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005
|
|
|
18,256
|
|
|
|
5,790
|
|
|
|
|
|
|
|
468
|
|
|
|
24,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
An impairment of 8,874 was recorded during 2006 for
non-recoverable items of equipment.
IV-62
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A reconciliation of the changes in goodwill is depicted below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
2006
|
|
2005
|
|
Beginning balance
|
|
|
1,012,544
|
|
|
|
1,027,461
|
|
Use of net operating losses acquired in business combinations
(Note 13)
|
|
|
(34,292
|
)
|
|
|
(14,917
|
)
|
Acquisition of subsidiary (Note 22)
|
|
|
174,975
|
|
|
|
|
|
Derecognized on disposal of a subsidiary (Note 22)
|
|
|
(4,482
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,148,745
|
|
|
|
1,012,544
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
OTHER
INTANGIBLE ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network
|
|
|
|
|
|
Customer
|
|
|
|
|
|
|
User Rights
|
|
Trade Name
|
|
Software
|
|
Lists
|
|
Other
|
|
Total
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2005
|
|
|
136,856
|
|
|
|
121,000
|
|
|
|
70,720
|
|
|
|
67,991
|
|
|
|
27,756
|
|
|
|
424,323
|
|
Additions
|
|
|
1,311
|
|
|
|
|
|
|
|
34,632
|
|
|
|
|
|
|
|
8,859
|
|
|
|
44,802
|
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,962
|
)
|
|
|
(23,962
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005
|
|
|
138,167
|
|
|
|
121,000
|
|
|
|
105,352
|
|
|
|
67,991
|
|
|
|
12,653
|
|
|
|
445,163
|
|
Acquisition of subsidiary
|
|
|
|
|
|
|
|
|
|
|
321
|
|
|
|
16,741
|
|
|
|
|
|
|
|
17,062
|
|
Additions
|
|
|
2,388
|
|
|
|
|
|
|
|
20,590
|
|
|
|
|
|
|
|
11,023
|
|
|
|
34,001
|
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
(6,657
|
)
|
|
|
(6,621
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supply contracts
|
|
|
140,555
|
|
|
|
121,000
|
|
|
|
126,299
|
|
|
|
84,732
|
|
|
|
17,019
|
|
|
|
489,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2005
|
|
|
28,685
|
|
|
|
30,250
|
|
|
|
48,589
|
|
|
|
16,498
|
|
|
|
19,525
|
|
|
|
143,547
|
|
Charge for the year
|
|
|
10,343
|
|
|
|
8,067
|
|
|
|
13,720
|
|
|
|
6,532
|
|
|
|
8,569
|
|
|
|
47,231
|
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,962
|
)
|
|
|
(23,962
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005
|
|
|
39,028
|
|
|
|
38,317
|
|
|
|
62,309
|
|
|
|
23,030
|
|
|
|
4,132
|
|
|
|
166,816
|
|
Charge for the year
|
|
|
10,757
|
|
|
|
8,066
|
|
|
|
17,339
|
|
|
|
6,531
|
|
|
|
5,922
|
|
|
|
48,615
|
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
(4,676
|
)
|
|
|
(4,639
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006
|
|
|
49,785
|
|
|
|
46,383
|
|
|
|
79,685
|
|
|
|
29,561
|
|
|
|
5,378
|
|
|
|
210,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006
|
|
|
90,770
|
|
|
|
74,617
|
|
|
|
46,614
|
|
|
|
55,171
|
|
|
|
11,641
|
|
|
|
278,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005
|
|
|
99,139
|
|
|
|
82,683
|
|
|
|
43,043
|
|
|
|
44,961
|
|
|
|
8,521
|
|
|
|
278,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys intangible assets other than goodwill each
have a finite life and are comprised primarily of network user
rights, trade name, software development and acquisition costs,
customer lists, broadcasting rights and contracts with
suppliers. These intangible assets are amortized on a
straight-line basis over their estimated useful lives. The
Company evaluates the estimated useful lives of its finite
intangible assets each reporting period to determine whether
events or circumstances warrant revised estimates of useful
lives.
IV-63
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
2006
|
|
2005
|
|
Trade receivables
|
|
|
123,568
|
|
|
|
117,771
|
|
Less: provision for impairment of receivables
|
|
|
(17,979
|
)
|
|
|
(19,094
|
)
|
|
|
|
|
|
|
|
|
|
Trade receivables, net
|
|
|
105,589
|
|
|
|
98,677
|
|
|
|
|
|
|
|
|
|
|
The Company recognised a loss of 4,414 and 4,520 for
the impairment of its trade receivables during the years ended
December 31, 2006 and 2005, respectively. The loss has been
included in cost of services provided in the income statement.
There is no concentration of credit risk with respect to trade
receivables, as the Company has a large number of customers.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
2006
|
|
2005
|
|
Prepaid taxes and VAT
|
|
|
693
|
|
|
|
1,190
|
|
Inventory
|
|
|
12,200
|
|
|
|
8,212
|
|
Receivable from Electrabel
|
|
|
|
|
|
|
7,965
|
|
Miscellaneous receivable
|
|
|
3,133
|
|
|
|
3,705
|
|
Prepaid content
|
|
|
3,187
|
|
|
|
2,270
|
|
Prepayments
|
|
|
3,038
|
|
|
|
3,111
|
|
Receivable on disposal of Phone Plus
|
|
|
1,175
|
|
|
|
|
|
Other
|
|
|
973
|
|
|
|
215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,399
|
|
|
|
26,668
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
CASH AND
CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
2006
|
|
2005
|
|
Cash at bank and on hand
|
|
|
37,875
|
|
|
|
11,422
|
|
Commercial paper
|
|
|
9,969
|
|
|
|
159,664
|
|
Certificates of deposits
|
|
|
11,000
|
|
|
|
39,273
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents
|
|
|
58,844
|
|
|
|
210,359
|
|
|
|
|
|
|
|
|
|
|
The Company holds commercial paper with a weighted average
interest rate of 3.59% (2005 : 2.3%) and an average maturity of
31 days (2005 : 32 days). The certificates of deposits
have a weighted average interest rate of 3.58% (2005 : 2.3%) and
an average maturity of 4 days (2005 : 9 days).
Telenet Group Holding currently has the following shares
outstanding, all of which are treated as one class in the
earnings (loss) per share calculation:
|
|
|
|
|
101,085,455 ordinary Shares;
|
|
|
|
2,164,911 dispreference shares that are held by Interkabel and
the Liberty Global Consortium, which have the same rights as the
ordinary Shares except that they are subject to an 8.02
liquidation dispreference, such
|
IV-64
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
that in any liquidation of Telenet Group Holding the
dispreference shares would only participate in the portion of
the proceeds of the liquidation that exceeded 8.02 per
Share. Dispreference shares may be converted into ordinary
Shares at a rate of 1.04 to 1; and
|
|
|
|
|
|
30 Golden Shares held by the mixed intercommunales, which have
the same rights as the ordinary Shares and which also give their
holders the right to appoint representatives to the Regulatory
Board, which oversees the public interest guarantees related to
our offering of digital television.
|
The share capital amounts as of December 31, 2006 were
1,656,645,249.91.
According to a transparency declaration filed with the Banking,
Finance and Insurance Commission (BFIC) and the Company on
November 13, 2006, Liberty Global Inc. acquired through its
affiliate Belgian Cable Investors 6,750,000 shares of
Telenet Group Holding through the exercise of its options (the
New Period Options) issued by the Mixed
Intermunicipalities shareholders. The options have been
exercised at a price of 20 per share.
Further to a new transparency declaration of November 20,
2006, Liberty Global, Inc. acquired through another affiliate,
LGI Venturs BV formerly known as Chellomedia Investments B.V.,
all shares held by the Evercore entities which are part of the
Liberty Global Consortium. Consequently, LGI holds as of
December 31, 2006 a total of 28,292,474 shares or
27.99% of the Telenet Group Holding share capital, representing
a majority of the Syndicate Shares. As a result thereof and
following the receipt of certain regulatory approvals in
February 2007, LGI has the right to exclusively nominate
candidates for the majority of the positions in the Board of
Directors of Telenet Group Holding.
Employee
Share Based Compensation
Class A
and Class B Options
In August 2004, the Company granted 1,500,000 Class A
Options to certain members of management to subscribe to
1,500,000 Class A Profit Certificates (Class A
Options). Except for 506,712 Class A Options that
vested immediately upon grant, the vesting period of the
Class A Options extends to a maximum to 40 months and
can be exercised through June 2009. The fair value of the
Class A Options was determined on the date of grant to be
8.46 using the Black-Scholes option-pricing model with the
following assumptions: annual Euro swap interest rate for each
respective expiration date, expected life of 4.9 years, and
a dividend yield of 0.0% and volatility of 24%
In December 2004, the Company offered 1,251,000 of the 1,350,000
authorized Class B Options to certain members of management
to subscribe to 1,251,000 Class B Profit Certificates
(Class B Options). Of the 1,251,000
Class B Options offered by the Company, 1,083,000 were
accepted in February 2005. The remaining 267,000 Class B
Options were cancelled on September 20, 2005. Except for
105,375 Class B Options that vested immediately upon grant,
the Class B Options vest over 4 years and can be
exercised through December 2009. The fair value of the
Class B Options was determined on the date of grant to be
5.12 using the Black-Scholes option-pricing model with the
following assumptions: annual Euro swap interest rate for each
respective expiration date, expected life of 4.9 years, and
a dividend yield of 0.0% and volatility of 20%
The Class A and the Class B Options must be exercised
in multiples of three, giving the right to acquire three
Class A Profit Certificates for 20 or three
Class B Profit Certificates for 25. The Class A
and Class B Profit Certificates are exchangeable into
shares of the Company on a one for one basis, subject to certain
conditions being met. Upon exercise, these profit certificates
give the holders the right to receive dividends equal to
dividends distributed, if any, to the holders of the
Companys shares.
In the case of an initial public offering or a change of
control, the vesting for half of the remaining non-vested
Class A Options would be brought forward to the date of the
offering or change in control. In contemplation of the IPO, the
Board of Directors decided at its September 2, 2005 meeting
to accelerate the vesting of 121,968 Class B Options,
contingent upon the closing of the IPO which occurred on
October 11, 2005. The terms and conditions of the
certificates as originally granted did not provide for such
accelerated vesting but allowed the Board of Directors
IV-65
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the possibility of accelerating vesting subsequent to grant. As
a result of this modification, additional compensation expense
of 576 was incurred in October 2005 based on the increase
in the intrinsic value of the Class B Option at the date of
grant. The remaining non vested Class B Options will vest
over the remaining original vesting periods.
Upon change in control that resulted from the increase in
LGIs participation on November 13, 2006, the vesting
on all of the remaining unvested Class A options was
accelerated in accordance with the terms of the original
agreement. This resulted in an additional expense of 153
in November 2006.
The Class A and Class B options in the table below
were exercised versus payments of 5,059 and 524
during the years ended December 31, 2006 and 2005,
respectively. Upon exercise, the Class A and Class B
options were exchanged on a one-for-one basis for Class A
and Class B Profit Certificates and are accounted for as
increases in Other Reserves within Equity. These reserves are
transferred from Other Reserves to Share Capital when the Profit
Certificates are exchanged for shares of the Company and
resulted in a transfer of 4,363 between Other Reserves and
Share Capital within Equity in 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Price at
|
|
|
Number of Options
|
|
|
|
Exercise Date
|
Class of Option
|
|
Exercised
|
|
Exercise Date
|
|
(in Euros)
|
|
Class B Options
|
|
|
62,877
|
|
|
|
12/12/05
|
|
|
|
16.60
|
|
Class A Options
|
|
|
285,000
|
|
|
|
05/12/06
|
|
|
|
18.20
|
|
Class B Options
|
|
|
232,692
|
|
|
|
05/12/06
|
|
|
|
18.20
|
|
Class B Options
|
|
|
68,533
|
|
|
|
10/02/06
|
|
|
|
19.10
|
|
Class A Options
|
|
|
30,000
|
|
|
|
12/22/06
|
|
|
|
21.69
|
|
Class B Options
|
|
|
53,844
|
|
|
|
12/22/06
|
|
|
|
21.69
|
|
All
Plans
A summary of the activity of the Companys stock options
for the years ended December 31, 2006 and 2005 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options
|
|
|
Number of
|
|
Weighted Average
|
|
|
Options
|
|
Exercise Price
|
|
Balance, January 1, 2005
|
|
|
1,544,390
|
|
|
|
7.19
|
|
Class B Options granted
|
|
|
1,083,000
|
|
|
|
8.33
|
|
1998 Plan & 1999 Plan options exercised
|
|
|
(44,390
|
)
|
|
|
24.79
|
|
Class B Options exercised
|
|
|
(62,877
|
)
|
|
|
8.33
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2005
|
|
|
2,520,123
|
|
|
|
7.34
|
|
Class A Options exercised
|
|
|
(315,000
|
)
|
|
|
6.67
|
|
Class B Options exercised
|
|
|
(355,089
|
)
|
|
|
8.33
|
|
Class B Options lapsed
|
|
|
(1,140
|
)
|
|
|
8.33
|
|
Class B Options forfeited
|
|
|
(55,380
|
)
|
|
|
8.33
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2006
|
|
|
1,793,514
|
|
|
|
7.23
|
|
|
|
|
|
|
|
|
|
|
IV-66
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes information about stock options
outstanding and exercisable as of December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
Average
|
|
|
Number of Options
|
|
Number of Options
|
|
Remaining
|
|
Exercise Price
|
|
|
Outstanding
|
|
Exercisable
|
|
Contractual Life
|
|
(in Euros)
|
|
Class A Options
|
|
|
1,185,000
|
|
|
|
1,185,000
|
|
|
|
30 months
|
|
|
|
6.67
|
|
Class B Options
|
|
|
608,534
|
|
|
|
159,989
|
|
|
|
36 months
|
|
|
|
8.33
|
|
Employee
Stock Purchase Plan
On October 16, 2006, Telenet launched an employee stock
purchase plan (ESPP). Under the terms of the ESPP, employees
were given until December 4, 2006 to purchase new shares of
Telenet Group Holding NV at a discount of 16.67% to the average
share price over the month of November 2006. Based on the
average share price of 20.54 for November 2006, the
discount under the ESPP was 3.43 per share. As the shares
were fully vested at the time of the transaction, the Company
recognized 1,028 as compensation expense in December 2006
for the 300,033 shares that were purchased.
