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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, 2012
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¨
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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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State of Delaware
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20-2197030
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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12300 Liberty Boulevard, Englewood, Colorado
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80112
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(Address of principal executive offices)
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(Zip Code)
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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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Large Accelerated Filer
þ
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Accelerated Filer
¨
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Non-Accelerated Filer
¨
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Smaller Reporting Company
¨
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Page
Number
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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each share of common stock, par value $0.01 per share, of
Virgin Media
will be converted into the right to receive (a) 0.2582 Class A ordinary shares of a new public limited company organized under the laws of the United Kingdom (
UK Holdco
), (b) 0.1928 Class C ordinary shares of
UK Holdco
and (c) $17.50 in cash; and
|
•
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each share of Series A common stock, par value $0.01 per share, of
LGI
will be converted into the right to receive one Class A ordinary share of
UK Holdco
, each share of Series B common stock, par value $0.01 per share, of
LGI
will be converted into the right to receive one Class B ordinary share of
UK Holdco
, and each share of Series C common stock, par value $0.01 per share, of
LGI
will be converted into the right to receive one Class C ordinary share of
UK Holdco
.
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•
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Telenet
. On February 1, 2013, Binan Investments B.V. (
Binan
), our wholly-owned subsidiary, completed a cash tender offer (the
LGI Telenet Tender
) for all of
Telenet
’s issued and outstanding shares (the
Telenet Bid Shares
) and other securities giving access to voting rights that
Binan
did not already own or that were not held by
Telenet
. Pursuant to the
LGI Telenet Tender
,
Binan
acquired approximately 9.5 million
Telenet Bid Shares
, increasing our total ownership interest in
Telenet
to
58.4%
(based on the total number of issued and outstanding
Telenet
shares at February 1, 2013). In connection with the launch of the
LGI Telenet Tender
, we were required to place
€1,142.5 million
(
$1,464.1 million
at the transaction date) of cash into a restricted account to secure a portion of the aggregate offer consideration. On February 1, 2013, we used
€332.5 million
(
$454.6 million
at the transaction date) of this restricted cash account to fund the
LGI Telenet Tender
and the remaining amount was released from restrictions.
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•
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Puerto Rico.
On November 9, 2012, one of our subsidiaries, LGI Broadband Operations, Inc. (
LGI Broadband Operations
), completed a series of transactions (collectively, the
Puerto Rico Transaction
) with certain investment funds affiliated with Searchlight Capital Partners L.P. (
Searchlight
) that resulted in their joint ownership of (1) Liberty Cablevision of Puerto Rico LLC (
Old Liberty Puerto Rico
), a subsidiary of
LGI Broadband Operations
, and (2) San Juan Cable LLC, doing business as OneLink Communications (
OneLink
), a broadband communications operator in Puerto Rico. Pursuant to the
Puerto Rico Transaction
,
Old Liberty Puerto Rico
and
OneLink
merged with
OneLink
as the surviving entity, which immediately changed its name to Liberty Cablevision of Puerto Rico LLC (
Liberty Puerto Rico
). Following the Puerto Rico Transaction, LGI Broadband Operations owns indirectly 60.0% of Liberty Puerto Rico, with the remaining 40.0% owned indirectly by Searchlight. We completed the
Puerto Rico Transaction
in order to achieve certain financial, operational and strategic benefits through the integration of
OneLink
with our existing operations in Puerto Rico.
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•
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Austar
. On July 11, 2011, our company and Austar United Communications Limited (
Austar
) entered into agreements with certain third parties (collectively,
FOXTEL
) pursuant to which
FOXTEL
agreed to acquire 100% of
Austar
’s ordinary shares through a series of transactions, one of which involved our temporary acquisition of the
45.85%
of
Austar
’s ordinary shares held by the noncontrolling shareholders (the
Austar NCI Acquisition
). On April 26, 2012, pursuant to the terms of the
Austar NCI Acquisition
, all of the shares of
Austar
that we did not already own were acquired by a new wholly-owned subsidiary of
LGI
(
LGI Austar Holdco
), with funding provided by a loan from
FOXTEL
. On May 23, 2012,
FOXTEL
acquired 100% of
Austar
from
LGI Austar Holdco
for AUD
1.52
(
$1.50
at the transaction date) per share in cash, which represented a total equity sales price of AUD
1,932.7 million
(
$1,906.6 million
at the transaction date) for the 100% interest in
Austar
(based on
Austar
ordinary shares outstanding at the transaction date) or AUD
1,046.5 million
($
1,056.1 million
after taking into account applicable foreign currency forward contracts) for our
54.15%
interest in
Austar
.
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•
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Unitymedia KabelBW Notes
. Prior to the transactions described below, the Kabel BW GmbH (
KBW
) notes consisted of (1) UPC Germany HoldCo 1 GmbH’s
€680.0 million
(
$897.5 million
) principal amount of
9.5%
Senior Notes (the
KBW Senior Notes
) and (2)
KBW
’s (a)
€800.0 million
(
$1,055.8 million
) principal amount of
7.5%
Senior Secured Notes (the
KBW Euro Senior Secured Notes
), (b)
$500.0 million
principal amount of
7.5%
Senior Secured Notes (the
KBW Dollar Senior Secured Notes
and together with the
KBW Euro Senior Secured Notes
, the
KBW Senior Secured Fixed Rate Notes
) and (c)
€420.0 million
(
$554.3 million
) principal amount of Senior Secured Floating Rate Notes (the
KBW Senior Secured Floating Rate Notes
and together with the
KBW Senior Secured Fixed Rate Notes
, the
KBW Senior Secured Notes
).
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•
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Unitymedia KabelBW Revolving Credit Facilities
. A subsidiary of
Unitymedia KabelBW
is the borrower under a
€312.5 million
(
$412.4 million
) secured revolving credit facility agreement, entered into on May 1, 2012, with certain lenders (the
New Unitymedia KabelBW Revolving Credit Facility
). On August 28, 2012, the
New Unitymedia KabelBW Revolving Credit Facility
was increased to
€337.5 million
(
$445.4 million
). Borrowings under the
New Unitymedia KabelBW Revolving Credit Facility
, which mature on June 30, 2017, may be used for general corporate and working capital purposes.
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•
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Unitymedia KabelBW Secured Notes.
On September 19, 2012, the issuers of the
UM Senior Secured Exchange Notes
issued
€650.0 million
(
$857.8 million
) principal amount of
5.5%
senior secured notes due September 15, 2022 (the
September 2012 UM Senior Secured Notes
). The net proceeds from the issuance of the
September 2012 UM Senior Secured Notes
were used to redeem in full the senior secured floating rate notes issued by two subsidiaries of
Unitymedia KabelBW
due March 15, 2018, at a redemption price of
101%
, with the remaining
€241.8 million
(
$319.1 million
) available for general corporate purposes.
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•
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UPC Broadband Holding Bank Facility Refinancing Transactions.
The
UPC Broadband Holding Bank Facility
is the senior secured credit facility of UPC Broadband Holding BV (
UPC Broadband Holding
), a wholly-owned subsidiary of
UPC Holding
. On February 23, 2012,
UPC Broadband Holding
entered into a new additional facility accession agreement (the
Additional Facility AE Accession Agreement
) under the
UPC Broadband Holding Bank Facility
. Pursuant to the
Additional Facility AE Accession Agreement
, certain of the lenders under Facility S (the
Rolling S Lenders
) rolled all or part of their existing commitments under Facility S into the new Facility AE in an aggregate principal amount of
€535.5 million
(
$706.8 million
). Liberty Global Services B.V. (
Liberty Global Services
), a wholly-owned subsidiary of
UPC Broadband Holding
, was the initial lender under the
Additional Facility AE Accession Agreement
and novated its Facility AE commitments to the
Rolling S Lenders
. The final maturity date of Facility AE is December 31, 2019.
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•
|
UPC Holding Senior Notes.
On September 21, 2012,
UPC Holding
issued
€600.0 million
(
$791.9 million
) principal amount of
6.375%
senior notes due September 15, 2022 at an issue price of
99.094%
, resulting in cash proceeds before commissions and fees of
€594.6 million
(
$773.1 million
at the transaction date).
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•
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UPCB SPE Notes.
UPCB Finance VI Limited (
UPCB Finance VI
) is a special purpose financing company that is owned 100% by a charitable trust. In February 2012, the
UPCB Finance VI
issued
$750.0 million
principal amount of
6.875%
senior secured notes due January 15, 2022 (
UPCB Finance VI Notes
).
UPCB Finance VI
used the proceeds from the
UPCB Finance VI Notes
to fund a new additional facility (Facility AD) under the
UPC Broadband Holding Bank Facility
, with UPC Financing Partnership, a wholly-owned subsidiary of
UPC Holding
, as the borrower. The proceeds from Facility AD were used to repay in full the amounts outstanding under Facilities M, N and O of the
UPC Broadband Holding Bank Facility
.
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•
|
Telenet Credit Facility
. The
Telenet Credit Facility
is the senior secured credit facility of
Telenet NV
and Telenet International Finance S.á r.l. (
Telenet International
), each a wholly-owned subsidiary of
Telenet
. On February 17, 2012,
Telenet International
entered into an additional facility accession agreement (the
Additional Facility T Accession Agreement
) under the Telenet Credit Facility. Pursuant to the
Additional Facility T Accession Agreement
, certain lenders agreed to provide a new term loan facility in an aggregate principal amount of
€175.0 million
(
$230.9 million
) (the Telenet Facility T).
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•
|
Telenet SPE Notes.
Telenet Finance V Luxembourg S.C.A. (
Telenet Finance V
) is a special purpose financing company that is owned
99.9%
by a foundation established under the laws of the Netherlands and
0.1%
by a Luxembourg private limited liability company as general partner. On August 13, 2012,
Telenet Finance V
issued (1)
€450.0 million
(
$593.9 million
) principal amount of
6.25%
senior secured notes (the
6.25% Telenet Finance V Notes
) due 2022 and (2)
€250.0 million
(
$329.9 million
) principal amount of
6.75%
senior secured notes (the
6.75% Telenet Finance V Notes
, together with the
6.25% Telenet Finance V Notes
, the
Telenet Finance V Notes
) due 2024 and used the proceeds to fund new Telenet Facilities U and V (Telenet Facilities U and V), respectively, each under the Telenet Credit Facility, with
Telenet International
as the borrower for each facility.
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•
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New Liberty Puerto Rico Bank Facility.
On August 13, 2012,
Liberty Puerto Rico
entered into a new bank credit facility (the
August 2012 Liberty Puerto Rico Bank Facility
), the proceeds of which were used to repay the
Old Liberty Puerto Rico
bank facility and for general corporate purposes. The
August 2012 Liberty Puerto Rico Bank Facility
consists of (1) a
$175.0 million
senior secured term loan (the
August 2012 LPR Term Loan
) at an issue price of 99.0% and (2) a
$10.0 million
senior secured revolving credit facility (the
August 2012 LPR Revolving Loan
). The
August 2012 LPR Term Loan
has a final maturity of June 9, 2017. In connection with the completion of the
Puerto Rico Transaction
, (1) borrowings under the
August 2012 LPR Term Loan
became a new pari passu tranche of
OneLink
’s existing bank credit facility, consisting of (a) a
$145.0 million
second lien term loan (the
LPR Term Loan A
), (b) a
$345.0 million
term loan (the
LPR Term Loan B
) and (c) a
$25.0 million
revolving credit facility (the
LPR Revolving Loan
), with
OneLink
as the borrower and (2) the
August 2012 LPR Revolving Loan
was canceled. The
LPR Term Loan A
, the
LPR Term Loan B
and the
LPR Revolving Loan
have final maturities of June 9, 2018, June 9, 2017 and June 9, 2016, respectively.
|
•
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Stock Repurchases.
Pursuant to our various stock repurchase programs, during
2012
we repurchased a total of
5,611,380
shares of LGI Series A common stock at a weighted average price of
$53.46
per share and
13,585,729
shares of LGI Series C common stock at a weighted average price of
$50.11
per share, for an aggregate cash purchase price of
$980.7 million
, including direct acquisition costs and the effects of derivative instruments. On December 14, 2012, our board of directors authorized a new program of up to $1.0 billion (before direct acquisition costs) for the repurchase of LGI Series A common stock, LGI Series C common stock, or any combination of the foregoing, through open market 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
December 31, 2012
, the remaining amount authorized for stock repurchases was
$1,030.7 million
. In conjunction with our share repurchase program, we entered into a number of call option contracts during
2012
.
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•
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economic and business conditions and industry trends in the countries in which we operate;
|
•
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the competitive environment in the broadband communications and programming industries in the countries in which we operate, including competitor responses to our products and services;
|
•
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fluctuations in currency exchange rates and interest rates;
|
•
|
instability in global financial markets, including sovereign debt issues in the European Union (
EU
) and related fiscal reforms;
|
•
|
consumer disposable income and spending levels, including the availability and amount of individual consumer debt;
|
•
|
changes in consumer television viewing preferences and habits;
|
•
|
consumer acceptance of our existing service offerings, including our digital video, broadband internet, telephony and mobile service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;
|
•
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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, broadband internet, telephony and mobile service offerings and our average revenue per household;
|
•
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our ability to provide satisfactory customer service, including support for new and evolving products and services;
|
•
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our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;
|
•
|
the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;
|
•
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changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;
|
•
|
government intervention that opens our broadband distribution networks to competitors, such as the obligations imposed in Belgium and in the Netherlands;
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•
|
our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions, including the impact of the conditions imposed in connection with the acquisitions of Aster Sp. z.o.o. and KBW on our operations in Poland and Germany, respectively;
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•
|
our ability to successfully acquire new businesses and, if acquired, to integrate, realize anticipated efficiencies from, and implement our business plan with respect to, the businesses we acquire, such as, in each case, the recently announced Virgin Media Merger Agreement pursuant to which we plan to acquire Virgin Media;
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•
|
changes in laws or treaties relating to taxation, or the interpretation thereof, in the
U.S.
or in countries in which we operate;
|
•
|
changes in laws and government regulations that may impact the availability and cost of credit and the derivative instruments that hedge certain of our financial risks;
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•
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the ability of suppliers and vendors to timely deliver quality products, equipment, software and services;
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•
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the availability of attractive programming for our digital video services at reasonable costs;
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•
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uncertainties inherent in the development and integration of new business lines and business strategies;
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•
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our ability to adequately forecast and plan future network requirements;
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•
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the availability of capital for the acquisition and/or development of telecommunications networks and services;
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•
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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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•
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the outcome of any pending or threatened litigation;
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•
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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 venturers; and
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•
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events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics and other similar events.
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Homes
Passed
(1)
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Two-way
Homes
Passed
(2)
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Customer
Relationships
(3)
|
|
Total
RGUs
(4)
|
|
Video
|
|
Internet
|
|
Telephony
|
|||||||||||||||||||||||||
Analog Cable Subscribers
(5)
|
|
Digital
Cable
Subscribers
(6)
|
|
DTH
Subscribers
(7)
|
|
MMDS
Subscribers
(8)
|
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Total
Video
|
|
Homes
Serviceable
(9)
|
|
Subscribers
(10)
|
|
Homes
Serviceable
(11)
|
|
Subscribers
(12)
|
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UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Germany
|
|
12,567,900
|
|
|
12,162,400
|
|
|
7,049,100
|
|
|
11,140,700
|
|
|
4,503,600
|
|
|
2,185,900
|
|
|
—
|
|
|
—
|
|
|
6,689,500
|
|
|
12,162,400
|
|
|
2,219,200
|
|
|
12,162,400
|
|
|
2,232,000
|
|
The Netherlands (13)
|
|
2,825,200
|
|
|
2,810,800
|
|
|
1,731,800
|
|
|
3,685,500
|
|
|
651,600
|
|
|
1,078,000
|
|
|
—
|
|
|
—
|
|
|
1,729,600
|
|
|
2,823,500
|
|
|
1,025,400
|
|
|
2,820,700
|
|
|
930,500
|
|
Switzerland (13)
|
|
2,074,700
|
|
|
1,825,400
|
|
|
1,485,600
|
|
|
2,464,400
|
|
|
842,500
|
|
|
606,000
|
|
|
—
|
|
|
—
|
|
|
1,448,500
|
|
|
2,292,000
|
|
|
594,500
|
|
|
2,323,900
|
|
|
421,400
|
|
Austria
|
|
1,313,400
|
|
|
1,297,400
|
|
|
733,000
|
|
|
1,408,000
|
|
|
199,400
|
|
|
335,900
|
|
|
—
|
|
|
—
|
|
|
535,300
|
|
|
1,297,300
|
|
|
490,700
|
|
|
1,265,400
|
|
|
382,000
|
|
Ireland
|
|
862,900
|
|
|
737,200
|
|
|
538,800
|
|
|
988,800
|
|
|
63,000
|
|
|
337,800
|
|
|
—
|
|
|
45,600
|
|
|
446,400
|
|
|
737,200
|
|
|
304,300
|
|
|
715,000
|
|
|
238,100
|
|
Total Western Europe
|
|
19,644,100
|
|
|
18,833,200
|
|
|
11,538,300
|
|
|
19,687,400
|
|
|
6,260,100
|
|
|
4,543,600
|
|
|
—
|
|
|
45,600
|
|
|
10,849,300
|
|
|
19,312,400
|
|
|
4,634,100
|
|
|
19,287,400
|
|
|
4,204,000
|
|
Poland
|
|
2,667,900
|
|
|
2,537,600
|
|
|
1,472,000
|
|
|
2,616,000
|
|
|
546,000
|
|
|
756,300
|
|
|
—
|
|
|
—
|
|
|
1,302,300
|
|
|
2,537,600
|
|
|
854,700
|
|
|
2,527,600
|
|
|
459,000
|
|
Hungary
|
|
1,525,700
|
|
|
1,508,300
|
|
|
1,029,600
|
|
|
1,760,300
|
|
|
306,900
|
|
|
327,100
|
|
|
242,900
|
|
|
—
|
|
|
876,900
|
|
|
1,508,300
|
|
|
486,600
|
|
|
1,510,700
|
|
|
396,800
|
|
Romania
|
|
2,082,800
|
|
|
1,708,000
|
|
|
1,177,600
|
|
|
1,733,900
|
|
|
428,700
|
|
|
423,600
|
|
|
319,700
|
|
|
—
|
|
|
1,172,000
|
|
|
1,708,000
|
|
|
333,000
|
|
|
1,646,200
|
|
|
228,900
|
|
Czech Republic
|
|
1,345,200
|
|
|
1,236,900
|
|
|
745,300
|
|
|
1,217,300
|
|
|
76,100
|
|
|
406,000
|
|
|
102,200
|
|
|
—
|
|
|
584,300
|
|
|
1,236,900
|
|
|
439,900
|
|
|
1,234,200
|
|
|
193,100
|
|
Slovakia
|
|
495,500
|
|
|
464,800
|
|
|
287,500
|
|
|
425,600
|
|
|
84,100
|
|
|
123,100
|
|
|
54,300
|
|
|
1,100
|
|
|
262,600
|
|
|
433,600
|
|
|
103,800
|
|
|
431,800
|
|
|
59,200
|
|
Total Central and Eastern Europe
|
|
8,117,100
|
|
|
7,455,600
|
|
|
4,712,000
|
|
|
7,753,100
|
|
|
1,441,800
|
|
|
2,036,100
|
|
|
719,100
|
|
|
1,100
|
|
|
4,198,100
|
|
|
7,424,400
|
|
|
2,218,000
|
|
|
7,350,500
|
|
|
1,337,000
|
|
Total UPC/Unity Division
|
|
27,761,200
|
|
|
26,288,800
|
|
|
16,250,300
|
|
|
27,440,500
|
|
|
7,701,900
|
|
|
6,579,700
|
|
|
719,100
|
|
|
46,700
|
|
|
15,047,400
|
|
|
26,736,800
|
|
|
6,852,100
|
|
|
26,637,900
|
|
|
5,541,000
|
|
Telenet (Belgium)
|
|
2,868,800
|
|
|
2,868,800
|
|
|
2,122,700
|
|
|
4,479,100
|
|
|
549,200
|
|
|
1,573,500
|
|
|
—
|
|
|
—
|
|
|
2,122,700
|
|
|
2,868,800
|
|
|
1,387,700
|
|
|
2,868,800
|
|
|
968,700
|
|
VTR (Chile)
|
|
2,861,100
|
|
|
2,330,400
|
|
|
1,144,400
|
|
|
2,435,700
|
|
|
163,200
|
|
|
769,300
|
|
|
—
|
|
|
—
|
|
|
932,500
|
|
|
2,330,400
|
|
|
825,500
|
|
|
2,322,100
|
|
|
677,700
|
|
Puerto Rico
|
|
702,400
|
|
|
702,400
|
|
|
270,800
|
|
|
479,200
|
|
|
—
|
|
|
205,900
|
|
|
—
|
|
|
—
|
|
|
205,900
|
|
|
702,400
|
|
|
179,000
|
|
|
702,400
|
|
|
94,300
|
|
Grand Total
|
|
34,193,500
|
|
|
32,190,400
|
|
|
19,788,200
|
|
|
34,834,500
|
|
|
8,414,300
|
|
|
9,128,400
|
|
|
719,100
|
|
|
46,700
|
|
|
18,308,500
|
|
|
32,638,400
|
|
|
9,244,300
|
|
|
32,531,200
|
|
|
7,281,700
|
|
(1)
|
Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially 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. We do not count homes passed for
DTH
. 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 in Switzerland and the Netherlands (see note 13 below) 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 Switzerland’s and the Netherlands’ partner networks or the unbundled loop and shared access network used by
Austria GmbH
.
|
(2)
|
Two-way Homes Passed are Homes Passed by those sections of our networks that are technologically capable of providing two-way services, including video, internet and telephony services. Due to the fact that we do not own the partner networks used in Switzerland and the Netherlands or the unbundled loop and shared access network used by
Austria GmbH
, we do not report two-way homes passed for Switzerland’s or the Netherlands’ 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 telephony services that we count as Revenue Generating Units (
RGU
s), 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. For further information regarding our
EBU
calculation, see Additional General Notes to Tables below. Customer Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two Customer Relationships. We exclude mobile customers from Customer Relationships. For Belgium, Customer Relationships only include customers who subscribe to an analog or digital cable service due to billing system limitations.
|
(4)
|
Revenue Generating Unit 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
RGU
s. 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
RGU
s. Total
RGU
s is the sum of Analog Cable, Digital Cable,
DTH
,
MMDS
, Internet and Telephony Subscribers.
RGU
s generally are counted on a unique premises basis such that a given premises does not count as more than one
RGU
for any given service. On the other hand, if an individual receives one of our services in two premises (e.g., a primary home and a vacation home), that individual will count as two
RGU
s for that service. Each bundled cable, internet or telephony service is counted as a separate
RGU
regardless of the nature of any bundling discount or promotion. 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 long-term basis (e.g., VIP subscribers, free service to employees) generally are not counted as
RGU
s. We do not include subscriptions to mobile services in our externally reported
RGU
counts. In this regard, our December 31, 2012
RGU
counts exclude 521,600, 132,400, 48,300, 34,500, 3,500 and 2,800 postpaid subscriber identification module (
SIM
) cards in service in Belgium, Germany, Chile, Poland, the Netherlands and Hungary, respectively, and 89,900 prepaid
SIM
cards in service in Chile.
|
(5)
|
Analog Cable Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our analog cable service over our broadband network. The Analog Cable Subscriber counts reported for Germany and Switzerland also include subscribers who may use a purchased set-top box or other non-verifiable means to receive our basic digital cable channels without subscribing to any services that would require the payment of recurring monthly fees in addition to the basic analog service fee (
Basic Digital Cable Subscriber
). In Germany and Switzerland, our
Basic Digital Cable Subscriber
s are attributable to the fact that our basic digital cable channels are not encrypted in certain portions of our footprint. In Europe, we have approximately 400,500 “lifeline” customers that are counted on a per connection basis, representing the least expensive regulated tier of video 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 in one premises 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 Subscriber
s. As discussed in further detail in note 5 above,
Basic Digital Cable Subscriber
s are not included in the respective
Digital Cable Subscriber
counts reported for Germany and Switzerland. Subscribers in Belgium who receive digital cable service through a purchased digital set-top box, but do not subscribe to any services that would require the payment of a recurring monthly service fee in addition to the basic analog service fee, are counted as
Digital Cable Subscriber
s to the extent that we are able to verify that such individuals are subscribing to our analog cable service. At
December 31, 2012
, we included 173,300 of these subscribers in the
Digital Cable Subscriber
s reported for Belgium. Subscribers to digital cable services provided by our operations in Switzerland and the Netherlands over partner networks receive analog cable services from the partner networks as opposed to our operations.
|
(7)
|
DTH
Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming broadcast directly via a geosynchronous satellite.
|
(8)
|
MMDS
Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming via
MMDS
.
|
(9)
|
Internet Homes Serviceable are Two-way Homes Passed that can be connected to our network, or a partner network with which we have a service agreement, for the provision of broadband internet services if requested by the customer, building owner or housing
|
(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 73,000 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. In certain portions of our Germany market, we offer a 128 Kbps wholesale internet service to housing associations on a bulk basis. Our Internet Subscribers in Germany include 6,500 subscribers within such housing associations who have requested and received a modem that enables the receipt of this 128 Kbps wholesale internet service.
|
(11)
|
Telephony Homes Serviceable are Two-way Homes Passed that can be connected to our network, or a partner network with which we have a service agreement, for the provision of telephony services if requested by the customer, building owner or housing association, as applicable. 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 59,000 subscribers of
Austria GmbH
that are not serviced over our networks.
|
(13)
|
Pursuant to service agreements, Switzerland and, to a much lesser extent, the Netherlands offer 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 there is 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 the applicable service agreements. Internet and Telephony Homes Serviceable with respect to partner networks have been estimated by our Switzerland operations. These estimates may change in future periods as more accurate information becomes available. At December 31, 2012, Switzerland’s partner networks account for 125,500 Customer Relationships, 236,500
RGU
s, 91,900
Digital Cable Subscriber
s, 466,600 Internet and Telephony Homes Serviceable, 83,500 Internet Subscribers, and 61,100 Telephony Subscribers. In addition, partner networks account for 454,100 of Switzerland’s digital cable homes serviceable that are not included in Homes Passed or Two-way Homes Passed in our
December 31, 2012
subscriber table.
|
•
|
Video.
Our cable operations offer a full range of video services, including basic and premium programming and incremental product and service offerings, such as high definition (
HD
) channels, digital video recorder (
DVR
),
HD DVR
, an electronic programming guide and, in certain markets, video-on-demand (
VoD
). In several of our markets, we also have enhanced pay-per-view programming and/or programming in 3D format on channels we distribute and through
VoD
. To receive our digital services, a subscriber must either purchase or rent a set-top box, and obtain a conditional access security card, or a “smart card,” from our operators. Neither a set-top box nor a smart card is required to receive basic digital television channels in our unencrypted footprints. Accordingly, where our basic digital television channels are unencrypted, subscribers who pay the monthly subscription fee for our analog package are able to also watch our basic digital television channels. The basic digital television channels in our entire footprints in Germany, Switzerland, Austria, Romania and the Czech Republic are unencrypted as of February 1, 2013. It is possible that we will decide to unencrypt the digital versions of our basic analog tier in additional markets in 2013 and future periods. Regardless of whether basic digital channels are offered on an unencrypted basis, expanded channel packages and premium channels and services continue to be available for an incremental monthly fee in all of our markets.
|
•
|
Broadband Internet.
We offer multiple tiers of broadband internet service in all of our broadband communications markets. Such service includes download speeds ranging from 100 Mbps to 150 Mbps for our ultra high-speed internet service, except in Puerto Rico. Our operations in Germany, Ireland, Poland and Romania offer a download speed of up
|
•
|
Telephony.
