Notes to Financial Statements | |
| 3 Months Ended
Mar. 31, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
(1) Basis of Presentation |
(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 March31, 2009 in 15 countries, primarily in Europe, Japan and Chile. 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 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 March31, 2009), we provide broadband communications services in Belgium. Through our indirect controlling ownership interest in Jupiter Telecommunications Co., Ltd. (J:COM) (37.8% at March31, 2009), we provide broadband communications services in Japan. Through our indirect majority ownership interest in Austar United Communications Limited (Austar) (55.0% at March31, 2009), 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.
Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or Securities and Exchange Commission (SEC) rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our 2008 Annual Report on Form 10-K.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and li |
(2) Accounting Changes and Recent Accounting Pronouncements |
(2)Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
SFAS 141(R)
In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.141(R), Business Combinations (SFAS 141(R)). SFAS 141(R) replaces SFAS 141, Business Combinations, and, among other items, 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 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 December15, 2008. We prospectively adopted the provisions of SFAS 141(R) effective January1, 2009.
SFAS 157
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 GAAP, and expands disclosures about fair value measurements. SFAS 157 was effective for financial statements issued for fiscal years and interim periods beginning after November15, 2007. However, the effective date of SFAS 157 was deferred to fiscal years beginning after November15, 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 (SFAS142) and SFAS No.144, Accounting for the Impairment or Disposal of Long-Lived Assets. We prospectively adopted SFAS 157 (exclusive of the deferred provisions discussed above) effective January1, 2008. We prospectively adopted the deferred provisions of SFAS 157 effective January1, 2009.
SFAS 160
In December 2007, the FASB issued SFAS 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 req |
(3) Acquisitions |
(3)Acquisitions
Acquisition of Mediatti
Prior to December25, 2008, Mediatti Communications, Inc. (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 December24, 2008, we purchased the remaining 4.8% interest in Liberty Japan MC that we did not already own for 615.8million ($6.8 million at the transaction date). On December25, 2008, J:COM purchased 100% of the outstanding shares of Mediatti for total cash consideration before direct acquisition costs of 28,350.6million ($310.5 million at the transaction date), of which Liberty Japan MC received 12,887.0million ($141.1 million at the transaction date). The Mediatti valuation process remains open and we expect that the most significant adjustments to the preliminary allocation will involve intangible assets, deferred revenue and deferred income taxes. J:COM acquired Mediatti in order to achieve certain financial, operational and strategic benefits through the integration of Mediatti with J:COMs existing operations.
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 June28, 2008 (the 2008 PICs Agreement), Telenet acquired from the PICs, effective October1, 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). The Interkabel valuation process remains open and we expect that the most significant adjustments to the preliminary allocation will involve long-lived assets and deferred income taxes. 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.
Other Acquisition
Spektrum On September1, 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 consideration of $99.3 million, before direct acquisition costs and cash acquired.
Pro Forma Information
The following unaudited pro forma condensed consolidated operating results for the three months ended March31, 2008 give effect to (i)J:COMs acquisition of Mediatti and (ii)the Interkabel Acquisition as if such acquisitions had been completed as of January1, 2008. No effect has been given to the Spektrum acquisition since it would not have had a material impact on our re |
(4) Investments |
(4)Investments
The details of our investments are set forth below:
Accounting Method March31, 2009 December31, 2008
in millions
Fair value (a) $ 737.5 $ 815.1
Equity (b) 180.8 189.7
Cost 22.4 25.0
Total $ 940.7 $ 1,029.8
Current (c) $ 36.4 $ 50.0
Long-term $ 904.3 $ 979.8
(a) At March31, 2009, investments accounted for using the fair value method include our investments in Sumitomo Corporation (Sumitomo), The News Corporation Limited (News Corp.) and Canal+ Cyfrowy Sp zoo (Cyfra+). Sumitomo is the owner of a noncontrolling interest in LGI/Sumisho Super Media, LLC (Super Media), our indirect majority-owned subsidiary and the owner of a controlling interest in J:COM.