Warrants
Subordinated
Debt Warrants
The Company has 3,426,000 subordinated debt warrants outstanding
(the Subordinated Debt Warrants) which are held by
the Liberty Global Consortium, the GIMV, the Financial
Consortium and the MICs. Each Subordinated Debt Warrant entitles
the holder thereof to three shares of Telenet Group Holding upon
payment of an exercise price of 40. Alternatively, holders
may opt for a cashless exercise of the Subordinated
Debt Warrants. In such a case, they will be entitled to acquire
a reduced number of shares of Telenet Group Holding, using the
value of their warrants (measured by the market value of the
shares of Telenet Group Holding at the time of exercise less the
exercise price of the warrants) to acquire shares of Telenet
Group Holding at their market value. The warrants can be
exercised at any time during the exercise period ending on
August 9, 2009.
Bank
Warrants
In conjunction with the Senior Credit Facility obtained in July
2002, the Company issued a total of 100,000 detachable warrants,
which vested immediately upon issuance. Until the expiration
date in August 2007, these warrants gave the holders the right
to purchase a number of the Companys ordinary shares for
0.01 per warrant. The number of shares would only be known
at the exercise date as it was ultimately based on the number of
outstanding shares at August 9, 2002 adjusted by various
factors, including additions for shares issued upon the exercise
of other warrants.
These warrants are no longer held by the lenders and all but
15,714 were cancelled. The remaining 15,714 warrants were
transferred as part of the settlement of the subordinated
shareholder debts that were repaid on December 22, 2003. On
August 24, 2005, the Companys Chief Executive Officer
exercised the 15,714 Bank Warrants acquired in 2004 at a price
of 0.01 per 21 shares, and, as a result, acquired
329,994 shares.
|
|
11.
|
DEBT AND
OTHER FINANCING
|
The debt balances specified below include accrued interest as of
December 31, 2006 and 2005.
IV-67
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Senior Credit Facility:
|
|
|
|
|
|
|
|
|
Tranche A
|
|
|
|
|
|
|
219,013
|
|
Tranche B
|
|
|
|
|
|
|
11,127
|
|
Tranche D
|
|
|
|
|
|
|
333
|
|
Tranche E
|
|
|
|
|
|
|
405,196
|
|
New Senior Credit Facility:
|
|
|
|
|
|
|
|
|
Tranche A
|
|
|
600,154
|
|
|
|
|
|
Tranche B
|
|
|
100,139
|
|
|
|
|
|
Senior Notes
|
|
|
369,691
|
|
|
|
509,504
|
|
Senior Discount Notes(1)
|
|
|
221,239
|
|
|
|
220,954
|
|
Clientele Fee
|
|
|
45,860
|
|
|
|
42,379
|
|
Annuity Fee
|
|
|
51,057
|
|
|
|
53,822
|
|
Finance lease obligations
|
|
|
25,821
|
|
|
|
27,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,413,961
|
|
|
|
1,489,564
|
|
Less: deferred financing fees
|
|
|
(23,351
|
)
|
|
|
(44,650
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
1,390,610
|
|
|
|
1,444,914
|
|
Less: current portion
|
|
|
(59,767
|
)
|
|
|
(156,129
|
)
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
1,330,843
|
|
|
|
1,288,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Accreted balance of the Senior Discount Notes, converted to
Euros on December 31, 2006 and 2005 at the accounting rate
of $1. 317 to 1.00 and $1.1797 to 1.00, respectively. |
Total debt is denominated in Euros with the exception of the
Senior Discount Note which is denominated in U.S. Dollars.
Fixed interest rates applied to 41.74% of the total financial
debt (2005: 48.5%). The weighted average interest rates at year
end was 9.94% on fixed interest rate loans (2005: 9.77%) and
4.90% on floating interest rate loans (2005: 4.83%).
Senior
Notes
On December 22, 2003, Telenet Communication issued Senior
Notes with a principal amount of 500,000, receiving net
proceeds of 482,310. Interest on the notes is payable
semi-annually at an annual rate of 9%. The notes do not have
required principal repayments prior to maturity on
December 15, 2013.
Telenet Communications initiated an offer for approximately
125,522 of principal and accrued interest of its Senior
Notes on November 30, 2005. Under the terms of the offer,
which closed in January 2006, Telenet Communications redeemed
124,773 of principal of the Senior Notes plus accrued
interest of 749, and paid a 9.0% redemption premium of
11,230, resulting in a total payment to holders of the
Senior Notes of 136,752. The redemption cost associated
with this exercise was recorded as an increase in finance cost
in the fourth quarter of 2005.
Senior
Discount Notes
On December 22, 2003, the Company issued Senior Discount
Notes at 57.298% of par value with a principal amount at
maturity of $558,000 (or 450,654 using the exchange rate
obtained upon the issuance of $1.2382 per 1.00), receiving
net proceeds of 242,527. Interest on the notes started
accreting from December 22, 2003 at an
IV-68
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
annual rate of 11.5%, compounded semi-annually. Commencing on
June 15, 2009 until maturity on June 15, 2014,
interest is payable semi-annually at an annual rate of 11.5%.
There are no required principal repayments prior to maturity.
In connection with the issuance of the Senior Discount Notes,
the Company entered into a registration rights agreement
pursuant to which it undertook to either complete a registered
exchange offer (or, if required, cause a shelf registration
statement to become effective) with respect to the Senior
Discount Notes by June 30, 2005, or to pay in cash
liquidated damages at a rate equal to 1% per annum of the
accreted value of the Senior Discount Notes until
December 31, 2005. The accreted value of the Senior
Discount notes as of June 30, 2005 was $379 million.
Because the Company has not completed a registered exchange
offer (or caused a shelf registration statement to become
effective) with respect to the Senior Discount Notes as of
June 30, 2005, it paid liquidated damages of $1,150 (or
973) to holders of the Senior Discount Notes on
December 15, 2005.
On October 17, 2005, Telenet Group Holding initiated an
offer for up to 35% of the accreted value of its Senior Discount
Notes, as calculated under the terms of the indenture governing
such Notes, including an adjustment for amounts redeemed under
the Change of Control Offer for the Senior Discount Notes,
described below, such that not less than 65% of the Senior
Discount Notes remains outstanding. Under the terms of the
offer, which closed on November 23, 2005, Telenet Group
Holding redeemed Senior Discount Notes with an accreted value of
$136,171 (115,233), representing 34.6% of $393,743
(465,286), the total accreted value of the Senior Discount
Notes as of such date, and paid an 11.5% redemption premium of
$15,660 (13,341). In addition, Telenet Group Holding paid
$552 (467) in accrued liquidated damages with respect to
the redeemed Senior Discount Notes. The redemption cost
associated with this exercise was recorded as an increase in
finance cost in the fourth quarter of 2005.
Change
of Control Offers for the Telenet Group Holding Senior Discount
Notes and Telenet Communications Senior Notes
Certain of the Companys shareholders entered into an
agreement on October 14, 2005 which, among other matters,
amended certain governance terms. The Company concluded that
these changes resulted in a Change of Control within the
definitions of the relevant indentures. Therefore, on
October 17, 2005, Telenet Group Holding and Telenet
Communications initiated change of control offers for the full
accreted value and outstanding principal amount of Senior
Discount Notes and Senior Notes, respectively (the Change
of Control Offers). As per the terms of the indentures
governing the Senior Discount Notes and Senior Notes, the Change
of Control Offers were made at 101% of accreted value and
outstanding principal amount, respectively. The Change of
Control Offers expired on November 18, 2005 at which time
$2,523 of face value at redemption of the Senior Discount Notes
and 6,825 of the Senior Notes were tendered for redemption
and settled during November 2005 together with accreted or
accrued interest, as appropriate, the 1% redemption premium and
the accrued liquidated damages in respect of the Senior Discount
Notes. Pursuant to the Change of Control Offers, the total cost
of the Senior Discount Notes purchased was $2,559 and the total
cost of the Senior Notes purchased was 7,165.
New
Senior Credit Facility
On May 10, 2006, Telenet Bidco, Telenet NV and Telenet
Vlaanderen (as Borrowers and Guarantors), entered into a new
senior credit facility (the New Senior Credit
Facility), which provided significantly improved terms
compared to Telenets previous Senior Credit Facility. The
New Senior Credit Facility was closed on May 12, 2006 and
has a final maturity date of March 31, 2011. In connection
with the closing of the New Senior Credit Facility, the Company
prepaid a net 35,000 of outstanding senior debt using
excess cash on its balance sheet.
The major terms and conditions of the various tranches of the
New Senior Credit Facility were as follows:
|
|
|
|
|
Tranche A provides a 600,000 amortising loan facility
which was drawn in full upon closing. It is repayable in
quarterly instalments commencing on March 31, 2007 and
calls for a final repayment of 370,000 on March 31,
2011.
|
IV-69
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
Tranche B is a 200,000 revolving credit facility of
which the undrawn availability was 100,000 as of
December 31, 2006.
|
|
|
|
Tranche C is an uncommitted facility of up to 200,000
or, if utilised for the acquisition of certain Belgian cable
assets, up to 350,000.
|
Interest is currently payable on Tranches A and B of the New
Senior Credit Facility at a margin of 0.90% over EURIBOR, and
can vary from 0.70% to 1.25% subject to an interest margin
ratchet mechanism based on the ratio of Net Cash Pay Debt to
Consolidated EBITDA. A commitment fee is payable quarterly in
arrears on undrawn amounts of the Tranche B Loan at the
rate of 40% of the applicable margin of the Tranche B Loan.
The financial covenants, which are tested on a quarterly basis,
measure performance against, among others, standards for
leverage, debt service coverage, and earnings before interest,
taxes, depreciation, and amortization (EBITDA).
Senior
Credit Facility
Until replaced by the New Senior Credit Facility in May 2006
(the Refinancing), the Company had a senior secured
facility that provided up to 835,000 in committed
financing from a syndicate of lenders and in various tranches
and a further 150,000 in uncommitted senior secured
facilities (the Senior Credit Facility). Since the
date that the Senior Credit Facility was originally signed in
July 2002, the Company amended the terms and structure and made
partial prepayments of the Senior Credit Facility in line with
its requirements and its evolving credit profile.
At the time the Refinancing, the major terms and conditions of
the various committed tranches of the Senior Credit Facility
were as follows:
|
|
|
|
|
Tranche A was an amortizing term loan and guarantee
facility expiring in 2009 for an amount of up to 218,880.
Amounts under the facility incurred interest at Euribor plus a
margin of 3%.
|
|
|
|
Tranche B was an amortizing revolving credit facility,
expiring in 2009, of up to 11,121. Amounts under the
facility incurred interest at Euribor plus a margin of up to 3%.
|
|
|
|
Tranche C2 was a nonamortizing term loan with a principal
amount of 150,000 which matured in 2010. Amounts under the
Tranche C2 facility incurred interest at Euribor plus a
margin of up to 3.75%. The outstanding principal under this
facility was fully repaid on March 31, 2005.
|
|
|
|
Tranche D was a revolving credit facility, expiring in
2009, of 200,000. Amounts under the facility incurred
interest at Euribor plus a margin of up to 3.50%.
|
|
|
|
Tranche E was a
non-amortizing
term loan, expiring in 2011, of 405,000. Amounts under the
facility incurred interest at Euribor plus a margin of 2.50%.
|
Clientele
and Annuity Agreements
In 1996, the Company entered into a Clientele Agreement and an
Annuity Agreement with the Pure Intercommunale Companies
(PICs), through Interkabel Vlaanderen CVBA
(Interkabel), which is a related party of the
Company.
The clientele fee payable under the Clientele Agreement is
payable by the Company in return for access to the cable network
customer database owned and controlled by the PICs. The
clientele fee is payable as long as the Company maintains its
usage rights to the cable network, and is adjusted periodically
depending on the level of inflation. Such payments allow the
PICs to recover part of their historical investment to upgrade
the original cable network to allow for two-way communication
(the HFC Upgrade). Considering this, the present
value of the clientele fee payments over the first 20 years
(being the life of the longest lived assets that are part of the
HFC Upgrade) has been accounted for as network user rights under
intangible assets, and is amortized over 10 or 20 years
depending on the useful life of the underlying assets that make
up the HFC Upgrade.