Multi-feature telephony services are available through voice-over-internet-protocol (
VoIP
) in all of our broadband communication markets. In Austria, Chile and Hungary, we also provide circuit-switched telephony services. We are also offering mobile services, both internet and voice, as a mobile virtual network operator (
MVNO
) over third-party networks in Belgium, Germany and Poland. In Chile, we began providing mobile services in May 2012 through
VTR Wireless
, through a combination of our own wireless network and certain third-party wireless access arrangements. In addition, we plan to add
MVNO
arrangements in certain of our other broadband communication markets as a complement to our fixed-line telephony services.
|
•
|
recapturing bandwidth and optimizing our networks by increasing the number of nodes in our markets and using digital compression technologies;
|
•
|
expanding our network to accommodate additional
B2B
services;
|
•
|
using wireless technologies to extend our services outside the home;
|
•
|
offering remote access to our video services through personal computers, tablets and smartphones; and
|
•
|
offering a multimedia home gateway based on an internet protocol-based digital television-platform, which we refer to as “
Horizon TV
,” that is capable of distributing video, voice and data content throughout the home and to multiple devices.
|
|
Germany
|
|
The Netherlands
|
|
Switzerland
|
|
Austria
|
|
Ireland
|
|
Poland
|
|
Hungary
|
|
Romania
|
|
Czech Republic
|
|
Slovakia
|
|
Belgium
|
|
Chile
|
|
Puerto Rico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI Network Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Two-way homes passed (HP) percentage (1)
|
97
|
|
99
|
|
88
|
|
99
|
|
85
|
|
95
|
|
99
|
|
82
|
|
92
|
|
94
|
|
100
|
|
81
|
|
100
|
Digital video availability percentage (2)
|
100
(9)
|
|
99
|
|
87
(9)
|
|
96
|
|
97
|
|
96
|
|
96
|
|
88
|
|
92
|
|
91
|
|
100
|
|
81
|
|
100
|
Broadband internet availability percentage (2)
|
97
(9)
|
|
100
|
|
88
(9)
|
|
99
|
|
85
|
|
95
|
|
99
|
|
82
|
|
92
|
|
88
|
|
100
|
|
81
|
|
100
|
Fixed-line telephony availability percentage (2)
|
97
(9)
|
|
100
|
|
90
(9)
|
|
96
|
|
83
|
|
95
|
|
99
|
|
79
|
|
92
|
|
87
|
|
100
|
|
81
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bandwidth percentage (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at least 860 MHz
|
97
|
|
100
|
|
96
|
|
89
|
|
54
|
|
99
|
|
16
|
|
84
|
|
93
|
|
96
|
|
13
|
|
35
|
|
50
|
750 MHz to 859 MHz
|
—
|
|
—
|
|
—
(10)
|
|
—
|
|
28
|
|
—
(10)
|
|
55
|
|
2
|
|
—
|
|
—
|
|
—
|
|
50
|
|
—
|
less than 750 MHz
|
3
|
|
—
|
|
4
|
|
11
|
|
18
|
|
—
(10)
|
|
29
|
|
14
|
|
7
|
|
4
|
|
87
|
|
15
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LGI Product Penetration:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cable television penetration (4)
|
53
|
|
61
|
|
70
|
|
41
|
|
46
|
|
49
|
|
42
|
|
41
|
|
36
|
|
42
|
|
74
|
|
33
|
|
29
|
Digital cable penetration (5)
|
33
|
|
62
|
|
42
|
|
63
|
|
84
|
|
58
|
|
52
|
|
50
|
|
84
|
|
59
|
|
74
|
|
82
|
|
100
|
HD, DVR & HD DVR penetration (6)
|
36
|
|
68
|
|
89
|
|
60
|
|
76
|
|
87
|
|
45
|
|
99
|
|
35
|
|
18
|
|
94
|
|
32
|
|
20
|
Broadband internet penetration (7)
|
18
|
|
36
|
|
26
|
|
38
|
|
41
|
|
34
|
|
32
|
|
19
|
|
36
|
|
24
|
|
48
|
|
35
|
|
25
|
Fixed telephony penetration (7)
|
18
|
|
33
|
|
18
|
|
30
|
|
33
|
|
18
|
|
26
|
|
14
|
|
16
|
|
14
|
|
34
|
|
29
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Double-play penetration (8)
|
6
|
|
9
|
|
16
|
|
19
|
|
24
|
|
24
|
|
25
|
|
22
|
|
39
|
|
11
|
|
30
|
|
21
|
|
30
|
Triple-play penetration (8)
|
26
|
|
52
|
|
25
|
|
36
|
|
30
|
|
27
|
|
34
|
|
21
|
|
17
|
|
24
|
|
41
|
|
46
|
|
24
|
(1)
|
Percentage of total HP that are two-way HP.
|
(2)
|
Percentage of total HP to which digital video (including digital
MMDS
), broadband internet or fixed telephony services, as applicable, are made available.
|
(3)
|
Percentage of total HP served by a network with the indicated bandwidth. HP for Ireland excludes
MMDS
HP.
|
(4)
|
Percentage of total HP that subscribe to cable television services (Analog Cable or Digital Cable).
|
(5)
|
Percentage of cable television subscribers (Analog Cable and
Digital Cable Subscriber
s) that are
Digital Cable Subscriber
s.
|
(6)
|
Percentage of
Digital Cable Subscriber
s with
HD
,
DVR
or
HD DVR
. This Percentage would not include subscribers who may use a purchased set-top box or other non-verifiable means to receive our basic digital cable channels without subscribing to any services that would require the payment of recurring monthly fees in addition to the basic analog service fee due to the fact that our basic digital cable channels are not encrypted in certain portions of our footprint.
|
(7)
|
Percentage of Internet Homes Serviceable and Telephony Homes Serviceable that subscribe to broadband internet or fixed-telephony services, as applicable.
|
(8)
|
Percentage of total customers that subscribe to two services (double-play customers) or three services (triple-play customers) offered by our operations (video, broadband internet and fixed-line telephony).
|
(9)
|
Assuming the contractual right to serve the building exists in the case of multiple dwelling units.
|
(10)
|
Less than 1%.
|
|
|
Germany
|
|
The Netherlands
|
|
Switzerland
|
|
Austria
|
|
Ireland
|
|
Poland
|
|
Hungary
|
|
Romania
|
|
Czech Republic
|
|
Slovakia
|
|
Belgium
|
|
Chile
|
|
Puerto Rico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Video services (excluding DTH):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VoD
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
|
|
|
|
X
|
|
X
|
|
X
|
DVR
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
HD
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Electronic programming guide
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Number of channels in basic digital tier
|
|
up to
75 or 149
(3)
|
|
69
|
|
55
|
|
83
|
|
57
|
|
151
|
|
71
|
|
128
|
|
92
|
|
87
|
|
80
|
|
83
|
|
94
|
Number of channels in basic analog tier (1)
|
|
34 or 41
(3)
|
|
32
|
|
36
|
|
38
|
|
18
|
|
45
|
|
30
|
|
59
|
|
41
|
|
48
|
|
25
|
|
67
|
|
n/a
|
Number of unique channels in basic digital tier (2)
|
|
40 or 119
(3)
|
|
37
|
|
18
|
|
45
|
|
39
|
|
106
|
|
43
|
|
59
|
|
72
|
|
36
|
|
55
|
|
16
|
|
44
|
Number of HD channels
|
|
46
|
|
29
|
|
35
|
|
35
|
|
35
|
|
35
|
|
15
|
|
18
|
|
18
|
|
14
|
|
12
|
|
25
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadband internet service:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum download speed offered (Mbps)
|
|
150
|
|
120
|
|
100
|
|
100
|
|
150
|
|
150
|
|
120
|
|
150
|
|
120
|
|
120
|
|
120
|
|
120
|
|
30
|
Percentage of Internet Homes Serviceable with 3.0 speeds of at least 100 Mbps
|
|
100
|
|
99
|
|
98
|
|
92
|
|
91
|
|
100
|
|
92
|
|
100
|
|
97
|
|
97
|
|
100
|
|
100
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telephony and mobile service:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VoIP
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Mobile (4)
|
|
X
|
|
X
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
(1)
|
Excludes the lifeline tier.
|
(2)
|
Excludes the channels that are also included in basic analog tier.
|
(3)
|
Depending on whether the subscriber is located in Baden-Württemberg, North Rhine-Westphalia or Hesse.
|
(4)
|
With the exception of
VTR Wireless
, where we offer mobile services over our own network and third-party access arrangements, we offer our mobile services as
MVNO
s.
|
•
|
Germany.
The
UPC/Unity Division
’s operations in Germany are operated by
Unitymedia KabelBW
.
Unitymedia KabelBW
’s operations are located in the German federal states of Baden-Württemberg, North Rhine-Westphalia and Hesse and include the major cities of Cologne, Dortmund, Düsseldorf, Essen, Frankfurt, Karlsruhe, Mannheim, Stuttgart and Wiesbaden.
Unitymedia KabelBW
offers video, internet and fixed telephony services in nearly all of its footprint.
Unitymedia KabelBW
offers mobile service as an
MVNO
through arrangements with a mobile communications provider. This mobile service is comprised of voice and data.
Unitymedia KabelBW
offers a CI+ module to its video cable customers for an incremental monthly charge. The CI+ module with a smart card allows the customer to view their encrypted digital video service without the need for a set-top box. No set-top box, CI+ module or smart card is, however, required to receive basic digital services in Baden-Württemberg and, beginning in January 2013, in North Rhine-Westphalia and Hesse because our basic digital service is unencrypted in these regions.
|
•
|
The Netherlands.
The
UPC/Unity Division
’s operations in the Netherlands (
UPC Netherlands
) are located in six broad regional clusters, including the major cities of Amsterdam and Rotterdam.
UPC Netherlands
offers video, internet and fixed telephony throughout its footprint. For information regarding UPC Netherlands’ obligation to resell its television services pursuant to laws that became effective January 1, 2013, see
Regulatory—Europe—The Netherlands
below.
|
•
|
Switzerland.
The
UPC/Unity Division
’s operations in Switzerland (
UPC Cablecom
) are located in 24 of the 26 member states (Cantons) of Switzerland, including major cities such as Bern, Zürich, Lausanne and Geneva.
UPC Cablecom
’s basic video service (digital or analog) is available in any one of three languages (French, German or Italian). In addition to its video, broadband internet and telephony services,
UPC Cablecom
has entered into a partnership with a mobile communications provider, which will allow it to offer mobile service as a full
MVNO
and market quadruple-play packages.
UPC Cablecom
plans to offer such service in 2013.
|
•
|
Other Western Europe.
The
UPC/Unity Division
also operates cable and
DSL
networks in Austria (
UPC Austria
) and cable and
MMDS
networks in Ireland (
UPC Ireland
). The
DSL
services are provided over an unbundled loop or, in certain cases, over a shared access network.
UPC Austria
’s
DSL
operations are available in the majority of Austria, wherever the incumbent telecommunications operator has implemented
DSL
technology.
|
•
|
Central and Eastern Europe.
The
UPC/Unity Division
also operates cable networks in the Czech Republic (
UPC Czech
), Hungary (
UPC Hungary
), Poland (
UPC Poland
), Romania (
UPC Romania
), and Slovakia (
UPC Slovakia
).
VoD
service, including catch-up television, is available to our subscribers in Hungary and in major metropolitan areas in Poland. The
UPC/Unity Division
also has
DTH
operations in most of these countries, which it provides through
UPC DTH
.
|
•
|
Telenet
(Belgium).
Liberty Global Europe
’s operations in Belgium are conducted by
Telenet
. Upon completion of the
LGI Telenet Tender
on February 1, 2013, we owned
58.4%
of
Telenet
’s outstanding ordinary shares.
Telenet
offers video, broadband internet and fixed and mobile telephony services (quadruple play) in Belgium, primarily to residential customers in the Flanders region and approximately one-third of the city of Brussels. In addition, pursuant to an agreement executed on June 28, 2008 (the
PICs Agreement
), with four associations of municipalities in Belgium (the pure intercommunales or
PICs
),
Telenet
leases the
PICs
broadband communications network and, accordingly, makes its services available to all of the homes passed by the cable network owned by the
PICs
.
|
•
|
Chile.
Our broadband distribution business in Chile is conducted primarily through
UPC Holding
’s 80%-owned subsidiary
VTR
. In May 2012, through
VTR Wireless
, we began offering mobile services in Chile through a combination of our own wireless network and certain third-party wireless access arrangements.
VTR Wireless
offers both postpaid and prepaid mobile services.
|
•
|
Puerto Rico.
Our broadband telecommunications service in Puerto Rico is conducted through our indirect 60%-owned subsidiary Liberty Puerto Rico. Liberty Puerto Rico offers only digital broadband services and provides these services in the San Juan metropolitan area and numerous surrounding municipalities. Liberty Puerto Rico’s video service includes a basic tier of digital programming, an extended tier and premium packages, as well as a VoD service. The Liberty Puerto Rico network includes a 360 mile fiber ring around its network providing enhanced interconnectivity points to the island’s other local and international telecommunications companies.
|
•
|
Germany.
We are the second largest cable television provider in Germany and the largest cable television provider in the federal states of Baden-Württemberg, North Rhine-Westphalia and Hesse based on the number of video cable subscribers.
Unitymedia KabelBW
’s video cable services are available to approximately 33% of the television households in Germany and it serves 18% of the total television market.
Unitymedia KabelBW
’s primary competition is from
FTA
television received via satellite.
Unitymedia KabelBW
also competes with the
IPTV
services over
DSL-TV
and
FTTx
and
DTH
of the incumbent telecommunications operator,
Deutsche Telekom
.
Deutsche Telekom
has approximately 1.9 million video subscribers in Germany, or 5% of the total television market, for primarily its
IPTV
services and has announced plans to target a total of 5 million customers with its
IPTV
services by 2015.
Deutsche Telekom
also bundles its
DSL
offerings with
DTH
services, including a
HD DVR
, in areas where the broadband speeds are not sufficient to deliver television signals over
DSL
. In addition, Vodafone Group Plc (Vodafone) bundles its
IPTV
service with its broadband offerings.
Deutsche Telekom
, Net Cologne GmbH and
Professional Operator
s compete with
Unitymedia KabelBW
for housing association contracts.
Professional Operator
s typically procure the broadcast signals they distribute from
Unitymedia KabelBW
or from
DTH
providers. Certain
Professional Operator
s may also use such opportunities to build their own distribution networks or to install their own head-ends for receiving satellite signals.
|
•
|
The Netherlands.
We are the second largest cable television provider in the Netherlands based on the number of video cable subscribers.
UPC Netherlands
’s video cable services are available to approximately 38% of the television households in the Netherlands and it serves 24% of the total television market. Competition from the
DTT
and
DSL-TV
services offered by the incumbent telecommunications provider, Royal KPN NV (
KPN
), is strong with
KPN
providing subscription video services to 21% of the total television households.
KPN
is the majority owner of the Netherlands
DTT
service, Digitenne. It also offers a
DSL-TV
service that includes
VoD
and
DVR
functionality. In addition, the
FTTx
networks of Reggefiber TTH Company Ltd. (a subsidiary of
KPN
) are a competitive factor in a number of cities. Future expansion of these networks is expected within our service area as Reggefiber TTH Company Ltd. has announced plans to reach three million of the households in the Netherlands by year-end 2016. With its ability to offer bundled triple-play and
|
•
|
Switzerland.
We are the largest cable television provider in Switzerland based on the number of video cable subscribers and the sole provider in substantially all of our network area.
UPC Cablecom
’s video cable services are available to approximately 65% of the television households in Switzerland and it serves 46% of the total television market. Due to a small program offering, competition from terrestrial television in Switzerland is limited, with
DTT
available primarily along the borders with France and Italy.
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. Our main competitor is
Swisscom
, the incumbent telecommunications operator, which provides
IPTV
services over
DSL
or
FTTx
networks to approximately 22% of all television households in Switzerland.
Swisscom
offers
VoD
services,
DVR
functionality, and
HD
channels, as well as the functionality to allow remote access to its video services, and has exclusive rights to distribute certain sports programming.
Swisscom
is aggressively expanding its
FTTx
network with plans to reach about 80% of the Switzerland households by 2020. With respect to subscribers on partner networks,
UPC Cablecom
competes with other service providers for the contracts to serve these subscribers. To effectively compete,
UPC Cablecom
’s basic digital service includes 2 Mbps internet service and it recently launched
Horizon TV
, which combines television, internet and telephony on one device.
UPC Cablecom
also has a broad range of program options and realigned its bundles to include
Horizon TV
.
|
•
|
Other Western Europe.
In Austria, we are the largest cable television provider based on the number of video cable subscribers.
UPC Austria
’s video cable service is available to approximately 35% of the television households in Austria and it serves 14% of the total television market.
UPC Austria
’s primary competition is from
FTA
television received via satellite. It is estimated that 46% of the Austrian television households receive only
FTA
television. Competition from the
DSL-TV
services provided by the incumbent telecommunications operator, Telekom Austria AG (A1) (
Telekom Austria
), and from
DTH
satellite services offered by
Sky Deutschland
also continue to increase.
Telekom Austria
offers its
DSL-TV
service, which includes advanced features, such as
VoD
, at a heavy discount to the video cable subscription price within the market. It also offers competitively priced bundles. In addition,
Telekom Austria
has launched a
FTTx
network in parts of our footprint. To stay competitive,
UPC Austria
will begin offering its basic digital service unencrypted in February 2013 and continues to improve the quality of its program offerings, including programs from
Sky Deutschland
.
UPC Austria
includes these services in its bundles, which it realigned in 2012 to include increased internet speeds. Many bundles are offered at a discount when subscribers select the services for twelve or more months.
|
•
|
Central and Eastern Europe.
We are the largest cable television provider in Poland based on the number of video cable subscribers.
UPC Poland
’s video cable services are available to approximately 18% of the television households in Poland and it serves 9% of the total television market. In providing video services,
UPC Poland
competes primarily with
DTH
service providers, including the largest
DTH
provider, Cyfrowy Polsat SA. Cyfrowy Polsat SA serves 24% of the television households in Poland. It also offers a mobile broadband service and in 2012 launched a mobile television service. With their December 2012 merger, another significant
DTH
service provider is the combined companies of Canal+ Cyfrowy
|
•
|
Belgium.
Telenet
is the sole provider of video cable services in its network area. Its video cable service is available to approximately 62% of the television households in Belgium and it serves approximately 46% of the total television market. It is the largest subscription television provider in Belgium based on the number of pay video subscribers.
Telenet
’s principal competitor is Belgacom NV/SA (
Belgacom
), the incumbent telecommunications operator, which has interactive digital television,
VoD
and
HD
service as part of its video offer, as well as a remote access service.
Belgacom
also offers double-play, triple-play and quadruple-play packages. It also includes certain sports programming (primarily football (soccer) related) at no additional charge. Approximately 24%
of total television households in Belgium subscribe to
Belgacom
’s
IPTV
services over its
DSL
and
DSL-TV
networks.
Telenet
also faces competition from M7 Group SA, branded TV Vlaanderen Digitaal, which is the largest
DTH
service provider in
Telenet
’s network area. Also, Mobistar SA offers a quadruple-play bundle of video, broadband internet and fixed and mobile telephony. We believe that
Telenet
’s multimedia platform Yelo, together with its extensive cable network, the broad acceptance of its basic cable television services and its extensive additional features, such as
HD
and
DVR
functionality and
VoD
offerings, allow
Telenet
to compete effectively. In addition,
Telenet
offers competitively priced quadruple-play bundles, which include its mobile service.
Telenet
also continues to enhance its programming and markets a variety of bundle options to meet the needs of its customers.
|
•
|
Chile.
In Chile, we are the largest cable television provider based on number of video cable subscribers.
VTR
’s video cable services are available to approximately 60% of the Chilean television households and it serves 20% of the total television market in Chile.
VTR
competes primarily with
DTH
service providers in Chile, including the incumbent Chilean telecommunications operator Compañia de Telecomunicaciones de Chile SA using the brand name Movistar (
Telefónica
), Claro Chile S.A., a subsidiary of América Móvil, S.A.B. de C.V. (
Claro
), and DirecTV Chile.
Telefónica
offers double-play and triple-play packages using
DTH
for video and
ADSL
for internet and telephony and, with mobile telephony, quadruple-play packages.
Telefónica
launched
IPTV
services over
FTTx
networks in 2012 in Chile.
Claro
is offering triple-play packages using
DTH
and, in certain areas of Santiago, through a hybrid fiber coaxial cable network. It also offers mobile telephony for quadruple-play packages.
Claro
is also expanding its hybrid fiber coaxial cable network in certain regional cities of Chile.
Claro
is an aggressive competitor targeting video subscribers, including
VTR
subscribers, with low priced video packages. Other competition comes from video services offered by or over the networks of fixed-line telecommunications operators using
DSL
or
ADSL
technology. Of the Chilean television households, 9%, 6% and 6% subscribe to the
DTH
services of
Telefónica
,
Claro
and DirecTV Chile, respectively. To enhance its competitive position,
VTR
includes
VoD
, catch-up television,
DVR
and
HD
services as key components of its video packages. These services, plus expanded program options and the marketing of a variety of bundle options, including internet and telephony, enhance
VTR
’s competitive position.
|
•
|
Puerto Rico.
Upon the completion of the Puerto Rico Transaction, Liberty Puerto Rico became the largest provider of video cable services in its markets and the third largest provider of video services in Puerto Rico. Its video cable service is available to approximately 58% of the television households in Puerto Rico and it serves 19% of the total television market in Puerto Rico.
Liberty Puerto Rico
’s primary competition for video customers is from
DTH
satellite providers DirecTV and Dish Network Corporation. These competitors provide
DTH
satellite services to an aggregate of 43% of the television households in Puerto Rico. Dish Network Corporation is an aggressive competitor, offering low introductory offers, free
HD
channels and in its top tier packages a multi-room
DVR
service for free. DirecTV is also a significant competitor with plans to offer by 2014 the same programming in Puerto Rico as it offers in the United States. In order to compete, Liberty Puerto Rico has increased the number of its
HD
channels, improved the functionality of its electronic program guide, and expanded its
VoD
offerings. In addition, it plans to offer its customers the ability to view programming remotely, to offer the latest technology and to increase the internet speeds in its bundle offers.
|
•
|
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.
|
•
|
Video Services.
The regulation of 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 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 “must carry” regulations 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.
|
•
|
Net Neutrality/Traffic Management.
Other current regulatory debates at the
EU
and national level include net neutrality/traffic management, as well as responsibilities for
ISP
s on illegal content or activities on the internet. With respect to net neutrality/traffic management, the
EU
Commission confirmed in April 2011 that no additional
EU
regulation is needed to preserve net neutrality. The
EU
Commission made this decision after concluding that the existing provisions of the
Regulatory Framework
on consumer transparency and the ability of regulators to impose a minimum quality of service on an operator should be given time to be tested by Member States. In December 2011, the Body of European Regulators for Electronic Communications (
BEREC
), the joint body of European telecommunications regulators, published non-binding guidelines on net neutrality and transparency.
BEREC
believes that transparency and the ability for end-users to easily switch providers is vital and recommends that operators should provide clear end-user information about service limitations and actual speeds. This decision, however, is still subject to ongoing political debate, and European or national regulation in this area may occur. If such regulations are adopted, our ability to offer our own internet services may be restricted.
|
•
|
Unitymedia KabelBW
committed to the distribution of basic digital television channels (as opposed to channels marketed in premium subscription packages) on its entire network in unencrypted form commencing January 1, 2013. This commitment generally covers free-to-air television channels in
SD
and
HD
and is consistent with the practice that had been adopted by
KBW
prior to the
KBW Acquisition
. If, however,
FTA
television broadcasters request their
HD
content to be distributed in an encrypted
HD
package, the encryption of
FTA
HD
channels is still possible. In addition, we made a commitment that, through December 31, 2016, the annual carriage fees
Unitymedia KabelBW
receives for each such
FTA
television channel distributed in digital or simulcast in digital and analog would not exceed a specified annual amount, determined by applying the applicable rate card systems of
Unitymedia KabelBW
as of January 1, 2012.
|
•
|
Effective January 1, 2012,
Unitymedia KabelBW
waived its exclusivity rights in access agreements with housing associations with respect to the usage of infrastructures other than its in-building distribution networks to provide television, broadband internet or telephony services within the building.
|
•
|
Effective January 1, 2012, upon expiration of the minimum term of an access agreement with a housing association,
Unitymedia KabelBW
will transfer the ownership rights to the in-building distribution network to the building owner or other party granting access. In addition,
Unitymedia KabelBW
waived its right to remove its in-building distribution networks.
|
•
|
A special early termination right was granted with respect to certain of
Unitymedia KabelBW
’s existing access agreements (the
Remedy HA Agreements
) with the largest housing associations that cover more than 800 dwelling units and which had a remaining term of more than three years as of December 15, 2011. The total number of dwelling units covered by the
Remedy HA Agreements
was approximately 340,000 as of December 15, 2011. The special termination right may be exercised on or before September 30 of each calendar year up to the expiration of the current contract term, with termination effective as of January 1 or July 1 of the following year. If the special termination right is exercised,
|
•
|
Rate Adjustments.
With respect to
VTR
’s ability to increase the price of their different telecommunication services to its subscribers, the General Consumer Protection Laws contain provisions that may be interpreted by the National Consumer’s Service (
Sernac
) 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
VTR
’s capacity to rationalize their pricing policies over current customers.
VTR
disagrees with this interpretation and is evaluating its options for adjusting or increasing their subscriber rates in compliance with applicable laws.
|
•
|
Channel Lineup.
With respect to
VTR
’s ability to modify its channel lineup without the previous consent of the subscribers,
Sernac
expressed that such action may be against certain provisions of the applicable Consumer Protection Law, including those provisions prohibiting misleading advertisements, 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. 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 channel lineup,
VTR
disagrees with
Sernac
’s interpretation. To prevent future conflicts with
Sernac
,
VTR
negotiated with
Sernac
to establish common acceptable criteria to enable modifications of
VTR
’s channel lineup, resulting in an agreement in July 2012 that
VTR
establish a set of channels for customers that can only be modified once a year.
|
•
|
On-Off Net Traffic/Bundling.
The Chilean Antitrust Court launched a consultation to determine whether or not to impose restrictions on calling price differentiation (On Net/Off Net) and bundling (including resale and regulatory accounting). On December 18, 2012, the Chilean Antitrust Court issued its regulation governing the on-net/off-net pricing practice in the mobile telephone industry and the offering of bundled telecommunication services. Pursuant to the terms of this regulation:
|
▪
|
Commencing in January 2014, companies providing mobile services cannot differentiate pricing between on-net and off-net calls. For the period from the date of publication of the regulation until January 2014, such differentiation is permitted, subject to a maximum threshold on the difference between the on-net/off-net prices.
|
▪
|
Mobile services may be sold jointly with fixed-line services; however, promotional discounts are not permitted for these double-play offers until 4G data transmission services start operating.
|
▪
|
Services over the same platform or network, fixed-line or mobile, or those over a fixed-line network and paid television services, may be sold jointly, subject to certain price limitations: the price for the bundled services must be greater than the stand-alone price for the most expensive service included in the bundle and when three or more services are bundled, the price for the bundle shall be greater than the sum of the stand-alone prices for each service in the bundle, excluding the lowest priced service.
|
•
|
Telecommunication Services Proposal.