(b) At March31, 2009, investments accounted for using the equity method include our investments in Discovery Japan, Inc., JSports Broadcasting Corporation and XYZ Network Pty LTD.
(c) Represents the fair value of our investment in shares of News Corp. ClassA common stock, which we anticipate will be surrendered in connection with the July 2009 settlement of the related prepaid forward sale contract.
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 6. |
(5) Derivative Instruments |
(5)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 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 in our condensed consolidated statements of operations. The following table provides details of the fair values of our derivative instrument assets and liabilities:
March31, 2009 December31, 2008
Current Long-term(a) Total Current Long-term(a) Total
in millions
Assets:
Cross-currency and interest rate derivative contracts (b) $ 108.8 $ 394.4 $ 503.2 $ 182.6 $ 297.9 $ 480.5
Equity-related derivatives (c) 547.9 547.9 631.7 631.7
Foreign currency forward contracts 3.6 3.6 10.8 10.8
Other 1.3 1.1 2.4 0.2 0.9 1.1
Total (d) $ 113.7 $ 943.4 $ 1,057.1 $ 193.6 $ 930.5 $ 1,124.1
Liabilities:
Cross-currency and interest rate derivative contracts (b)(e) $ 447.6 $ 749.6 $ 1,197.2 $ 418.8 $ 904.3 $ 1,323.1
Equity-related derivatives (c) 21.7 21.7 17.2 17.2
Foreign currency forward contracts 3.7 0.6 4.3 3.6 1.5 5.1
Other 2.8 2.1 4.9 2.1 1.2 3.3
Total (d) $ 475.8 $ 752.3 $ 1,228.1 $ 441.7 $ 907.0 $ 1,348.7
(a) Our long-term derivative assets and liabilities are included in other assets and other long-term liabilities, respectively, in our condensed consolidated balance sheets.
(b)
As of March31, 2009, the fair values of our cross-currency and interest rate derivative contracts that represented assets have been reduced by credit risk valuation adjustments aggregating $27.7 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 $87.7 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 |
(6) Fair Value Measurements |
(6) Fair Value Measurements
We use the fair value method to account for (i)certain of our investments, (ii)our derivative instruments and (iii)the 1.75% euro-denominated convertible senior notes issued by UnitedGlobalCom, Inc. (the UGC Convertible Notes) (see note 8). UnitedGlobalCom, Inc. (UGC) is an indirect subsidiary of LGI and the indirect parent of UPC Holding, Telenet, VTR and Austar. The reported fair values of these assets and liabilities as of March31, 2009 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.
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.
A summary of the assets and liabilities that are measured at fair value is as follows:
March31, 2009 FairvaluemeasurementsatMarch31,2009using:
Description Quotedprices in active markets for identical assets (Level 1) Significantother observable inputs (Level 2) Significant unobservable inputs (Level 3)
in millions
Assets:
Derivative instruments (a) $ 1,110.0 $ $ 509.2 $ 600.8
Investments 737.5 423.8 313.7
Total assets $ 1,847.5 $ 423.8 $ 509.2 $ 914.5
Liabilities:
UGC Convertible Notes $ 450.0 $ $ $ 450.0
Derivative instruments 1,228.1 1,206.4 21.7
Total liabilities $ 1,678.1 $ $ 1,206.4 $ 471.7
December31, 2008 FairvaluemeasurementsatDecember31,2008using:
Description Quotedprices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3)
in millions
Assets:
Derivative instruments (a) $ 1,164.4 $ $ 492.5 $ 671.9
Investmen |
(7) Long-lived Assets |
(7)Long-lived Assets
Property and Equipment, Net
The details of our property and equipment and the related accumulated depreciation are set forth below:
March31, 2009 December31, 2008
in millions
Distribution systems $ 16,605.2 $ 17,349.7