IV-70
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In accordance with the terms of the Annuity Agreement, the PICs
charge an annuity fee, which in substance covers the remaining
60% of the cost of the HFC Upgrade incurred by the PICs, to the
Company. Payments under the Annuity Agreement are due over a
period of 10 or 20 years, depending on the useful life of
the underlying assets that make up the HFC Upgrade incurred by
the PICs. The present value of the future payments under the
Annuity Agreement has been capitalized as network user rights
under intangible assets, and is amortized over 10 or
20 years depending on the useful life of the underlying
assets that make up the HFC Upgrade.
Finance
Lease Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present Value of
|
|
|
|
Minimum Lease Payments
|
|
|
Minimum Lease Payments
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Within one year
|
|
|
2,748
|
|
|
|
2,159
|
|
|
|
1,525
|
|
|
|
1,184
|
|
In the second to fifth years, inclusive
|
|
|
12,989
|
|
|
|
11,509
|
|
|
|
9,300
|
|
|
|
8,223
|
|
Thereafter
|
|
|
19,074
|
|
|
|
22,091
|
|
|
|
14,430
|
|
|
|
17,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
|
34,811
|
|
|
|
35,758
|
|
|
|
25,255
|
|
|
|
26,497
|
|
Less: future finance charges
|
|
|
(9,556
|
)
|
|
|
(9,261
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of lease obligations
|
|
|
25,255
|
|
|
|
26,497
|
|
|
|
25,255
|
|
|
|
26,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: amount due for settlement within 12 months
|
|
|
|
|
|
|
|
|
|
|
(1,525
|
)
|
|
|
(1,184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount due for settlement after 12 months
|
|
|
|
|
|
|
|
|
|
|
23,730
|
|
|
|
25,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company leases certain assets under finance leases including
buildings, head-ends and certain vehicles with average lease
terms of 20, 20 and 5 years, respectively. Leases of
head-ends include the equipment used to receive signals of
various devices, whether directly from the transmitter or from a
microwave relay system. These devices are used, among other
things, to transmit data and telephony and television signals.
For the year ended December 31, 2006, the average effective
borrowing rate was 4.69% (2005: 3.76%). Interest rates are fixed
at the contract date. All leases are on a fixed repayment basis
and no arrangements have been entered into for contingent rental
payments. The Companys obligations under finance leases
are secured by the lessors title to the leased assets.
On July 20, 2006, Telenet NV entered into an arrangement to
finance the construction of a new building for a maximum amount
of 30,000. At the end of the construction period the
company will start paying quarterly lease payments, based on
fixed capital repayments, in order to repay the total amount
financed plus applicable interest charges. The lease period will
last for 15 years starting at the end of the construction
period and the Company has a bargain purchase option at the end
of the lease. On November 17, 2006 the Company entered into
an agreement with the lessors pursuant to which the contractual
interest margin of 1.00% will be payable over a fixed rate of
3.89% for the term of the finance arrangement.
During the construction phase, the Company will pay interest on
amounts drawn under the finance arrangement based on
3-month
Euribor plus a 1.00% margin. As of December 31, 2006 the
total amount capitalized for construction in progress was
15,545 and an equivalent amount plus accrued interest is
presented as short-term borrowings pursuant to the terms of the
above mentioned finance agreement. At the end of the
construction period a sale and lease back will be accounted for
whereby the lease back is a finance lease.
IV-71
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Repayment
Schedule
Aggregate future principal payments on the total borrowings
under all of the Companys debt agreements other than
finance leases are shown in the following table. The Senior
Discount Note is included at its fully accreted value.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
On demand or within one year
|
|
|
52,628
|
|
|
|
12,342
|
|
In the second year
|
|
|
61,441
|
|
|
|
51,725
|
|
In the third year
|
|
|
72,298
|
|
|
|
52,166
|
|
In the fourth year
|
|
|
82,018
|
|
|
|
52,485
|
|
In the fifth year
|
|
|
480,241
|
|
|
|
52,199
|
|
After five years
|
|
|
740,901
|
|
|
|
1,307,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,489,527
|
|
|
|
1,528,409
|
|
Less: Interest to be accreted on the Senior Discount Note
|
|
|
(59,791
|
)
|
|
|
(85,628
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
1,429,736
|
|
|
|
1,442,782
|
|
|
|
|
|
|
|
|
|
|
Guarantees
and Covenants
Obligations under the Senior Notes, Senior Discount Notes and
the New Senior Credit Facility are guaranteed and
cross-guaranteed by certain subsidiaries of Telenet Group
Holding. The obligations are also secured by mortgages and by
pledges of certain equity interests, material contracts, and
other rights and claims held by certain of Telenet Group
Holdings subsidiaries including, on a consolidated basis,
property and equipment of 950,072, intangible assets of
278,813, trade receivables of 105,589 and other
current assets of 24,351.
As of December 31, 2006 and 2005, the Company was in
compliance with all of its financial covenants.
|
|
12.
|
DERIVATIVE
FINANCIAL INSTRUMENTS
|
The Company seeks to reduce its foreign currency exposure
through a policy of matching, to the extent possible, assets and
liabilities denominated in foreign currencies. In addition, the
Company uses certain derivative financial instruments in order
to manage its exposure to exchange rate and interest rate
fluctuations arising from its operations and funding. The
Company has identified certain foreign exchange forward
contracts, interest rate swaps, caps and collars as cash flow
hedges and has determined that it has no significant embedded
derivative instruments that are required to be bifurcated and
measured at fair value. The Company is also exposed to credit
risks.
Foreign
Currency Cash Flow Hedges
The Company continues to apply hedge accounting in relation to
its foreign exchange forwards that were purchased historically
to hedge the U.S. dollar foreign exchange risk related to
the U.S. dollar-denominated Senior Discount Notes.
The hedging instrument in this hedging relationship is the spot
value of the foreign exchange forwards, as defined by the
difference between the spot rate at inception and the closing
spot rate. The hedged risk is the variability in the
Euro-equivalent cash flows related to the fully accreted amount
of the Senior Discount Notes.
IV-72
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
As of December 31, 2006 and December 31, 2005
outstanding foreign exchange forward contracts that qualified as
cash flow hedges were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Forward purchase contracts
|
|
|
|
|
|
|
|
|
Notional amount in U.S. dollars
|
|
|
362,700
|
|
|
|
362,700
|
|
Weighted average strike price (U.S. dollars per Euro)
|
|
|
1.1930
|
|
|
|
1.1930
|
|
Maturity
|
|
|
December 15, 2008
|
|
|
|
December 15, 2008
|
|
Foreign
Exchange Risk Related to Operations
The Company uses forward and option contracts in order to limit
its exposure to the U.S. dollar fluctuations against the
Euro for transactions that are part of daily operations. These
derivatives are economic hedges but have not been accounted for
as cash flow hedges.
Derivative financial instruments covering operational foreign
exchange risk exposure as of December 31, 2006 and
December 31, 2005 were as follows:
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
2006
|
|
2005
|
|
Option contracts
|
|
|
|
|
Notional amount in U.S. dollars
|
|
17,000
|
|
17,500
|
Weighted average strike price (U.S. dollars per Euro)
|
|
1.29
|
|
1.17
|
Maturity
|
|
From January to
June 2007
|
|
From January to
July 2006
|
Interest
Rate Risk
The Company has entered into interest rate swaps, caps and
collars designed to hedge the interest rate exposure associated
with various floating rate debts.
Interest rate swaps qualifying for cash flow hedge accounting
have been designated as hedging instruments in their entirety.
The time value of cap and collar contracts has been excluded
from the designation. Hedge effectiveness is determined using
the hypothetical derivative method. Cumulative changes in the
fair value of the hedging instrument are compared to cumulative
changes in the fair value of the hypothetical derivative.
When the Company determines that a derivative is not highly
effective as a hedging instrument, hedge accounting is
discontinued prospectively. Consequently, amounts accumulated in
other comprehensive income are transferred to earnings in the
same periods during which the hedged forecasted transaction
affects earnings. When hedge accounting is discontinued because
it is no longer expected that a forecasted transaction will
occur, the Company reclassifies amounts accumulated in the
hedging reserve to earnings immediately.
In conjunction with entering into the New Senior Credit
Facility, during the second quarter of 2006, the Company
discontinued cash flow hedge accounting for all outstanding
interest rate derivatives. Consequently, cumulative losses that
were previously recorded through hedging reserves were reversed
into profit or loss for an amount of 2,173.
During the second semester of 2006, the Company has defined
several new cash flow hedge relationships for a portion of its
interest rate derivatives.
IV-73
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
As of December 31, 2006 and December 31, 2005, the
outstanding contracts were as follows:
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
2006
|
|
2005
|
|
Interest rate swaps
|
|
|
|
|
Notional amount
|
|
171,163
|
|
180,762
|
Average pay interest rate
|
|
4.79%
|
|
4.78%
|
Average receive interest rate
|
|
2.9%
|
|
2.4%
|
Maturity
|
|
From 2008 to 2011
|
|
From 2008 to 2011
|
Caps
|
|
|
|
|
Notional amount
|
|
49,046
|
|
59,504
|
Average cap interest rate
|
|
4.4%
|
|
4.4%
|
Maturity
|
|
From 2009 to 2017
|
|
From 2009 to 2017
|
Collars
|
|
|
|
|
Notional amount
|
|
450,000
|
|
450,000
|
Average floor interest rate
|
|
2.5%
|
|
2.5%
|
Average cap interest rate
|
|
5.4%
|
|
5.4%
|
Maturity
|
|
From 2009 to 2011
|
|
From 2009 to 2011
|
Summary
The cumulative impact of the all of the derivative instruments
described above has been allocated between hedging reserves and
earnings as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedging
|
|
|
|
|
|
|
Fair Value
|
|
|
Reserves
|
|
|
Earnings
|
|
|
January 1, 2005
|
|
|
(81,134
|
)
|
|
|
(26,627
|
)
|
|
|
(54,507
|
)
|
Change in fair value of foreign exchange forward contracts
|
|
|
51,576
|
|
|
|
62,161
|
|
|
|
(15,540
|
)
|
Change in fair value of foreign exchange forward contracts
reclassified into earnings
|
|
|
|
|
|
|
(43,403
|
)
|
|
|
43,403
|
|
Change in fair value of foreign exchange option contracts
|
|
|
251
|
|
|
|
|
|
|
|
251
|
|
Change in fair value of interest rate derivatives qualifying for
hedge accounting
|
|
|
252
|
|
|
|
(70
|
)
|
|
|
322
|
|
Change in fair value of interest rate derivatives not qualifying
for hedge accounting
|
|
|
6,383
|
|
|
|
|
|
|
|
6,383
|
|
Amortization of the change in fair value of interest rate
derivatives frozen upon discontinuance of hedge accounting
|
|
|
|
|
|
|
9,017
|
|
|
|
(9,017
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005
|
|
|
(22,672
|
)
|
|
|
1,078
|
|
|
|
(28,705
|
)
|
IV-74
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedging
|
|
|
|
|
|
|
Fair Value
|
|
|
Reserves
|
|
|
Earnings
|
|
|
December 31, 2005
|
|
|
(22,672
|
)
|
|
|
1,078
|
|
|
|
(28,705
|
)
|
Change in fair value of foreign exchange forward contracts
|
|
|
(20,586
|
)
|
|
|
(32,052
|
)
|
|
|
11,466
|
|
Change in fair value of foreign exchange forward contracts
reclassified into earnings
|
|
|
|
|
|
|
24,517
|
|
|
|
(24,517
|
)
|
Change in fair value of foreign exchange option contracts
|
|
|
(254
|
)
|
|
|
|
|
|
|
(254
|
)
|
Change in fair value of interest rate derivatives qualifying for
hedge accounting
|
|
|
2,429
|
|
|
|
685
|
|
|
|
1,744
|
|
Change in fair value of interest rate derivatives not qualifying
for hedge accounting
|
|
|
4,878
|
|
|
|
|
|
|
|
4,878
|
|
Amortization of the change in fair value of interest rate
derivatives frozen upon discontinuance of hedge accounting
|
|
|
|
|
|
|
98
|
|
|
|
(98
|
)
|
Immediate transfer of amounts accumulated in hedging reserve to
profit or loss due to discontinuance of hedge accounting
|
|
|
|
|
|
|
2,075
|
|
|
|
(2,075
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
(36,205
|
)
|
|
|
(3,599
|
)
|
|
|
(37,561
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The difference between the cumulative change in fair value of
the derivative instruments and the cumulative amounts booked in
the hedging reserve and earnings amounts to 4,955. This
corresponds to the settlement of foreign exchange forward
contracts in 2005.
Credit
Risk
Credit risk relates to the risk of loss that the Company would
incur as a result of non-performance by counterparties. The
Company maintains credit risk policies with regard to its
counterparties to minimize overall credit risk. These policies
include an evaluation of a potential counterpartys
financial condition, credit rating, and other credit criteria
and risk mitigation tools as deemed appropriate.
