Global Crossing 2011 Annual General Meeting June 14, 2011 Filed by Global Crossing Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Global Crossing Limited Commission File No.: 001-16201 |
Lodewijk Christiaan van Wachem Chairman, Global Crossing Limited Welcome 2 |
Business Overview John J. Legere Chief Executive Officer, Global Crossing Limited 3 |
Safe Harbor and Non-GAAP Measures 4 Statements made herein that are not historical financial results are forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934. Our actual results could differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially from those in these forward-looking statements are contained in our reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10- K for the year ended December 31, 2010 and subsequent Quarterly Reports on Form 10-Q. We are not obligated to publicly update or revise these forward-looking statements to reflect future events or developments except as required by law. Information contained herein is in summary format only and is qualified in its entirety by reference to the financial statements and other information contained in our Forms 10-K and 10-Q. We refer you to our financial press releases posted at closest GAAP financial measures for our non-GAAP financials such as OIBDA, Free Cash Flow and all measures referenced herein as “constant currency”. This presentation should be read in conjunction with the accompanying oral presentation, which may be accessed by visiting the company’s aforementioned web site. www.globalcrossing.com which include explanations of and reconciliations with the |
IMPORTANT INFORMATION FOR INVESTORS 5 This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed amalgamation involving Level 3 Communications, Inc. ("Level 3") and Global Crossing Limited ("Global Crossing") announced on April 11, 2011 will be submitted to the stockholders of Level 3 and the stockholders of Global Crossing for their consideration. Level 3 and Global Crossing will file a registration statement on Form S-4, a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction with the SEC. Level 3 and Global Crossing will each provide the final joint proxy statement/prospectus to its respective stockholders. Investors and security holders are urged to read the registration statement and the joint proxy statement/prospectus and any other relevant documents filed with the SEC when they become available, as well as any amendments or supplements to those documents, because they will contain important information about Level 3, Global Crossing and the proposed transaction. Investors and security holders will be able to obtain a free copy of the registration statement and joint proxy statement/prospectus, as well as other filings containing information about Level 3 and Global Crossing free of charge at the SEC's Web Site at http://www.sec.gov. In addition, the joint proxy statement/prospectus, the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus and the other documents filed with the SEC by Level 3 may be obtained free of charge by directing such request to: Investor Relations, Level 3, Inc., 1025 Eldorado Boulevard, Broomfield, Colorado 80021 or from Level 3's Investor Relations page on its corporate website at http://www.Level 3.com and the joint proxy statement/prospectus, the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus and the other documents filed with the SEC by Global Crossing be obtained free of charge by directing such request to: Global Crossing by telephone at (800) 836-0342 or by submitting a request by e-mail to glbc@globalcrossing.com or a written request to the Secretary, Wessex House, 45 Reid Street, Hamilton HM12 Bermuda or from Global Crossing's Investor Relations page on its corporate website at http://www.globalcrossing.com. Level 3, Global Crossing and their respective directors, executive officers, and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in favor of the proposed transactions from the stockholders of Level 3 and from the stockholders of Global Crossing, respectively. Information about the directors and executive officers of Level 3 is set forth in the proxy statement on Schedule 14A for Level 3's 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2011 and information about the directors and executive officers of Global Crossing is set forth in the proxy statement for Global Crossing's 2011 Annual General Meeting of Shareholders, which was filed with the SEC on April 29, 2011. Additional information regarding participants in the proxy solicitation may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. |
2010 Business Highlights - Global Crossing Proprietary - Permission Required for Further Circulation 6 Demonstrated strong strategic, operational and financial progress. Increased Invest and Grow Revenue, OIBDA and OIBDA margin percentage. Enhance Our Financial and Operational Performance Invest in Products and Services Moved up the customer value chain to deliver higher valued solutions to enterprises to capture growth opportunities. Enrich the Customer Experience Intense focus on delivering industry leading customer experience by investing in higher touch customer services and online tools. Enable Our People’s Potential Investments made to enhance the value of our people to enable them to deliver value to our customers. |