In November 2011, the
SubTel
published a proposal for a General Telecommunication Services Ruling. The purpose of this proposal is to regulate the offer of telecommunication services (voice, internet access, and pay television, either alone or in bundles) from a consumer protection point of view. If enacted, the new regulation could involve significant changes in contracts with customers; new requirements regarding compensation in case of service failure; and new rules regarding treatment of customers’ personal information.
|
•
|
risks that relate to the competition we face and the technology used in our businesses;
|
•
|
risks that relate to our operating in overseas markets and being subject to foreign regulation;
|
•
|
risks that relate to certain financial matters; and
|
•
|
other risks, including risks that relate to our capitalization and the obstacles faced by anyone who may seek to acquire us.
|
•
|
fluctuations in foreign currency exchange rates;
|
•
|
difficulties in staffing and managing international operations;
|
•
|
potentially adverse tax consequences;
|
•
|
export and import restrictions, custom duties, tariffs and other trade barriers;
|
•
|
increases in taxes and governmental fees;
|
•
|
economic and political instability; and
|
•
|
changes in foreign and domestic laws and policies that govern operations of foreign-based companies.
|
•
|
impair our ability to use our bandwidth in ways that would generate maximum revenue and operating cash flow;
|
•
|
create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide our customers;
|
•
|
strengthen our competitors by granting them access and lowering their costs to enter into our markets; and
|
•
|
have a significant adverse impact on our profitability.
|
•
|
incur or guarantee additional indebtedness;
|
•
|
pay dividends or make other upstream distributions;
|
•
|
make investments;
|
•
|
transfer, sell or dispose of certain assets, including subsidiary stock;
|
•
|
merge or consolidate with other entities;
|
•
|
engage in transactions with us or other affiliates; or
|
•
|
create liens on their assets.
|
•
|
fund capital expenditures or acquisitions that could improve their value;
|
•
|
meet their loan and capital commitments to their business affiliates;
|
•
|
invest in companies in which they would otherwise invest;
|
•
|
fund any operating losses or future development of their business affiliates;
|
•
|
obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets; or
|
•
|
conduct other necessary or prudent corporate activities.
|
•
|
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;
|
•
|
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;
|
•
|
classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;
|
•
|
limiting who may call special meetings of stockholders;
|
•
|
prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders;
|
•
|
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;
|
•
|
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
|
•
|
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.
|
Item 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Series A
|
|
Series B
|
|
Series C
|
||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter
|
|
$52.00
|
|
$41.11
|
|
$51.46
|
|
$41.10
|
|
$49.80
|
|
$39.98
|
Second quarter
|
|
$51.25
|
|
$44.87
|
|
$51.02
|
|
$45.96
|
|
$49.20
|
|
$43.24
|
Third quarter
|
|
$61.00
|
|
$48.49
|
|
$59.45
|
|
$48.28
|
|
$56.87
|
|
$46.16
|
Fourth quarter
|
|
$63.94
|
|
$54.05
|
|
$63.05
|
|
$55.56
|
|
$59.69
|
|
$50.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter
|
|
$44.32
|
|
$35.41
|
|
$43.87
|
|
$35.80
|
|
$43.10
|
|
$34.00
|
Second quarter
|
|
$47.30
|
|
$39.17
|
|
$47.07
|
|
$38.11
|
|
$45.43
|
|
$37.52
|
Third quarter
|
|
$47.31
|
|
$33.27
|
|
$46.64
|
|
$34.38
|
|
$44.73
|
|
$31.82
|
Fourth quarter
|
|
$43.23
|
|
$32.06
|
|
$43.28
|
|
$39.37
|
|
$41.25
|
|
$36.60
|
Period
|
|
Total number of
shares purchased
|
|
Average price
paid per share (a)
|
|
Total number of shares
purchased as part of
publicly announced
plans or programs
|
|
Approximate
dollar value
of shares
that may
yet be
purchased
under the
plans or
programs
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
October 1, 2012 through October 31, 2012
|
|
Series A:
|
|
760,000
|
|
|
Series A:
|
|
$
|
61.11
|
|
|
Series A:
|
|
760,000
|
|
|
|
|
|
Series C:
|
|
1,098,700
|
|
|
Series C:
|
|
$
|
57.13
|
|
|
Series C:
|
|
1,098,700
|
|
|
(b)
|
November 1, 2012 through November 30, 2012
|
|
Series A:
|
|
1,455,400
|
|
|
Series A:
|
|
$
|
58.45
|
|
|
Series A:
|
|
1,455,400
|
|
|
|
|
|
Series C:
|
|
1,190,000
|
|
|
Series C:
|
|
$
|
54.08
|
|
|
Series C:
|
|
1,190,000
|
|
|
(b)
|
December 1, 2012 through December 31, 2012
|
|
Series A:
|
|
680,000
|
|
|
Series A:
|
|
$
|
61.52
|
|
|
Series A:
|
|
680,000
|
|
|
|
|
|
Series C:
|
|
1,048,315
|
|
|
Series C:
|
|
$
|
57.10
|
|
|
Series C:
|
|
1,048,315
|
|
|
(b)
|
Total — October 1, 2012 through December 31, 2012
|
|
Series A:
|
|
2,895,400
|
|
|
Series A:
|
|
$
|
59.87
|
|
|
Series A:
|
|
2,895,400
|
|
|
|
|
|
Series C:
|
|
3,337,015
|
|
|
Series C:
|
|
$
|
56.03
|
|
|
Series C:
|
|
3,337,015
|
|
|
(b)
|
(a)
|
Average price paid per share includes direct acquisition costs and the effects of derivative instruments, where applicable.
|
(b)
|
As of
December 31, 2012
, the remaining amount authorized for stock repurchases was
$1,030.7 million
. This amount reflects the authorization on December 14, 2012 of a new $1.0 billion equity repurchase program. For additional information, see note
11
to our consolidated financial statements.
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LGI Series A
|
|
$
|
40.62
|
|
|
$
|
55.86
|
|
|
$
|
90.28
|
|
|
$
|
104.70
|
|
|
$
|
160.65
|
|
LGI Series B
|
|
$
|
40.38
|
|
|
$
|
56.02
|
|
|
$
|
91.37
|
|
|
$
|
104.90
|
|
|
$
|
160.29
|
|
LGI Series C
|
|
$
|
41.49
|
|
|
$
|
59.74
|
|
|
$
|
92.62
|
|
|
$
|
108.01
|
|
|
$
|
160.56
|
|
NASDAQ Telecommunications Index
|
|
$
|
57.46
|
|
|
$
|
86.16
|
|
|
$
|
111.25
|
|
|
$
|
117.64
|
|
|
$
|
158.93
|
|
NASDAQ Composite Index
|
|
$
|
61.17
|
|
|
$
|
87.93
|
|
|
$
|
104.13
|
|
|
$
|
104.69
|
|
|
$
|
123.85
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
in millions
|
||||||||||||||||||
Summary Balance Sheet Data: (a)
|
|
|
||||||||||||||||||
Property and equipment, net
|
|
$
|
13,437.6
|
|
|
$
|
12,868.4
|
|
|
$
|
11,112.3
|
|
|
$
|
12,010.7
|
|
|
$
|
12,035.4
|
|
Goodwill
|
|
$
|
13,877.6
|
|
|
$
|
13,289.3
|
|
|
$
|
11,734.7
|
|
|
$
|
13,353.8
|
|
|
$
|
13,144.7
|
|
Total assets
|
|
$
|
38,307.7
|
|
|
$
|
36,409.2
|
|
|
$
|
33,328.8
|
|
|
$
|
39,899.9
|
|
|
$
|
33,986.1
|
|
Debt and capital lease obligations, including current portion
|
|
$
|
27,524.5
|
|
|
$
|
24,757.9
|
|
|
$
|
22,462.6
|
|
|
$
|
25,852.6
|
|
|
$
|
20,502.9
|
|
Total equity
|
|
$
|
2,085.1
|
|
|
$
|
2,931.4
|
|
|
$
|
3,457.7
|
|
|
$
|
6,497.1
|
|
|
$
|
6,494.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Year ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
in millions, except per share amounts
|
||||||||||||||||||
Summary Statement of Operations Data: (a)
|
|
|
||||||||||||||||||
Revenue
|
|
$
|
10,310.8
|
|
|
$
|
9,510.8
|
|
|
$
|
8,364.2
|
|
|
$
|
6,963.5
|
|
|
$
|
7,100.9
|
|
Operating income
|
|
$
|
1,983.1
|
|
|
$
|
1,818.4
|
|
|
$
|
1,393.6
|
|
|
$
|
904.1
|
|
|
$
|
752.8
|
|
Loss from continuing operations (b)
|
|
$
|
(572.3
|
)
|
|
$
|
(807.5
|
)
|
|
$
|
(953.7
|
)
|
|
$
|
(99.8
|
)
|
|
$
|
(694.0
|
)
|
Loss
from continuing operations attributable to LGI stockholders
|
|
$
|
(616.9
|
)
|
|
$
|
(846.1
|
)
|
|
$
|
(1,040.1
|
)
|
|
$
|
(274.7
|
)
|
|
$
|
(712.1
|
)
|
Basic and diluted
loss
from continuing operations attributable to LGI stockholders per share — Series A, Series B and Series C common stock
|
|
$
|
(2.31
|
)
|
|
$
|
(3.21
|
)
|
|
$
|
(4.11
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(2.26
|
)
|
(a)
|
We acquired
KBW
on December 15, 2011,
Aster
on September 16, 2011 and
Unitymedia KabelBW
on January 28, 2010. We sold
Austar
on May 23, 2012 and the
J:COM Disposal Group
on February 18, 2010. Accordingly, our summary statement of operations data presents the
J:COM Disposal Group
,
Austar
and a less significant entity as discontinued operations during the applicable periods. We also completed a number of less significant acquisitions during the years presented. For information regarding our acquisitions and dispositions during the past three years, see notes
3
and
4
to our consolidated financial statements.
|
(b)
|
Includes earnings from continuing operations attributable to noncontrolling interests of
$44.6 million
,
$38.6 million
,
$86.4 million
,
$174.9 million
and
$18.1 million
, respectively.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview.
This section provides a general description of our business and recent events.
|
•
|
Results of Operations.
This section provides an analysis of our results of operations for the years ended
December 31, 2012
,
2011
and
2010
.
|
•
|
Liquidity and Capital Resources.
This section provides an analysis of our corporate and subsidiary liquidity, consolidated cash flow statements and contractual commitments.
|
•
|
Critical Accounting Policies, Judgments and Estimates.
This section discusses those material accounting policies that contain uncertainties and require significant judgment in their application.
|
•
|
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.
|
(i)
|
organic declines in (a) subscription revenue in the Czech Republic and (b) overall revenue in Poland during the
fourth
quarter of
2012
, as compared to the
fourth
quarter of
2011
;
|
(ii)
|
organic declines in subscription revenue from (a) video services in Poland, Ireland, the Czech Republic and Hungary and (b) telephony services in Chile during the
fourth
quarter of
2012
, as compared to the
fourth
quarter of
2011
;
|
(iii)
|
organic declines in subscription revenue from video services in Poland during the
fourth
quarter of
2012
, as compared to the third quarter of
2012
;
|
(iv)
|
organic declines in (a) video RGUs in many of our markets during the
fourth
quarter of
2012
, as net declines in our analog cable RGUs exceeded net additions to our digital cable RGUs (including migrations from analog cable) in these markets and (b) telephony RGUs in the Czech Republic and Chile during the
fourth
quarter of
2012
;
|
(v)
|
organic declines in ARPU from broadband internet and telephony services in most of our broadband communications markets during the
fourth
quarter of
2012
, as compared to the
fourth
quarter of
2011
; and
|
(vi)
|
organic declines in overall ARPU in Ireland, Hungary, Slovakia, Austria, Poland, the Czech Republic and Romania during the
fourth
quarter of
2012
, as compared to the
fourth
quarter of
2011
.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
|
%
|
||||||||
|
in millions
|
|
|
|
|
||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
||||||||
Germany
|
$
|
2,311.0
|
|
|
$
|
1,450.0
|
|
|
$
|
861.0
|
|
|
59.4
|
|
|
13.4
|
|
The Netherlands
|
1,229.1
|
|
|
1,273.4
|
|
|
(44.3
|
)
|
|
(3.5
|
)
|
|
4.4
|
|
|||
Switzerland
|
1,259.8
|
|
|
1,282.6
|
|
|
(22.8
|
)
|
|
(1.8
|
)
|
|
3.7
|
|
|||
Other Western Europe
|
848.4
|
|
|
893.3
|
|
|
(44.9
|
)
|
|
(5.0
|
)
|
|
2.8
|
|
|||
Total Western Europe
|
5,648.3
|
|
|
4,899.3
|
|
|
749.0
|
|
|
15.3
|
|
|
6.6
|
|
|||
Central and Eastern Europe
|
1,115.7
|
|
|
1,122.5
|
|
|
(6.8
|
)
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|||
Central and other
|
115.7
|
|
|
122.7
|
|
|
(7.0
|
)
|
|
(5.7
|
)
|
|
2.9
|
|
|||
Total UPC/Unity Division
|
6,879.7
|
|
|
6,144.5
|
|
|
735.2
|
|
|
12.0
|
|
|
5.3
|
|
|||
Telenet (Belgium)
|
1,918.0
|
|
|
1,918.5
|
|
|
(0.5
|
)
|
|
—
|
|
|
8.1
|
|
|||
VTR (Chile)
|
940.6
|
|
|
889.0
|
|
|
51.6
|
|
|
5.8
|
|
|
6.4
|
|
|||
Corporate and other
|
655.8
|
|
|
645.2
|
|
|
10.6
|
|
|
1.6
|
|
|
1.5
|
|
|||
Intersegment eliminations
|
(83.3
|
)
|
|
(86.4
|
)
|
|
3.1
|
|
|
3.6
|
|
|
(4.5
|
)
|
|||
Total
|
$
|
10,310.8
|
|
|
$
|
9,510.8
|
|
|
$
|
800.0
|
|
|
8.4
|
|
|
5.7
|
|
|
Subscription
revenue (a)
|
|
Non-subscription
revenue (b)
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (c)
|
$
|
118.9
|
|
|
$
|
—
|
|
|
$
|
118.9
|
|
ARPU (d)
|
38.9
|
|
|
—
|
|
|
38.9
|
|
|||
Increase in non-subscription revenue (e)
|
—
|
|
|
36.6
|
|
|
36.6
|
|
|||
Organic increase
|
157.8
|
|
|
36.6
|
|
|
194.4
|
|
|||
Impact of the KBW Acquisition
|
756.3
|
|
|
96.2
|
|
|
852.5
|
|
|||
Impact of FX
|
(162.4
|
)
|
|
(23.5
|
)
|
|
(185.9
|
)
|
|||
Total
|
$
|
751.7
|
|
|
$
|
109.3
|
|
|
$
|
861.0
|
|
(a)
|
Germany’s subscription revenue includes revenue from multi-year bulk agreements with landlords, housing associations or with third parties that operate and administer the in-building networks on behalf of housing associations. These bulk agreements, which generally allow for the procurement of the basic video signals at volume-based discounts, provide access to nearly two-thirds of Germany’s video cable subscribers. During the three months ended
December 31, 2012
, Germany’s 20 largest bulk agreement accounts generated approximately 6% of its revenue (including estimated amounts billed directly to the building occupants for premium cable, broadband internet and telephony services). No assurance can be given that Germany’s bulk agreements will be renewed or extended on financially equivalent terms or at all, particularly in light of the commitments we made to regulators in connection with the
KBW Acquisition
. In this regard, we have, among other items, agreed to grant a special termination right with respect to Germany’s
Remedy HA Agreements
. The
Remedy HA Agreements
that remain subject to the special termination right (which include agreements that are not among the 20 largest bulk agreements) as of
December 31, 2012
accounted for approximately 1% of Germany’s total revenue during the three months ended
December 31, 2012
. For additional information, see note
3
to our consolidated financial statements.
|
(b)
|
Germany’s non-subscription revenue includes fees received for the carriage of certain channels included in Germany’s analog and digital cable offerings. This carriage fee revenue is subject to contracts that expire or are otherwise terminable by either party at various dates ranging from 2013 through 2017. The aggregate amount of revenue related to these carriage contracts represents approximately 6% of Germany’s total revenue during the three months ended
December 31, 2012
. Public broadcasters representing approximately 20% of Germany’s carriage fee revenue for the three months ended
December 31, 2012
have sent us notices purporting to terminate these carriage fee arrangements effective
December 31, 2012
. While we are still seeking to negotiate with the public broadcasters to reach acceptable agreements, we have rejected the termination notices and filed law suits for payment of carriage fees against the public broadcasters. Until such time as we resolve these disputes or obtain favorable outcomes in our law suits, we don’t believe we will meet the criteria to recognize revenue from the public broadcasters in 2013 and future periods. In addition, some private broadcasters are seeking to change the distribution model to eliminate the payment of carriage fees and instead require that cable operators pay license fees to the broadcasters. In light of the foregoing, no assurance can be given that any of our carriage fee contracts will be renewed or extended on financially equivalent terms, or at all. Also, our ability to increase the aggregate carriage fees that Germany receives for each channel is limited by certain commitments we made to regulators in connection with the
KBW Acquisition
. For additional information, see note
3
to our consolidated financial statements.
|
(c)
|
The increase in Germany’s subscription revenue related to a change in the average number of
RGU
s is attributable to increases in the average numbers of broadband internet, telephony and digital cable
RGU
s that were only partially offset by a decline in the average number of analog cable
RGU
s. The decline in Germany’s average number of analog cable
RGU
s led to a decline in the average number of total video
RGU
s during 2012, as compared to 2011.
|
(d)
|
The increase in Germany’s subscription revenue related to a change in
ARPU
is due to (i) an improvement in
RGU
mix, attributable to higher proportions of telephony, broadband internet and digital cable
RGU
s, and (ii) a net increase resulting primarily from the following factors: (a) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans, (b) higher
ARPU
from digital cable services, (c) higher
ARPU
from broadband internet services, (d) higher
ARPU
due to a lower negative impact from free bundled services provided to new subscribers during promotional periods and (e) lower
ARPU
due to higher proportions of customers receiving discounted analog cable services through
|
(e)
|
The increase in Germany’s non-subscription revenue is primarily attributable to (i) an increase in installation revenue, due to a higher number of installations and an increase in the average installation fee, (ii) an increase in mobile services revenue, (iii) an increase in interconnect revenue and (iv) an increase in network usage revenue, most of which relates to the settlement of prior year amounts.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
40.7
|
|
|
$
|
—
|
|
|
$
|
40.7
|
|
ARPU (b)
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
7.4
|
|
|
7.4
|
|
|||
Organic increase
|
48.4
|
|
|
7.4
|
|
|
55.8
|
|
|||
Impact of an acquisition
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||
Impact of FX
|
(91.3
|
)
|
|
(9.7
|
)
|
|
(101.0
|
)
|
|||
Total
|
$
|
(42.0
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(44.3
|
)
|
(a)
|
The increase in the Netherlands’ subscription revenue related to a change in the average number of
RGU
s is attributable to increases in the average numbers of telephony, digital cable and broadband internet
RGU
s that were only partially offset by a decline in the average number of analog cable
RGU
s. The decline in the average number of analog cable
RGU
s in the Netherlands led to a decline in the average number of total video
RGU
s during 2012, as compared to 2011.
|
(b)
|
The increase in the Netherlands’ subscription revenue related to a change in
ARPU
is due to the net effect of (i) an improvement in
RGU
mix, attributable to higher proportions of digital cable, broadband internet and telephony
RGU
s, and (ii) a net decrease resulting primarily from the following factors: (a) lower
ARPU
due to a decrease in telephony call volume, including the impact of higher proportions of customers selecting usage-based calling plans, (b) lower
ARPU
due to the impact of bundling and promotional discounts and (c) higher
ARPU
due to January 2012 price increases for certain video services and, to a lesser extent, July 2012 price increases for bundled services.
|
(c)
|
The increase in the Netherlands’ non-subscription revenue is primarily attributable to the net effect of (i) an increase in
B2B
revenue, (ii) an increase in revenue from late charges, (iii) an increase in installation revenue and (iv) a decrease in interconnect revenue, due primarily to the impact of an August 1, 2012 reduction in fixed termination rates.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
41.0
|
|
|
$
|
—
|
|
|
$
|
41.0
|
|
ARPU (b)
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
2.8
|
|
|
2.8
|
|
|||
Organic increase
|
44.9
|
|
|
2.8
|
|
|
47.7
|
|
|||
Impact of acquisitions
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|||
Impact of FX
|
(63.4
|
)
|
|
(11.5
|
)
|
|
(74.9
|
)
|
|||
Total
|
$
|
(14.1
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
(22.8
|
)
|
(a)
|
The increase in Switzerland’s subscription revenue related to a change in the average number of
RGU
s is attributable to increases in the average numbers of digital cable, broadband internet and telephony
RGU
s that were only partially offset by a decline in the average number of analog cable
RGU
s. The decline in the average number of Switzerland’s analog cable
RGU
s led to a decline in the average number of total video
RGU
s during 2012, as compared to 2011.
|
(b)
|
The increase in Switzerland’s subscription revenue related to a change in
ARPU
is due to the net effect of (i) an improvement in
RGU
mix, attributable to higher proportions of digital cable, broadband internet and telephony
RGU
s, and (ii) a net decrease resulting primarily from the following factors: (a) higher
ARPU
due to higher proportions of customers selecting higher-priced tiers of broadband internet services and, to a lesser extent, digital cable services, (b) lower
ARPU
due to the impact of bundling discounts and (c) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans.
|
(c)
|
The increase in Switzerland’s non-subscription revenue is attributable to the net effect of (i) an increase in installation revenue, (ii) a decline in revenue from usage-based wholesale residential telephony services and (iii) a net increase resulting from various individually insignificant changes. In addition,
B2B
revenue remained relatively unchanged during 2012, as lower revenue from construction and equipment sales was offset by growth in
B2B
broadband internet and telephony services.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase (decrease) in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
56.9
|
|
|
$
|
—
|
|
|
$
|
56.9
|
|
ARPU (b)
|
(35.0
|
)
|
|
—
|
|
|
(35.0
|
)
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
2.7
|
|
|
2.7
|
|
|||
Organic increase
|
21.9
|
|
|
2.7
|
|
|
24.6
|
|
|||
Impact of FX
|
(61.3
|
)
|
|
(8.2
|
)
|
|
(69.5
|
)
|
|||
Total
|
$
|
(39.4
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
(44.9
|
)
|
(a)
|
The increase in Other Western Europe’s subscription revenue related to a change in the average number of
RGU
s is attributable to increases in the average numbers of telephony, broadband internet and digital cable
RGU
s in each of Ireland and Austria that were only partially offset by a decline in the average number of analog cable
RGU
s in each of Austria and Ireland and, to a lesser extent,
MMDS
video
RGU
s in Ireland. The declines in the average numbers of analog cable and
MMDS
video
RGU
s led to a decline in the average number of total video
RGU
s in each of Ireland and Austria during 2012, as compared to 2011.
|
(b)
|
The decrease in Other Western Europe’s subscription revenue related to a change in
ARPU
is attributable to a decrease in
ARPU
in each of Ireland and Austria. The decrease in Ireland’s
ARPU
is mostly due to (i) lower
ARPU
due to the impact of bundling discounts, (ii) lower
ARPU
from digital cable services and (iii) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans, including the impact of higher proportions of customers selecting usage-based calling plans. The decrease in Austria’s
ARPU
is primarily due to (a) lower
ARPU
due to the impact of bundling discounts, (b) lower
ARPU
due to a higher proportion of customers selecting lower-priced tiers of broadband internet services, (c) higher
ARPU
due to the third quarter 2011 implementation of an additional charge for broadband internet services and (d) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans. In addition, Other Western Europe’s overall
ARPU
was impacted by adverse changes in
RGU
mix, primarily attributable to a lower proportion of digital cable
RGU
s in Ireland.
|
(c)
|
The increase in Other Western Europe’s non-subscription revenue is due primarily to the net effect of (i) an increase in installation revenue in each of Austria and Ireland and (ii) a decline in
B2B
revenue, as a decrease in revenue from
B2B
broadband internet and telephony services in Austria was only partially offset by an increase in revenue from
B2B
telephony services in Ireland.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase (decrease) in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
29.1
|
|
|
$
|
—
|
|
|
$
|
29.1
|
|
ARPU (b)
|
(34.7
|
)
|
|
—
|
|
|
(34.7
|
)
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
2.4
|
|
|
2.4
|
|
|||
Organic increase (decrease)
|
(5.6
|
)
|
|
2.4
|
|
|
(3.2
|
)
|
|||
Impact of acquisitions
|
99.9
|
|
|
15.0
|
|
|
114.9
|
|
|||
Impact of FX
|
(108.2
|
)
|
|
(10.3
|
)
|
|
(118.5
|
)
|
|||
Total
|
$
|
(13.9
|
)
|
|
$
|
7.1
|
|
|
$
|
(6.8
|
)
|
(a)
|
The increase in Central and Eastern Europe’s subscription revenue related to a change in the average number of
RGU
s is primarily attributable to increases in the average numbers of digital cable, telephony and broadband internet
RGU
s that were only partially offset by declines in the average numbers of analog cable and, to a much lesser extent,
MMDS
video
RGU
s in Slovakia. In each country within our Central and Eastern Europe segment, a decline in the average number of analog cable
RGU
s led to a decline in the average number of total video
RGU
s during 2012, as compared to 2011.
|
(b)
|
The decrease in Central and Eastern Europe’s subscription revenue related to a change in
ARPU
is primarily due to (i) lower
ARPU
due to increases in the proportions of video, broadband internet and telephony subscribers selecting lower-priced tiers of services, (ii) lower
ARPU
due to the impact of higher bundling discounts and (iii) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans. In addition, Central and Eastern Europe’s overall
ARPU
was positively impacted by an improvement in
RGU
mix, primarily attributable to a higher proportion of digital cable and, to a lesser extent, broadband internet
RGU
s.
|
(c)
|
The increase in Central and Eastern Europe’s non-subscription revenue is due primarily to the net effect of (i) an increase in sales of customer premises equipment, primarily in the Czech Republic, (ii) a decrease in installation revenue, primarily in Poland, and (iii) a net increase resulting from individually insignificant changes in other non-subscription revenue categories.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
29.7
|
|
|
$
|
—
|
|
|
$
|
29.7
|
|
ARPU (b)
|
56.2
|
|
|
—
|
|
|
56.2
|
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
69.9
|
|
|
69.9
|
|
|||
Organic increase
|
85.9
|
|
|
69.9
|
|
|
155.8
|
|
|||
Impact of FX
|
(127.2
|
)
|
|
(29.1
|
)
|
|
(156.3
|
)
|
|||
Total
|
$
|
(41.3
|
)
|
|
$
|
40.8
|
|
|
$
|
(0.5
|
)
|
(a)
|
The increase in
Telenet
’s subscription revenue related to a change in the average number of
RGU
s is attributable to increases in the average numbers of digital cable, broadband internet and telephony
RGU
s that were only partially offset by a decline in the average number of analog cable
RGU
s. The decline in the average number of
Telenet
’s analog cable
RGU
s led to a decline in the average number of total video
RGU
s during 2012, as compared to 2011.
|
(b)
|
The increase in
Telenet
’s subscription revenue related to a change in
ARPU
is due to the net effect of (i) an improvement in
RGU
mix, attributable to higher proportions of digital cable, broadband internet and telephony
RGU
s, and
(ii) a net decrease resulting primarily from the following factors: (a) lower
ARPU
due to an increase in the proportion of customers selecting lower-priced tiers of broadband internet services, (b) higher
ARPU
due to October 2011 price increases for certain analog and digital cable services and an August 2011 price increase for certain broadband internet services, (c) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based plans and the negative impact of higher proportions of customers migrating to fixed-rate calling plans and (d) higher
ARPU
from digital cable services, due in part to an increase in the number of subscribers to
Telenet
’s premium sporting channel following the third quarter 2011 acquisition of certain Belgian football (soccer) rights. In addition, Telenet’s subscription revenue and
ARPU
were positively impacted by a nonrecurring adjustment during the fourth quarter of 2012 to recognize $6.3 million of revenue following the implementation of billing system improvements. Most of this nonrecurring adjustment relates to revenue earned in prior years.
|
(c)
|
The increase in
Telenet
’s non-subscription revenue is due primarily to (i) an increase in mobile services revenue of $38.5 million, (ii) an increase in interconnect revenue of $21.2 million, primarily associated with growth in mobile services, and (iii) an increase in mobile handset sales of $10.3 million. The increase in
Telenet
’s mobile handset sales, which sales typically generate relatively low margins, is primarily due to an increase in sales to third-party retailers.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
38.9
|
|
|
$
|
—
|
|
|
$
|
38.9
|
|
ARPU (b)
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
15.5
|
|
|
15.5
|
|
|||
Organic increase
|
41.5
|
|
|
15.5
|
|
|
57.0
|
|
|||
Impact of FX
|
(5.0
|
)
|
|
(0.4
|
)
|
|
(5.4
|
)
|
|||
Total
|
$
|
36.5
|
|
|
$
|
15.1
|
|
|
$
|
51.6
|
|
(a)
|
The increase in the
VTR Group
’s subscription revenue related to a change in the average number of
RGU
s is primarily due to increases in the average numbers of digital cable, broadband internet and telephony
RGU
s that were only partially offset by a decline in the average numbers of analog cable
RGU
s.