Support equipment, buildings and land 2,216.7 2,288.1
18,821.9 19,637.8
Accumulated depreciation (7,640.1 ) (7,602.4 )
Total property and equipment, net $ 11,181.8 $ 12,035.4
Goodwill
Changes in the carrying amount of goodwill for the three months ended March31, 2009 were as follows:
January1, 2009 Acquisition- related adjustments Foreign currency translation adjustments and other March31, 2009
in millions
UPC Broadband Division:
The Netherlands $ 1,279.5 $ $ (73.1 ) $ 1,206.4
Switzerland 2,658.6 (173.8 ) 2,484.8
Austria 841.6 (43.7 ) 797.9
Ireland 249.0 (12.9 ) 236.1
Total Western Europe 5,028.7 (303.5 ) 4,725.2
Hungary 384.2 (69.8 ) 314.4
Other Central and Eastern Europe 889.7 0.2 (75.7 ) 814.2
Total Central and Eastern Europe 1,273.9 0.2 (145.5 ) 1,128.6
Total UPC Broadband Division 6,302.6 0.2 (449.0 ) 5,853.8
Telenet (Belgium) 2,204.8 (114.4 ) 2,090.4
J:COM (Japan) 3,551.2 (3.8 ) (285.8 ) 3,261.6
VTR (Chile) 418.5 38.2 456.7
Corporate and other 667.6 0.3 (19.5 ) 648.4
Total LGI $ 13,144.7 $ (3.3 ) $ (830.5 ) $ 12,310.9
Based on business conditions and market values that existed at March31, 2009, we concluded that no circumstances or events occurred that would require us to test goodwill or other long-lived assets for impairment. However, the market values of the publicly-traded equity of our company and certain of our publicly-traded subsidiaries remain at historically low levels and we continue to experience difficult economic environments and significant competition in most of our markets.If, among other factors, (i)our or our subsidiaries equity values decline further or (ii)the adverse impacts of economic or competitive factors are worse than anticipated, we could conclude in future periods that 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 values, (ii)economic and competitive conditions and (iii)other factors, any such impairment charges could be significant.
Intangible Assets Subject to Amortization, Net
The details of our intangible assets subject to amortization are set forth below:
March31, 2009 December31, 2008
in mill |
(8) Debt and Capital Lease Obligations |
(8)Debt and Capital Lease Obligations
The U.S. dollar equivalents of the components of our consolidated debt and capital lease obligations are as follows:
March31, 2009
Weighted average interest rate (a) Unused borrowing capacity (b) Carrying value
Borrowing currency U.S. $ equivalent March31, 2009 December31, 2008
in millions
Debt:
UPC Broadband Holding Bank Facility 3.08 % 223.0 $ 295.0 $ 8,482.4 $ 8,823.1
UPC Holding 7.75% Senior Notes due 2014 (c) 7.75 % 661.5 697.6
UPC Holding 8.625% Senior Notes due 2014 (c) 8.63 % 396.9 418.6
UPC Holding 8.0% Senior Notes due 2016 8.00 % 396.9 418.6
Telenet Credit Facility 4.21 % 380.0 502.7 2,540.0 2,769.6
J:COM Credit Facility 1.10 % 30,000.0 302.0 158.3 440.2
Other J:COM debt 1.32 % 7,000.0 70.5 1,746.1 1,641.9
UGC Convertible Notes (d) 1.75 % 450.0 577.6
Sumitomo Collar Loan 1.88 % 942.7 1,031.6
Austar Bank Facility 5.28 % 587.9 598.0
LGJ Holdings Credit Facility 3.89 % 754.9 826.1
VTR Bank Facility (e) 3.86 % CLP 136,391.6 233.1 465.5 465.5
Chellomedia Bank Facility 3.92 % 290.1 301.2
Liberty Puerto Rico Bank Facility 2.56 % $ 10.0 10.0 167.2 167.6
Other 7.87 % 139.6 156.3
Total debt 3.52 % $ 1,413.3 18,180.0 19,333.5
Capital lease obligations:
J:COM 637.9 704.2
Telenet 409.1 438.0
Other subsidiaries 29.2 30.3
Total capital lease obligations 1,076.2 1,172.5
Total debt and capital lease obligations 19,256.2 20,506.0
Current maturities (467.6 ) (513.0 )
Long-term debt and capital lease obligations $ 18,788.6 $ 19,993.0
(a) Represents the weighted average interest rate in effect at March31, 2009 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 5.