The largest share of the gross assets subject to credit risk is
accounts receivable from residential and small commercial
customers located throughout Belgium. The risk of material loss
from nonperformance from these customers is not considered
likely. Reserves for uncollectible accounts receivable are
provided for the potential loss from nonpayment by these
customers based on historical experience.
With regards to credit risk on financial instruments, the
Company maintains a policy of entering into such transactions
only with highly rated European and U.S. financial
institutions.
IV-75
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Fair
market value
The carrying amounts and related estimated fair values of the
Companys significant financial instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
|
Long-term debt (including short-term maturities)
|
|
|
(1,413,961
|
)
|
|
|
(1,477,765
|
)
|
|
|
(1,489,564
|
)
|
|
|
(1,576,295
|
)
|
Foreign exchange forward
|
|
|
(31,490
|
)
|
|
|
(31,490
|
)
|
|
|
(10,904
|
)
|
|
|
(10,904
|
)
|
Foreign exchange options
|
|
|
(227
|
)
|
|
|
(227
|
)
|
|
|
27
|
|
|
|
27
|
|
Interest rate swaps
|
|
|
(2,840
|
)
|
|
|
(2,840
|
)
|
|
|
(7,994
|
)
|
|
|
(7,994
|
)
|
Caps
|
|
|
(352
|
)
|
|
|
(352
|
)
|
|
|
(718
|
)
|
|
|
(718
|
)
|
Collars
|
|
|
(1,296
|
)
|
|
|
(1,296
|
)
|
|
|
(3,083
|
)
|
|
|
(3,083
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments
|
|
|
(36,205
|
)
|
|
|
(36,205
|
)
|
|
|
(22,672
|
)
|
|
|
(22,672
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(1,450,166
|
)
|
|
|
(1,513,970
|
)
|
|
|
(1,512,236
|
)
|
|
|
(1,598,967
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of interest rate swaps and foreign exchange
forwards are calculated by the Company based on swap curves
flat, without extra credit spreads. Confirmations of the fair
values received from the contractual counterparties, which are
all commercial banks, are used to validate the internal
calculations. The fair value of derivative instruments
containing option-related features are determined by commercial
banks and validated by management.
The fair values of our long-term debt instruments are derived as
the lesser of either the call price of the relevant instrument
or the market value as determined by quoted market prices at
each measurement date, where available, or, where not available,
at the present value of future cash flows discounted at rates
consistent with comparable maturities with similar credit risk
to the appropriate measurement date.
The carrying amounts for financial assets classified as current
assets and the carrying amounts for financial liabilities
classified as current liabilities approximate fair value due to
the short maturity of such instruments. The fair values of other
financial instruments for which carrying amounts and fair values
have not been presented are not materially different than their
related carrying amounts.
Management has applied its judgment in using market data to
develop estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts
that the Company would realize in a current market exchange.
IV-76
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Telenet Group Holding and its consolidated subsidiaries each
file separate tax returns in accordance with Belgian tax laws.
For financial reporting purposes, Telenet Group Holding and its
subsidiaries calculate their respective tax assets and
liabilities on a separate-return basis. These assets and
liabilities are combined in the accompanying consolidated
financial statements.
The tax effects of significant temporary differences and tax
loss carry-forwards are presented below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Deferred income tax assets
|
|
|
|
|
|
|
|
|
Financial instruments
|
|
|
5,700
|
|
|
|
12,251
|
|
Bad debt allowance
|
|
|
6,023
|
|
|
|
5,929
|
|
Tax loss carry-forwards
|
|
|
260,899
|
|
|
|
307,349
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
272,622
|
|
|
|
325,529
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
7,327
|
|
|
|
3,399
|
|
Property and equipment
|
|
|
664
|
|
|
|
1,448
|
|
Other
|
|
|
330
|
|
|
|
420
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
8,321
|
|
|
|
5,267
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax assets
|
|
|
264,301
|
|
|
|
320,262
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax recognized in the balance sheet
|
|
|
6,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006, Telenet Group Holding and its
subsidiaries had available combined cumulative tax loss
carry-forwards of 698,877 (2005: 672,617). Under
current Belgian tax laws, these loss carry-forwards have an
indefinite life and may be used to offset the future taxable
income of Telenet Group Holding and its subsidiaries. As Telenet
Group Holding and virtually all of its subsidiaries have never
realized any substantial taxable profits, no deferred taxes have
been recognized.
Two subsidiaries acquired in a previous business combination
made taxable profits of 85,366 (2005: 37,135) during
the year and utilized tax loss carryforwards which had not been
previously recognized as deferred tax assets. One of these two
subsidiaries was liquidated in 2006. The utilization of tax
losses carried forward from previous business combinations is
recorded as a reduction of goodwill using the historic tax rate
of 40.17% applicable at the time of the acquisition while the
deferred tax asset is established using the current tax rate of
33.99%. This results in a deferred tax expense of 34,292
(2005: 14,917). Available tax loss carry-forwards were
reduced by 381,689 during 2005 as a result of taxable
profits being recognized on permanent tax differences and
adjustments related to the mergers and disallowed expenses.
Taxable profit is reduced by a notional interest deduction which
can be carried forward for 7 years.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Copyright fees
|
|
|
3,453
|
|
|
|
11,131
|
|
Employee benefit obligations
|
|
|
16,859
|
|
|
|
9,868
|
|
Other
|
|
|
9,396
|
|
|
|
2,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,708
|
|
|
|
23,755
|
|
|
|
|
|
|
|
|
|
|
IV-77
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In 2004, the Company, together with other Belgian cable
operators, concluded negotiations with certain of the
broadcasters and copyright collection agencies in Belgium that
determined the copyright fees due by cable operators that
represented the significant majority of the claims previously
outstanding. The Company remains in litigation with smaller
copyright collection agencies and broadcasters and has reached
an agreement in principle on some of the outstanding terms. The
Company has accrued 18,260 (2005: 22,884) for
settlement of these estimated fees of which 14,807 (2005:
11,753) is considered to be short term and is recorded
under accrued expenses and other current liabilities.
|
|
15.
|
EMPLOYEE
BENEFIT PLANS
|
The majority of Telenets employees participate in defined
contribution plans funded through a group insurance or pension
fund. By law, those plans provide an average minimum guaranteed
rate of return over the employees career equal to 3.75% on
employee contributions and 3.25% on employer contributions paid
as from January 1, 2004 onwards. During 2006, an amount of
1,871 (2005: 1,430) was paid by the employer with
respect to those plans.
Since the actual rates of return obtained by the pension fund
have been significantly higher than the minimum guaranteed rates
of return, no provisions have been accounted for. The
accumulated plan assets in the pension fund amount to
15,503 at December 31, 2006 (2005: 11,759). The
Company has also recognized a liability of 2,973 at
December 31, 2006 (2005: 1,591) for long term service
awards
The funded defined benefit pension plans are financed through
insurance contracts which provide a guaranteed rate of return.
The plan assets do not include any shares issued by Telenet or
property occupied by Telenet.
The amounts recognized in the balance sheet are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Plans
|
|
|
Postretirement Plans
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Present value of funded obligations
|
|
|
7,080
|
|
|
|
4,719
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
|
|
|
(6,185
|
)
|
|
|
(1,878
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
895
|
|
|
|
2,841
|
|
|
|
|
|
|
|
|
|
Present value of unfunded obligations
|
|
|
|
|
|
|
|
|
|
|
6,351
|
|
|
|
3,471
|
|
Unrecognized net actuarial loss
|
|
|
(1,680
|
)
|
|
|
(1,440
|
)
|
|
|
(1,856
|
)
|
|
|
(490
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (asset) liability in balance sheet
|
|
|
(785
|
)
|
|
|
1,401
|
|
|
|
4,495
|
|
|
|
2,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts recognized in the income statement are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Plans
|
|
|
Postretirement Plans
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Service cost
|
|
|
2,375
|
|
|
|
2,186
|
|
|
|
855
|
|
|
|
984
|
|
Interest cost
|
|
|
270
|
|
|
|
206
|
|
|
|
240
|
|
|
|
142
|
|
Expected return on plan assets
|
|
|
(163
|
)
|
|
|
(74
|
)
|
|
|
|
|
|
|
|
|
Losses/(gains) on curtailments
|
|
|
|
|
|
|
|
|
|
|
461
|
|
|
|
|
|
Actuarial losses recognized in the year
|
|
|
60
|
|
|
|
5
|
|
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,542
|
|
|
|
2,323
|
|
|
|
1,646
|
|
|
|
1,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Of the charge for the year, 3,555 (2004: 2,825) is
included in costs of services provided in the income statement,
192 (2005: 350) is included in selling, general and
administrative and 441 (2005: 274) is included in
finance cost.
IV-78
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Changes in the present value of the defined benefit obligation
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Plans
|
|
|
Postretirement Plans
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Opening defined benefit obligation
|
|
|
4,719
|
|
|
|
2,265
|
|
|
|
3,471
|
|
|
|
1,855
|
|
Service cost
|
|
|
2,375
|
|
|
|
2,186
|
|
|
|
855
|
|
|
|
984
|
|
Interest cost
|
|
|
270
|
|
|
|
206
|
|
|
|
240
|
|
|
|
142
|
|
Plan participants contributions
|
|
|
60
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
Losses/(gains) on curtailments
|
|
|
|
|
|
|
|
|
|
|
461
|
|
|
|
|
|
Actuarial loss (gain)
|
|
|
(317
|
)
|
|
|
326
|
|
|
|
1,456
|
|
|
|
490
|
|
Benefits paid
|
|
|
(27
|
)
|
|
|
(321
|
)
|
|
|
(132
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing defined benefit obligation
|
|
|
7,080
|
|
|
|
4,719
|
|
|
|
6,351
|
|
|
|
3,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in the fair value of plan assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Plans
|
|
|
Postretirement Plans
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Opening fair value of plan assets
|
|
|
1,878
|
|
|
|
1,462
|
|
|
|
|
|
|
|
|
|
Actual return on plan assets
|
|
|
163
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
Company contributions
|
|
|
4,727
|
|
|
|
1,625
|
|
|
|
132
|
|
|
|
|
|
Plan participants contributions
|
|
|
59
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
Actuarial (loss) gain
|
|
|
(615
|
)
|
|
|
(1,018
|
)
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
(27
|
)
|
|
|
(321
|
)
|
|
|
(132
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing fair value of plan assets
|
|
|
6,185
|
|
|
|
1,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A 1% change in assumed medical cost increase would have the
following effects on:
|
|
|
|
|
|
|
|
|
|
|
1% increase
|
|
|
1% decrease
|
|
|
a) aggregate amount of service cost and interest cost
|
|
|
157
|
|
|
|
(123
|
)
|
b) defined benefit obligation
|
|
|
687
|
|
|
|
(577
|
)
|
The experience adjustments for the current and previous four
annual periods amount to :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
Defined benefit obligation
|
|
|
13,431
|
|
|
|
8,189
|
|
|
|
4,120
|
|
|
|
410
|
|
|
|
287
|
|
Fair value of plan assets
|
|
|
6,185
|
|
|
|
1,878
|
|
|
|
1,462
|
|
|
|
317
|
|
|
|
213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Surplus)/deficit
|
|
|
7,246
|
|
|
|
6,311
|
|
|
|
2,658
|
|
|
|
93
|
|
|
|
74
|
|
Experience adjustments on plan liabilities
|
|
|
1,634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Experience adjustments on plan assets
|
|
|
(615
|
)
|
|
|
(1,018
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
IV-79
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The principal assumptions used for the purpose of the actuarial
valuations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Plans
|
|
|
Postretirement Plans
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Discount rate at December 31
|
|
|
4.30
|
%
|
|
|
4.00
|
%
|
|
|
4.300
|
%
|
|
|
4.00
|
%
|
Rate of compensation increase
|
|
|
3.09
|
%
|
|
|
3.11
|
%
|
|
|
|
|
|
|
|
|
Expected return on plan assets
|
|
|
4.00
|
%
|
|
|
4.83
|
%
|
|
|
|
|
|
|
|
|
Underlying inflation rate
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
Increase of medical benefits
|
|
|
|
|
|
|
|
|
|
|
3.00
|
%
|
|
|
3.00
|
%
|
|
|
16.
|
ACCRUED
EXPENSES AND OTHER CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Customer deposits
|
|
|
25,859
|
|
|
|
25,451
|
|
Compensation and employee benefits
|
|
|
32,828
|
|
|
|
30,574
|
|
Financial instruments
|
|
|
275
|
|
|
|
2,465
|
|
VAT and withholding taxes
|
|
|
4,244
|
|
|
|
1,616
|
|
Copyright fees
|
|
|
14,807
|
|
|
|
11,753
|
|
Other current liabilities
|
|
|
1,479
|
|
|
|
2,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,492
|
|
|
|
74,129
|
|
|
|
|
|
|
|
|
|
|
The Companys revenue, for both continuing and discontinued
operations, are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
Cable television:
|
|
|
|
|
|
|
|
|
- Basic Subscribers(1)
|
|
|
199,433
|
|
|
|
198,557
|
|
- Premium Subscribers(1)
|
|
|
47,312
|
|
|
|
51,808
|
|
- Distributors/Other
|
|
|
36,788
|
|
|
|
17,211
|
|
Residential:
|
|
|
|
|
|
|
|
|
- Internet
|
|
|
268,588
|
|
|
|
231,097
|
|
- Telephony(2)
|
|
|
183,269
|
|
|
|
160,930
|
|
Business
|
|
|
78,062
|
|
|
|
73,914
|
|
|
|
|
|
|
|
|
|
|
Subtotal continuing operations
|
|
|
813,452
|
|
|
|
733,517
|
|
Discontinued Operations
|
|
|
|
|
|
|
|
|
Residential:
|
|
|
|
|
|
|
|
|
- Telephony(2)
|
|
|
7,509
|
|
|
|
9,364
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
820,961
|
|
|
|
742,881
|
|
|
|
|
|
|
|
|
|
|
Residential telephony revenue also includes interconnection fees
generated by business customers.