|
(b)
|
The increase in the
VTR Group
’s subscription revenue related to a change in
ARPU
is primarily due to the positive impact of an improvement in
RGU
mix, attributable to a higher proportion of digital cable
RGU
s. Excluding the positive impact related to
RGU
mix,
ARPU
remained relatively unchanged due to the net effect of the following factors: (i) higher
ARPU
from digital cable services, (ii) higher
ARPU
due to semi-annual inflation and other price adjustments for video, broadband internet and telephony services, (iii) lower
ARPU
due to the impact of promotional and bundling discounts and (iv) lower
ARPU
from telephony services, due in part to the net effect of (a) the negative impact of a lower volume of calls subject to usage-based charges and (b) the positive impact of a higher proportion of customers on fixed-rate calling plans.
|
(c)
|
The increase in the
VTR Group
’s non-subscription revenue is attributable to the net effect of (i) the May 2012 launch of mobile services by
VTR Wireless
and (ii) decreases in installation and interconnect revenue at
VTR
.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||
|
2011
|
|
2010
|
|
$
|
|
%
|
|
%
|
||||||||
|
in millions
|
|
|
|
|
||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
||||||||
Germany
|
$
|
1,450.0
|
|
|
$
|
1,146.6
|
|
|
$
|
303.4
|
|
|
26.5
|
|
|
9.0
|
|
The Netherlands
|
1,273.4
|
|
|
1,156.8
|
|
|
116.6
|
|
|
10.1
|
|
|
5.0
|
|
|||
Switzerland
|
1,282.6
|
|
|
1,067.6
|
|
|
215.0
|
|
|
20.1
|
|
|
2.2
|
|
|||
Other Western Europe
|
893.3
|
|
|
829.5
|
|
|
63.8
|
|
|
7.7
|
|
|
2.7
|
|
|||
Total Western Europe
|
4,899.3
|
|
|
4,200.5
|
|
|
698.8
|
|
|
16.6
|
|
|
4.9
|
|
|||
Central and Eastern Europe
|
1,122.5
|
|
|
1,001.5
|
|
|
121.0
|
|
|
12.1
|
|
|
1.5
|
|
|||
Central and other
|
122.7
|
|
|
108.6
|
|
|
14.1
|
|
|
13.0
|
|
|
7.7
|
|
|||
Total UPC/Unity Division
|
6,144.5
|
|
|
5,310.6
|
|
|
833.9
|
|
|
15.7
|
|
|
4.3
|
|
|||
Telenet (Belgium)
|
1,918.5
|
|
|
1,727.2
|
|
|
191.3
|
|
|
11.1
|
|
|
5.7
|
|
|||
VTR Group (Chile)
|
889.0
|
|
|
798.2
|
|
|
90.8
|
|
|
11.4
|
|
|
5.7
|
|
|||
Corporate and other
|
645.2
|
|
|
608.6
|
|
|
36.6
|
|
|
6.0
|
|
|
1.8
|
|
|||
Intersegment eliminations
|
(86.4
|
)
|
|
(80.4
|
)
|
|
(6.0
|
)
|
|
(7.5
|
)
|
|
(2.3
|
)
|
|||
Total
|
$
|
9,510.8
|
|
|
$
|
8,364.2
|
|
|
$
|
1,146.6
|
|
|
13.7
|
|
|
4.6
|
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
73.7
|
|
|
$
|
—
|
|
|
$
|
73.7
|
|
ARPU (b)
|
11.2
|
|
|
—
|
|
|
11.2
|
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
18.2
|
|
|
18.2
|
|
|||
Organic increase
|
84.9
|
|
|
18.2
|
|
|
103.1
|
|
|||
Impact of acquisitions
|
111.9
|
|
|
14.8
|
|
|
126.7
|
|
|||
Impact of FX
|
64.8
|
|
|
8.8
|
|
|
73.6
|
|
|||
Total
|
$
|
261.6
|
|
|
$
|
41.8
|
|
|
$
|
303.4
|
|
(a)
|
The increase in Germany’s subscription revenue related to a change in the average number of
RGU
s is attributable to increases in the average numbers of broadband internet, telephony and digital cable
RGU
s that were only partially offset by a decline in the average number of analog cable
RGU
s. The decline in Germany’s average number of analog cable
RGU
s led to a decline in the average number of total video
RGU
s in Germany during 2011, as compared to 2010.
|
(b)
|
The increase in Germany’s subscription revenue related to a change in
ARPU
is due to an improvement in
RGU
mix, attributable to higher proportions of telephony, digital cable and broadband internet
RGU
s, that was only partially offset by a net decrease resulting primarily from the following factors: (i) lower
ARPU
due to the impact of free bundled services provided to new subscribers during promotional periods, (ii) lower
ARPU
due to a higher proportion of customers receiving discounted analog cable services through bulk agreements and (iii) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans.
|
(c)
|
The increase in Germany’s non-subscription revenue is primarily attributable to increases in (i) installation revenue, primarily due to a higher number of
RGU
additions, (ii) interconnect revenue, primarily due to growth in Germany’s telephony services and (iii) channel carriage fees.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
41.1
|
|
|
$
|
—
|
|
|
$
|
41.1
|
|
ARPU (b)
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|||
Decrease in non-subscription revenue (c)
|
—
|
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||
Organic increase (decrease)
|
58.9
|
|
|
(1.4
|
)
|
|
57.5
|
|
|||
Impact of FX
|
53.7
|
|
|
5.4
|
|
|
59.1
|
|
|||
Total
|
$
|
112.6
|
|
|
$
|
4.0
|
|
|
$
|
116.6
|
|
(a)
|
The increase in the Netherlands’ subscription revenue related to a change in the average number of
RGU
s is attributable to increases in the average numbers of digital cable, telephony and broadband internet
RGU
s that were only partially offset by a decline in the average number of analog cable
RGU
s. The decline in the Netherlands’ average number of analog cable
RGU
s led to a decline in the average number of total video
RGU
s in the Netherlands during 2011, as compared to 2010.
|
(b)
|
The increase in the Netherlands’ subscription revenue related to a change in
ARPU
is due to an improvement in
RGU
mix, attributable to higher proportions of digital cable, broadband internet and telephony
RGU
s, that was only partially offset by a net decrease resulting primarily from the following factors: (i) lower
ARPU
due to a decrease in telephony call volume, including the impact of customers moving from usage-based to fixed-rate calling plans, (ii) lower
ARPU
due to an increase in the proportion of customers selecting lower-priced tiers of broadband internet services and (iii) higher
ARPU
due to January 2011 price increases for certain video, broadband internet and telephony services.
|
(c)
|
The decrease in the Netherlands’ non-subscription revenue is attributable to the net impact of (i) an increase in
B2B
revenue, due primarily to growth in
B2B
telephony and broadband internet services, and (ii) a net decrease resulting from individually insignificant changes in other non-subscription revenue categories.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
11.3
|
|
|
$
|
—
|
|
|
$
|
11.3
|
|
ARPU (b)
|
11.4
|
|
|
—
|
|
|
11.4
|
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|||
Organic increase
|
22.7
|
|
|
0.5
|
|
|
23.2
|
|
|||
Impact of FX
|
162.0
|
|
|
29.8
|
|
|
191.8
|
|
|||
Total
|
$
|
184.7
|
|
|
$
|
30.3
|
|
|
$
|
215.0
|
|
(a)
|
The increase in Switzerland’s subscription revenue related to a change in Switzerland’s average number of
RGU
s is attributable to increases in the average numbers of digital cable, broadband internet and telephony
RGU
s that were only partially offset by a decrease in the average number of analog cable
RGU
s. The decline in the average numbers of Switzerland’s analog cable
RGU
s led to a decline in the average number of total video
RGU
s in Switzerland during 2011, as compared to 2010.
|
(b)
|
The increase in Switzerland’s subscription revenue related to a change in
ARPU
is due to an improvement in
RGU
mix, attributable to higher proportions of digital cable, broadband internet and telephony
RGU
s, that was only partially offset by a net decrease resulting primarily from the following factors: (i) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans, (ii) lower
ARPU
from broadband internet services, (iii) higher
ARPU
due to price increases implemented in January 2011 and the second half of 2010 for certain analog and digital cable services and (iv) higher
ARPU
from digital cable services.
|
(c)
|
The increase in Switzerland’s non-subscription revenue is primarily attributable to the net impact of (i) an increase in installation revenue, (ii) a decline in
B2B
revenue and (iii) higher revenue from the sale of customer premises equipment. The higher revenue from customer premises equipment sales is due largely to the second quarter 2010 introduction of common interface plus (
CI+
) modules, which enable authorized customers with CI+ enabled televisions to view our digital cable service without a set-top box. The decline in
B2B
revenue is due primarily to lower revenue of $8.0 million or 34.9% from construction and equipment sales that was only partially offset by modest growth in
B2B
telephony and broadband internet services.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase (decrease) in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
46.6
|
|
|
$
|
—
|
|
|
$
|
46.6
|
|
ARPU (b)
|
(20.5
|
)
|
|
—
|
|
|
(20.5
|
)
|
|||
Decrease in non-subscription revenue (c)
|
—
|
|
|
(3.6
|
)
|
|
(3.6
|
)
|
|||
Organic increase (decrease)
|
26.1
|
|
|
(3.6
|
)
|
|
22.5
|
|
|||
Impact of FX
|
35.8
|
|
|
5.5
|
|
|
41.3
|
|
|||
Total
|
$
|
61.9
|
|
|
$
|
1.9
|
|
|
$
|
63.8
|
|
(a)
|
The increase in Other Western Europe’s subscription revenue related to a change in the average number of
RGU
s is attributable to increases in the average numbers of telephony, broadband internet and digital cable
RGU
s in each of Ireland and Austria that were only partially offset by decreases in the average numbers of analog cable
RGU
s in each of Ireland and Austria and, to a lesser extent,
MMDS
video
RGU
s in Ireland. The declines in the average numbers of analog cable and
MMDS
video
RGU
s led to declines in the average numbers of total video
RGU
s in both Ireland and Austria during 2011, as compared to 2010.
|
(b)
|
The decrease in Other Western Europe’s subscription revenue related to a change in
ARPU
is primarily attributable to a decrease in
ARPU
in Austria, as
ARPU
in Ireland declined only slightly during 2011, as compared to 2010. The decrease in Austria’s overall
ARPU
is primarily due to the net effect of (i) lower
ARPU
due to a higher proportion of customers selecting lower-priced tiers of broadband internet services, (ii) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans and a higher proportion of customers selecting such usage-based calling plans and (iii) higher
ARPU
due to the third quarter 2011 implementation of an additional charge for broadband internet services. Ireland’s overall
ARPU
declined slightly during 2011, as compared to 2010, primarily due to the net impact of the following factors: (a) higher
ARPU
due to January 2011 price increases for certain digital and broadband internet services and (b) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans and a higher proportion of customers selecting such usage-based calling plans. In addition, Other Western Europe’s overall
ARPU
was slightly impacted by adverse changes in
RGU
mix in both Austria and Ireland.
|
(c)
|
The decrease in Other Western Europe’s non-subscription revenue is due primarily to (i) a decrease in
B2B
revenue and (ii) a net decrease resulting from individually insignificant changes in other non-subscription revenue categories. The decrease in
B2B
revenue is primarily attributable to the net effect of (a) growth in Ireland’s
B2B
broadband internet services, (b) a decrease in Austria’s
B2B
broadband internet and telephony services and (iii) a decrease resulting from the impact of a first quarter 2010 favorable settlement with the incumbent telecommunications operator in Austria.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase (decrease) in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
23.7
|
|
|
$
|
—
|
|
|
$
|
23.7
|
|
ARPU (b)
|
(13.9
|
)
|
|
—
|
|
|
(13.9
|
)
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
5.4
|
|
|
5.4
|
|
|||
Organic increase
|
9.8
|
|
|
5.4
|
|
|
15.2
|
|
|||
Impact of acquisitions
|
47.6
|
|
|
17.9
|
|
|
65.5
|
|
|||
Impact of FX
|
36.8
|
|
|
3.5
|
|
|
40.3
|
|
|||
Total
|
$
|
94.2
|
|
|
$
|
26.8
|
|
|
$
|
121.0
|
|
(a)
|
The increase in Central and Eastern Europe’s subscription revenue related to a change in the average number of
RGU
s is primarily attributable to increases in the average numbers of digital cable (mostly in Poland, Hungary and Romania), broadband internet (mostly in Poland, Hungary and the Czech Republic) and telephony
RGU
s (mainly in Poland and Hungary) that were only partially offset by declines in the average numbers of analog cable and, to a much lesser extent,
MMDS
video
RGU
s. The declines in the average numbers of analog cable
RGU
s led to declines in the average numbers of total video
RGU
s in each country within our Central and Eastern Europe segment during 2011, as compared to 2010.
|
(b)
|
The decrease in Central and Eastern Europe’s subscription revenue related to a change in
ARPU
is primarily due to the following factors: (i) lower
ARPU
due to increases in the proportions of video, broadband internet and telephony subscribers selecting lower-priced tiers of services and (ii) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based calling plans. The impacts of these negative factors were partially offset by an improvement in Central and Eastern Europe’s
RGU
mix, primarily attributable to higher proportions of digital cable and broadband internet
RGU
s.
|
(c)
|
The increase in Central and Eastern Europe’s non-subscription revenue is primarily attributable to an increase in
B2B
revenue, largely driven by growth in
B2B
broadband internet and telephony services in the Czech Republic and Poland.
|
|
Subscription
revenue (a)
|
|
Non-subscription
revenue (a)
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (b)
|
$
|
31.8
|
|
|
$
|
—
|
|
|
$
|
31.8
|
|
ARPU (c)
|
34.9
|
|
|
—
|
|
|
34.9
|
|
|||
Increase in non-subscription revenue (d)
|
—
|
|
|
31.8
|
|
|
31.8
|
|
|||
Organic increase
|
66.7
|
|
|
31.8
|
|
|
98.5
|
|
|||
Impact of an acquisition
|
—
|
|
|
4.1
|
|
|
4.1
|
|
|||
Impact of FX
|
74.1
|
|
|
14.6
|
|
|
88.7
|
|
|||
Total
|
$
|
140.8
|
|
|
$
|
50.5
|
|
|
$
|
191.3
|
|
(a)
|
The organic increase in
Telenet
’s subscription and non-subscription revenue is net of decreases of $7.6 million and $3.7 million, respectively, that resulted from a change from gross to net presentation of revenue and expenses related to certain premium text messaging and calling services due to a legislative action that became effective in January 2011. As a result of this legislative action,
Telenet
now acts as an agent, as opposed to a principal, in these transactions.
|
(b)
|
The increase in
Telenet
’s subscription revenue related to a change in the average number of
RGU
s is attributable to increases in the average numbers of digital cable, broadband internet and telephony
RGU
s that were only partially offset by a decline in the average number of analog cable
RGU
s. The decline in the average number of analog cable
RGU
s led to a decline in the average number of total video
RGU
s during 2011, as compared to 2010.
|
(c)
|
The increase in
Telenet
’s subscription revenue related to a change in
ARPU
is due to an improvement in
RGU
mix, attributable to higher proportions of digital cable, broadband internet and telephony
RGU
s, that was only partially offset by a net decrease resulting primarily from the following factors: (i) higher
ARPU
due to February 2010 price increases for certain analog and digital cable services and an August 2011 price increase for certain broadband internet services, (ii) lower
ARPU
due to an increase in the proportions of customers selecting lower-priced tiers of broadband internet services, (iii) lower
ARPU
due to a decrease in telephony call volume for customers on usage-based plans and (iv) higher
ARPU
from digital cable services.
|
(d)
|
The increase in
Telenet
’s non-subscription revenue is due primarily to (i) an increase in mobile services revenue of $22.5 million, (ii) an increase in interconnect revenue, as higher interconnect revenue associated with growth in mobile and fixed telephony services more than offset lower revenue associated with a decline in mobile termination rates, and (iii) an increase in revenue from
B2B
services. These increases were partially offset by a decrease in installation revenue,
primarily attributable to a lower number of
RGU
additions and increased promotional discounts.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
30.2
|
|
|
$
|
—
|
|
|
$
|
30.2
|
|
ARPU (b)
|
14.5
|
|
|
—
|
|
|
14.5
|
|
|||
Increase in non-subscription revenue (c)
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|||
Organic increase
|
44.7
|
|
|
0.8
|
|
|
45.5
|
|
|||
Impact of FX
|
41.3
|
|
|
4.0
|
|
|
45.3
|
|
|||
Total
|
$
|
86.0
|
|
|
$
|
4.8
|
|
|
$
|
90.8
|
|
(a)
|
The increase in the
VTR Group
’s subscription revenue related to a change in the average number of
RGU
s is primarily due to increases in the average numbers of digital cable, broadband internet and telephony
RGU
s that were only partially offset by a decline in the average number of analog cable
RGU
s.
|
(b)
|
The increase in the
VTR Group
’s subscription revenue related to a change in
ARPU
is due to (i) an improvement in
RGU
mix, primarily attributable to a higher proportion of digital cable
RGU
s, and (ii) a net increase resulting primarily from the following factors: (a) higher
ARPU
due to inflation and other price adjustments, (b) lower
ARPU
from broadband internet services, (c) higher
ARPU
resulting from the estimated $4.3 million of revenue that was lost during the first quarter of 2010 as a result of an earthquake and tsunami in Chile and (d) higher
ARPU
from digital cable services.
|
(c)
|
The increase in the
VTR Group
’s non-subscription revenue is primarily attributable to higher advertising revenue that was only partially offset by lower interconnect and installation revenue.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
|
%
|
||||||||
|
in millions
|
|
|
|
|
||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
||||||||
Germany
|
$
|
548.3
|
|
|
$
|
320.5
|
|
|
$
|
227.8
|
|
|
71.1
|
|
|
12.4
|
|
The Netherlands
|
354.5
|
|
|
375.4
|
|
|
(20.9
|
)
|
|
(5.6
|
)
|
|
2.1
|
|
|||
Switzerland
|
359.8
|
|
|
372.0
|
|
|
(12.2
|
)
|
|
(3.3
|
)
|
|
2.2
|
|
|||
Other Western Europe
|
323.6
|
|
|
348.7
|
|
|
(25.1
|
)
|
|
(7.2
|
)
|
|
0.4
|
|
|||
Total Western Europe
|
1,586.2
|
|
|
1,416.6
|
|
|
169.6
|
|
|
12.0
|
|
|
4.0
|
|
|||
Central and Eastern Europe
|
418.4
|
|
|
435.2
|
|
|
(16.8
|
)
|
|
(3.9
|
)
|
|
(3.0
|
)
|
|||
Central and other
|
108.4
|
|
|
103.7
|
|
|
4.7
|
|
|
4.5
|
|
|
14.1
|
|
|||
Total UPC/Unity Division
|
2,113.0
|
|
|
1,955.5
|
|
|
157.5
|
|
|
8.1
|
|
|
3.0
|
|
|||
Telenet (Belgium)
|
734.5
|
|
|
704.9
|
|
|
29.6
|
|
|
4.2
|
|
|
12.5
|
|
|||
VTR Group (Chile)
|
442.4
|
|
|
381.2
|
|
|
61.2
|
|
|
16.1
|
|
|
16.7
|
|
|||
Corporate and other
|
398.6
|
|
|
407.0
|
|
|
(8.4
|
)
|
|
(2.1
|
)
|
|
(0.1
|
)
|
|||
Intersegment eliminations
|
(79.6
|
)
|
|
(84.5
|
)
|
|
4.9
|
|
|
5.8
|
|
|
(2.1
|
)
|
|||
Total operating expenses excluding stock-based compensation expense
|
3,608.9
|
|
|
3,364.1
|
|
|
244.8
|
|
|
7.3
|
|
|
6.2
|
|
|||
Stock-based compensation expense
|
8.6
|
|
|
15.3
|
|
|
(6.7
|
)
|
|
(43.8
|
)
|
|
|
||||
Total
|
$
|
3,617.5
|
|
|
$
|
3,379.4
|
|
|
$
|
238.1
|
|
|
7.0
|
|
|
|
•
|
An increase in programming and related costs of $51.1 million or 8.7%, primarily due to growth in digital video services, predominantly in Germany, Switzerland, Austria and the Netherlands. The increase in programming and related costs also reflects a decrease of
$7.3 million due to the net impact of accrual releases in Germany and the Netherlands during 2012 and 2011, and Poland in the fourth quarter of 2012. These accrual releases primarily relate to the settlement or reassessment of operational contingencies;
|
•
|
An increase in network-related expenses of $24.5 million or 9.3%, primarily due to (i) increased network maintenance costs, primarily in Germany and Poland, (ii) higher costs associated with the refurbishment of customer premises equipment, primarily in Germany, (iii) higher duct and pole rental costs, primarily in Germany and Romania, with the higher costs in Germany primarily attributable to the negative impact of a fourth quarter 2011 settlement of an operational contingency, (iv) higher energy costs in Germany due in part to the release of accruals in connection with the settlement of operational contingencies during the second and fourth quarters of 2011, (v) increased encryption costs, due largely to increased numbers of installed digital set-top boxes, primarily in Switzerland and Germany, and (vi) higher costs of $1.4 million due to the net impact of settlements in 2012 and 2011 of claims for costs incurred in connection with faulty customer premises equipment, primarily in the Netherlands, Switzerland and Poland. In addition, in the UPC/Unity Division’s central operations, the impact of a fourth quarter 2011 settlement of a dispute with a third party contributed $2.8 million to the overall increase in network-related expenses;
|
•
|
An increase in outsourced labor and professional fees of $11.7 million or 6.3%, primarily due to the net effect of (i) higher call center costs in Germany, primarily attributable to an increase in call volumes, (ii) higher outsourced labor costs associated with customer-facing activities in Germany, Ireland and Switzerland and (iii) lower call center costs in Switzerland;
|
•
|
A decrease in bad debt and collection expenses of $8.1 million or 11.5%, primarily in Poland, the Czech Republic, Ireland and Austria. The decrease in bad debt and collection expenses is largely attributable to (i) improved collection experience and (ii) the $2.6 million impact of a nonrecurring increase to bad debt expense that was recorded in the Netherlands during the first quarter of 2011;
|
•
|
An increase in personnel costs of $5.8 million or 1.5%, primarily due to (i) annual wage increases, with the largest impacts occurring in the Netherlands, Germany, Switzerland and Austria, and (ii) increased staffing levels in the
UPC/Unity Division
’s central operations and the Netherlands. The increased staffing levels in the
UPC/Unity Division
’s central operations are due in part to increased numbers of strategic initiatives;
|
•
|
A decrease in information technology-related expenses of $3.4 million or 39%, due in part to costs incurred in 2011 associated with a billing system implementation in the Czech Republic;
|
•
|
A decrease of $1.9 million associated with lower taxes in Hungary. This decrease represents the net effect of (i) a decrease attributable to a change in our approach to determining the
2010 Hungarian Telecom Tax
that was implemented on a retroactive basis during the second quarter of 2012 and (ii) an increase attributable to the initiation of the
2012 Hungarian Telecom Tax
in July 2012. For additional information regarding the
2012 Hungarian Telecom Tax
and the
2010 Hungarian Telecom Tax
, see
Discussion and Analysis of our Reportable Segments - General
; and
|
•
|
A net decrease resulting from individually insignificant changes in other operating expense categories.
|
•
|
An increase in mobile costs of $36.6 million, due primarily to (i) higher costs associated with subscriber promotions involving free or heavily-discounted handsets and (ii) increased mobile handset sales to third-party retailers;
|
•
|
An increase in programming and related costs of $32.3 million or 15.1%, due primarily to (i) a $25.3 million increase resulting from
Telenet
’s acquisition of the rights to broadcast certain Belgian football (soccer) matches for the three years that began in the third quarter of 2011 and (ii) an increase due to growth in other digital video services. The increase in programming and related costs also reflects a $2.3 million decrease due to the impact of an accrual release during the fourth quarter of 2012 related to the settlement of an operational contingency;
|
•
|
An increase in interconnect costs of $18.3 million or 22.2%, due primarily to the net effect of (i) subscriber growth, (ii) increased mobile voice and data volumes and (iii) lower mobile termination rates;
|
•
|
An increase in costs of $10.0 million associated with a campaign to retain customers following the move of certain channels from the analog to the basic digital channel package. This campaign involved the sale and rental of used digital set-top boxes at relatively low prices. In connection with this campaign,
Telenet
experienced (i) increases in the costs of set-top boxes that were sold and (ii) higher outsourced labor and professional fees due primarily to increased customer-facing activities;
|
•
|
An increase in outsourced labor and professional fees of
$8.0 million or 11.7%, due primarily to increased call center costs, mainly associated with (i) a higher number of calls and (ii) efforts to improve service levels;
|
•
|
A decrease in network-related expenses of $7.0 million or 6.1%, due primarily to lower costs associated with the refurbishment of customer premises equipment due primarily to the benefit of claims taken related to faulty set-top boxes;
|
•
|
A decrease in personnel costs of $5.6 million or 4.9%, due primarily to the net effect of (i) increased staffing levels and annual wage increases, (ii) lower costs of $4.1 million due to the impact of reimbursements received from the Belgian government during the third and fourth quarters of 2012 with respect to the employment of certain individuals with advanced degrees and (iii) lower costs of $3.4 million due to reassessments of certain post-employment benefit obligations during the third and fourth quarters of 2012;
|
•
|
Lower costs of $5.0 million associated with the impact of nonrecurring adjustments recorded during the third and fourth quarters of 2012 resulting from the reassessment of a social tariff obligation; and
|
•
|
A decrease in bad debt expense of $1.7 million that includes a $3.3 million decrease associated with a nonrecurring adjustment recorded during the second quarter of 2012 related to the settlement of an operational contingency.