Diversified Customer Base Business Strategy, Value Proposition, Customers Our strategy is to deliver higher value solutions (data center, managed, and hosted) that build on our global IP network, serving the Enterprise, Government and Carrier market segments with an unsurpassed customer experience. - Global Crossing Proprietary - Permission Required for Further Circulation 7 • High performing, secure, global IP Network • Innovation in integrated higher value solutions that enhance application performance • Industry leading customer experience through continuous innovations in all customer excellence lifecycle touch-points • Flexibility and ease of doing business Differentiated Value Proposition • High Loyalty and Retention • Balanced by Industry, Channel and Geography |
2010 Financial Highlights - Global Crossing Proprietary - Permission Required for Further Circulation 8 Improving Financial Performance * Compound Annual Growth Rate “Invest & Grow” revenue: 6% OIBDA growth: 17% OIBDA margin growth: 180 Bps 2010 vs. 2009 CAGR* +8% 2007 through 2010 $ in millions CAGR* +48% 2007 through 2010 |
Investment in Valued-Added Products and Services Expanded hosted data center and virtualization services Global managed security services Enhanced global Ethernet Broadcast and video transport solutions Cloud services Unified Communications Low latency services 40GB transport solutions Developed higher value-add, higher margin products and services to capture growth opportunities. - Global Crossing Proprietary - Permission Required for Further Circulation 9 |
Industry Leading Customer Experience Strengthened customer experience as a key point of differentiation. Customer satisfaction scores continue to remain high. Ongoing development of self-service online tool and higher touch customer services. - Global Crossing Proprietary - Permission Required for Further Circulation 10 |
Investment In Our People’s Potential Enhanced value to our people and to our customers Providing the Building Blocks for a Foundation of Growth - Attract Develop, Reward Skill development, training and certification programs On-boarding process for new hires Invested in sales resources and sales tools “Performance Culture” to develop leaders of the business - Global Crossing Proprietary - Permission Required for Further Circulation 11 |
Note: Illustrative view of the combined companies network reach through owned and leased capacity Level 3 Global Crossing Power of Combined Global Crossing/Level 3 Balanced Mix of Customers (1) ($ in Millions) (1) 2010 Core Network Services plus Invest & Grow Revenue Wholesale $2,250 44% Enterprise $2,856 56% Global Crossing and Level 3 announced an all-stock combination on April 11. Increased scale with more than $6 billion of combined 2010 revenue. Cost synergies estimated at annual run rate of $340 million create value. Immediately reduces Level 3’s leverage ratio. Creates expanded addressable market. Complementary network and product capabilities. Beneficial to customers, investors and employees. Emergence of stronger global competitor. - Global Crossing Proprietary - Permission Required for Further Circulation 12 |
On the Move In 2011 Continued growth in demand driven by internet and adoption of converged IP services. Focus on executing 2011 business plan and strategy of moving up value chain. Strategic combination with Level 3 to create significant value for customers and shareholders. - Global Crossing Proprietary - Permission Required for Further Circulation 13 |
- Global Crossing Proprietary - Permission Required for Further Circulation 14 THANK YOU. QUESTIONS? |
Combined Total Revenue is defined as combined total revenue from the Consolidated Statements of Operations as filed in each of Global Crossing Limited’s and Level 3 Communications, Inc.’s respective Annual Report on Form 10-K for the year ended December 31, 2010. OIBDA is defined as operating income (loss) before depreciation and amortization. OIBDA differs from operating income (loss) in that it excludes depreciation and amortization. Free Cash Flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment as disclosed in the statement of cash flows. For a full description of OIBDA and Free Cash Flow please see table 8 and table 10 of our press release issued on 2/22/2011. Schedule to Reconcile to Non-GAAP Financial Metrics Year Ended December 31, 2007 2008 2009 2010 OIBDA 123 $ 273 $ 342 $ 400 $ Depreciation and amortization (264) (326) (340) (337) Operating income (loss) (141) (53) 2 63 Interest income 21 10 7 2 Interest expense (177) (176) (160) (191) Other income (expense), net 15 (26) 11 (51) Net gain on pre-confirmation contingencies 33 10 - - Benefit (provision) for income taxes (63) (49) (1) 5 Preferred stock dividends (4) (4) (4) (4) Loss applicable to common shareholders (316) $ (288) $ (145) $ (176) $ Year Ended December 31, 2007 2008 2009 2010 Free Cash Flow (230) $ 11 $ 82 $ 16 $ Purchases of property and equipment 214 192 174 167 Net cash provided by (used in) operating activities (16) 203 $ 256 $ 183 $ |
Schedule to Reconcile to Non-GAAP Financial Metrics Combined Total Revenue Year ended December 31, 2010 Level 3 ($ in million) Communications Total Revenue $3,651 $2,609 $6,260 Global Crossing Combined |