IV-80
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company also has unearned revenue as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Cable television:
|
|
|
|
|
|
|
|
|
- Basic Subscribers(1)
|
|
|
113,982
|
|
|
|
107,861
|
|
- Premium Subscribers(1)
|
|
|
10,104
|
|
|
|
3,756
|
|
- Distributors/Other
|
|
|
207
|
|
|
|
777
|
|
Residential:
|
|
|
|
|
|
|
|
|
- Internet
|
|
|
10,539
|
|
|
|
8,079
|
|
- Telephony(2)
|
|
|
2,529
|
|
|
|
2,062
|
|
Business
|
|
|
643
|
|
|
|
1,878
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
138,004
|
|
|
|
124,413
|
|
|
|
|
|
|
|
|
|
|
Current portion
|
|
|
123,179
|
|
|
|
112,876
|
|
|
|
|
|
|
|
|
|
|
Long-term portion
|
|
|
14,825
|
|
|
|
11,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Basic and premium cable television substantially comprises
residential customers, but also includes a small proportion of
business customers. |
|
(2) |
|
Residential telephony revenue also includes interconnection fees
generated by business customers. |
Unearned revenue is generally fees prepaid by the customers and,
as discussed in Note 2, is recognized in the Income
Statement on a straight-line basis over the related service
period
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Employee benefits:
|
|
|
|
|
|
|
|
|
- Wages, salaries, commissions and social security costs
|
|
|
91,498
|
|
|
|
89,203
|
|
- Share-based payments granted to directors and employees
|
|
|
1,587
|
|
|
|
2,196
|
|
- Other employee benefit costs
|
|
|
21,246
|
|
|
|
18,854
|
|
|
|
|
|
|
|
|
|
|
Employee benefits
|
|
|
114,331
|
|
|
|
110,253
|
|
Depreciation and impairment
|
|
|
174,306
|
|
|
|
159,084
|
|
Amortization
|
|
|
43,118
|
|
|
|
39,087
|
|
Amortization of broadcasting rights
|
|
|
5,497
|
|
|
|
8,144
|
|
Network operating and service costs
|
|
|
247,130
|
|
|
|
213,137
|
|
Advertising, sales and marketing
|
|
|
57,117
|
|
|
|
49,401
|
|
Other costs
|
|
|
35,880
|
|
|
|
32,202
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
677,379
|
|
|
|
611,308
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
669,718
|
|
|
|
602,338
|
|
Discontinued operations
|
|
|
7,661
|
|
|
|
8,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
677,379
|
|
|
|
611,308
|
|
|
|
|
|
|
|
|
|
|
IV-81
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The average number of full time equivalents employed by the
Company during the year ended December 31, 2006 was 1,552
(2005: 1,503).
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Interest expense (including amortization of financing cost)
|
|
|
98,888
|
|
|
|
142,676
|
|
Interest income
|
|
|
(4,569
|
)
|
|
|
(3,420
|
)
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
94,319
|
|
|
|
139,256
|
|
Net foreign exchange transaction (gains)/losses on financing
transactions
|
|
|
(23,580
|
)
|
|
|
40,262
|
|
Change in fair value of foreign exchange forward contracts
reclassified into earnings (Note 12)
|
|
|
24,517
|
|
|
|
(43,403
|
)
|
Change in fair value of derivatives (Note 12)
|
|
|
(15,661
|
)
|
|
|
17,601
|
|
|
|
|
|
|
|
|
|
|
Net (Gains)/losses on derivative financial instruments
|
|
|
8,856
|
|
|
|
(25,802
|
)
|
Loss on extinguishment of debt
|
|
|
21,355
|
|
|
|
39,472
|
|
|
|
|
|
|
|
|
|
|
Finance costs, net
|
|
|
100,950
|
|
|
|
193,188
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
100,963
|
|
|
|
193,208
|
|
Discontinued operations
|
|
|
(13
|
)
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
100,950
|
|
|
|
193,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Current tax expense
|
|
|
107
|
|
|
|
136
|
|
Deferred tax expense (Note 13)
|
|
|
34,292
|
|
|
|
14,917
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
34,399
|
|
|
|
15,053
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
34,283
|
|
|
|
14,938
|
|
Discontinued operations
|
|
|
116
|
|
|
|
115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,399
|
|
|
|
15,053
|
|
|
|
|
|
|
|
|
|
|
IV-82
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The tax on the Companys profit (loss) before tax differs
from the theoretical amount that would arise using the Belgian
statutory tax rate applicable to profits (losses) of the
consolidated companies as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Income (loss) before tax from continuing operations
|
|
|
42,771
|
|
|
|
(62,029
|
)
|
Income (loss) before tax from discontinued operations
|
|
|
(2,919
|
)
|
|
|
415
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before tax
|
|
|
39,852
|
|
|
|
(61,614
|
)
|
|
|
|
|
|
|
|
|
|
Income tax expense/(benefit) at the Belgian statutory rate of
33.99%
|
|
|
13,546
|
|
|
|
(20,943
|
)
|
Expenses not deductible for tax purposes
|
|
|
17,907
|
|
|
|
20,738
|
|
Recognition of previously unrecognized acquired tax losses
through goodwill at the historic Belgian statutory rate of 40.17%
|
|
|
34,292
|
|
|
|
14,917
|
|
Utilization of previously unrecognized tax losses
|
|
|
(34,950
|
)
|
|
|
(14,929
|
)
|
Tax losses for which no deferred income tax asset was recognised
|
|
|
3,604
|
|
|
|
15,270
|
|
|
|
|
|
|
|
|
|
|
Tax expense for the year
|
|
|
34,399
|
|
|
|
15,053
|
|
|
|
|
|
|
|
|
|
|
|
|
21.
|
EARNINGS
(LOSS) PER SHARE
|
Basic
The earnings and weighted average number of shares used in
calculating basic earnings (loss) per share are:
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Net Income (loss)
|
|
|
|
|
|
|
|
|
Net Income (loss) from continuing operations used in the
calculation of basic earnings per share from continuing
operations
|
|
|
8,488
|
|
|
|
(76,967
|
)
|
Net Income (loss) from discontinued operations used in the
calculation of basic earnings per share from discontinued
operations
|
|
|
(3,035
|
)
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss) attributable to the equity holders of the
Company
|
|
|
5,453
|
|
|
|
(76,667
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares
|
|
|
100,365,003
|
|
|
|
89,503,387
|
|
Weighted average number of Class A Profit Certificates
|
|
|
120,536
|
|
|
|
|
|
Weighted average number of Class B Profit Certificates
|
|
|
140,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in the calculation of
basic earnings (loss) per share (all measures)
|
|
|
100,625,546
|
|
|
|
89,503,387
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share in
|
|
|
|
|
|
|
|
|
From continuing operations
|
|
|
0.08
|
|
|
|
(0.86
|
)
|
From discontinued operations
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total basic and diluted earnings (loss) per share
|
|
|
0.05
|
|
|
|
(0.86
|
)
|
|
|
|
|
|
|
|
|
|
IV-83
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Diluted
Diluted earnings (loss) per share is calculated adjusting the
weighted average number of shares in issue to assume conversion
of all dilutive potential ordinary shares. During the year ended
December 31, 2005, the Company had six categories of
dilutive potential ordinary shares: Class A and
Class B Options, stock options under the 1999 and 1998
Plans, the Bank Warrants and the Subordinated Debt Warrants. Of
these, only the Class A and Class B Options and the
Subordinated Debt Warrants are still outstanding during the year
ended December 31, 2006 as the other instruments were
exercised during September 2005. The effects of the dilutive
potential ordinary shares were not included in the computation
of diluted loss per share for the year ended December 31,
2005 because they are anti-dilutive. The earnings used in the
calculation of all diluted earnings per share measures are the
same as those for the equivalent basic earnings per share
measures, as outlined above.
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Weighted average number of shares
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in the calculation of
basic earnings (loss) per share
|
|
|
100,625,546
|
|
|
|
89,503,387
|
|
Adjustment for:
|
|
|
|
|
|
|
|
|
Class A Options
|
|
|
825,132
|
|
|
|
|
|
Class B Options
|
|
|
400,537
|
|
|
|
|
|
Subordinated Debt Warrants
|
|
|
2,602,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in the calculation of
diluted earnings (loss) per share (all measures)
|
|
|
104,453,725
|
|
|
|
89,503,387
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share in
|
|
|
|
|
|
|
|
|
From continuing operations
|
|
|
0.08
|
|
|
|
(0.86
|
)
|
From discontinued operations
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total basic and diluted earnings (loss) per share
|
|
|
0.05
|
|
|
|
(0.86
|
)
|
|
|
|
|
|
|
|
|
|
|
|
22.
|
ACQUISITIONS
AND DISPOSALS OF SUBSIDIARIES
|
Acquisition
of Hypertrust
On February 2, 2006, the Company announced the acquisition
of the assets and rights of Hypertrust, a Belgian provider of
on-line digital photography services, for 550.
Hypertrusts technology, which was previously marketed
under the Pixagogo and Photoblog brand names, allows Telenet
broadband internet and iDTV customers to easily store, manage
and share digital photographs. The Company has allocated
70 of the total consideration paid to property and
equipment and the remaining 480 to goodwill.
Acquisition
of UPC Belgium
The Company completed the acquisition of 100% of UPC Belgium
from LGI on December 31, 2006 for 183,077, net of
cash acquired of 22,343. The acquisition was paid for in
cash. UPC Belgium is a leading provider
IV-84
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of television and broadband internet in the Brussels and Leuven
regions. The acquisition provides the opportunity to expand the
Companys footprint and offer its interactive digital
television and telephony products to UPC Belgiums
customers. On a provisional basis, the Company has allocated the
consideration paid over the net assets as follows:
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
Current assets, net of cash acquired
|
|
|
1,262
|
|
Fixed assets
|
|
|
16,352
|
|
Intangible assets
|
|
|
17,062
|
|
Non-current assets
|
|
|
65
|
|
Liabilities assumed
|
|
|
(26,159
|
)
|
Goodwill
|
|
|
174,495
|
|
|
|
|
|
|
Total cash consideration paid
|
|
|
183,077
|
|
|
|
|
|
|
Disposal
of Phone Plus
On November 28, 2006, Telenet signed an agreement for the
sale of 100% of its equity ownership in its wholly-owned Phone
Plus subsidiary to Toledo Telecom. Under the terms of the
transaction, Telenet will receive total cash consideration of
2,350 less 1,056 cash and cash equivalents that was
held by Phone Plus when sold. Of the cash consideration,
1,175 will be paid to the company in 2007. Telenet made
the decision to sell Phone Plus as part of an optimisation of
its products and services. In that review, Phone Plus was
considered to be a non-core business. Toledo Communications and
Telenet Solutions are working towards further broadening and
deepening of their business cooperation for voice and data
products. Goodwill held by the group was derecognized on
disposal of Phone Plus for 4,482.
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
7,509
|
|
|
|
9,364
|
|
Expenses
|
|
|
(7,648
|
)
|
|
|
(8,949
|
)
|
|
|
|
|
|
|
|
|
|
Profit (loss) before tax
|
|
|
(139
|
)
|
|
|
415
|
|
Attributable income tax expense
|
|
|
(116
|
)
|
|
|
(115
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(255
|
)
|
|
|
300
|
|
Loss on disposal of business
|
|
|
(2,780
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) from discontinued operations
|
|
|
(3,035
|
)
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
Net cash flows from operating activities
|
|
|
153
|
|
|
|
37
|
|
Net cash flows used in investing activities
|
|
|
(39
|
)
|
|
|
(35
|
)
|
Net cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows
|
|
|
114
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
IV-85
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Book value of net assets sold
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
125
|
|
|
|
|
|
Current assets
|
|
|
2,864
|
|
|
|
|
|
Non-current liabilities
|
|
|
(11
|
)
|
|
|
|
|
Current liabilities
|
|
|
(2,157
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets disposed of
|
|
|
821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.
|
NON CASH
INVESTING AND FINANCING TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Acquisition of network user rights in exchange for debt
|
|
|
2,182
|
|
|
|
1,311
|
|
Extinguishment of Senior Credit Facility via the New Senior
Credit Facility
|
|
|
600,000
|
|
|
|
|
|
Acquisition of property and equipment in exchange for short-term
borrowings
|
|
|
9,670
|
|
|
|
|
|
Disposal of business in exchange for note receivable
|
|
|
1,175
|
|
|
|
|
|
|
|
24.
|
COMMITMENTS
AND CONTINGENCIES
|
Interconnection
Litigation
The Company has been involved in legal proceedings with Belgacom
related to the increased interconnection fees that have been
charged since August 2002 to telephone operators to terminate
calls made to end users on the Companys network.