|
•
|
An increase in
VTR Wireless
’ mobile handset costs of $21.1 million;
|
•
|
An increase in programming and related costs of $14.5 million or 10.9%, primarily associated with growth in digital cable services. Although a significant portion of the VTR Group’s programming contracts are denominated in U.S. dollars, the impact of foreign currency exchange rate fluctuations did not materially impact the increase in the VTR Group’s programming costs during 2012;
|
•
|
An increase in interconnect and access costs of $12.7 million or 21.1%, due primarily to (i) higher costs associated with
VTR Wireless
, primarily attributable to (a) the impact of the May 2012 launch of mobile services and (b) the initiation of minimum payments under a roaming agreement during the first quarter of 2012, and (ii) higher costs associated with
VTR
’s broadband internet services, as the impact of higher traffic was only partially offset by lower average rates;
|
•
|
An increase in facilities expenses of $10.5 million, due primarily to higher site and tower rental costs incurred by
VTR Wireless
, including $1.9 million of fees incurred in connection with the termination of certain leases;
|
•
|
A decrease in personnel costs of $5.7 million or 10.4%, primarily related to lower bonus costs at
VTR
; and
|
•
|
An increase in outsourced labor and professional fees of $5.5 million or 19.1%, resulting from the net effect of (i) increased costs associated with
VTR Wireless
’ network operating center and (ii) a decrease in
VTR
’s customer-facing activities.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||
|
2011
|
|
2010
|
|
$
|
|
%
|
|
%
|
||||||||
|
in millions
|
|
|
|
|
||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
||||||||
Germany
|
$
|
320.5
|
|
|
$
|
272.9
|
|
|
$
|
47.6
|
|
|
17.4
|
|
|
(0.3
|
)
|
The Netherlands
|
375.4
|
|
|
351.1
|
|
|
24.3
|
|
|
6.9
|
|
|
2.0
|
|
|||
Switzerland
|
372.0
|
|
|
322.7
|
|
|
49.3
|
|
|
15.3
|
|
|
(2.0
|
)
|
|||
Other Western Europe
|
348.7
|
|
|
325.1
|
|
|
23.6
|
|
|
7.3
|
|
|
2.3
|
|
|||
Total Western Europe
|
1,416.6
|
|
|
1,271.8
|
|
|
144.8
|
|
|
11.4
|
|
|
0.6
|
|
|||
Central and Eastern Europe
|
435.2
|
|
|
381.4
|
|
|
53.8
|
|
|
14.1
|
|
|
3.3
|
|
|||
Central and other
|
103.7
|
|
|
99.5
|
|
|
4.2
|
|
|
4.2
|
|
|
(0.8
|
)
|
|||
Total UPC/Unity Division
|
1,955.5
|
|
|
1,752.7
|
|
|
202.8
|
|
|
11.6
|
|
|
1.1
|
|
|||
Telenet (Belgium)
|
704.9
|
|
|
614.3
|
|
|
90.6
|
|
|
14.7
|
|
|
9.1
|
|
|||
VTR Group (Chile)
|
381.2
|
|
|
333.6
|
|
|
47.6
|
|
|
14.3
|
|
|
8.4
|
|
|||
Corporate and other
|
407.0
|
|
|
380.0
|
|
|
27.0
|
|
|
7.1
|
|
|
3.1
|
|
|||
Intersegment eliminations
|
(84.5
|
)
|
|
(79.5
|
)
|
|
(5.0
|
)
|
|
(6.3
|
)
|
|
(0.8
|
)
|
|||
Total operating expenses excluding stock-based compensation expense
|
3,364.1
|
|
|
3,001.1
|
|
|
363.0
|
|
|
12.1
|
|
|
3.8
|
|
|||
Stock-based compensation expense
|
15.3
|
|
|
9.4
|
|
|
5.9
|
|
|
62.8
|
|
|
|
||||
Total
|
$
|
3,379.4
|
|
|
$
|
3,010.5
|
|
|
$
|
368.9
|
|
|
12.3
|
|
|
|
•
|
An increase in programming and related costs of $28.8 million or 5.6%, due primarily to growth in digital video services,
predominantly in the Netherlands, Germany, Poland and Ireland. The net impact of favorable copyright and programming fee settlements, primarily in Germany and the Netherlands, also contributed to the increase, as the $3.5 million favorable impact in 2011 was less than the $6.4 million favorable impact in 2010. These increases were partially offset by the impact of lower rates for certain copyright fees in Germany;
|
•
|
An increase in outsourced labor and professional fees of $15.0 million or 9.9%, primarily attributable to increased call center costs due to higher call volumes in Germany, Switzerland, the Netherlands and the Czech Republic;
|
•
|
A decrease in interconnect costs of $12.6 million or 6.8%, primarily attributable to the net effect of (i) decreased costs due to lower rates, primarily in Switzerland, Germany, the Netherlands and the Czech Republic, (ii) increased costs related to subscriber growth, primarily in Germany, (iii) decreased costs due to lower call volumes, primarily in Switzerland and Austria and (iv) a $3.0 million increase related to the impact of a favorable interconnect settlement during the third quarter of 2010 in Switzerland;
|
•
|
An increase in personnel costs of $7.2 million or 2.1%, due primarily to the net effect of (i) a decrease associated with higher levels of labor costs allocated to certain capital projects, including the development of our
Horizon TV
platform, (ii) annual wage increases, (iii) higher employee benefit related costs primarily in the Netherlands and Germany, (iv) lower costs related to temporary personnel, primarily in Switzerland and Germany, (v) increased bonus costs and (vi) increased staffing levels;
|
•
|
A decrease of $6.9 million or 43.6%, due primarily to lower
B2B
construction and equipment sales in Switzerland;
|
•
|
A decrease in network related expenses of $5.6 million or 2.3%, due primarily to the net effect of (i) lower energy costs in Germany and, to a lesser extent, the Czech Republic and the Netherlands, with the lower costs in Germany due in part to the release of accruals in connection with the settlement of operational contingencies during the second and fourth
|
•
|
A decrease of $4.5 million at
UPC DTH
due to lower satellite costs resulting from (i) lower transponder rates and (ii) the impact of certain expenses incurred during 2010 related to
UPC DTH
’s migration to a new satellite.
|
•
|
An increase in programming and related costs of $36.3 million or 21.7%, due primarily to (i) an increase resulting from
Telenet
’s second quarter 2011 acquisition of the rights to broadcast certain Belgian football (soccer) matches over the next three years and (ii) growth in digital cable services;
|
•
|
An increase in network-related expenses of $18.2 million or 20.2%, due primarily to (i)
DTT
network costs that
Telenet
began incurring during the fourth quarter of 2010 pursuant to an agreement that provides
Telenet
with the right to use a specified
DTT
network through June 2024, (ii) higher costs associated with the refurbishment of customer premises equipment and (iii) higher maintenance costs;
|
•
|
A decrease of $13.8 million in outsourced labor and customer premises equipment costs incurred in connection with the installation of certain wireless routers that were sold to customers during 2010. In January 2011,
Telenet
ceased the practice of selling wireless routers to its customers and began installing modems with built-in wireless routers, the ownership of which is retained by
Telenet
;
|
•
|
An increase of $8.8 million or 23.9% in mobile costs, primarily due to increased mobile handset costs from (i) increased handset sales, primarily to third-party retailers, and (ii) promotions involving free or heavily-discounted handsets;
|
•
|
An increase in personnel costs of $8.8 million or 8.9%, due largely to increased staffing levels and annual wage increases. The increase in staffing levels is largely due to (i) the insourcing of certain customer care functions and (ii) increased network operations activities; and
|
•
|
A decrease in interconnect costs of $7.0 million or 8.2%, due primarily to decreases associated with (i) the previously-discussed change from gross to net presentation of revenue and expenses related to certain premium text messaging and calling services due to a legislative action that became effective in January 2011 and (ii) the previously-discussed
reduction in mobile termination rates. These decreases were partially offset by increases associated with (i) subscriber growth and (ii) increased mobile calling volumes.
|
•
|
An increase in programming and related costs of $14.6 million or 13.2%, as an increase associated with growth in digital cable services was only partially offset by a decrease arising from foreign currency exchange rate fluctuations with respect to the
VTR Group
’s
U.S.
dollar denominated programming contracts;
|
•
|
An increase in facilities expenses of $6.5 million, due mostly to higher site and tower rental costs in connection with
VTR Wireless
;
|
•
|
An increase in outsourced labor and professional fees of $6.2 million or 29.1%, due largely to (i) increased call center costs due to efforts to improve service levels, (ii) a higher number of service calls and (iii) higher site and tower location costs incurred in connection with
VTR Wireless
;
|
•
|
A decrease in bad debt and collection expenses of $5.4 million, as improved economic conditions and customer retention efforts have resulted in better collection experience; and
|
•
|
An increase in personnel costs of $2.9 million or 5.8%, due primarily to higher staffing levels related to
VTR Wireless
.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic increase
|
|||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
|
%
|
|||||||
|
in millions
|
|
|
|
|
|||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
|||||||
Germany
|
$
|
398.4
|
|
|
$
|
265.8
|
|
|
$
|
132.6
|
|
|
49.9
|
|
|
21.2
|
The Netherlands
|
137.5
|
|
|
142.7
|
|
|
(5.2
|
)
|
|
(3.6
|
)
|
|
3.9
|
|||
Switzerland
|
182.1
|
|
|
188.7
|
|
|
(6.6
|
)
|
|
(3.5
|
)
|
|
1.5
|
|||
Other Western Europe
|
117.1
|
|
|
125.9
|
|
|
(8.8
|
)
|
|
(7.0
|
)
|
|
0.4
|
|||
Total Western Europe
|
835.1
|
|
|
723.1
|
|
|
112.0
|
|
|
15.5
|
|
|
9.0
|
|||
Central and Eastern Europe
|
142.2
|
|
|
139.3
|
|
|
2.9
|
|
|
2.1
|
|
|
4.5
|
|||
Central and other
|
170.4
|
|
|
159.5
|
|
|
10.9
|
|
|
6.8
|
|
|
15.7
|
|||
Total UPC/Unity Division
|
1,147.7
|
|
|
1,021.9
|
|
|
125.8
|
|
|
12.3
|
|
|
9.4
|
|||
Telenet (Belgium)
|
242.8
|
|
|
246.6
|
|
|
(3.8
|
)
|
|
(1.5
|
)
|
|
6.3
|
|||
VTR Group (Chile)
|
184.0
|
|
|
166.6
|
|
|
17.4
|
|
|
10.4
|
|
|
11.1
|
|||
Corporate and other
|
261.5
|
|
|
231.2
|
|
|
30.3
|
|
|
13.1
|
|
|
12.7
|
|||
Intersegment eliminations
|
(3.7
|
)
|
|
(1.9
|
)
|
|
(1.8
|
)
|
|
N.M.
|
|
|
N.M.
|
|||
Total SG&A expenses excluding stock-based compensation expense
|
1,832.3
|
|
|
1,664.4
|
|
|
167.9
|
|
|
10.1
|
|
|
9.5
|
|||
Stock-based compensation expense
|
103.8
|
|
|
116.0
|
|
|
(12.2
|
)
|
|
(10.5
|
)
|
|
|
|||
Total
|
$
|
1,936.1
|
|
|
$
|
1,780.4
|
|
|
$
|
155.7
|
|
|
8.7
|
|
|
|
•
|
An increase in personnel costs of $35.1 million or 8.8%, due largely to (i) increased staffing levels in the
UPC/Unity Division
’s central operations due largely to increased numbers of strategic initiatives and
(ii) annual wage increases, predominantly in the Netherlands, the
UPC/Unity Division
’s central operations, Germany and Switzerland. The increases in personnel costs also include the impact of a new employee wage tax in the Netherlands, which tax is payable in 2013 and is not applicable to future years. This new employee wage tax, which was authorized in September 2012, is based on wages for the year ended December 31, 2012;
|
•
|
An increase in sales and marketing costs of $30.6 million or 8.2%,
largely due to higher costs in Germany, including higher third-party sales commissions and, to a lesser extent, increased costs associated with rebranding and other advertising campaigns. Lower sales and marketing costs in Austria, the Czech Republic and Switzerland partially offset the increased costs in Germany;
|
•
|
An increase in facilities expenses of $8.3 million or 9.7%, due primarily to increases in costs related to the rental of office space in Germany, the
UPC/Unity Division
’s central operations and the Netherlands;
|
•
|
An increase in outsourced labor and professional fees of $4.1 million or 6.0%, due primarily to (i) an increase in consulting costs incurred in Germany, primarily associated with integration activities related to the
KBW Acquisition
, and (ii) an increase in consulting costs incurred by the
UPC/Unity Division
’s central operations in connection with the
UPC/Unity Division
’s mobile and other strategic initiatives; and
|
•
|
An increase of $4.1 million in delivery and postage costs, including higher costs associated with (i) the delivery of customer premises equipment to retail locations in Germany and (ii) postage for customer communications in Switzerland.
|
•
|
An increase in sales and marketing costs of $18.0 million or 22.5%, due primarily to (i) increased third-party sales commissions
and sales call center costs mostly related to (a) increased sales of mobile services and (b) the aforementioned campaign to retain customers following the move of channels from the analog to the basic digital channel package and (ii) higher marketing costs in connection with promotional and operational initiatives;
|
•
|
A decrease in outsourced labor and professional fees of $10.5 million or 31.9%, due primarily to a decrease in consulting costs associated with strategic and regulatory initiatives;
|
•
|
An increase of $3.5 million in the costs associated with the delivery of mobile handsets to retail locations; and
|
•
|
An increase in personnel costs of $2.1 million or 2.1%, due primarily to the net effect of (i) annual wage increases, (ii) lower costs of $1.6 million due to the reassessment of certain post-employment benefit obligations during the third quarter of 2012 and (iii) lower bonus costs.
|
•
|
An increase in sales and marketing costs of $9.0 million or 17.4%, due primarily to the net effect of (i) higher third-party sales commissions, (ii) increased advertising campaigns at
VTR Wireless
, primarily associated with the launch of mobile services in May 2012, and (iii) decreased advertising campaigns at
VTR
. The higher sales commissions are primarily attributable to (a) an increase at
VTR
, due primarily to a higher proportion of sales generated by third-party dealers, and (b) an increase at
VTR Wireless
, due primarily to higher sales volumes resulting from the May 2012 launch of mobile services;
|
•
|
An increase in facilities expenses of $6.4 million, due primarily to higher rental and related costs associated with (i) an increase in retail space used by
VTR Wireless
and (ii) an increase in office and other space used by
VTR
; and
|
•
|
An increase in personnel costs of $0.7 million or 1.2%, resulting from the net effect of (i) higher staffing levels and other personnel costs at
VTR Wireless
and (ii) lower bonus costs and, to a lesser degree, lower staffing levels at
VTR
.
|
|
Year ended December 31,
|
|
Increase
(decrease)
|
|
Organic increase (decrease)
|
|||||||||||
|
2011
|
|
2010
|
|
$
|
|
%
|
|
%
|
|||||||
|
in millions
|
|
|
|
|
|||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
|||||||
Germany
|
$
|
265.8
|
|
|
$
|
213.9
|
|
|
$
|
51.9
|
|
|
24.3
|
|
7.0
|
|
The Netherlands
|
142.7
|
|
|
131.8
|
|
|
10.9
|
|
|
8.3
|
|
3.2
|
|
|||
Switzerland
|
188.7
|
|
|
156.7
|
|
|
32.0
|
|
|
20.4
|
|
2.6
|
|
|||
Other Western Europe
|
125.9
|
|
|
121.2
|
|
|
4.7
|
|
|
3.9
|
|
(1.0
|
)
|
|||
Total Western Europe
|
723.1
|
|
|
623.6
|
|
|
99.5
|
|
|
16.0
|
|
3.5
|
|
|||
Central and Eastern Europe
|
139.3
|
|
|
123.3
|
|
|
16.0
|
|
|
13.0
|
|
3.8
|
|
|||
Central and other
|
159.5
|
|
|
129.4
|
|
|
30.1
|
|
|
23.3
|
|
17.2
|
|
|||
Total UPC/Unity Division
|
1,021.9
|
|
|
876.3
|
|
|
145.6
|
|
|
16.6
|
|
5.6
|
|
|||
Telenet (Belgium)
|
246.6
|
|
|
240.1
|
|
|
6.5
|
|
|
2.7
|
|
(2.3
|
)
|
|||
VTR Group (Chile)
|
166.6
|
|
|
136.9
|
|
|
29.7
|
|
|
21.7
|
|
15.7
|
|
|||
Corporate and other
|
231.2
|
|
|
229.0
|
|
|
2.2
|
|
|
1.0
|
|
(2.5
|
)
|
|||
Intersegment eliminations
|
(1.9
|
)
|
|
(0.9
|
)
|
|
(1.0
|
)
|
|
N.M.
|
|
N.M.
|
|
|||
Total SG&A expenses excluding stock-based compensation expense
|
1,664.4
|
|
|
1,481.4
|
|
|
183.0
|
|
|
12.4
|
|
3.9
|
|
|||
Stock-based compensation expense
|
116.0
|
|
|
101.6
|
|
|
14.4
|
|
|
14.2
|
|
|
||||
Total
|
$
|
1,780.4
|
|
|
$
|
1,583.0
|
|
|
$
|
197.4
|
|
|
12.5
|
|
|
•
|
An increase in personnel costs of $22.1 million or 6.6%, due primarily to (i) annual wage increases, (ii) higher marketing staffing levels, mostly in Switzerland and the Netherlands, (iii) higher bonus costs and (iv) higher severance costs;
|
•
|
An increase in outsourced labor and professional fees of $14.0 million or 29.4%, due primarily to higher consulting costs for (i) procurement, billing system and other initiatives within
UPC/Unity Division
’s central operations and (ii) strategic marketing projects in Germany;
|
•
|
An increase in sales and marketing costs of $7.3 million or 2.3% , due primarily to the net effect of (i) increased marketing activities, primarily in the Netherlands, Ireland and
UPC DTH
, (ii) higher third-party sales commissions in Germany and (iii) lower third-party sales commissions in the Czech Republic. The increase in sales commissions in Germany was partially offset by the release of an accrual in connection with the second quarter 2011 settlement of an operational contingency; and
|
•
|
An increase in information technology related expense of $4.5 million or 14.0%, due primarily to additional support and maintenance requirements.
|
•
|
A decrease in sales and marketing costs of $12.4 million or 13.9%, due primarily to (i) lower marketing expenses, as increased promotional costs associated with
Telenet
’s launch of Belgian football (soccer) coverage and advertising expenses during 2011 were more than offset by higher marketing campaign costs in 2010, (ii) lower sponsorship costs, (iii) lower costs related to sales call centers and (iv) decreased third-party sales commissions, primarily related to lower sales;
|
•
|
An increase in outsourced labor and professional fees of $3.8 million or 13.9%, primarily due to an increase in consulting and legal costs associated with regulatory, strategic and financial initiatives; and
|
•
|
An increase in personnel costs of $2.1 million or 2.3%, primarily due to annual wage increases and increased staffing levels, partially offset by lower severance costs.
|
•
|
An increase in sales and marketing costs of $10.6 million or 27.7%, due primarily to (i) increased costs associated with rebranding and other advertising campaigns that are largely attributable to
VTR Wireless
and (ii) higher third-party sales commissions;
|
•
|
An increase in facilities expenses of $4.3 million, due largely to office rental and other facilities costs associated with
VTR Wireless
;
|
•
|
An increase in personnel costs of $2.1 million or 3.8%, primarily due to higher staffing levels related to
VTR Wireless
; and
|
•
|
An increase in outsourced labor and professional fees of $2.1 million, due primarily to increased consulting costs related to (i)
VTR Wireless
and (ii) a subscriber retention project.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
|
%
|
||||||||
|
in millions
|
|
|
|
|
||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
||||||||
Germany
|
$
|
1,364.3
|
|
|
$
|
863.7
|
|
|
$
|
500.6
|
|
|
58.0
|
|
|
11.4
|
|
The Netherlands
|
737.1
|
|
|
755.3
|
|
|
(18.2
|
)
|
|
(2.4
|
)
|
|
5.6
|
|
|||
Switzerland
|
717.9
|
|
|
721.9
|
|
|
(4.0
|
)
|
|
(0.6
|
)
|
|
5.1
|
|
|||
Other Western Europe
|
407.7
|
|
|
418.7
|
|
|
(11.0
|
)
|
|
(2.6
|
)
|
|
5.4
|
|
|||
Total Western Europe
|
3,227.0
|
|
|
2,759.6
|
|
|
467.4
|
|
|
16.9
|
|
|
7.3
|
|
|||
Central and Eastern Europe
|
555.1
|
|
|
548.0
|
|
|
7.1
|
|
|
1.3
|
|
|
0.6
|
|
|||
Central and other
|
(163.1
|
)
|
|
(140.5
|
)
|
|
(22.6
|
)
|
|
(16.1
|
)
|
|
(25.7
|
)
|
|||
Total UPC/Unity Division
|
3,619.0
|
|
|
3,167.1
|
|
|
451.9
|
|
|
14.3
|
|
|
5.3
|
|
|||
Telenet (Belgium)
|
940.7
|
|
|
967.0
|
|
|
(26.3
|
)
|
|
(2.7
|
)
|
|
5.4
|
|
|||
VTR Group (Chile)
|
314.2
|
|
|
341.2
|
|
|
(27.0
|
)
|
|
(7.9
|
)
|
|
(7.3
|
)
|
|||
Corporate and other
|
(4.3
|
)
|
|
7.0
|
|
|
(11.3
|
)
|
|
N.M.
|
|
|
N.M.
|
|
|||
Total
|
$
|
4,869.6
|
|
|
$
|
4,482.3
|
|
|
$
|
387.3
|
|
|
8.6
|
|
|
3.9
|
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||
|
2011
|
|
2010
|
|
$
|
|
%
|
|
%
|
||||||||
|
in millions
|
|
|
|
|
||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
||||||||
Germany
|
$
|
863.7
|
|
|
$
|
659.8
|
|
|
$
|
203.9
|
|
|
30.9
|
|
|
13.5
|
|
The Netherlands
|
755.3
|
|
|
673.9
|
|
|
81.4
|
|
|
12.1
|
|
|
6.8
|
|
|||
Switzerland
|
721.9
|
|
|
588.2
|
|
|
133.7
|
|
|
22.7
|
|
|
4.4
|
|
|||
Other Western Europe
|
418.7
|
|
|
383.2
|
|
|
35.5
|
|
|
9.3
|
|
|
4.2
|
|
|||
Total Western Europe
|
2,759.6
|
|
|
2,305.1
|
|
|
454.5
|
|
|
19.7
|
|
|
7.7
|
|
|||
Central and Eastern Europe
|
548.0
|
|
|
496.8
|
|
|
51.2
|
|
|
10.3
|
|
|
(0.4
|
)
|
|||
Central and other
|
(140.5
|
)
|
|
(120.3
|
)
|
|
(20.2
|
)
|
|
(16.8
|
)
|
|
(10.2
|
)
|
|||
Total UPC/Unity Division
|
3,167.1
|
|
|
2,681.6
|
|
|
485.5
|
|
|
18.1
|
|
|
6.1
|
|
|||
Telenet (Belgium)
|
967.0
|
|
|
872.8
|
|
|
94.2
|
|
|
10.8
|
|
|
5.5
|
|
|||
VTR Group (Chile)
|
341.2
|
|
|
327.7
|
|
|
13.5
|
|
|
4.1
|
|
|
(1.2
|
)
|
|||
Corporate and other
|
7.0
|
|
|
(0.4
|
)
|
|
7.4
|
|
|
N.M.
|
|
|
N.M
|
|
|||
Total
|
$
|
4,482.3
|
|
|
$
|
3,881.7
|
|
|
$
|
600.6
|
|
|
15.5
|
|
|
5.4
|
|
|
Year ended December 31,
|
||||
|
2012
|
|
2011
|
|
2010
|
|
%
|
||||
UPC/Unity Division:
|
|
|
|
|
|
Germany
|
59.0
|
|
59.6
|
|
57.5
|
The Netherlands
|
60.0
|
|
59.3
|
|
58.3
|
Switzerland
|
57.0
|
|
56.3
|
|
55.1
|
Other Western Europe
|
48.1
|
|
46.9
|
|
46.2
|
Total Western Europe
|
57.1
|
|
56.3
|
|
54.9
|
Central and Eastern Europe
|
49.8
|
|
48.8
|
|
49.6
|
Total UPC/Unity Division, including central and other
|
52.6
|
|
51.5
|
|
50.5
|
Telenet (Belgium)
|
49.0
|
|
50.4
|
|
50.5
|
VTR Group (Chile)
|
33.4
|
|
38.4
|
|
41.1
|
|
Year ended December 31,
|
|
Increase
|
|
Orga
nic in
crease
|
||||||||||
|
2012
|
|
2011 (a)
|
|
$
|
|
%
|
|
%
|
||||||
|
in millions
|
|
|
|
|
||||||||||
Subscription revenue (b):
|
|
|
|
|
|
|
|
|
|
||||||
Video
|
$
|
4,647.6
|
|
|
$
|
4,407.0
|
|
|
$
|
240.6
|
|
|
5.5
|
|
2.1
|
Broadband internet
|
2,438.3
|
|
|
2,243.2
|
|
|
195.1
|
|
|
8.7
|
|
8.7
|
|||
Telephony
|
1,523.1
|
|
|
1,303.6
|
|
|
219.5
|
|
|
16.8
|
|
8.3
|
|||
Total subscription revenue
|
8,609.0
|
|
|
7,953.8
|
|
|
655.2
|
|
|
8.2
|
|
5.0
|
|||
Other revenue (c)
|
1,701.8
|
|
|
1,557.0
|
|
|
144.8
|
|
|
9.3
|
|
9.2
|
|||
Total
|
$
|
10,310.8
|
|
|
$
|
9,510.8
|
|
|
$
|
800.0
|
|
|
8.4
|
|
5.7
|
(a)
|
Effective January 1, 2012, we began classifying the monthly revenue derived from certain
SOHO
subscribers as subscription revenue.
SOHO
subscribers pay a premium price to receive enhanced service levels along with video programming, internet or telephony services that are the same or similar to the mass marketed products offered to our residential subscribers. Amounts have been conformed to the current period presentation by reclassifying the corresponding
SOHO
revenue from other revenue to subscription revenue.
|
(b)
|
Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees, late fees and mobile services revenue. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service.
|
(c)
|
Other revenue includes non-subscription revenue (including
B2B
, interconnect, carriage fee, mobile services and installation revenue) and programming revenue.
|
Increase due to change in:
|
|
||
Average number of RGUs
|
$
|
375.3
|
|
ARPU
|
23.8
|
|
|
Organic increase
|
399.1
|
|
|
Impact of acquisitions
|
884.0
|
|
|
Impact of FX
|
(627.9
|
)
|
|
Total increase in subscription revenue
|
$
|
655.2
|
|
|
Year ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
LGI common stock:
|
|
|
|
||||
LGI performance-based incentive awards (a)
|
$
|
33.0
|
|
|
$
|
46.8
|
|
Other LGI stock-based incentive awards
|
46.0
|
|
|
43.4
|
|
||
Total LGI common stock
|
79.0
|
|
|
90.2
|
|
||
Telenet stock-based incentive awards (b)
|
31.2
|
|
|
40.0
|
|
||
Austar Performance Plan
|
—
|
|
|
3.6
|
|
||
Other (c)
|
2.2
|
|
|
1.1
|
|
||
Total
|
$
|
112.4
|
|
|
$
|
134.9
|
|
Included in:
|
|
|
|
||||
Continuing operations:
|
|
|
|
||||
Operating expense
|
$
|
8.6
|
|
|
$
|
15.3
|
|
SG&A expense
|
103.8
|
|
|
116.0
|
|
||
Total - continuing operations
|
112.4
|
|
|
131.3
|
|
||
Discontinued operation
|
—
|
|
|
3.6
|
|
||
Total
|
$
|
112.4
|
|
|
$
|
134.9
|
|
(a)
|
Includes stock-based compensation expense related to the
LGI PSU
s and, during
2011
, the
LGI Performance Plans
.
|
(b)
|
During the second quarters of
2012
and
2011
,
Telenet
modified the terms of certain of its stock option plans to provide for anti-dilution adjustments in connection with certain capital distributions, as further described in note
11
to our consolidated financial statements. These anti-dilution adjustments provided for increases in the number of options outstanding and proportionate reductions to the option exercise prices such that the fair value of the options outstanding before and after the capital distribution remained the same for all option holders. In connection with these anti-dilution adjustments,
Telenet
recognized stock-based compensation expense of $
12.6 million
and
$15.8 million
, respectively, and continues to recognize additional stock-based compensation expense as the underlying options vest.
|
(c)
|
The
2012
amount includes stock-based compensation expense related to performance-based awards granted pursuant to a liability-based plan of the
VTR Group
. These awards were granted during the first quarter of
2012
and, based on the level of the specified performance criteria achieved during
2012
,
these awards will vest on December 31, 2013.
|
|
Year ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Cross-currency and interest rate derivative contracts (a)
|
$
|
(958.3
|
)
|
|
$
|
(110.6
|
)
|
Equity-related derivative contracts (b)
|
(109.0
|
)
|
|
87.2
|
|
||
Foreign currency forward contracts
|
(6.0
|
)
|
|
(36.1
|
)
|
||
Other
|
3.4
|
|
|
(0.9
|
)
|
||
Total
|
$
|
(1,069.9
|
)
|
|
$
|
(60.4
|
)
|
(a)
|
The
loss
during
2012
is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Hungarian forint,
Polish zloty, Swiss franc,
and Czech koruna markets, (ii) losses associated with increases in the values of the Polish zloty, Hungarian forint, Chilean peso, Swiss franc, and Czech koruna relative to the euro, (iii) gains associated with decreases in market interest rates in the U.S. dollar market, (iv) losses associated with increases in the values of the Chilean peso and Swiss franc relative to the U.S. dollar and (v) losses associated with a decrease in the value of the U.S. dollar relative to the euro. In addition, the loss during
2012
includes a net loss
of
$57.3 million
resulting from changes in our credit risk valuation adjustments. The loss during
2011
is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Swiss franc, Chilean peso, Polish zloty and Czech koruna markets, (ii) gains associated with decreases in the values of the Polish zloty, Hungarian forint and Chilean peso relative to the euro, (iii) gains associated with an increase in the value of the U.S. dollar relative to the euro and (iv) gains associated with a decrease in the value of the Chilean peso relative to the U.S. dollar. In addition, the loss during
2011
includes a net gain of
$42.9 million
resulting from changes in our credit risk valuation adjustments.
|
(b)
|
Includes gains (losses) related to the
Sumitomo Collar
with respect to the
Sumitomo
shares held by our company. The
2012
losses
are primarily attributable to (i) a decrease in the value of the Japanese yen relative to the
U.S.
dollar and (ii) an increase in the market price of
Sumitomo
common stock. The
2011
gains are primarily attributable to (i) a decrease in the market price of
Sumitomo
common stock and (ii) an increase in the value of the Japanese yen relative to the
U.S.
dollar.
|
|
Year ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)
|
$
|
230.6
|
|
|
$
|
(358.7
|
)
|
Yen denominated debt issued by a U.S. subsidiary
|
135.7
|
|
|
(63.0
|
)
|
||
U.S. dollar denominated debt issued by European subsidiaries
|
74.2
|
|
|
(102.0
|
)
|
||
Cash and restricted cash denominated in a currency other than the entity’s functional currency
|
0.2
|
|
|
(40.5
|
)
|
||
Other
|
(4.4
|
)
|
|
(8.4
|
)
|
||
Total
|
$
|
436.3
|
|
|
$
|
(572.6
|
)
|
(a)
|
Amounts primarily relate to (i) loans between our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, (ii)
U.S.
dollar denominated loans between certain of our non-operating subsidiaries in the
U.S.
and Europe and (iii) a
U.S.
dollar denominated loan between a Chilean subsidiary and a non-operating subsidiary in Europe. Accordingly, these amounts 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 against the Chilean peso.
|
|
Year ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
Investments (a):
|
|
|
|
||||
Sumitomo
|
$
|
(38.2
|
)
|
|
$
|
(28.2
|
)
|
Other, net (b)
|
8.3
|
|
|
(19.9
|
)
|
||
Debt — UGC Convertible Notes (c)
|
—
|
|
|
(107.0
|
)
|
||
Total
|
$
|
(29.9
|
)
|
|
$
|
(155.1
|
)
|
(a)
|
For additional information regarding our investments and fair value measurements, see notes
5
and
7
to our consolidated financial statements.
|
(b)
|
The
2012
amount includes an increase in the fair value of
Chellomedia
’s investment in
Cyfra+
that was largely offset by a decrease in the fair values of certain other investments.