(b) Unused borrowing capacity represents the maximum availability under the applicable facility at March31, 2009 without regard to covenant compliance calculations. At March31, 2009, the full amount of unused borrowing capacity was available to be borrowed under each of the respective facilities. However, based on the March31, 2009 preliminary covenant compliance calculations, we anticipate that our availability under the UPC |
(9) Equity |
(9)Equity
Stock Repurchases
At December31, 2008, we were authorized to purchase an additional $94.8 million of our LGI Series A and Series C common stock, pursuant to our then existing stock repurchase program. In February 2009, our board of directors authorized a new stock repurchase program under which we were authorized to acquire from time to time up to $250 million of our 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 our stock repurchase programs, which may be suspended or discontinued at any time, will depend on a variety of factors, including market conditions.
During the first three months of 2009, we acquired 7,508,400 shares of our LGI Series C common stock at a weighted average price of $14.62 per share, for an aggregate purchase price of $109.8 million, including direct acquisition costs. At March31, 2009, the remaining amount authorized under our current repurchase program was $235.2 million.
Noncontrolling Interests
During the three months ended March31, 2009, our condensed consolidated financial statements were not materially impacted by changes in the percentage interests that we own in our majority-owned subsidiaries.
For information concerning the redemption features of certain of our noncontrolling interests, see note 13. |
(10) Stock Incentive Awards |
(10)Stock Incentive Awards
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 subsidiaries. The following table summarizes our stock-based compensation expense:
Threemonthsended March31,
2009 2008
in millions
LGI common stock:
LGI performance plans $ 12.2 $ 27.3
Stock options, stock appreciation rights (SARs), restricted shares and restricted share units 8.0 9.7
Total LGI common stock 20.2 37.0
Other 5.3 3.3
Total $ 25.5 $ 40.3
Included in:
Operating expense $ 2.5 $ 2.0
SGA expense 23.0 38.3
Total $ 25.5 $ 40.3
LGI Performance Plans
On February18, 2009, the compensation committee of our board of directors determined the method of payment for the March31, 2009 and September30, 2009 installments of the awards that had been earned by participants in our senior executive performance incentive plan and management incentive plan (the LGI Performance Plans). These installments represent the first two of six equal semi-annual installments beginning on March31, 2009. In accordance with the compensation committees determination, we (i)paid cash aggregating $56.4 million ($3.4 million of which was paid subsequent to March31, 2009) and granted on February18, 2009 9,464 restricted share units with respect to LGI Series A common stock and 9,094 restricted share units with respect to LGI Series C common stock to settle the first installment of the awards earned under the LGI Performance Plans and (ii)granted restricted share units on February18, 2009 with respect to 2,016,351 shares of LGI Series A common stock and 1,937,265 shares of LGI Series C common stock to settle the second installment of the awards earned under the LGI Performance Plans. The restricted share units granted in partial satisfaction of the first installment of the awards vested on March31, 2009, and the restricted share units granted in satisfaction of the second installment of the awards vest on September30, 2009. For purposes of determining the number of restricted share units to be granted, the compensation committee assigned a value of $13.50 to each restricted share unit, which represented a premium of approximately 13.5% to the closing price of LGI Series A common stock on February18, 2009. As required by the terms of the LGI Performance Plans, the restricted share units were allocated between LGI Series A and Series C common stock in the same relative proportions as the then outstanding LGI Series A and Series C common stock (51%/49%). The compensation committee has not determined the method of payment of the remaining four installments of the earned awards. The decision by the compensation committee to settle the second installment of each earned award with restricted share units represents a modification that results in the reclassification of this portion of the earned awards from a liability to eq |
(11) Earnings (Loss) per Common Share |
(11)Earnings (Loss) per Common Share
Basic earnings (loss) per share attributable to LGI stockholders is computed by dividing net earnings (loss) attributable to LGI stockholders by the weighted average number of common shares (excluding nonvested common shares) outstanding for the period. Diluted earnings (loss) per share attributable to LGI stockholders presents the dilutive effect, if any, on a per share basis of potential common shares (e.g., options, nonvested common shares and convertible securities) as if they had been exercised, vested or converted at the beginning of the periods presented.