The Company obtained approval from the Belgian Institute for
Postal Services and Telecommunications (BIPT) to increase its
interconnection rates for inbound domestic calls in August 2002.
Belgacom increased the tariffs charged to its telephony
customers calling Telenet numbers to reflect the Companys
increased termination rates.
Belgacom challenged the Companys increased interconnection
termination rates before the Commercial Court of Mechelen
(Rechtbank van Koophandel) alleging abusive pricing. Belgacom
has further challenged the BIPTs approval of the
Companys increased domestic interconnection termination
rates before the Council of State (Raad van State), the highest
administrative court in Belgium. The Council of State may affirm
the BIPTs decision or return the case to the BIPT for
reconsideration. The Council of State rejected an emergency
request from Belgacom to suspend the implementation of the
increased interconnection termination rate.
On January 20, 2004, the President of the Commercial Court
in Mechelen rendered a judgement in the case where Belgacom
contested the validity of the Companys interconnection
tariffs which was heard on September 23, 2003. The
judgement stated that there is no indication that the
Companys interconnection tariffs constitute a breach of
the unfair trade practices law, competition law or pricing
regulations as invoked by Belgacom. As a result, the judge
determined that Belgacoms potential claim is limited to a
contractual matter upon which the judge who heard the case was
not competent to rule, considering the nature of the procedure
initiated by Belgacom. The judge therefore dismissed the claim.
The Company is currently not required to change the
interconnection rates it currently charges to Belgacom and which
were approved in 2002 by the BIPT.
Belgacom appealed this judgement in April 2004. On
March 17, 2005, the Court of Appeals of Antwerp dismissed
Belgacoms claims. In February 2006, Belgacom brought the
case before the Belgian Supreme Court
IV-86
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Hof van Cassatie / Cour de Cassation), which
will have the authority to review only whether there has been a
mistake of law or breach of certain formal procedural
requirements in the case. We expect a final decision may take up
to three years to be reached, since the Supreme Court can refer
the case back to the Court of Appeal.
In August 2006, the BIPT issued a new decision on the fixed
termination market, imposing a linear glide path over three year
towards near reciprocity, starting in January 2007. Belgacom
challenged the BIPT August decision before the Court of Appeal,
imposing a three year gliding path for Telenet. We also
challenged BIPTs decision as the gilding path prevents
Telenet of recuperating all of its costs.
Operating
Leases
The Company leases facilities, vehicles and equipment under
cancelable and non-cancelable operating leases. The following
schedule details, at December 31, 2006 and 2005, the future
minimum lease payments under cancelable and non-cancellable
operating leases:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Within one year
|
|
|
12,238
|
|
|
|
7,762
|
|
In the second to fifth years, inclusive
|
|
|
22,181
|
|
|
|
10,849
|
|
Thereafter
|
|
|
3,881
|
|
|
|
1,146
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
|
38,300
|
|
|
|
19,758
|
|
|
|
|
|
|
|
|
|
|
Minimum lease payments recognized as an expense in the year
|
|
|
20,976
|
|
|
|
19,325
|
|
|
|
|
|
|
|
|
|
|
The related parties of the Company mainly comprise its
shareholders that have the ability to exercise significant
influence. This consisted of the Liberty Global Consortium for
both 2006 and 2005, and the MICs, Electrabel and Suez as a
result of their direct and indirect ownership of the Company
until the change in ownership at the time of the IPO in October
2005. As a result of the sale of their investment in the Company
in December 2004 and the termination of the Strategic Services
Agreement on May 11, 2005, Cable Partners Europe L.L.C.
(CPE) (formerly known as Callahan Associates
International L.L.C.) and Callahan InvestCo Belgium 1
S.à.R.L. (CIB) are no longer related parties.
Transactions with other related parties primarily relate to
leasing and derivative contracts held with a financial
institution.
The following tables summarize material related party balances
and transactions for the period:
Balance
Sheet
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Purchases of property and equipment Other related
parties
|
|
|
|
|
|
|
6
|
|
Other receivables Other related parties
|
|
|
|
|
|
|
1,486
|
|
Accounts receivable Liberty Global Consortium
|
|
|
15
|
|
|
|
|
|
Accounts payable Liberty Global Consortium
|
|
|
10
|
|
|
|
23
|
|
Accrued expenses Other related parties
|
|
|
|
|
|
|
974
|
|
Current portion of long-term debt Other related
parties
|
|
|
|
|
|
|
808
|
|
Long-term debt Other related parties
|
|
|
|
|
|
|
19,110
|
|
Derivative financial instruments Other related
parties
|
|
|
|
|
|
|
6,255
|
|
IV-87
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Income
Statement
|
|
|
|
|
|
|
|
|
|
|
For The Years Ended December 31
|
|
|
|
2006
|
|
|
2005
|
|
|
Operating
|
|
|
|
|
|
|
|
|
Leases and other operating expenses Electrabel and
Suez
|
|
|
|
|
|
|
(4,691
|
)
|
Leases and other operating expenses Liberty Global
Consortium
|
|
|
(319
|
)
|
|
|
(1,961
|
)
|
Other operating income Liberty Global Consortium
|
|
|
16
|
|
|
|
|
|
Other operating income Electrabel and Suez
|
|
|
|
|
|
|
1,063
|
|
Interconnect net result Other related parties
|
|
|
|
|
|
|
(10,284
|
)
|
Other operating expenses Other related parties
|
|
|
|
|
|
|
(3,501
|
)
|
Finance costs
|
|
|
|
|
|
|
|
|
Finance income (loss) Other related parties
|
|
|
|
|
|
|
3,387
|
|
Key
management compensation
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Salaries and other short-term employee benefits
|
|
|
3,554
|
|
|
|
3,570
|
|
Post-employment benefits
|
|
|
174
|
|
|
|
150
|
|
Share-based payments
|
|
|
346
|
|
|
|
1,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,074
|
|
|
|
5,340
|
|
|
|
|
|
|
|
|
|
|
On August 24, 2005, the Companys Chief Executive
Officer also exercised the Bank Warrants as described in
Note 10.
Details of the Company and its subsidiaries as of
December 31, 2006 are as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
National Number
|
|
|
Address
|
|
% Held
|
|
|
Consolidation Method
|
|
Telenet Group Holding NV
|
|
|
477.702.333
|
|
|
Liersesteenweg 4, 2800, Belgium
|
|
|
|
|
|
Parent company
|
Telenet Communciations NV
|
|
|
473.416.814
|
|
|
Liersesteenweg 4, 2800, Belgium
|
|
|
100
|
%
|
|
Fully consolidated
|
Telenet Bidco NV
|
|
|
473.416.418
|
|
|
Liersesteenweg 4, 2800, Belgium
|
|
|
100
|
%
|
|
Fully consolidated
|
Telenet NV
|
|
|
439.840.857
|
|
|
Liersesteenweg 4, 2800, Belgium
|
|
|
100
|
%
|
|
Fully consolidated
|
Telenet Vlaanderen NV
|
|
|
458.840.088
|
|
|
Liersesteenweg 4, 2800, Belgium
|
|
|
100
|
%
|
|
Fully consolidated
|
UPC Belgium
|
|
|
455.620.381
|
|
|
Chazallaan 140, 1030, Belgium
|
|
|
100
|
%
|
|
Fully consolidated
|
Merrion Communications
|
|
|
6378934T
|
|
|
62, Merrion Square, Dublin 2, Ireland
|
|
|
100
|
%
|
|
Fully consolidated
|
Telenet Solutions Luxembourg SA
|
|
|
1.999.223.4426
|
|
|
Rue de Neudorf 595, 2220 Luxembourg, Luxembourg
|
|
|
100
|
%
|
|
Fully consolidated
|
IV-88
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In order to simplify the internal corporate structure of the
Company and to align the corporate structure with the operating
functioning of the Company, the Company completed the mergers of
MixtICS and PayTVCo with Telenet NV during July 2005 with effect
from January 1, 2005 and the merger of Telenet Solutions NV
with Telenet NV on December 31, 2005 with effect from
January 1, 2006. On January 31, 2006, Telenet Holding
NV was liquidated since it no longer fulfilled any function in
the group structure.
Cooperation
with Interkabel
On January 24, 2007, Telenet received a letter from the
Pure Intermunicipality companies (acting together under the
Interkabel umbrella) inviting Telenet to submit a proposal to
offer
video-on-demand
services to Interkabels customers. Telenet and Interkabel
have engaged in another round of discussions on an agreement for
iDTV. Telenet holds a number of rights for point-to-point
services on the Interkabel networks which include Video on
Demand.
Proposals for a broader framework of cooperation have also been
exchanged recently. The outcome of these contacts cannot be
predicted at this point. Telenet remains committed to work
towards a constructive solution that is consistent with its
rights which have been agreed at its foundation and which it
will defend firmly.
European
Commission Approval of LGIs Controlling Ownership in
Telenet
On February 26, 2007, LGI announced that the European
Commission has approved their increased and controlling
ownership position in the Company. With this regulated approval,
the Company will be consolidated by LGI for financial reporting
purposes beginning January 1, 2007. LGI also stated that it
intends to nominate a majority of the Companys Board of
Directors.
|
|
28.
|
RECONCILIATION
OF IFRSs AS ADOPTED BY THE EU TO U.S. GAAP
|
The consolidated financial statements have been prepared in
accordance with IFRSs as adopted by the EU, as described in
Note 2 to the consolidated financial statements. Those
principles differ in certain significant respects from
U.S. general accepted accounting principles
(U.S. GAAP). These differences relate to the
items that are described below and are summarized in the
following tables. Such differences affect both the determination
of net income and shareholders equity, as well as the
classification and format of the consolidated financial
statements
Items Affecting
Net Income and Shareholders Equity
A.
Deferred Taxes
Tax losses carried forward by subsidiaries acquired in previous
business combinations have historically been presented net of a
full valuation allowance. The Company started using these tax
losses carried forward in 2004. Under IFRSs as adopted by the
EU, the Company is required to reduce goodwill using the tax
rate in effect at the time of the acquisition, or 40.17%, while
using the current tax rate of 33.99% to establish the deferred
tax asset. The difference between these two rates is recorded as
an expense. Under U.S. GAAP, both the deferred tax asset
and the reduction of +goodwill are determined using the current
tax rate of 33.99%, resulting in lower deferred tax expense as
these tax loss carryforwards are recognized. This results in an
increase in goodwill of 8,254 and 2,978 and a
decrease in deferred tax expense of 5,276 and 2,294
as of and for the years ended December 31, 2006 and 2005,
respectively.
IV-89
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
B.
Share-based Payment
Under IFRSs as adopted by the EU, warrants granted after
November 7, 2002 that had not vested before January 1,
2005 are recorded at the fair value of each option granted as
estimated on the date of grant using the Black-Scholes
option-pricing model. Warrants granted on or before
November 7, 2002 were not modified subsequent to this date
and, as a result, no compensation expense was recognized.
Through December 31, 2005 under U.S. GAAP, the Company
used the intrinsic value method to account for stock option
plans, including those plans that were not expensed under IFRSs
as adopted by the EU as discussed above. The Company adopted
Statement of Financial Accounting Standards (SFAS)
No. 123(R), Share-Based Payment on January 1,
2006 using the modified prospective method. Under the intrinsic
method, the excess of the measurement date fair value of the
Companys ordinary shares over the exercise price of the
stock options is recognized as compensation expense over the
vesting period of the options. Under SFAS 123(R), the
compensation cost is based on the grant-date fair value for the
portion of the awards outstanding at the transition date where
the requisite service has not been rendered. After the adoption
of SFAS 123(R) on January 1, 2006, there is not a
difference in compensation expense recognized under IFRSs as
adopted by the EU or U.S. GAAP. The 2005 adjustments did
not have tax consequences.
C.
Copyright Fees
Under IFRSs as adopted by the EU, the Company records
settlements with certain broadcasters and copyright collection
agencies at the present value of the expenditures expected to be
required to settle the obligation. Under U.S. GAAP, the
Company retained an accrual in other liabilities for the gross
amounts that the Company expects to pay. The interest expense
recognized under IFRSs as adopted by the EU is reversed in
U.S. GAAP resulting in an decrease in interest expense of
392 and 183 during the years ended December 31,
2006 and 2005, respectively. These adjustments did not have tax
consequences.
D.
Pension Liability
Under IFRSs as adopted by the EU, the cost of providing defined
benefit retirement benefit schemes is determined using the
Projected Unit Credit Method. The corridor approach is applied
to actuarial gains and losses. Accordingly, all gains and losses
exceeding 10% of the greater of the present value of the defined
benefit obligation and the fair value of any plan assets are
recognized over the expected average remaining working life of
the employees participating in the plan. Past service cost is
recognised immediately to the extent that the benefits are
already vested, and otherwise is amortised on a straight-line
basis over the average period until the benefits become vested.
The retirement benefit obligation recognized in the balance
sheet represents the present value of the defined benefit
obligation as adjusted for unrecognized past service cost, and
as reduced by the fair value of plan assets.