The
2011
amount includes decreases in the fair values of (i) our investment in a broadband communications operator in Switzerland and (ii)
Cyfra+
.
|
(c)
|
Represents the change in the fair value of the
UGC Convertible Notes
prior to their conversion into
LGI
common stock in April 2011. The change in fair value includes amounts attributable to the remeasurement of the
UGC Convertible Notes
into
U.S.
dollars.
|
|
Year ended December 31,
|
|
Increase
|
|
Organic increase
|
||||||||||
|
2011 (a)
|
|
2010 (a)
|
|
$
|
|
%
|
|
%
|
||||||
|
in millions
|
|
|
|
|
||||||||||
Subscription revenue (b):
|
|
|
|
|
|
|
|
|
|
||||||
Video
|
$
|
4,407.0
|
|
|
$
|
3,916.0
|
|
|
$
|
491.0
|
|
|
12.5
|
|
3.9
|
Broadband internet
|
2,243.2
|
|
|
1,942.9
|
|
|
300.3
|
|
|
15.5
|
|
7.3
|
|||
Telephony
|
1,303.6
|
|
|
1,137.1
|
|
|
166.5
|
|
|
14.6
|
|
5.8
|
|||
Total subscription revenue
|
7,953.8
|
|
|
6,996.0
|
|
|
957.8
|
|
|
13.7
|
|
5.2
|
|||
Other revenue (c)
|
1,557.0
|
|
|
1,368.2
|
|
|
188.8
|
|
|
13.8
|
|
1.5
|
|||
Total
|
$
|
9,510.8
|
|
|
$
|
8,364.2
|
|
|
$
|
1,146.6
|
|
|
13.7
|
|
4.6
|
(a)
|
Effective January 1, 2012, we began classifying the monthly revenue derived from certain
SOHO
subscribers as subscription revenue.
SOHO
subscribers pay a premium price to receive enhanced service levels along with video programming, internet or telephony services that are the same or similar to the mass marketed products offered to our residential subscribers. Amounts have been conformed to the 2012 presentation by reclassifying the corresponding
SOHO
revenue from other revenue to subscription revenue.
|
(b)
|
Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees, late fees and mobile services revenue. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service.
|
(c)
|
Other revenue includes non-subscription revenue (including B2B, interconnect, installation, carriage fee and mobile services revenue) and programming revenue.
|
Increase due to change in:
|
|
||
Average number of RGUs
|
$
|
277.2
|
|
ARPU
|
84.7
|
|
|
Organic increase
|
361.9
|
|
|
Impact of acquisitions
|
159.5
|
|
|
Impact of FX
|
436.4
|
|
|
Total increase in subscription revenue
|
$
|
957.8
|
|
|
Year ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
in millions
|
||||||
LGI Series A, Series B and Series C common stock:
|
|
|
|
||||
LGI performance-based incentive awards (a)
|
$
|
46.8
|
|
|
$
|
51.3
|
|
Other LGI stock-based incentive plans
|
43.4
|
|
|
42.8
|
|
||
Total LGI common stock
|
90.2
|
|
|
94.1
|
|
||
Telenet stock-based incentive awards (b)
|
40.0
|
|
|
13.1
|
|
||
Austar Performance Plan
|
3.6
|
|
|
11.8
|
|
||
Other
|
1.1
|
|
|
3.8
|
|
||
Total
|
$
|
134.9
|
|
|
$
|
122.8
|
|
Included in:
|
|
|
|
||||
Continuing operations:
|
|
|
|
||||
Operating expense
|
$
|
15.3
|
|
|
$
|
9.4
|
|
SG&A expense
|
116.0
|
|
|
101.6
|
|
||
Total - continuing operations
|
131.3
|
|
|
111.0
|
|
||
Discontinued operation
|
3.6
|
|
|
11.8
|
|
||
Total
|
$
|
134.9
|
|
|
$
|
122.8
|
|
(a)
|
Includes stock-based compensation expense related to the
LGI Performance Plans
and the
LGI PSU
s.
|
(b)
|
During the second quarter of 2011, Telenet modified the terms of certain of its stock option plans to provide for anti-dilution adjustments in connection with a capital distribution, as further described in note
11
to our consolidated financial statements. These anti-dilution adjustments provided for increases in the number of options outstanding and proportionate reductions to the option exercise prices such that the fair value of the options outstanding before and after the capital distribution remained the same for all option holders. In connection with these anti-dilution adjustments, Telenet recognized stock-based compensation expense of
$15.8 million
during the second quarter of
2011
,
and continues to recognize additional stock-based compensation as the underlying options vest.
|
|
Year ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Cross-currency and interest rate derivative contracts (a)
|
$
|
(110.6
|
)
|
|
$
|
(1,120.2
|
)
|
Equity-related derivative contracts (b)
|
87.2
|
|
|
(0.1
|
)
|
||
Foreign currency forward contracts
|
(36.1
|
)
|
|
(34.6
|
)
|
||
Other
|
(0.9
|
)
|
|
2.6
|
|
||
Total
|
$
|
(60.4
|
)
|
|
$
|
(1,152.3
|
)
|
(a)
|
The
2011
loss is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Swiss franc, Chilean peso, Polish zloty and Czech koruna markets, (ii) gains associated with decreases in the values of the Polish zloty, Hungarian forint and Chilean peso relative to the euro, (iii) gains associated with an increase in the value of the
U.S.
dollar relative to the euro and (iv) gains associated with a decrease in the value of the Chilean peso relative to the
U.S.
dollar. In addition, the
2011
loss includes a net gain of
$42.9 million
resulting from changes in our credit risk valuation adjustments. The
2010
loss is primarily attributable to the net effect of (i) losses associated with increases in the values of the Swiss franc, Chilean peso, Czech koruna and Polish zloty relative to the euro, (ii) losses associated with decreases in market interest rates in the euro, Romanian lei, Swiss franc, Hungarian forint, Czech koruna and Polish zloty markets, (iii) losses associated with increases in the values of the Swiss franc and Chilean peso relative to the
U.S.
dollar and (iv) gains associated with an increase in the value of the
U.S.
dollar relative to the euro. In addition, the
2010
loss includes a net gain of
$88.4 million
resulting from changes in our credit risk valuation adjustments.
|
(b)
|
Includes gains (losses) related to the
Sumitomo Collar
with respect to the
Sumitomo
shares held by our company. These gains (losses)
are primarily attributable to
(i) decreases (increases) in the market price of
Sumitomo
common stock and (ii) increases in the value of the Japanese yen relative to the
U.S.
dollar.
|
|
Year ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)
|
$
|
(358.7
|
)
|
|
$
|
140.8
|
|
U.S. dollar denominated debt issued by European subsidiaries
|
(102.0
|
)
|
|
(279.0
|
)
|
||
Yen denominated debt issued by a U.S. subsidiary
|
(63.0
|
)
|
|
(148.1
|
)
|
||
Cash and restricted cash denominated in a currency other than the entity’s functional currency
|
(40.5
|
)
|
|
66.9
|
|
||
U.S. dollar denominated debt issued by a Chilean subsidiary
|
—
|
|
|
(18.1
|
)
|
||
Other
|
(8.4
|
)
|
|
0.4
|
|
||
Total
|
$
|
(572.6
|
)
|
|
$
|
(237.1
|
)
|
(a)
|
Amounts primarily relate to (i) loans between our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, (ii)
U.S.
dollar denominated loans between certain of our non-operating subsidiaries in the
U.S.
and Europe and (iii) a
U.S.
dollar denominated loan between a Chilean subsidiary and a non-operating subsidiary in Europe. Accordingly, these amounts 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 against the Chilean peso.
|
|
Year ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
in millions
|
||||||
Investments (a):
|
|
|
|
||||
Sumitomo
|
$
|
(28.2
|
)
|
|
$
|
183.9
|
|
Other, net (b)
|
(19.9
|
)
|
|
(16.1
|
)
|
||
Debt — UGC Convertible Notes (c)
|
(107.0
|
)
|
|
(40.0
|
)
|
||
Total
|
$
|
(155.1
|
)
|
|
$
|
127.8
|
|
(a)
|
For additional information concerning our investments and fair value measurements, see notes
5
and
7
to our consolidated financial statements.
|
(b)
|
The
2011
amount includes decreases in the fair value of (i) our investment in a broadband communications operator in Switzerland and (ii)
Cyfra+
. The
2010
amount includes a decrease in the fair value of
Cyfra+
that was only partially offset by an increase in the fair values of certain other investments.
|
(c)
|
Represents the change in the fair value of the
UGC Convertible Notes
prior to their conversion into
LGI
common stock in April 2011. The change in fair value includes amounts attributable to the remeasurement of the
UGC Convertible Notes
into
U.S.
dollars.
|
Cash and cash equivalents held by:
|
|
||
LGI and non-operating subsidiaries:
|
|
||
LGI
|
$
|
69.4
|
|
Non-operating subsidiaries
|
631.9
|
|
|
Total LGI and non-operating subsidiaries
|
701.3
|
|
|
Operating subsidiaries:
|
|
||
Telenet
|
1,196.0
|
|
|
VTR Group (a)
|
44.3
|
|
|
UPC Holding (excluding VTR Group)
|
41.6
|
|
|
Unitymedia KabelBW
|
26.7
|
|
|
Chellomedia
|
26.6
|
|
|
Liberty Puerto Rico
|
2.4
|
|
|
Total operating subsidiaries
|
1,337.6
|
|
|
Total cash and cash equivalents (b)
|
$
|
2,038.9
|
|
(a)
|
Includes
$9.0 million
of cash and cash equivalents held by
VTR Wireless
.
|
(b)
|
As of December 31, 2012, our total cash and cash equivalents balance excludes
€1,142.5 million
(
$1,507.9 million
) that we were required to place into a restricted account to secure a portion of the aggregate offer consideration for the
LGI Telenet Tender
, as further described in note
11
to our consolidated financial statements. On February 1, 2013, we used
€332.5 million
(
$454.6 million
at the transaction date) of this restricted cash account to fund the
LGI Telenet Tender
and the remaining
€810.0 million
(
$1,107.4 million
at the transaction date) was released from restrictions.
|
|
Year ended December 31,
|
|
|
||||||||
|
2012
|
|
2011
|
|
Change
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
2,858.5
|
|
|
$
|
2,562.7
|
|
|
$
|
295.8
|
|
Net cash used by investing activities
|
(1,029.2
|
)
|
|
(4,028.7
|
)
|
|
2,999.5
|
|
|||
Net cash used by financing activities
|
(1,469.8
|
)
|
|
(645.2
|
)
|
|
(824.6
|
)
|
|||
Effect of exchange rate changes on cash
|
28.2
|
|
|
30.0
|
|
|
(1.8
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
387.7
|
|
|
$
|
(2,081.2
|
)
|
|
$
|
2,468.9
|
|
|
Year ended December 31,
|
|
|
||||||||
|
2011
|
|
2010
|
|
Change
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
2,562.7
|
|
|
$
|
2,007.7
|
|
|
$
|
555.0
|
|
Net cash used by investing activities
|
(4,028.7
|
)
|
|
(389.2
|
)
|
|
(3,639.5
|
)
|
|||
Net cash used by financing activities
|
(645.2
|
)
|
|
(187.8
|
)
|
|
(457.4
|
)
|
|||
Effect of exchange rate changes on cash
|
30.0
|
|
|
(135.4
|
)
|
|
165.4
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(2,081.2
|
)
|
|
$
|
1,295.3
|
|
|
$
|
(3,376.5
|
)
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net cash provided by operating activities of our continuing operations
|
$
|
2,858.5
|
|
|
$
|
2,562.7
|
|
|
$
|
2,007.7
|
|
Excess tax benefits from stock-based compensation
|
7.2
|
|
|
37.7
|
|
|
44.7
|
|
|||
Cash payments for direct acquisition costs
|
33.8
|
|
|
19.6
|
|
|
54.3
|
|
|||
Capital expenditures
|
(1,883.6
|
)
|
|
(1,927.0
|
)
|
|
(1,690.5
|
)
|
|||
Principal payments on vendor financing obligations
|
(104.7
|
)
|
|
(10.0
|
)
|
|
—
|
|
|||
Principal payments on certain capital leases
|
(17.5
|
)
|
|
(11.4
|
)
|
|
(8.9
|
)
|
|||
Free cash flow
|
$
|
893.7
|
|
|
$
|
671.6
|
|
|
$
|
407.3
|
|
|
Payments due during:
|
|
|
||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
in millions
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt (excluding interest)
|
$
|
293.6
|
|
|
$
|
16.2
|
|
|
$
|
400.0
|
|
|
$
|
2,922.7
|
|
|
$
|
4,736.0
|
|
|
$
|
17,849.3
|
|
|
$
|
26,217.8
|
|
Capital leases (excluding interest)
|
69.9
|
|
|
75.4
|
|
|
74.1
|
|
|
75.2
|
|
|
77.0
|
|
|
1,018.0
|
|
|
1,389.6
|
|
|||||||
Operating leases
|
183.7
|
|
|
138.4
|
|
|
126.2
|
|
|
104.8
|
|
|
91.5
|
|
|
365.9
|
|
|
1,010.5
|
|
|||||||
Programming obligations
|
310.0
|
|
|
161.3
|
|
|
81.9
|
|
|
50.0
|
|
|
42.3
|
|
|
0.5
|
|
|
646.0
|
|
|||||||
Other commitments
|
764.1
|
|
|
248.8
|
|
|
201.5
|
|
|
160.6
|
|
|
118.2
|
|
|
1,317.4
|
|
|
2,810.6
|
|
|||||||
Total (a)
|
$
|
1,621.3
|
|
|
$
|
640.1
|
|
|
$
|
883.7
|
|
|
$
|
3,313.3
|
|
|
$
|
5,065.0
|
|
|
$
|
20,551.1
|
|
|
$
|
32,074.5
|
|
Projected cash interest payments on debt and capital lease obligations (b)
|
$
|
1,549.4
|
|
|
$
|
1,665.6
|
|
|
$
|
1,664.4
|
|
|
$
|
1,663.1
|
|
|
$
|
1,510.3
|
|
|
$
|
4,193.9
|
|
|
$
|
12,246.7
|
|
(a)
|
The commitments reflected in this table do not reflect any liabilities that are included in our
December 31, 2012
balance sheet other than debt and capital lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ($327.5 million at
December 31, 2012
) 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, interest rate payment dates and contractual maturities in effect as of
December 31, 2012
. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, the amounts presented do not include the impact of our interest rate derivative agreements, deferred financing costs, discounts or commitment fees, all of which affect our overall cost of borrowing.
|
•
|
Impairment of property and equipment and intangible assets (including goodwill);
|
•
|
Costs associated with construction and installation activities;
|
•
|
Useful lives of long-lived assets;
|
•
|
Fair value measurements; and
|
•
|
Income tax accounting.
|
Item 7A
|
.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
(i)
|
an instantaneous increase (decrease) of 10% in the value of the Swiss franc, Polish zloty, Hungarian forint, Czech koruna and Chilean peso relative to the euro would have decreased (increased) the aggregate fair value of the
UPC Broadband Holding
cross-currency and interest rate derivative contracts by approximately
€434.5 million
(
$573.4 million
);
|
(ii)
|
an instantaneous increase (decrease) of 10% in the value of the Swiss franc, Chilean peso and Romanian lei relative to the
U.S.
dollar would have decreased (increased) the aggregate fair value of the
UPC Broadband Holding
cross-currency and interest rate derivative contracts by approximately
€152.6 million
(
$201.4 million
);
|
(iii)
|
an instantaneous increase (decrease) of 10% in the value of the euro relative to the
U.S.
dollar would have decreased (increased) the aggregate fair value of the
UPC Broadband Holding
cross-currency and interest rate derivative contracts by approximately
€242.5 million
(
$320.0 million
);
|
(iv)
|
an instantaneous increase in the relevant base rate of 50 basis points (0.50%) would have increased the aggregate fair value of the
UPC Broadband Holding
cross-currency and interest rate derivative contracts by approximately
€130.2 million
(
$171.8 million
) and conversely, a decrease of 50 basis points would have decreased the aggregate fair value by approximately
€131.6 million
(
$173.7 million
)
; and
|
(v)
|
an instantaneous increase in
UPC Broadband Holding
’s credit spread of 50 basis points (0.50%) would have increased the aggregate fair value of the
UPC Broadband Holding
cross-currency and interest rate derivative contracts by approximately
€18.3 million
(
$24.2 million
) and conversely, a decrease of 50 basis points would have decreased the aggregate fair value by approximately
€18.9 million
(
$24.9 million
).
|
(i)
|
an instantaneous increase in the Japanese yen risk-free rate of 50 basis points (0.50%) would have decreased the fair value of the
Sumitomo Collar
by
¥2.0 billion
(
$23.1 million
) and conversely, a decrease of 50 basis points would have increased the value by
¥2.1 billion
(
$24.2 million
); and
|
(ii)
|
an instantaneous increase (decrease) of 10% in the per share market price of
Sumitomo
’s common stock would have decreased (increased) the fair value of the
Sumitomo Collar
by approximately
¥4.5 billion
(
$52.0 million
).
|
(a)
|
Includes (i) the cash flows of our interest rate cap, collar and swap contracts and (ii) the interest-related cash flows of our cross-currency and cross-currency interest rate swap contracts.
|
(b)
|
Includes the principal-related cash flows of our cross-currency and cross-currency interest rate swap contracts.
|
(c)
|
Includes amounts related to the
Sumitomo Collar
, and to a lesser extent, our foreign currency forward contracts. We expect to use the collective value of the
Sumitomo Collar
and the underlying
Sumitomo
shares held by our company to settle the
Sumitomo Collar Loan
maturities in 2016 through 2018.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,038.9
|
|
|
$
|
1,651.2
|
|
Trade receivables, net
|
1,031.0
|
|
|
910.5
|
|
||
Deferred income taxes (note 10)
|
98.4
|
|
|
345.2
|
|
||
Current assets of discontinued operation (note 4)
|
—
|
|
|
275.6
|
|
||
Other current assets (notes 6 and 10)
|
557.5
|
|
|
592.6
|
|
||
Total current assets
|
3,725.8
|
|
|
3,775.1
|
|
||
Restricted cash (note 11)
|
1,516.7
|
|
|
23.3
|
|
||
Investments (including $947.9 million and $970.1 million, respectively, measured at fair value) (note 5)
|
950.1
|
|
|
975.2
|
|
||
Property and equipment, net (note 8)
|
13,437.6
|
|
|
12,868.4
|
|
||
Goodwill (note 8)
|
13,877.6
|
|
|
13,289.3
|
|
||
Intangible assets subject to amortization, net (note 8)
|
2,581.3
|
|
|
2,812.5
|
|
||
Long-term assets of discontinued operation (note 4)
|
—
|
|
|
770.1
|
|
||
Other assets, net (notes 6, 8 and 10)
|
2,218.6
|
|
|
1,895.3
|
|
||
Total assets
|
$
|
38,307.7
|
|
|
$
|
36,409.2
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
774.0
|
|
|
$
|
645.7
|
|
Deferred revenue and advance payments from subscribers and others
|
849.7
|
|
|
847.6
|
|
||
Current portion of debt and capital lease obligations (note 9)
|
363.5
|
|
|
184.1
|
|
||
Derivative instruments (note 6)
|
569.9
|
|
|
601.2
|
|
||
Accrued interest
|
351.8
|
|
|
295.4
|
|
||
Accrued programming
|
251.0
|
|
|
213.1
|
|
||
Current liabilities of discontinued operation (note 4)
|
—
|
|
|
114.1
|
|
||
Other accrued and current liabilities (note 10)
|
1,460.4
|
|
|
1,268.6
|
|
||
Total current liabilities
|
4,620.3
|
|
|
4,169.8
|
|
||
Long-term debt and capital lease obligations (note 9)
|
27,161.0
|
|
|
24,573.8
|
|
||
Long-term liabilities of discontinued operation (note 4)
|
—
|
|
|
746.5
|
|
||
Other long-term liabilities (notes 6 and 10)
|
4,441.3
|
|
|
3,987.7
|
|
||
Total liabilities
|
36,222.6
|
|
|
33,477.8
|
|
||
Commitments and contingencies (notes 3, 6, 9, 10 and 16)
|
|
|
|
||||
Equity (note 11):
|
|
|
|
||||
LGI stockholders:
|
|
|
|
||||
Series A common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 142,284,430 and 146,266,629 shares, respectively
|
1.4
|
|
|
1.5
|
|
||
Series B common stock, $.01 par value. Authorized 50,000,000 shares; issued and outstanding 10,206,145 and 10,239,144 shares, respectively
|
0.1
|
|
|
0.1
|
|
||
Series C common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 106,402,667 and 118,470,699 shares, respectively
|
1.1
|
|
|
1.2
|
|
||
Additional paid-in capital
|
2,955.6
|
|
|
3,964.6
|
|
||
Accumulated deficit
|
(2,348.7
|
)
|
|
(2,671.5
|
)
|
||
Accumulated other comprehensive earnings, net of taxes
|
1,600.5
|
|
|
1,509.5
|
|
||
Total LGI stockholders
|
2,210.0
|
|
|
2,805.4
|
|
||
Noncontrolling interests
|
(124.9
|
)
|
|
126.0
|
|
||
Total equity
|
2,085.1
|
|
|
2,931.4
|
|
||
Total liabilities and equity
|
$
|
38,307.7
|
|
|
$
|
36,409.2
|
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions, except share and per share amounts
|
||||||||||
|
|
|
|
|
|
||||||
Revenue (note 13)
|
$
|
10,310.8
|
|
|
$
|
9,510.8
|
|
|
$
|
8,364.2
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Operating (other than depreciation and amortization) (including stock-based compensation) (notes 12 and 13)
|
3,617.5
|
|
|
3,379.4
|
|
|
3,010.5
|
|
|||
Selling, general and administrative (SG&A) (including stock-based compensation) (note 12)
|
1,936.1
|
|
|
1,780.4
|
|
|
1,583.0
|
|
|||
Depreciation and amortization
|
2,691.1
|
|
|
2,457.0
|
|
|
2,251.5
|
|
|||
Impairment, restructuring and other operating items, net (notes 3, 8 and 14)
|
83.0
|
|
|
75.6
|
|
|
125.6
|
|
|||
|
8,327.7
|
|
|
7,692.4
|
|
|
6,970.6
|
|
|||
Operating income
|
1,983.1
|
|
|
1,818.4
|
|
|
1,393.6
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(1,677.4
|
)
|
|
(1,455.2
|
)
|
|
(1,283.6
|
)
|
|||
Interest and dividend income
|
42.3
|
|
|
73.2
|
|
|
36.2
|
|
|||
Realized and unrealized losses on derivative instruments, net (note 6)
|
(1,069.9
|
)
|
|
(60.4
|
)
|
|
(1,152.3
|
)
|
|||
Foreign currency transaction gains (losses), net
|
436.3
|
|
|
(572.6
|
)
|
|
(237.1
|
)
|
|||
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net (notes 5, 7 and 9)
|
(29.9
|
)
|
|
(155.1
|
)
|
|
127.8
|
|
|||
Losses on debt modification, extinguishment and conversion, net (note 9)
|
(215.8
|
)
|
|
(218.4
|
)
|
|
(29.8
|
)
|
|||
Gains due to changes in ownership (note 3)
|
52.5
|
|
|
—
|
|
|
—
|
|
|||
Other expense, net
|
(4.5
|
)
|
|
(5.7
|
)
|
|
(5.4
|
)
|
|||
|
(2,466.4
|
)
|
|
(2,394.2
|
)
|
|
(2,544.2
|
)
|
|||
Loss from continuing operations before income taxes
|
(483.3
|
)
|
|
(575.8
|
)
|
|
(1,150.6
|
)
|
|||
Income tax
benefit (expense)
(note 10)
|
(89.0
|
)
|
|
(231.7
|
)
|
|
196.9
|
|
|||
Loss
from continuing operations
|
(572.3
|
)
|
|
(807.5
|
)
|
|
(953.7
|
)
|
|||
Discontinued operations (note 4):
|
|
|
|
|
|
||||||
Earnings
from discontinued operations, net of taxes
|
35.5
|
|
|
136.5
|
|
|
126.9
|
|
|||
Gain on disposal of discontinued operations, net of taxes
|
924.1
|
|
|
—
|
|
|
1,390.8
|
|
|||
|
959.6
|
|
|
136.5
|
|
|
1,517.7
|
|
|||
Net earnings (loss)
|
387.3
|
|
|
(671.0
|
)
|
|
564.0
|
|
|||
Net
earnings attributable to noncontrolling interests
|
(64.5
|
)
|
|
(101.7
|
)
|
|
(175.8
|
)
|
|||
Net earnings (loss) attributable to LGI stockholders
|
$
|
322.8
|
|
|
$
|
(772.7
|
)
|
|
$
|
388.2
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings (loss) attributable to LGI stockholders per share — Series A, Series B and Series C common stock (note 2):
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(2.31
|
)
|
|
$
|
(3.21
|
)
|
|
$
|
(4.11
|
)
|
Discontinued operations
|
3.52
|
|
|
0.28
|
|
|
5.65
|
|
|||
|
$
|
1.21
|
|
|
$
|
(2.93
|
)
|
|
$
|
1.54
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic and diluted
|
267,320,720
|
|
|
263,742,301
|
|
|
252,691,000
|
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
387.3
|
|
|
$
|
(671.0
|
)
|
|
$
|
564.0
|
|
Other comprehensive earnings, net of taxes:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
98.0
|
|
|
83.2
|
|
|
601.5
|
|
|||
Reclassification adjustments included in net earnings (note 4)
|
(12.1
|
)
|
|
—
|
|
|
(390.9
|
)
|
|||
Other
|
5.4
|
|
|
(35.0
|
)
|
|
(1.8
|
)
|
|||
Other comprehensive earnings
|
91.3
|
|
|
48.2
|
|
|
208.8
|
|
|||
Comprehensive earnings (loss)
|
478.6
|
|
|
(622.8
|
)
|
|
772.8
|
|
|||
Comprehensive earnings attributable to noncontrolling interests
|
(64.8
|
)
|
|
(80.7
|
)
|
|
(243.3
|
)
|
|||
Comprehensive earnings (loss) attributable to LGI stockholders
|
$
|
413.8
|
|
|
$
|
(703.5
|
)
|
|
$
|
529.5
|
|
|
LGI stockholders
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||||||||||||||||||
|
Common stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
earnings,
net of taxes
|
|
Total LGI
stockholders
|
|
|||||||||||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
|||||||||||||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2010
|
$
|
1.3
|
|
|
$
|
0.1
|
|
|
$
|
1.2
|
|
|
$
|
4,105.5
|
|
|
$
|
(2,287.0
|
)
|
|
$
|
1,299.0
|
|
|
$
|
3,120.1
|
|
|
$
|
3,377.0
|
|
|
$
|
6,497.1
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
388.2
|
|
|
—
|
|
|
388.2
|
|
|
175.8
|
|
|
564.0
|
|
|||||||||
Other comprehensive earnings, net of taxes (note 15)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141.3
|
|
|
141.3
|
|
|
67.5
|
|
|
208.8
|
|
|||||||||
Repurchase and cancellation of LGI common stock (note 11)
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(890.7
|
)
|
|
—
|
|
|
—
|
|
|
(890.9
|
)
|
|
—
|