We reported net losses attributable to LGI stockholders during the three months ended March31, 2009 and 2008.Therefore, the dilutive effect at March31, 2009 and 2008 of (i)the aggregate number of then outstanding options, SARs and nonvested shares of approximately 29.5million and 26.3million, 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 38.7million and 45.9million, respectively, and (iii)the number of shares contingently issuable pursuant to LGI performance-based incentive plans of 14.4million and 11.4million, respectively, were not included in the computation of diluted loss per share attributable to LGI stockholders because their inclusion would have been anti-dilutive to the computation. |
(12) Related Party Transactions |
(12)Related Party Transactions
Our related party transactions consist of the following:
Threemonthsended March31,
2009 2008
in millions
Revenue earned from related parties of:
J:COM (a) $ 27.8 $ 32.3
LGI and consolidated subsidiaries other than J:COM (b) 1.6 2.9
Total LGI $ 29.4 $ 35.2
Operating expenses charged by related parties of:
J:COM (c) $ 39.4 $ 31.6
LGI and consolidated subsidiaries other than J:COM (d) 5.4 6.2
Total LGI $ 44.8 $ 37.8
SGA expenses charged by (to) related parties of:
J:COM (e) $ 7.0 $ 6.5
LGI and consolidated subsidiaries other than J:COM (f) (0.3 ) (0.3 )
Total LGI $ 6.7 $ 6.2
Interest expense charged by related parties of J:COM (g) $ 5.5 $ 3.5
Capital lease additions related parties of J:COM (h) $ 38.5 $ 36.9
(a) J:COM earns revenue from programming services provided to J:COM affiliates and distribution fee revenue from SC Media Commerce, Inc., a majority-owned subsidiary of Sumitomo. During the 2008 period, (i)J:COM also provided construction, programming, 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, accordingly, the revenue derived from these entities during the 2009 period was eliminated in consolidation.
(b) Amounts consist primarily of management, advisory and programming license fees and fees for uplink services charged to our equity method affiliates.
(c) Amounts consist primarily of programming, billing system, program guide and other services provided to J:COM by its and Sumitomos affiliates.
(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) 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.
(h) J:COM leases, in the form of capital leases, customer premise equipment, various office equipment and vehicles from certain subsidiaries of Sumitomo. At March31, 2009 and December31, 2008, capital lease obligations of J:COM aggregating 53.6 billion ($539.5 million) and 54.1 billion ($544.5 million), respectively, were owed to these Sumitomo subsidiaries. |
(13) Commitments and Contingencies |
(13)Commitments and Contingencies
Commitments
In the ordinary 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 ordinary course of business, operating leases that expire generally will be renewed or replaced by similar leases.
Contingent Obligations
In connection with the April13, 2005 combination of VTR and Metrpolis Intercom SA (Metrpolis), Cristaleras de Chile SA (Cristaleras) acquired the right to require UGC to purchase Cristaleras equity interest in VTR at fair value, subject to a $140 million floor price. This put right is exercisable by Cristaleras until April13, 2015. Upon the exercise of this put right by Cristaleras, UGC has the option to use cash or shares of LGI common stock to acquire Cristaleras interest in VTR. The fair value of this put right at March31, 2009 was a liability of $15.3 million.