As of December 31, 2006 for U.S. GAAP, the Company
adopted SFAS No. 158, Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans
(SFAS No. 158). SFAS No. 158
requires the recognition of the funded status of pension and
other postretirement benefit plans on the balance sheet. The
overfunded or underfunded status is recognized as an asset or
liability on the balance sheet with changes occurring during the
current year reflected through the comprehensive income portion
of equity. Further, SFAS No. 158 requires the
unrecognized transition asset or obligation, gains or losses,
and prior service costs to be recognized as a component of other
comprehensive income, net of tax. The adoption of
SFAS No. 158, resulted in an increase in the pension
liability of 3,536 that has been recorded as a direct
adjustment to accumulated other comprehensive income under
U.S. GAAP.
IV-90
TELENET
GROUP HOLDING NV
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Reconciliation
to U.S. GAAP
Reconciliation to U.S. GAAP of net income (loss) and
shareholders equity are presented as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31
|
|
|
|
Note
|
|
|
2006
|
|
|
2005
|
|
|
Net income (loss) in accordance with IFRSs as adopted by the EU
|
|
|
|
|
|
|
5,453
|
|
|
|
(76,667
|
)
|
Items having the effect of (increasing) decreasing reported net
income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred taxes
|
|
|
A
|
|
|
|
5,276
|
|
|
|
2,294
|
|
Stock based compensation
|
|
|
B
|
|
|
|
|
|
|
|
1,365
|
|
Copyright fees
|
|
|
C
|
|
|
|
392
|
|
|
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of U.S. GAAP adjustments
|
|
|
|
|
|
|
5,668
|
|
|
|
3,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) in accordance with U.S. GAAP
|
|
|
|
|
|
|
11,121
|
|
|
|
(72,825
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
Note
|
|
|
2006
|
|
|
2005
|
|
|
Shareholders equity in accordance with IFRSs as adopted by
the EU
|
|
|
|
|
|
|
721,657
|
|
|
|
709,098
|
|
Items having the effect of increasing (decreasing) reported
shareholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred taxes
|
|
|
A
|
|
|
|
8,254
|
|
|
|
2,978
|
|
Copyright fees
|
|
|
C
|
|
|
|
(843
|
)
|
|
|
(1,235
|
)
|
Pension liability
|
|
|
D
|
|
|
|
(3,536
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of U.S. GAAP adjustments
|
|
|
|
|
|
|
3,875
|
|
|
|
1,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity in accordance with U.S. GAAP
|
|
|
|
|
|
|
725,532
|
|
|
|
710,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flow Statement
The cash flow statement has been prepared in accordance with
International Accounting Standards No. 7, and accordingly,
the cash flow statement has not been reconciled to
U.S. GAAP.
IV-91
Exhibit
Index
|
|
|
|
|
3 Articles of
Incorporation and Bylaws:
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of the Registrant, dated
June 15, 2005 (incorporated by reference to
Exhibit 3.1 to the Registrants Current Report on
Form 8-K
filed June 16, 2005 (File
No. 000-51360)
(the Merger
8-K)).
|
|
3
|
.2
|
|
Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Merger
8-K).
|
4 Instruments
Defining the Rights of Securities Holders, including Indentures:
|
|
4
|
.1
|
|
Specimen certificate for shares of the Registrants
Series A common stock, par value $.01 per share
(incorporated by reference to Exhibit 4.1 to the Merger
8-K).
|
|
4
|
.2
|
|
Specimen certificate for shares of the Registrants
Series B common stock, par value $.01 per share
(incorporated by reference to Exhibit 4.2 to the Merger
8-K).
|
|
4
|
.3
|
|
Specimen certificate for shares of the Registrants
Series C Common Stock, par value $.01 per share
(incorporated by reference to Exhibit 3 to the
Registrants Registration Statement on
Form 8-A
filed August 24, 2005 (File
No. 000-51360)).
|
|
4
|
.4
|
|
Additional Facility Accession Agreement, dated March 9,
2005, among UPC Broadband Holding BV (UPC Broadband Holding), as
Borrower, TD Bank Europe Limited, as Facility Agent and Security
Agent, and the banks and financial institutions listed therein
as Additional Facility I Lenders, under the senior secured
credit agreement originally dated January 16, 2004, as
amended and restated from time to time among the Borrower, the
guarantors as defined therein, the Facility Agent and the
Security Agent and the bank and financial institutions acceding
thereto from time to time (the Facility Agreement) (incorporated
by reference to Exhibit 10.41 to the UnitedGlobalCom, Inc.
(UGC) Annual Report on
Form 10-K
filed March 14, 2005 (File No. 000-49658) (UGC 2004
10-K)).
|
|
4
|
.5
|
|
Deed of Amendment and Restatement, dated May 10, 2006,
among UPC Broadband Holding and UPC Financing Partnership (UPC
Financing), as Borrowers, the guarantors listed therein, and the
Senior Hedging Banks listed therein, with Toronto Dominion
(Texas) LLC, as Facility Agent, and TD Bank Europe Limited, as
Existing Security Agent, amending and restating the Facility
Agreement (incorporated by reference to Exhibit 4.1 to the
Registrants Quarterly Report on
Form 10-Q
filed May 10, 2006) (File No. 000-51360)).
|
|
4
|
.6
|
|
Additional Facility Accession Agreement, dated July 3,
2006, among UPC Broadband Holding, as Borrower, Toronto Dominion
(Texas) LLC, as Facility Agent, TD Bank Europe Limited, as
Security Agent, and the Additional Facility L Lenders listed
therein, under the Facility Agreement (incorporated by reference
to Exhibit 4.1 to the Registrants Current Report on
Form 8-K
filed July 7, 2006 (File
No. 000-51360)).
|
|
4
|
.7
|
|
Amendment Letter, dated December 11, 2006, among UPC
Broadband Holding and UPC Financing, as Borrowers, the
guarantors listed therein and Toronto Dominion (Texas) LLC, as
Facility Agent, to the Facility Agreement (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K
filed December 12, 2006 (File
No. 000-5160)).
|
|
4
|
.8
|
|
Additional Facility M Accession Agreement, dated April 12,
2007, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC, as Facility Agent, TD Bank Europe
Limited, as Security Agent, and the Additional Facility M
Lenders listed therein under the Facility Agreement
(incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed April 17, 2007 (File
No. 000-51360)
(the Facility M
8-K)).
|
|
|
|
|
|
|
4
|
.9
|
|
Additional Facility M Accession Agreement, dated April 13,
2007, among UPC Broadband Holding, UPC Financing (as Borrowers),
Toronto Dominion (Texas) LLC, as Facility Agent, TD Bank Europe
Limited, as Security Agent, and the Additional Facility M
Lenders listed therein, under the Facility Agreement
(incorporated by reference to Exhibit 4.2 to the Facility M
8-K).
|
|
4
|
.10
|
|
Amendment Letter, dated April 16, 2007, among UPC Broadband
Holding and UPC Financing, as Borrowers, the guarantors listed
therein, and Toronto Dominion (Texas) LLC, as Facility Agent, to
the Facility Agreement (incorporated by reference to
Exhibit 4.3 to the Facility M
8-K).
|
|
4
|
.11
|
|
Additional Facility M Accession Agreement, dated May 4,
2007, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC, as Facility Agent, TD Bank Europe
Limited, as Security Agent, and the Additional Facility M
Lenders listed therein, under the Facility Agreement
(incorporated by reference to Exhibit 4.4 to the
Registrants Quarterly Report on
Form 10-Q
filed May 10, 2007 (File No. 000-51360) (the May 10, 2007
10-Q)).
|
|
4
|
.12
|
|
Additional Facility N Accession Agreement, dated May 11,
2007 among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC as Facility Agent and TD Bank
Europe as Security Agent, and the Additional Facility N Lenders
listed therein under the Facility Agreement (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K/A
filed May 15, 2007 (File
No. 000-51360)).
|
|
4
|
.13
|
|
Additional Facility M Accession Agreement, dated May 18,
2007, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC as Facility Agent and TD Bank
Europe Limited as Security Agent, and the Additional Facility M
Lenders listed therein, under the Facility Agreement
(incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed May 22, 2007 (File
No. 000-51360)
(the Facilities M&N
8-K)).
|
|
4
|
.14
|
|
Additional Facility N Accession Agreement, dated May 18,
2007, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC as Facility Agent and TD Bank
Europe Limited as Security Agent, and the Additional Facility N
Lenders listed therein under the Facility Agreement
(incorporated by reference to Exhibit 4.2 to the Facilities
M&N
8-K).
|
|
4
|
.15
|
|
Additional Facility O Accession Agreement dated August 12,
2008, among UPC Broadband Holding as Borrower, Toronto Dominion
(Texas) LLC as Facility Agent and TD Bank Europe Limited as
Security Agent, and the banks and financial institutions listed
therein as Additional Facility O Lenders under the Facility
Agreement (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed September 12, 2008 (File
No. 000-51360)).
|
|
4
|
.16
|
|
Additional Facility Accession Agreement dated September 9,
2008, among UPC Broadband Holding, UPC Financing (as Borrower),
Toronto Dominion (Texas) LLC as Facility Agent and TD Bank
Europe Limited as Security Agent, and the banks and financial
institutions listed therein as Additional Facility P Lenders
under the Facility Agreement (incorporated by reference to
Exhibit 4.1 to the Registrants Current Report on
Form 8-K
filed August 21, 2008 (File
No. 000-51360)).
|
|
4
|
.17
|
|
2,300,000,000 Credit Agreement, originally dated
August 1, 2007, and as amended and restated by a
supplemental agreements dated August 22, 2007,
September 11, 2007, and October 8, 2007, among Telenet
Bidco NV as Borrower, the parties listed therein as Original
Guarantors, ABN AMRO Bank N.V., BNP Paribas S.A. and
J.P. Morgan PLC as Mandated Lead Arrangers, BNP Paribas
S.A. as Facility Agent, KBC Bank NV as Security Agent and the
financial institutions listed therein as Initial Original
Lenders (the Telenet Credit Facility) (incorporated by reference
to Exhibit 4.1 to the Registrants Current Report on
Form 8-K
filed October 10, 2007 (File
No. 000-51360)).
|
|
|
|
|
|
|
4
|
.18
|
|
Amendment Letter dated November 19, 2007, among Telenet
Bidco NV, Telenet NV, UPC Belgium NV and BNP Paribas S.A., to
the Telenet Credit Facility (incorporated by reference to
Exhibit 4.1 to the Registrants Current Report on
Form 8-K
filed November 21, 2007 (File
No. 000-51360)).
|
|
4
|
.19
|
|
Letter dated May 7, 2008 from Telenet Bidco NV to BNP
Paribas S.A. as Facility Agent which amends the Telenet Credit
Facility (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K/A
filed May 28, 2008 (File
No. 000-51360)).
|
|
4
|
.20
|
|
Letter dated May 7, 2008 from BNP Paribas S.A. as Facility
Agent to Telenet Bidco NV, which amends the Telenet Credit
Facility (incorporated by reference to Exhibit 4.2 to the
Registrants
Form 8-K/A
filed May 28, 2008 (File
No. 000-51360)).
|
|
4
|
.21
|
|
The Registrant undertakes to furnish to the Securities and
Exchange Commission, upon request, a copy of all instruments
with respect to long-term debt not filed herewith.
|
10 Material
Contracts:
|
|
10
|
.1
|
|
Liberty Global, Inc. 2005 Incentive Plan (As Amended and
Restated Effective October 31, 2006) (the Incentive Plan)
(incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on
Form 8-K
filed November 6, 2006 (File
No. 000-51360)
(the November 2006
8-K)).
|
|
10
|
.2
|
|
Form of the Non-Qualified Stock Option Agreement under the
Incentive Plan (incorporated by reference to Exhibit 10.2
to the Registrants Quarterly Report on
Form 10-Q
filed May 7, 2008 (File
No. 000-51360)
(the May 7, 2008
10-Q)).
|
|
10
|
.3
|
|
Form of Stock Appreciation Rights Agreement under the Incentive
Plan (incorporated by reference to Exhibit 10.3 to the
May 7, 2008
10-Q).
|
|
10
|
.4
|
|
Form of Restricted Shares Agreement under the Incentive Plan
(incorporated by reference to Exhibit 99.3 to the
Registrants Current Report on
Form 8-K
filed August 19, 2005 (File
No. 000-51360).
|
|
10
|
.5
|
|
Form of Restricted Share Units Agreement under the Incentive
Plan (incorporated by reference to Exhibit 10.1 to the
May 7, 2008
10-Q).
|
|
10
|
.6
|
|
Non-Qualified Stock Option Agreement, dated as of June 7,
2004, between John C. Malone and the Registrant (as assignee of
LGI international, Inc., fka Liberty Media International, Inc.,
the predecessor issuer to the Registrant (LGI International))
under the Incentive Plan (the Malone Award Agreement)
(incorporated by reference to Exhibit 7(A) to
Mr. Malones Schedule 13D/A (Amendment
No. 1) with respect to LGI Internationals common
stock filed July 14, 2004 (File
No. 005-79904)).