|
|
(890.9
|
)
|
|||||||||
Stock-based compensation (note 12)
|
—
|
|
|
—
|
|
|
—
|
|
|
77.4
|
|
|
—
|
|
|
—
|
|
|
77.4
|
|
|
—
|
|
|
77.4
|
|
|||||||||
Issuance of LGI stock incentive awards to satisfy obligations under the LGI Performance Plans (note 12)
|
—
|
|
|
—
|
|
|
—
|
|
|
117.8
|
|
|
—
|
|
|
—
|
|
|
117.8
|
|
|
—
|
|
|
117.8
|
|
|||||||||
Net excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
42.9
|
|
|
—
|
|
|
—
|
|
|
42.9
|
|
|
—
|
|
|
42.9
|
|
|||||||||
Sale of J:COM Disposal Group (note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,024.2
|
)
|
|
(3,024.2
|
)
|
|||||||||
Distributions by subsidiaries to noncontrolling interest owners (note 11)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198.1
|
)
|
|
(198.1
|
)
|
|||||||||
LGI common stock issued in connection with equity incentive plans and related employee tax withholding, net
|
—
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
|
15.9
|
|
|||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
|
15.1
|
|
|
47.0
|
|
|||||||||
Balance at December 31, 2010
|
$
|
1.2
|
|
|
$
|
0.1
|
|
|
$
|
1.1
|
|
|
$
|
3,500.7
|
|
|
$
|
(1,898.8
|
)
|
|
$
|
1,440.3
|
|
|
$
|
3,044.6
|
|
|
$
|
413.1
|
|
|
$
|
3,457.7
|
|
|
LGI stockholders
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||||||||||||||||||
|
Common stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
earnings,
net of taxes
|
|
Total LGI
stockholders
|
|
|||||||||||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
|||||||||||||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2011
|
$
|
1.2
|
|
|
$
|
0.1
|
|
|
$
|
1.1
|
|
|
$
|
3,500.7
|
|
|
$
|
(1,898.8
|
)
|
|
$
|
1,440.3
|
|
|
$
|
3,044.6
|
|
|
$
|
413.1
|
|
|
$
|
3,457.7
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(772.7
|
)
|
|
—
|
|
|
(772.7
|
)
|
|
101.7
|
|
|
(671.0
|
)
|
|||||||||
Other comprehensive earnings, net of taxes (note 15)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69.2
|
|
|
69.2
|
|
|
(21.0
|
)
|
|
48.2
|
|
|||||||||
Repurchase and cancellation of LGI common stock (note 11)
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(912.1
|
)
|
|
—
|
|
|
—
|
|
|
(912.3
|
)
|
|
—
|
|
|
(912.3
|
)
|
|||||||||
LGI Notes Exchange and conversion of UGC Convertible Notes (note 9)
|
0.4
|
|
|
—
|
|
|
0.2
|
|
|
1,324.5
|
|
|
—
|
|
|
—
|
|
|
1,325.1
|
|
|
—
|
|
|
1,325.1
|
|
|||||||||
Stock-based compensation (note 12)
|
—
|
|
|
—
|
|
|
—
|
|
|
81.0
|
|
|
—
|
|
|
—
|
|
|
81.0
|
|
|
—
|
|
|
81.0
|
|
|||||||||
Net excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
37.6
|
|
|
—
|
|
|
—
|
|
|
37.6
|
|
|
—
|
|
|
37.6
|
|
|||||||||
Distributions by subsidiaries to noncontrolling interest owners (note 11)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(418.2
|
)
|
|
(418.2
|
)
|
|||||||||
LGI common stock issued in connection with equity incentive plans and related employee tax withholding, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.7
|
)
|
|
—
|
|
|
—
|
|
|
(79.7
|
)
|
|
—
|
|
|
(79.7
|
)
|
|||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|
12.6
|
|
|
50.4
|
|
|
63.0
|
|
|||||||||
Balance at December 31, 2011
|
$
|
1.5
|
|
|
$
|
0.1
|
|
|
$
|
1.2
|
|
|
$
|
3,964.6
|
|
|
$
|
(2,671.5
|
)
|
|
$
|
1,509.5
|
|
|
$
|
2,805.4
|
|
|
$
|
126.0
|
|
|
$
|
2,931.4
|
|
|
LGI stockholders
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||||||||||||||||||
|
Common stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
earnings,
net of taxes
|
|
Total LGI
stockholders
|
|
|||||||||||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
|||||||||||||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2012
|
$
|
1.5
|
|
|
$
|
0.1
|
|
|
$
|
1.2
|
|
|
$
|
3,964.6
|
|
|
$
|
(2,671.5
|
)
|
|
$
|
1,509.5
|
|
|
$
|
2,805.4
|
|
|
$
|
126.0
|
|
|
$
|
2,931.4
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
322.8
|
|
|
—
|
|
|
322.8
|
|
|
64.5
|
|
|
387.3
|
|
|||||||||
Other comprehensive earnings, net of taxes (note 15)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91.0
|
|
|
91.0
|
|
|
0.3
|
|
|
91.3
|
|
|||||||||
Repurchase and cancellation of LGI common stock (note 11)
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(980.5
|
)
|
|
—
|
|
|
—
|
|
|
(980.7
|
)
|
|
—
|
|
|
(980.7
|
)
|
|||||||||
LGI call option contracts (note 11)
|
—
|
|
|
—
|
|
|
—
|
|
|
(53.2
|
)
|
|
—
|
|
|
—
|
|
|
(53.2
|
)
|
|
—
|
|
|
(53.2
|
)
|
|||||||||
Stock-based compensation (note 12)
|
—
|
|
|
—
|
|
|
—
|
|
|
70.4
|
|
|
—
|
|
|
—
|
|
|
70.4
|
|
|
—
|
|
|
70.4
|
|
|||||||||
Telenet Share Repurchase Agreement (note 11)
|
—
|
|
|
—
|
|
|
—
|
|
|
(62.8
|
)
|
|
—
|
|
|
—
|
|
|
(62.8
|
)
|
|
2.2
|
|
|
(60.6
|
)
|
|||||||||
Sale of Austar (note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84.4
|
)
|
|
(84.4
|
)
|
|||||||||
Puerto Rico Transaction (note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
48.3
|
|
|
—
|
|
|
—
|
|
|
48.3
|
|
|
48.2
|
|
|
96.5
|
|
|||||||||
Distributions by subsidiaries to noncontrolling interest owners (note 11)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(351.3
|
)
|
|
(351.3
|
)
|
|||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(31.2
|
)
|
|
—
|
|
|
—
|
|
|
(31.2
|
)
|
|
69.6
|
|
|
38.4
|
|
|||||||||
Balance at December 31, 2012
|
$
|
1.4
|
|
|
$
|
0.1
|
|
|
$
|
1.1
|
|
|
$
|
2,955.6
|
|
|
$
|
(2,348.7
|
)
|
|
$
|
1,600.5
|
|
|
$
|
2,210.0
|
|
|
$
|
(124.9
|
)
|
|
$
|
2,085.1
|
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
387.3
|
|
|
$
|
(671.0
|
)
|
|
$
|
564.0
|
|
Earnings from discontinued operations
|
(959.6
|
)
|
|
(136.5
|
)
|
|
(1,517.7
|
)
|
|||
Loss from continuing operations
|
(572.3
|
)
|
|
(807.5
|
)
|
|
(953.7
|
)
|
|||
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
112.4
|
|
|
131.3
|
|
|
111.0
|
|
|||
Depreciation and amortization
|
2,691.1
|
|
|
2,457.0
|
|
|
2,251.5
|
|
|||
Impairment, restructuring and other operating items, net
|
83.0
|
|
|
75.6
|
|
|
125.6
|
|
|||
Amortization of deferred financing costs and non-cash interest accretion
|
66.3
|
|
|
80.1
|
|
|
95.3
|
|
|||
Realized and unrealized losses on derivative instruments, net
|
1,069.9
|
|
|
60.4
|
|
|
1,152.3
|
|
|||
Foreign currency transaction losses (gains), net
|
(436.3
|
)
|
|
572.6
|
|
|
237.1
|
|
|||
Realized and unrealized losses (gains) due to changes in fair values of certain investments and debt, including impact of dividends
|
42.2
|
|
|
165.8
|
|
|
(118.0
|
)
|
|||
Losses on debt modification, extinguishment and conversion, net
|
215.8
|
|
|
218.4
|
|
|
29.8
|
|
|||
Gains due to changes in ownership
|
(52.5
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income tax expense
|
35.2
|
|
|
129.6
|
|
|
510.0
|
|
|||
Excess tax benefits from stock-based compensation
|
(7.2
|
)
|
|
(37.7
|
)
|
|
(44.7
|
)
|
|||
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Receivables and other operating assets
|
1,290.7
|
|
|
646.7
|
|
|
613.3
|
|
|||
Payables and accruals
|
(1,679.8
|
)
|
|
(1,129.6
|
)
|
|
(2,001.8
|
)
|
|||
Net cash provided by operating activities of discontinued operations
|
61.2
|
|
|
173.6
|
|
|
321.5
|
|
|||
Net cash provided by operating activities
|
2,919.7
|
|
|
2,736.3
|
|
|
2,329.2
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,883.6
|
)
|
|
(1,927.0
|
)
|
|
(1,690.5
|
)
|
|||
Proceeds received upon disposition of discontinued operations, net of disposal costs
|
1,055.4
|
|
|
—
|
|
|
3,969.9
|
|
|||
Cash paid in connection with acquisitions, net of cash acquired
|
(215.7
|
)
|
|
(1,980.5
|
)
|
|
(2,636.3
|
)
|
|||
Increase in KBW Escrow Account
|
—
|
|
|
(1,650.0
|
)
|
|
—
|
|
|||
Decrease in KBW Escrow Account
|
—
|
|
|
1,522.5
|
|
|
—
|
|
|||
Other investing activities, net
|
14.7
|
|
|
6.3
|
|
|
(32.3
|
)
|
|||
Net cash provided (used) by investing activities of discontinued operations, including deconsolidated cash
|
(51.7
|
)
|
|
18.4
|
|
|
(984.7
|
)
|
|||
Net cash used by investing activities
|
$
|
(1,080.9
|
)
|
|
$
|
(4,010.3
|
)
|
|
$
|
(1,373.9
|
)
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings of debt
|
$
|
5,981.9
|
|
|
$
|
5,622.8
|
|
|
$
|
3,208.1
|
|
Repayments and repurchases of debt and capital lease obligations
|
(4,376.1
|
)
|
|
(4,520.5
|
)
|
|
(5,744.9
|
)
|
|||
Increase in restricted cash related to the LGI Telenet Tender
|
(1,464.1
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of LGI common stock
|
(970.3
|
)
|
|
(912.6
|
)
|
|
(884.9
|
)
|
|||
Distributions by subsidiaries to noncontrolling interest owners
|
(335.9
|
)
|
|
(417.1
|
)
|
|
(196.9
|
)
|
|||
Payment of financing costs, debt premiums and exchange offer consideration
|
(229.8
|
)
|
|
(254.3
|
)
|
|
(94.1
|
)
|
|||
Contributions by noncontrolling interest owners to subsidiaries
|
115.1
|
|
|
26.7
|
|
|
3.1
|
|
|||
Net cash paid related to derivative instruments
|
(108.4
|
)
|
|
(80.4
|
)
|
|
(113.5
|
)
|
|||
Change in cash collateral
|
59.6
|
|
|
(64.6
|
)
|
|
3,557.8
|
|
|||
Payment of net settled employee withholding taxes on stock incentive awards
|
(56.8
|
)
|
|
(117.5
|
)
|
|
(49.0
|
)
|
|||
Excess tax benefits from stock-based compensation
|
7.2
|
|
|
37.7
|
|
|
44.7
|
|
|||
Other financing activities, net
|
(92.2
|
)
|
|
34.6
|
|
|
81.8
|
|
|||
Net cash used by financing activities of discontinued operations
|
—
|
|
|
(102.5
|
)
|
|
(81.0
|
)
|
|||
Net cash
used
by financing activities
|
(1,469.8
|
)
|
|
(747.7
|
)
|
|
(268.8
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash:
|
|
|
|
|
|
||||||
Continuing operations
|
28.2
|
|
|
30.0
|
|
|
(135.4
|
)
|
|||
Discontinued operations
|
(9.5
|
)
|
|
4.3
|
|
|
26.8
|
|
|||
Total
|
18.7
|
|
|
34.3
|
|
|
(108.6
|
)
|
|||
Net increase (decrease) in cash and cash equivalents:
|
|
|
|
|
|
||||||
Continuing operations
|
387.7
|
|
|
(2,081.2
|
)
|
|
1,295.3
|
|
|||
Discontinued operations
|
—
|
|
|
93.8
|
|
|
(717.4
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
387.7
|
|
|
(1,987.4
|
)
|
|
577.9
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Beginning of year
|
1,651.2
|
|
|
3,847.5
|
|
|
3,269.6
|
|
|||
End of year
|
2,038.9
|
|
|
1,860.1
|
|
|
3,847.5
|
|
|||
Less cash and cash equivalents of discontinued operations at end of year
|
—
|
|
|
(208.9
|
)
|
|
—
|
|
|||
Cash and cash equivalents of continuing operations at end of year
|
$
|
2,038.9
|
|
|
$
|
1,651.2
|
|
|
$
|
3,847.5
|
|
|
|
|
|
|
|
||||||
Cash paid for interest:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1,562.6
|
|
|
$
|
1,329.2
|
|
|
$
|
1,122.6
|
|
Discontinued operations
|
29.0
|
|
|
54.2
|
|
|
42.0
|
|
|||
Total
|
$
|
1,591.6
|
|
|
$
|
1,383.4
|
|
|
$
|
1,164.6
|
|
Net cash paid for taxes:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
11.8
|
|
|
$
|
54.9
|
|
|
$
|
267.1
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
6.4
|
|
|||
Total
|
$
|
11.8
|
|
|
$
|
54.9
|
|
|
$
|
273.5
|
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
Amounts attributable to LGI stockholders:
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(616.9
|
)
|
|
$
|
(846.1
|
)
|
|
$
|
(1,040.1
|
)
|
Earnings from discontinued operations
|
939.7
|
|
|
73.4
|
|
|
1,428.3
|
|
|||
Net earnings (loss) attributable to LGI stockholders
|
$
|
322.8
|
|
|
$
|
(772.7
|
)
|
|
$
|
388.2
|
|
Cash and cash equivalents
|
$
|
4.4
|
|
Other current assets
|
12.1
|
|
|
Property and equipment, net
|
150.5
|
|
|
Intangible assets subject to amortization (a)
|
130.0
|
|
|
Intangible assets not subject to amortization - cable television franchise rights
|
355.0
|
|
|
Goodwill (b)
|
148.9
|
|
|
Other assets, net
|
2.7
|
|
|
Current portion of debt and capital lease obligations
|
(3.5
|
)
|
|
Other current liabilities
|
(33.9
|
)
|
|
Long-term debt and capital lease obligations
|
(496.9
|
)
|
|
Deferred tax liabilities
|
(172.8
|
)
|
|
Total purchase price
|
$
|
96.5
|
|
(a)
|
Amount primarily includes intangible assets related to customer relationships. At November 9, 2012, the weighted average useful life of
OneLink
’s intangible assets was approximately 10 years.
|
(b)
|
The goodwill recognized in connection with the
Puerto Rico Transaction
is primarily attributable to (i) the ability to take advantage of the existing advanced broadband communications networks of
OneLink
to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of
OneLink
with our existing broadband communications operations in Puerto Rico.
|
(a)
|
Unitymedia KabelBW
committed to the distribution of basic digital television channels (as opposed to channels marketed in premium subscription packages) on its entire network in unencrypted form commencing January 1, 2013. This commitment generally covers free-to-air television channels in standard definition and high definition (
HD
) and is consistent with the practice that had been adopted by
KBW
prior to the
KBW Acquisition
. If, however, free-to-air television broadcasters request their
HD
content to be distributed in an encrypted
HD
package, the encryption of free-to-air
HD
channels is still possible. In addition, we made a commitment that, through December 31, 2016, the annual carriage fees
Unitymedia KabelBW
receives for each such free-to-air television channel distributed in digital or simulcast in digital and analog would not exceed a specified annual amount, determined by applying the applicable rate card systems of
Unitymedia KabelBW
as of January 1, 2012;
|
(b)
|
Effective January 1, 2012,
Unitymedia KabelBW
waived its exclusivity rights in access agreements with housing associations with respect to the usage of infrastructures other than its in-building distribution networks to provide television, broadband internet or telephony services within the building;
|
(c)
|
Effective January 1, 2012, upon expiration of the minimum term of an access agreement with a housing association,
Unitymedia KabelBW
will transfer the ownership rights to the in-building distribution network to the building owner or other party granting access. In addition,
Unitymedia KabelBW
waived its right to remove its in-building distribution networks; and
|
(d)
|
A special early termination right was granted with respect to certain of
Unitymedia KabelBW
’s existing access agreements (the
Remedy HA Agreements
) with the largest housing associations that cover more than
800
dwelling units and which had a remaining term of more than
three years
as of December 15, 2011. The total number of dwelling units covered by the
Remedy HA Agreements
was approximately
340,000
as of December 15, 2011. The special termination right may be exercised on or before September 30 of each calendar year up to the expiration of the current contract term, with termination effective as of January 1 or July 1 of the following year. If the special termination right is exercised, compensation will be
|
|
|
KBW
|
|
Aster
|
||||
Effective acquisition date for financial reporting purposes:
|
|
December 15, 2011
|
|
September 16, 2011
|
||||
|
|
in millions
|
||||||
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
233.8
|
|
|
$
|
22.0
|
|
|
Other current assets
|
64.9
|
|
|
19.3
|
|
|||
Property and equipment, net
|
2,197.1
|
|
|
125.2
|
|
|||
Goodwill (a)
|
1,839.8
|
|
|
476.8
|
|
|||
Intangible assets subject to amortization (b)
|
865.6
|
|
|
225.0
|
|
|||
Other assets, net
|
58.8
|
|
|
0.4
|
|
|||
Current portion of debt and capital lease obligations
|
(7.3
|
)
|
|
—
|
|
|||
Other current liabilities
|
(221.7
|
)
|
|
(24.5
|
)
|
|||
Long-term debt and capital lease obligations
|
(3,286.6
|
)
|
|
—
|
|
|||
Other long-term liabilities
|
(362.5
|
)
|
|
(59.5
|
)
|
|||
Total purchase price
|
$
|
1,381.9
|
|
|
$
|
784.7
|
|
(a)
|
The goodwill recognized in connection with the
KBW
and
Aster Acquisition
s is primarily attributable to (i) the ability to take advantage of the existing advanced broadband communications networks of
KBW
and
Aster
to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of
KBW
and
Aster
with our other broadband communications operations in Germany and Poland, respectively. We expect that
$382.7 million
of the goodwill associated with the
KBW Acquisition
will be deductible for tax purposes.
|
(b)
|
Amounts primarily include intangible assets related to customer relationships. At
December 15, 2011
, the weighted average useful life of
KBW
’s intangible assets was approximately
ten
years. At
September 16, 2011
, the weighted average useful life of
Aster
’s intangible assets was approximately
seven
years.
|
Cash and cash equivalents
|
$
|
175.9
|
|
Other current assets
|
298.7
|
|
|
Property and equipment, net
|
3,571.6
|
|
|
Goodwill (a)
|
2,015.7
|
|
|
Intangible assets subject to amortization (b)
|
991.2
|
|
|
Other assets, net
|
32.8
|
|
|
Current portion of debt and capital lease obligations
|
(13.5
|
)
|
|
Other current liabilities
|
(611.4
|
)
|
|
Long-term debt and capital lease obligations
|
(3,084.4
|
)
|
|
Other long-term liabilities
|
(573.6
|
)
|
|
Total purchase price
|
$
|
2,803.0
|
|
(a)
|
The goodwill recognized in connection with the
Unitymedia Acquisition
is primarily attributable to (i) the ability to take advantage of
Old Unitymedia
’s existing advanced broadband communications network to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of
Old Unitymedia
with our other broadband communications operations in Europe.
|
(b)
|
Amount primarily includes intangible assets related to customer relationships. At
January 28, 2010
, the weighted average useful life of
Old Unitymedia
’s intangible assets was approximately
seven
years.
|
|
Year ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions, except per
share amounts
|
||||||
Revenue:
|
|
|
|
||||
Continuing operations
|
$
|
10,458.4
|
|
|
$
|
10,588.3
|
|
Discontinued operations
|
293.7
|
|
|
735.7
|
|
||
Total
|
$
|
10,752.1
|
|
|
$
|
11,324.0
|
|
|
|
|
|
||||
Net earnings (loss) attributable to LGI stockholders
|
$
|
316.2
|
|
|
$
|
(816.8
|
)
|
Basic and diluted earnings (loss) attributable to LGI stockholders per share — Series A, Series B and Series C common stock
|
$
|
1.18
|
|
|
$
|
(3.10
|
)
|
|
Year ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
in millions, except per
share amounts
|
||||||
Revenue:
|
|
|
|
||||
Continuing operations
|
$
|
10,419.9
|
|
|
$
|
9,326.3
|
|
Discontinued operations
|
735.7
|
|
|
1,303.5
|
|
||
Total
|
$
|
11,155.6
|
|
|
$
|
10,629.8
|
|
|
|
|
|
||||
Net earnings (loss) attributable to LGI stockholders
|
$
|
(832.8
|
)
|
|
$
|
306.9
|
|
Basic and diluted earnings (loss) attributable to LGI stockholders per share – Series A, Series B and Series C common stock
|
$
|
(3.16
|
)
|
|
$
|
1.21
|
|
Assets:
|
|
||
Cash and cash equivalents
|
$
|
208.9
|
|
Other current assets
|
66.7
|
|
|
Investments
|
61.9
|
|
|
Property and equipment, net
|
216.7
|
|
|
Goodwill
|
332.7
|
|
|
Other assets
|
158.8
|
|
|
Total assets
|
$
|
1,045.7
|
|
|
|
||
Liabilities:
|
|
||
Current liabilities
|
$
|
114.1
|
|
Long-term debt and capital lease obligations
|
693.8
|
|
|
Other long-term liabilities
|
52.7
|
|
|
Total liabilities
|
860.6
|
|
|
Total equity
|
185.1
|
|
|
Total liabilities and equity
|
$
|
1,045.7
|
|
|
Year ended December 31,
|
||||||||||
|
2012 (a)
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
293.7
|
|
|
$
|
735.7
|
|
|
$
|
1,303.5
|
|
Operating income
|
$
|
78.7
|
|
|
$
|
260.7
|
|
|
$
|
237.2
|
|
Earnings before income taxes and noncontrolling interests
|
$
|
49.6
|
|
|
$
|
193.6
|
|
|
$
|
133.4
|
|
Income tax expense
|
$
|
14.1
|
|
|
$
|
57.1
|
|
|
$
|
6.5
|
|
Earnings from discontinued operations attributable to LGI stockholders, net of taxes
|
$
|
15.6
|
|
|
$
|
73.4
|
|
|
$
|
37.5
|
|
(a)
|
Represents the operating results of
Austar
through May 23, 2012, the date the
Austar Transaction
was completed.
|
(a)
|
At
December 31, 2012
and
2011
, we owned
45,652,043
shares of
Sumitomo
common stock. Our
Sumitomo
shares represented less than
5%
of
Sumitomo
’s outstanding common stock at
December 31, 2012
. These shares secure the
Sumitomo Collar Loan
, as defined and described in note
6
.
|
(b)
|
Includes various fair value investments, the most significant of which is our
17.0%
interest in Canal+ Cyfrowy S.A. (
Cyfra+
), a privately-held DTH operator in Poland.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Current (a)
|
|
Long-term (a)
|
|
Total
|
|
Current (a)
|
|
Long-term (a)
|
|
Total
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
$
|
191.3
|
|
|
$
|
467.1
|
|
|
$
|
658.4
|
|
|
$
|
155.8
|
|
|
$
|
544.4
|
|
|
$
|
700.2
|
|
Equity-related derivative contracts (c)
|
—
|
|
|
594.6
|
|
|
594.6
|
|
|
—
|
|
|
684.6
|
|
|
684.6
|
|
||||||
Foreign currency forward contracts
|
0.7
|
|
|
0.4
|
|
|
1.1
|
|
|
4.5
|
|
|
0.3
|
|
|
4.8
|
|
||||||
Other
|
1.3
|
|
|
3.0
|
|
|
4.3
|
|
|
1.7
|
|
|
2.1
|
|
|
3.8
|
|
||||||
Total
|
$
|
193.3
|
|
|
$
|
1,065.1
|
|
|
$
|
1,258.4
|
|
|
$
|
162.0
|
|
|
$
|
1,231.4
|
|
|
$
|
1,393.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
$
|
543.2
|
|
|
$
|
2,156.3
|
|
|
$
|
2,699.5
|
|
|
$
|
576.6
|
|
|
$
|
1,705.0
|
|
|
$
|
2,281.6
|
|
Equity-related derivative contracts (c)
|
21.6
|
|
|
—
|
|
|
21.6
|
|
|
23.3
|
|
|
—
|
|
|
23.3
|
|
||||||
Foreign currency forward contracts
|
4.5
|
|
|
3.6
|
|
|
8.1
|
|
|
0.1
|
|
|
2.7
|
|
|
2.8
|
|
||||||
Other
|
0.6
|
|
|
0.7
|
|
|
1.3
|
|
|
1.2
|
|
|
1.8
|
|
|
3.0
|
|
||||||
Total
|
$
|
569.9
|
|
|
$
|
2,160.6
|
|
|
$
|
2,730.5
|
|
|
$
|
601.2
|
|
|
$
|
1,709.5
|
|
|
$
|
2,310.7
|
|
(a)
|
Our current derivative assets are included in other current assets and our long-term derivative assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.
|
(b)
|
We consider credit risk in our fair value assessments. As of
December 31, 2012
and
2011
, (i) the fair values of our cross-currency and interest rate derivative contracts that represented assets have been reduced by credit risk valuation adjustments aggregating
$17.2 million
and
$59.3 million
, respectively, and (ii) the fair values of our cross-currency and interest rate derivative contracts that represented liabilities have been reduced by credit risk valuation adjustments aggregating
$156.5 million
and
$255.1 million
, respectively. 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. The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of (
$57.3 million
),
$42.9 million
and
$88.4 million
during
2012
,
2011
and
2010
, respectively. These amounts are included in realized and unrealized losses
on derivative instruments, net, in our consolidated statements of operations. For further information concerning our fair value measurements, see note
7
.
|
(c)
|
The fair value of our equity-related derivatives relates to the share collar (the
Sumitomo Collar
) with respect to the
Sumitomo
shares held by our company. The fair value of the
Sumitomo Collar
does not include a credit risk valuation adjustment as we have assumed that any losses incurred by our company in the event of nonperformance by the counterparty would be,
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
Continuing operations:
|
|
|
|
|
|
||||||
Cross-currency and interest rate derivative contracts
|
$
|
(958.3
|
)
|
|
$
|
(110.6
|
)
|
|
$
|
(1,120.2
|
)
|
Equity-related derivative contracts (a)
|
(109.0
|
)
|
|
87.2
|
|
|
(0.1
|
)
|
|||
Foreign currency forward contracts
|
(6.0
|
)
|
|
(36.1
|
)
|
|
(34.6
|
)
|
|||
Other
|
3.4
|
|
|
(0.9
|
)
|
|
2.6
|
|
|||
Total — continuing operations
|
$
|
(1,069.9
|
)
|
|
$
|
(60.4
|
)
|
|
$
|
(1,152.3
|
)
|
Discontinued operations
|
$
|
4.6
|
|
|
$
|
(8.3
|
)
|
|
$
|
5.2
|
|
(a)
|
Includes activity related to the
Sumitomo Collar
.