The minority owner of Chello Central Europe 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 January1 and January31. This put option lapses if not exercised by February1, 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 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. Based on our current assessment of the fair value of Chello Central Europes net assets, we do not expect the amount to be paid upon any future exercise of this put right to be material to our financial condition.
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, Inc. (Liberty Jupiter), which owned a 4.0% indirect interest in J:COM at March31, 2009. 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 $164.6 million at March31, 2009. 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 equ |
(14) Segment Reporting |
(14)Segment Reporting
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, 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 SGA 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. 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. A reconciliation of total segment operating cash flow to our loss before income taxes is presented below.
During the first quarter of 2009, we changed our reporting such that we no longer include video-on-demand costs within the central and corporate operations category of the UPC Broadband Division. Instead, we present these costs within the individual operating segments of the UPC Broadband Division. Segment information for all periods presented has been restated to reflect the |
(15) Subsequent Events |
(15)Subsequent Events
UPC Holding New Senior Notes
On April30, 2009, UPC Holding (i)exchanged 115.4 million ($152.7 million) aggregate principal amount of its existing 7.75% Senior Notes due 2014, together with a cash payment of 4.6million ($6.1 million) and (ii)69.1million ($91.4 million) aggregate principal amount of its 8.625% Senior Notes due 2014 together with a cash payment of 4.1million ($5.4 million) for 184.4million ($243.9 million) aggregate principal amount of new 9.75% Senior Notes due April 2018. In connection with this exchange transaction, UPC Holding paid the accrued interest on the exchanged Senior Notes and incurred applicable commissions and fees.
On April30, 2009, UPC Holding also issued 65.6million ($86.8 million) principal amount of the new 9.75% Senior Notes due April 2018 at an original issue discount of 16.5%, resulting in cash proceeds before commissions and fees of 54.8million ($72.5 million). The net proceeds from the issuance of the new 9.75% Senior Notes, after deducting applicable commissions and fees, will be used for general corporate purposes.
UPC Broadband Holding Bank Facility Transactions
Upsizing of Facilities Q and R. On April27, 2009, UPC Broadband Holding entered into two new facility accession agreements to increase the sizes of Facility Q and Facility R under the UPC Broadband Holding Bank Facility by 70.0million ($92.6 million) and 27.3million ($36.1 million), respectively. In connection with these new accession agreements, certain lenders under the 830.0million ($1,098.0 million) Facility L, which was fully drawn as of April27, 2009, novated, in whole or in part, their drawn commitments in the amount of 97.3million ($128.7 million) to Liberty Global Europe BV and entered into either Facility Q or Facility R. As a result, total third-party commitments under Facility L as of April27, 2009 totaled 229.7million ($303.9 million).
Additional Facilities S and T.UPC Broadband Holding and the existing Facility M and Facility N lenders under the UPC Broadband Holding Bank Facility have agreed in principle to the terms under which (i)1.67 billion ($2.18 billion) of the existing Facility M commitments will be rolled into a new Facility S, a non-redrawable term loan facility denominated in euros and (ii)$500.0 million of the existing Facility N commitments will be rolled into a new Facility T, a non-redrawable term loan facility denominated in U.S. dollars.The Facility M and Facility N lenders that decide to roll their commitments (the Rolling Lenders) will novate their existing Facility M and Facility N commitments to Liberty Global Europe BV and will enter into the new Facility S or Facility T, as applicable.Liberty Global Europe BV will be the initial lender under Facility S and Facility T and will novate its Facility S and Facility T commitments to the Rolling Lenders. The final maturity date for each of Facility S and Facility T will be the earlier of (i)December31, 2016 and (ii)October17, 2013, the date falling 90 days prior to the date on which the UPC Holding Senior Notes due 2014 are currently scheduled to fall due, if, on such date, such notes are outstanding in an aggregate princ |