|
|
10
|
.7
|
|
Form of Amendment to the Malone Award Agreement (incorporated by
reference to Exhibit 99.3 to the Registrants Current
Report on
Form 8-K
filed December 27, 2005 (File
No. 000-51360)
(the 409A
8-K)).
|
|
10
|
.8
|
|
Notice to Holders of Liberty Global, Inc. Stock Options Awarded
by Liberty Media International, Inc. of Additional Method of
Payment of Option Price dated March 6, 2008 (incorporated
by reference to Exhibit 10.4 to the May 7, 2008
10-Q).
|
|
10
|
.9
|
|
Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan
(as Amended and Restated Effective November 1, 2006) (the
Director Plan) (incorporated by reference to Exhibit 99.2
to the November 2006
8-K).
|
|
10
|
.10
|
|
Form of Restricted Shares Agreement under the Director Plan
(incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on
Form 8-K/A
(Amendment No. 1) filed August 11, 2006 (File
No. 000-51360
)).
|
|
10
|
.11
|
|
Form of Non-Qualified Stock Option Agreement under the Director
Plan (incorporated by reference to Exhibit 10.2 to the
Registrants Quarterly Report on
Form 10-Q
filed August 5, 2008 (File
No. 000-51360)
(the August 5, 2008
10-Q)).
|
|
|
|
|
|
|
10
|
.12
|
|
Form of Restricted Share Units Agreement under the Director Plan
(incorporated by reference to Exhibit 10.1 to the
August 5, 2008
10-Q).
|
|
10
|
.13
|
|
Liberty Global, Inc. Compensation Policy for Nonemployee
Directors (As Amended and Restated Effective June 7, 2006)
(incorporated by reference to Exhibit 10.1 to the
Registrants Current Report on
Form 8-K
filed June 12, 2006 (File
No. 000-51360)
(the June 2006
8-K)).
|
|
10
|
.14
|
|
Liberty Global, Inc. Senior Executive Performance Incentive Plan
(As Amended and Restated Effective May 2, 2007) (the SEP
Incentive Plan) (incorporated by reference to Exhibit 10.2
to the May 10, 2007
10-Q).
|
|
10
|
.15
|
|
Form of Participation Certificate under the SEP Incentive Plan
(incorporated by reference to Exhibit 10.3 to the
May 10, 2007
10-Q).
|
|
10
|
.16
|
|
Form of Verification of Incentive Award Terms under the
Incentive Plan (incorporated by reference to Exhibit 10.4
to the August 5, 2008
10-Q).
|
|
10
|
.17
|
|
Liberty Global, Inc. 2008 Annual Performance Award Plan for executive
officers and key employees under the Incentive Plan (description of
said plan is incorporated by reference to the description thereof
included in Item 5.026) of the Registrants Current Report on
Form 8-K filed February 26, 2008 (File No. 000-51360)).
|
|
10
|
.18
|
|
Liberty Global, Inc. 2007 Annual Bonus Plan for executive
officers and key employees under the Incentive Plan (description
of said plan is incorporated by reference to the description
thereof included in Item 5.02(e) of the Registrants
Current Report on
Form 8-K
filed March 2, 2007 (File
No. 000-51360)).
|
|
10
|
.19
|
|
Deferred Compensation Plan (adopted Effective December 15,
2008).*
|
|
10
|
.20
|
|
Form of Deferral Election Form under the Deferred Compensation
Plan.*
|
|
10
|
.21
|
|
Liberty Media International, Inc. Transitional Stock Adjustment
Plan (the Transitional Plan) (incorporated by reference to
Exhibit 4.5 to LGI Internationals Registration
Statement on
Form S-8
filed June 23, 2004 (File
No. 333-116790)).
|
|
10
|
.22
|
|
Form of Non-Qualified Stock Option Exercise Price Amendment
under the Transitional Plan (incorporated by reference to
Exhibit 99.1 to the 409A
8-K).
|
|
10
|
.23
|
|
Form of Non-Qualified Stock Option Amendment under the
Transitional Plan (incorporated by reference to
Exhibit 99.2 to the 409A
8-K).
|
|
10
|
.24
|
|
UnitedGlobalCom, Inc. Equity Incentive Plan (amended and
restated effective October 17, 2003) (incorporated by
reference to Exhibit 10.17 to the Registrants Annual
Report on
Form 10-K
filed March 1, 2007 (File
No. 000-51360)
(the 2006
10-K)).
|
|
10
|
.25
|
|
UnitedGlobalCom, Inc. 1993 Stock Option Plan (amended and
restated effective January 22, 2004) (incorporated by
reference to Exhibit 10.6 to the UGC Annual Report on
Form 10-K
filed March 15, 2004 (File
No. 000-49658)
(the UGC 2003
10-K)).
|
|
10
|
.26
|
|
Form of Amendment to Stock Appreciation Rights Agreement under
the UnitedGlobalCom, Inc. 2003 Equity Incentive Plan (amended
and restated effective October 17, 2003) (incorporated by
reference to Exhibit 99.1 to the Registrants Current
Report on
Form 8-K
filed December 6, 2005 (File
No. 000-51360)).
|
|
10
|
.27
|
|
Stock Option Plan for Non-Employee Directors of UGC, effective
March 20, 1998, amended and restated as of January 22,
2004 (incorporated by reference to Exhibit 10.8 to the UGC
2003 10-K)
|
|
10
|
.28
|
|
Form of Letter Agreement dated December 22, 2006, between
United Chile LLC and certain employees of the Registrant,
including three executive officers and a director (incorporated
by reference to Exhibit 10.22 to the 2006
10-K).
|
|
10
|
.29
|
|
Notice to Holders of United Chile Synthetic Options, Right to
Amend Grant Agreement dated December 16, 2008 with
Amendment Election Form.*
|
|
10
|
.30
|
|
Form of Indemnification Agreement between the Registrant and its
Directors (incorporated by reference to Exhibit 10.19 to
the Registrants Annual Report on
Form 10-K
filed March 14, 2006 (File
No. 000-51360)
(the 2005
10-K)).
|
|
10
|
.31
|
|
Form of Indemnification Agreement between the Registrant and its
Executive Officers (incorporated by reference to
Exhibit 10.20 of the 2005
10-K).
|
|
|
|
|
|
|
10
|
.32
|
|
Personal Usage of Aircraft Policy (incorporated by reference to
Exhibit 99.1 to the Registrants Current Report on
Form 8-K
filed November 21, 2005 (File
No. 000-51360)).
|
|
10
|
.33
|
|
Form of Termination Agreement relating to Aircraft Time Sharing
Agreement (incorporated by reference to Exhibit 10.3 to the
August 5, 2008
10-Q).
|
|
10
|
.34
|
|
Executive Service Agreement, dated December 15, 2004,
between UPC Services Limited and Charles Bracken (incorporated
by reference to Exhibit 10.15 to the UGC 2004
10-K).
|
|
10
|
.35
|
|
Employment Agreement, effective April 19, 2000, among UGC,
United Pan-Europe Communications NV, now known as Liberty Global
Europe NV (Liberty Global Europe), and Gene Musselman
(incorporated by reference to Exhibit 10.27 to the UGC 2003
10-K).
|
|
10
|
.36
|
|
Addendum to Employment Agreement, dated as of September 3,
2003, among UGC, Liberty Global Europe and Gene Musselman
(incorporated by reference to Exhibit 10.28 to the UGC 2003
10-K).
|
|
10
|
.37
|
|
Contract Extension Letter, dated November 2, 2005, among
UGC, Liberty Global Europe and Gene Musselman (incorporated by
reference to Exhibit 10.26 to the 2005
10-K).
|
|
10
|
.38
|
|
Amendment to Employment Agreement, dated June 5, 2008,
among UPC Broadband Holding Services B.V. (as assignee of
Liberty Global Europe N.V.), Registrant (as assignee of UGC) and
Gene Musselman (incorporated by reference to Exhibit 10.1
to the Registrants Quarterly Report on
Form 10-Q
filed November 5, 2008 (File
No. 000-51360)).
|
|
10
|
.39
|
|
Employment Agreement, effective November 1, 2007, between
Liberty Global Services II, LLC and Shane ONeill
(incorporated by reference to Exhibit 10.2 to the
Registrants Quarterly Report on
Form 10-Q
filed November 8, 2007 (the November 8, 2007
10-Q)).
|
|
10
|
.40
|
|
Executive Service Agreement, effective November 1, 2007,
between Chellomedia Services Ltd. and Shane ONeill
(incorporated by reference to Exhibit 10.3 to the
November 8, 2007
10-Q).
|
|
10
|
.41
|
|
Deed of Indemnity, effective November 1, 2007, between the
Registrant and Shane ONeill (incorporated by reference to
Exhibit 10.4 to the November 8, 2007
10-Q).
|
|
10
|
.42
|
|
Executive Service Agreement, dated November 30, 2006,
between Liberty Global Europe Ltd. and Miranda Curtis
(incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on
Form 8-K
filed December 4, 2006 (File
No. 000-51360)).
|
|
10
|
.43
|
|
Employment Agreement, effective July 2, 2007, between
Liberty Global Services, LLC and Mauricio Ramos (incorporated by
reference to Exhibit 10.8 to the Registrants
Quarterly Report on
Form 10-Q
filed August 9, 2007 (the August 9, 2007
10-Q)).
|
|
10
|
.44
|
|
Employment Contract, effective July 2, 2007, between VTR
Global Com S.A. and Mauricio Ramos (free translation of the
Spanish original) (incorporated by reference to
Exhibit 10.9 to the August 9, 2007
10-Q).
|
|
10
|
.45
|
|
VTR Global Com S.A. 2006 Phantom SAR Plan (the VTR Plan)
(incorporated by reference to Exhibit 10.39 to the
Registrants Annual Report on
Form 10-K
filed February 26, 2008 (the 2008
10-K))
|
|
10
|
.46
|
|
Form of Grant Agreement for U.S. Taxpayers under the VTR Plan
(incorporated by reference to Exhibit 10.40 to the 2008
10-K).
|
|
10
|
.47
|
|
Second Amended and Restated Stockholders Agreement, dated
as of August 14, 2007, among the Registrant, Miranda
Curtis, Graham Hollis, Yasushige Nishimura, Liberty Jupiter,
Inc., and, solely for purposes of Section 7 thereof, LGI
International, Inc. and Liberty Media International Holdings,
LLC, (incorporated by reference to Exhibit 10.1 to
Registrants Quarterly Report
Form 10-Q
filed November 8, 2007 (File
No. 000-51360)).
|
|
|
|
|
|
|
10
|
.48
|
|
Amended and Restated Operating Agreement, dated
November 26, 2004 (the Operating Agreement), among Liberty
Japan, Inc., Liberty Japan II, Inc., Liberty Global Japan LLC,
fka LMI Holdings Japan LLC, Liberty Kanto, Inc., Liberty
Jupiter, Inc. and Sumitomo Corporation, and solely with respect
to certain provisions thereof, the Registrant (as successor to
LGI International) (incorporated by reference to
Exhibit 10.27 of LGI Internationals Annual Report on
Form 10-K
filed March 14, 2005 (File
No. 0000-50671)).
|
|
10
|
.49
|
|
First Amendment dated as of May 22, 2007, to the Operating
Agreement, among Liberty Japan, Inc., Liberty Japan II, Inc.,
Liberty Global Japan LLC, fka LMI Holdings Japan, LLC, Liberty
Kanto, Inc., Liberty Jupiter, Inc. and Sumitomo Corporation,
and, solely with respect to certain provisions thereof, the
Registrant (incorporated by reference to Registrants
Current Report on
Form 8-K
filed June 26, 2007 (File
No. 000-51360)).
|
|
10
|
.50
|
|
Preemptive Rights Agreement dated as of January 4, 2008,
among O3B Networks Limited, LGI Ventures BV, Gregory Wyler and
John Dick (incorporated by reference to Exhibit 10.51 to
the 2008
10-K).
|
|
10
|
.51
|
|
Right of First Offer Agreement dated as of January 4, 2008,
among O3B Networks Limited, LGI Ventures BV, Gregory Wyler and
John Dick (incorporated by reference to Exhibit 10.52 to
the 2008
10-K).
|
|
10
|
.52
|
|
Right of First Offer Agreement dated as of January 4, 2008,
among O3B Networks Limited, LGI Ventures BV, Gregory Wyler and
Paul Gould (incorporated by reference to Exhibit 10.53 to
the 2008
10-K).
|
21 List of
Subsidiaries*
|
23 Consent of
Experts and Counsel:
|
|
23
|
.1
|
|
Consent of KPMG LLP*
|
|
23
|
.2
|
|
Consent of PricewaterhouseCoopers Bedrijfsrevisoren bcvba*
|
|
23
|
.3
|
|
Consent of KPMG AZSA & Co.*
|
|
23
|
.4
|
|
Consent of PricewaterhouseCoopers Bedrijfsrevisoren bcvba*
|
31 Rule
13a-14(a)/15d-14(a) Certification:
|
|
31
|
.1
|
|
Certification of President and Chief Executive Officer*
|
|
31
|
.2
|
|
Certification of Senior Vice President and Co-Chief Financial
Officer (Principal Financial Officer)*
|
|
31
|
.3
|
|
Certification of Senior Vice President and Co-Chief Financial
Officer (Principal Accounting Officer)*
|
32 Section 1350
Certification *
|