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
Continuing operations:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
(435.5
|
)
|
|
$
|
(459.1
|
)
|
|
$
|
(493.2
|
)
|
Investing activities
|
23.7
|
|
|
—
|
|
|
34.7
|
|
|||
Financing activities
|
(108.4
|
)
|
|
(80.4
|
)
|
|
(113.5
|
)
|
|||
Total — continuing operations
|
$
|
(520.2
|
)
|
|
$
|
(539.5
|
)
|
|
$
|
(572.0
|
)
|
Discontinued operations
|
$
|
(6.6
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
(50.7
|
)
|
(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, 2012
, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to
December 31, 2012
, we present a range of dates that represents the period covered by the applicable derivative instrument.
|
(b)
|
Unlike the other cross-currency swaps presented in this table, the
UPC Holding
cross-currency swap does not involve the exchange of notional amounts at the inception and maturity of the instrument. Accordingly, the only cash flows associated with this instrument are interest payments and receipts.
|
Subsidiary /
Final maturity date (a)
|
|
Notional amount
due from
counterparty
|
|
Notional amount
due to
counterparty
|
|
Interest rate
due from
counterparty
|
|
Interest rate
due to
counterparty
|
||||
|
|
in millions
|
|
|
|
|
||||||
UPC Broadband Holding:
|
|
|
|
|
|
|
|
|
|
|||
July 2018
|
|
$
|
425.0
|
|
|
€
|
320.9
|
|
|
6 mo. LIBOR + 1.75%
|
|
6.08%
|
September 2014 - January 2020
|
|
$
|
327.5
|
|
|
€
|
249.5
|
|
|
6 mo. LIBOR + 4.92%
|
|
7.52%
|
December 2014
|
|
$
|
300.0
|
|
|
€
|
226.5
|
|
|
6 mo. LIBOR + 1.75%
|
|
5.78%
|
December 2014 - July 2018
|
|
$
|
300.0
|
|
|
€
|
226.5
|
|
|
6 mo. LIBOR + 2.58%
|
|
6.80%
|
December 2016
|
|
$
|
296.6
|
|
|
€
|
219.8
|
|
|
6 mo. LIBOR + 3.50%
|
|
6.75%
|
March 2013
|
|
$
|
100.0
|
|
|
€
|
75.4
|
|
|
6 mo. LIBOR + 2.00%
|
|
5.73%
|
March 2013 - July 2018
|
|
$
|
100.0
|
|
|
€
|
75.4
|
|
|
6 mo. LIBOR + 3.00%
|
|
6.97%
|
November 2019
|
|
$
|
250.0
|
|
|
CHF
|
226.8
|
|
|
7.25%
|
|
6 mo. CHF LIBOR + 5.01%
|
January 2020
|
|
$
|
225.0
|
|
|
CHF
|
206.3
|
|
|
6 mo. LIBOR + 4.81%
|
|
5.44%
|
December 2014
|
|
$
|
340.0
|
|
|
CLP
|
181,322.0
|
|
|
6 mo. LIBOR + 1.75%
|
|
8.76%
|
December 2016
|
|
$
|
201.5
|
|
|
RON
|
489.3
|
|
|
6 mo. LIBOR + 3.50%
|
|
14.01%
|
December 2014
|
|
€
|
134.2
|
|
|
CLP
|
107,800.0
|
|
|
6 mo. EURIBOR + 2.00%
|
|
10.00%
|
VTR:
|
|
|
|
|
|
|
|
|
|
|||
September 2014
|
|
$
|
446.5
|
|
|
CLP
|
247,137.8
|
|
|
6 mo. LIBOR + 3.00%
|
|
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, 2012
, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to
December 31, 2012
, we present a range of dates that represents the period covered by the applicable derivative instrument.
|
Subsidiary / Final maturity date (a)
|
|
Notional amount
|
|
Interest rate due from
counterparty
|
|
Interest rate due to
counterparty
|
||
|
|
in millions
|
|
|
|
|
||
UPC Broadband Holding:
|
|
|
|
|
|
|
|
|
January 2013 — January 2014
|
|
$
|
1,300.0
|
|
|
1 mo. LIBOR + 3.49%
|
|
6 mo. LIBOR + 3.32%
|
January 2013
|
|
$
|
1,043.0
|
|
|
1 mo. LIBOR + 3.23%
|
|
6 mo. LIBOR + 3.03%
|
July 2020
|
|
$
|
1,000.0
|
|
|
6.63%
|
|
6 mo. LIBOR + 3.03%
|
January 2022
|
|
$
|
750.0
|
|
|
6.88%
|
|
6 mo. LIBOR + 4.89%
|
January 2013 — January 2014
|
|
€
|
2,750.0
|
|
|
1 mo. EURIBOR + 3.76%
|
|
6 mo. EURIBOR + 3.52%
|
January 2013
|
|
€
|
2,720.0
|
|
|
1 mo. EURIBOR + 3.60%
|
|
6 mo. EURIBOR + 3.13%
|
December 2014
|
|
€
|
971.8
|
|
|
6 mo. EURIBOR
|
|
2.97%
|
July 2020
|
|
€
|
750.0
|
|
|
6.38%
|
|
6 mo. EURIBOR + 3.16%
|
January 2015 — January 2021
|
|
€
|
750.0
|
|
|
6 mo. EURIBOR
|
|
2.57%
|
July 2013 — December 2014
|
|
€
|
500.0
|
|
|
6 mo. EURIBOR
|
|
4.67%
|
January 2015 — December 2016
|
|
€
|
500.0
|
|
|
6 mo. EURIBOR
|
|
4.32%
|
July 2014
|
|
€
|
337.0
|
|
|
6 mo. EURIBOR
|
|
3.94%
|
January 2015 — January 2023
|
|
€
|
290.0
|
|
|
6 mo. EURIBOR
|
|
2.79%
|
December 2015
|
|
€
|
263.3
|
|
|
6 mo. EURIBOR
|
|
3.97%
|
January 2023
|
|
€
|
210.0
|
|
|
6 mo. EURIBOR
|
|
2.88%
|
January 2014
|
|
€
|
185.0
|
|
|
6 mo. EURIBOR
|
|
4.04%
|
January 2015 — January 2018
|
|
€
|
175.0
|
|
|
6 mo. EURIBOR
|
|
3.74%
|
July 2020
|
|
€
|
171.3
|
|
|
6 mo. EURIBOR
|
|
4.32%
|
January 2015 — July 2020
|
|
€
|
171.3
|
|
|
6 mo. EURIBOR
|
|
3.95%
|
January 2015 — November 2021
|
|
€
|
107.0
|
|
|
6 mo. EURIBOR
|
|
2.89%
|
December 2013
|
|
€
|
90.5
|
|
|
6 mo. EURIBOR
|
|
0.90%
|
December 2014
|
|
CHF
|
2,380.0
|
|
|
6 mo. CHF LIBOR
|
|
2.81%
|
January 2015 — January 2022
|
|
CHF
|
711.5
|
|
|
6 mo. CHF LIBOR
|
|
1.89%
|
January 2015 — January 2021
|
|
CHF
|
500.0
|
|
|
6 mo. CHF LIBOR
|
|
1.65%
|
January 2015 — January 2018
|
|
CHF
|
400.0
|
|
|
6 mo. CHF LIBOR
|
|
2.51%
|
January 2015 — December 2016
|
|
CHF
|
370.9
|
|
|
6 mo. CHF LIBOR
|
|
3.82%
|
January 2015 — November 2019
|
|
CHF
|
226.8
|
|
|
6 mo. CHF LIBOR + 5.01%
|
|
6.88%
|
July 2013
|
|
CLP
|
61,500.0
|
|
|
6.77%
|
|
6 mo. TAB
|
Telenet International Finance S.a.r.l (Telenet International):
|
|
|
|
|
|
|
|
|
July 2017 — July 2019
|
|
€
|
600.0
|
|
|
3 mo. EURIBOR
|
|
3.29%
|
August 2015
|
|
€
|
350.0
|
|
|
3 mo. EURIBOR
|
|
3.54%
|
August 2015 — December 2018
|
|
€
|
305.0
|
|
|
3 mo. EURIBOR
|
|
2.46%
|
December 2015 — June 2021
|
|
€
|
250.0
|
|
|
3 mo. EURIBOR
|
|
3.49%
|
July 2019
|
|
€
|
200.0
|
|
|
3 mo. EURIBOR
|
|
3.55%
|
January 2013
|
|
€
|
150.0
|
|
|
1 mo. EURIBOR + 0.30%
|
|
3 mo. EURIBOR
|
July 2017
|
|
€
|
150.0
|
|
|
3 mo. EURIBOR
|
|
3.55%
|
July 2017 — December 2018
|
|
€
|
70.0
|
|
|
3 mo. EURIBOR
|
|
3.00%
|
Subsidiary / Final maturity date (a)
|
|
Notional amount
|
|
Interest rate due from
counterparty
|
|
Interest rate due to
counterparty
|
||
|
|
in millions
|
|
|
|
|
||
June 2021
|
|
€
|
55.0
|
|
|
3 mo. EURIBOR
|
|
2.29%
|
June 2015
|
|
€
|
50.0
|
|
|
3 mo. EURIBOR
|
|
3.55%
|
December 2017
|
|
€
|
50.0
|
|
|
3 mo. EURIBOR
|
|
3.52%
|
December 2015 — July 2019
|
|
€
|
50.0
|
|
|
3 mo. EURIBOR
|
|
3.40%
|
December 2017 — July 2019
|
|
€
|
50.0
|
|
|
3 mo. EURIBOR
|
|
2.99%
|
July 2017 — June 2021
|
|
€
|
50.0
|
|
|
3 mo. EURIBOR
|
|
3.00%
|
August 2015 — June 2021
|
|
€
|
45.0
|
|
|
3 mo. EURIBOR
|
|
3.20%
|
VTR:
|
|
|
|
|
|
|
|
|
July 2013
|
|
CLP
|
61,500.0
|
|
|
6 mo. TAB
|
|
7.78%
|
(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, 2012
, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to
December 31, 2012
, we present a range of dates that represents the period covered by the applicable derivative instrument.
|
(a)
|
For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate. For derivative instruments that were in effect as of
December 31, 2012
, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to
December 31, 2012
, we present a range of dates that represents the period covered by the applicable derivative instrument.
|
(b)
|
Our purchased interest rate caps entitle us to receive payments from the counterparty when
EURIBOR
exceeds the
EURIBOR
cap rate.
|
(c)
|
Our sold interest rate cap requires that we make payments to the counterparty when
EURIBOR
exceeds the
EURIBOR
cap rate.
|
|
|
December 31, 2012
|
||||||
Subsidiary / Final maturity date (a)
|
|
Notional
amount
|
|
EURIBOR floor rate (b)
|
|
EURIBOR cap rate (c)
|
||
|
|
in millions
|
|
|
|
|
||
UPC Broadband Holding:
|
|
|
|
|
|
|
||
January 2015 — January 2020
|
€
|
1,135.0
|
|
|
1.00%
|
|
3.54%
|
|
Telenet International:
|
|
|
|
|
|
|
||
July 2017
|
€
|
950.0
|
|
|
2.00%
|
|
4.00%
|
(a)
|
For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate. For derivative instruments that were in effect as of
December 31, 2012
, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to
December 31, 2012
, we present a range of dates that represents the period covered by the applicable derivative instrument.
|
(b)
|
We make payments to the counterparty when
EURIBOR
is less than the
EURIBOR
floor rate.
|
(c)
|
We receive payments from the counterparty when
EURIBOR
is greater than the
EURIBOR
cap rate.
|
|
|
Notional amount at
|
||
Contract expiration date
|
|
December 31, 2012
|
||
|
|
in millions
|
||
|
|
|
||
April 2018
|
$
|
419.8
|
|
|
October 2016
|
$
|
19.8
|
|
|
April 2017
|
$
|
19.8
|
|
|
October 2017
|
$
|
19.8
|
|
Subsidiary
|
|
Currency
purchased
forward
|
|
Currency
sold
forward
|
|
Maturity dates
|
||||
|
|
in millions
|
|
|
||||||
|
|
|
|
|
|
|
|
|||
LGE Financing
|
$
|
4.9
|
|
|
€
|
3.8
|
|
|
January 2013 — January 2014
|
|
UPC Holding
|
$
|
479.0
|
|
|
CHF
|
415.1
|
|
|
October 2016 — April 2018
|
|
UPC Broadband Holding
|
$
|
1.3
|
|
|
CZK
|
23.6
|
|
|
January 2013 — May 2013
|
|
UPC Broadband Holding
|
€
|
44.8
|
|
|
CHF
|
53.8
|
|
|
January 2013 — December 2013
|
|
UPC Broadband Holding
|
€
|
8.3
|
|
|
CZK
|
209.9
|
|
|
January 2013 — September 2013
|
|
UPC Broadband Holding
|
€
|
13.0
|
|
|
HUF
|
3,825.0
|
|
|
January 2013 — September 2013
|
|
UPC Broadband Holding
|
€
|
36.7
|
|
|
PLN
|
155.4
|
|
|
January 2013 — September 2013
|
|
UPC Broadband Holding
|
£
|
2.7
|
|
|
€
|
3.4
|
|
|
January 2013 — September 2013
|
|
UPC Broadband Holding
|
CHF
|
75.0
|
|
|
€
|
62.1
|
|
|
January 2013
|
|
UPC Broadband Holding
|
CZK
|
260.0
|
|
|
€
|
10.4
|
|
|
January 2013
|
|
UPC Broadband Holding
|
HUF
|
7,000.0
|
|
|
€
|
24.1
|
|
|
January 2013
|
|
UPC Broadband Holding
|
PLN
|
107.0
|
|
|
€
|
26.2
|
|
|
January 2013
|
|
UPC Broadband Holding
|
RON
|
35.0
|
|
|
€
|
7.9
|
|
|
January 2013
|
|
Telenet NV
|
$
|
37.0
|
|
|
€
|
29.4
|
|
|
January 2013 — December 2013
|
|
VTR
|
$
|
29.9
|
|
|
CLP
|
15,078.8
|
|
|
January 2013 — November 2013
|
|
|
|
|
Fair value measurements at December 31, 2012 using:
|
||||||||||||
Description
|
|
December 31, 2012
|
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
|
in millions
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
658.4
|
|
|
$
|
—
|
|
|
$
|
658.4
|
|
|
$
|
—
|
|
|
Equity-related derivative instruments
|
594.6
|
|
|
—
|
|
|
—
|
|
|
594.6
|
|
|||||
Foreign currency forward contracts
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|||||
Other
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|||||
Total derivative instruments
|
1,258.4
|
|
|
—
|
|
|
663.8
|
|
|
594.6
|
|
|||||
Investments
|
947.9
|
|
|
579.7
|
|
|
—
|
|
|
368.2
|
|
|||||
Total assets
|
$
|
2,206.3
|
|
|
$
|
579.7
|
|
|
$
|
663.8
|
|
|
$
|
962.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities - derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
2,699.5
|
|
|
$
|
—
|
|
|
$
|
2,699.5
|
|
|
$
|
—
|
|
|
Equity-related derivative instruments
|
21.6
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|||||
Foreign currency forward contracts
|
8.1
|
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|||||
Other
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|||||
Total liabilities
|
$
|
2,730.5
|
|
|
$
|
—
|
|
|
$
|
2,708.9
|
|
|
$
|
21.6
|
|
|
|
|
|
Fair value measurements
at December 31, 2011 using:
|
||||||||||||
Description
|
|
December 31, 2011
|
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
|
in millions
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
700.2
|
|
|
$
|
—
|
|
|
$
|
700.2
|
|
|
$
|
—
|
|
|
Equity-related derivative instruments
|
684.6
|
|
|
—
|
|
|
—
|
|
|
684.6
|
|
|||||
Foreign currency forward contracts
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|||||
Other
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|||||
Total derivative instruments
|
1,393.4
|
|
|
—
|
|
|
708.8
|
|
|
684.6
|
|
|||||
Investments
|
970.1
|
|
|
617.9
|
|
|
—
|
|
|
352.2
|
|
|||||
Total assets
|
$
|
2,363.5
|
|
|
$
|
617.9
|
|
|
$
|
708.8
|
|
|
$
|
1,036.8
|
|
|
Liabilities - derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
2,281.6
|
|
|
$
|
—
|
|
|
$
|
2,281.6
|
|
|
$
|
—
|
|
|
Equity-related derivative instruments
|
23.3
|
|
|
—
|
|
|
—
|
|
|
23.3
|
|
|||||
Foreign currency forward contracts
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|||||
Other
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|||||
Total liabilities
|
$
|
2,310.7
|
|
|
$
|
—
|
|
|
$
|
2,287.4
|
|
|
$
|
23.3
|
|
|
Investments
|
|
Equity-related
derivative
instruments
|
|
Total
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Balance of asset (liability) at January 1, 2012
|
$
|
352.2
|
|
|
$
|
661.3
|
|
|
$
|
1,013.5
|
|
Gains (losses) included in net earnings (a):
|
|
|
|
|
|
||||||
Realized and unrealized losses on derivative instruments, net
|
—
|
|
|
(109.0
|
)
|
|
(109.0
|
)
|
|||
Realized and unrealized gains due to changes in fair values of certain investments, net
|
8.3
|
|
|
—
|
|
|
8.3
|
|
|||
Cash settlements, foreign currency translation adjustments and other
|
7.7
|
|
|
20.7
|
|
|
28.4
|
|
|||
Balance of asset at December 31, 2012
|
$
|
368.2
|
|
|
$
|
573.0
|
|
|
$
|
941.2
|
|
(a)
|
Substantially all of the net gains (losses) recognized during
2012
relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of
December 31, 2012
.
|
|
Estimated useful
life at
December 31, 2012
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
|||||
|
|
|
in millions
|
||||||
|
|
|
|
|
|
||||
Distribution systems
|
4 to 30 years
|
|
$
|
15,372.3
|
|
|
$
|
14,671.4
|
|
Customer premises equipment
|
3 to 5 years
|
|
4,162.6
|
|
|
4,081.2
|
|
||
Support equipment, buildings and land
|
3 to 40 years
|
|
2,282.1
|
|
|
2,270.9
|
|
||
|
|
|
21,817.0
|
|
|
21,023.5
|
|
||
Accumulated depreciation
|
|
(8,379.4
|
)
|
|
(8,155.1
|
)
|
|||
Total property and equipment, net
|
|
$
|
13,437.6
|
|
|
$
|
12,868.4
|
|
|
January 1,
2012
|
|
Acquisitions
and related
adjustments
|
|
Foreign
currency
translation
adjustments
|
|
December 31, 2012
|
||||||||
|
in millions
|
||||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
||||||||
Germany
|
$
|
3,703.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
67.8
|
|
|
$
|
3,770.3
|
|
The Netherlands
|
1,181.7
|
|
|
2.9
|
|
|
21.6
|
|
|
1,206.2
|
|
||||
Switzerland
|
3,026.8
|
|
|
1.1
|
|
|
80.0
|
|
|
3,107.9
|
|
||||
Other Western Europe
|
1,013.0
|
|
|
—
|
|
|
18.5
|
|
|
1,031.5
|
|
||||
Total Western Europe
|
8,924.8
|
|
|
3.2
|
|
|
187.9
|
|
|
9,115.9
|
|
||||
Central and Eastern Europe
|
1,404.2
|
|
|
0.8
|
|
|
104.5
|
|
|
1,509.5
|
|
||||
Total UPC/Unity Division
|
10,329.0
|
|
|
4.0
|
|
|
292.4
|
|
|
10,625.4
|
|
||||
Telenet (Belgium)
|
2,119.5
|
|
|
—
|
|
|
38.8
|
|
|
2,158.3
|
|
||||
VTR Group (Chile)
|
514.3
|
|
|
—
|
|
|
43.7
|
|
|
558.0
|
|
||||
Corporate and other
|
326.5
|
|
|
204.3
|
|
|
5.1
|
|
|
535.9
|
|
||||
Total (a)
|
$
|
13,289.3
|
|
|
$
|
208.3
|
|
|
$
|
380.0
|
|
|
$
|
13,877.6
|
|
(a)
|
With the exception of Other Western Europe, Central and Eastern Europe and our Corporate and other category, our reporting units for purposes of goodwill impairment testing correspond to our reportable segments, as set forth in the above table. Our reporting units in our Other Western Europe reportable segment include our operating segments in Austria and Ireland and our reporting units in our Central and Eastern Europe reportable segment include our operating segments in the Czech Republic, Hungary, Poland, Romania and Slovakia.
|
|
January 1,
2011
|
|
Acquisitions
and related
adjustments
|
|
Impairment
|
|
Reclassification of Austar to discontinued operations
|
|
Foreign
currency
translation
adjustments
and other
|
|
December 31,
2011 |
||||||||||||
|
|
|
in millions
|
|
|
||||||||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Germany
|
$
|
1,928.1
|
|
|
$
|
1,840.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(65.4
|
)
|
|
$
|
3,703.3
|
|
The Netherlands
|
1,218.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.0
|
)
|
|
1,181.7
|
|
||||||
Switzerland
|
3,042.5
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(15.5
|
)
|
|
3,026.8
|
|
||||||
Other Western Europe
|
1,044.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31.7
|
)
|
|
1,013.0
|
|
||||||
Total Western Europe
|
7,234.0
|
|
|
1,840.4
|
|
|
—
|
|
|
—
|
|
|
(149.6
|
)
|
|
8,924.8
|
|
||||||
Central and Eastern Europe
|
1,063.7
|
|
|
479.2
|
|
|
—
|
|
|
—
|
|
|
(138.7
|
)
|
|
1,404.2
|
|
||||||
Total UPC/Unity Division
|
8,297.7
|
|
|
2,319.6
|
|
|
—
|
|
|
—
|
|
|
(288.3
|
)
|
|
10,329.0
|
|
||||||
Telenet (Belgium)
|
2,185.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.4
|
)
|
|
2,119.5
|
|
||||||
VTR Group (Chile)
|
570.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.6
|
)
|
|
514.3
|
|
||||||
Austar (Australia)
|
332.3
|
|
|
—
|
|
|
—
|
|
|
(332.7
|
)
|
|
0.4
|
|
|
—
|
|
||||||
Corporate and other
|
347.9
|
|
|
1.3
|
|
|
(15.9
|
)
|
|
—
|
|
|
(6.8
|
)
|
|
326.5
|
|
||||||
Total
|
$
|
11,734.7
|
|
|
$
|
2,320.9
|
|
|
$
|
(15.9
|
)
|
|
$
|
(332.7
|
)
|
|
$
|
(417.7
|
)
|
|
$
|
13,289.3
|
|
|
Estimated useful life at December 31, 2012
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|||||||||||||
|
|
|
in millions
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
4 to 15 years
|
|
$
|
4,117.5
|
|
|
$
|
(1,780.0
|
)
|
|
$
|
2,337.5
|
|
|
$
|
4,110.0
|
|
|
$
|
(1,574.0
|
)
|
|
$
|
2,536.0
|
|
Other
|
2 to 15 years
|
|
379.3
|
|
|
(135.5
|
)
|
|
243.8
|
|
|
376.9
|
|
|
(100.4
|
)
|
|
276.5
|
|
||||||
Total
|
|
$
|
4,496.8
|
|
|
$
|
(1,915.5
|
)
|
|
$
|
2,581.3
|
|
|
$
|
4,486.9
|
|
|
$
|
(1,674.4
|
)
|
|
$
|
2,812.5
|
|
2013
|
$
|
472.0
|
|
2014
|
456.0
|
|
|
2015
|
424.3
|
|
|
2016
|
366.9
|
|
|
2017
|
230.0
|
|
|
Thereafter
|
632.1
|
|
|
Total
|
$
|
2,581.3
|
|
|
December 31, 2012
|
|
Estimated fair value (c)
|
|
Carrying value (d)
|
|||||||||||||||||||||
Weighted
average
interest
rate (a)
|
|
Unused borrowing
capacity (b)
|
|
|||||||||||||||||||||||
Borrowing
currency
|
|
U.S. $
equivalent
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||||
|
|
|
in millions
|
|||||||||||||||||||||||
Debt:
|
|
|
|
|||||||||||||||||||||||
UPC Broadband Holding Bank Facility
|
3.85
|
%
|
|
€
|
1,078.1
|
|
|
$
|
1,422.9
|
|
|
$
|
5,494.4
|
|
|
$
|
5,870.7
|
|
|
$
|
5,466.8
|
|
|
$
|
6,139.4
|
|
UPC Holding Senior Notes
|
8.24
|
%
|
|
|
—
|
|
|
—
|
|
|
3,190.0
|
|
|
2,137.0
|
|
|
2,905.9
|
|
|
2,083.9
|
|
|||||
UPCB SPE Notes
|
6.88
|
%
|
|
|
—
|
|
|
—
|
|
|
4,502.3
|
|
|
3,292.9
|
|
|
4,145.2
|
|
|
3,365.2
|
|
|||||
Unitymedia KabelBW Notes
|
7.41
|
%
|
|
|
—
|
|
|
—
|
|
|
7,416.5
|
|
|
3,704.0
|
|
|
6,815.5
|
|
|
3,496.9
|
|
|||||
Unitymedia KabelBW Revolving Credit Facilities
|
3.22
|
%
|
|
€
|
417.5
|
|
|
551.0
|
|
|
—
|
|
|
100.1
|
|
|
—
|
|
|
103.7
|
|
|||||
KBW Notes (e)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,010.6
|
|
|
—
|
|
|
2,973.5
|
|
|||||
Telenet Credit Facility
|
3.60
|
%
|
|
€
|
158.0
|
|
|
208.5
|
|
|
1,860.0
|
|
|
1,569.0
|
|
|
1,853.7
|
|
|
1,593.7
|
|
|||||
Telenet SPE Notes
|
5.91
|
%
|
|
|
—
|
|
|
—
|
|
|
2,777.6
|
|
|
1,627.7
|
|
|
2,641.0
|
|
|
1,686.7
|
|
|||||
Sumitomo Collar Loan (f)
|
1.88
|
%
|
|
|
—
|
|
|
—
|
|
|
1,175.1
|
|
|
1,305.6
|
|
|
1,083.6
|
|
|
1,216.6
|
|
|||||
Liberty Puerto Rico Bank Facility (g)
|
6.88
|
%
|
|
$
|
21.7
|
|
|
21.7
|
|
|
667.0
|
|
|
156.4
|
|
|
663.9
|
|
|
162.5
|
|
|||||
Vendor Financing (h)
|
3.80
|
%
|
|
|
—
|
|
|
—
|
|
|
276.8
|
|
|
99.9
|
|
|
276.8
|
|
|
99.9
|
|
|||||
Chellomedia Bank Facility (i)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
239.8
|
|
|
—
|
|
|
245.9
|
|
|||||
Other
|
8.82
|
%
|
|
CLP
|
16,000.0
|
|
|
33.4
|
|
|
282.5
|
|
|
224.4
|
|
|
282.5
|
|
|
224.4
|
|
|||||
Total debt
|
5.99
|
%
|
|
|
|
|
$
|
2,237.5
|
|
|
$
|
27,642.2
|
|
|
$
|
23,338.1
|
|
|
26,134.9
|
|
|
23,392.3
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital lease obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Unitymedia KabelBW (j)
|
937.1
|
|
|
944.1
|
|
|||||||||||||||||||||
Telenet (k)
|
405.1
|
|
|
387.4
|
|
|||||||||||||||||||||
Other subsidiaries
|
47.4
|
|
|
34.1
|
|
|||||||||||||||||||||
Total capital lease obligations
|
1,389.6
|
|
|
1,365.6
|
|
|||||||||||||||||||||
Total debt and capital lease obligations
|
27,524.5
|
|
|
24,757.9
|
|
|||||||||||||||||||||
Current maturities
|
(363.5
|
)
|
|
(184.1
|
)
|
|||||||||||||||||||||
Long-term debt and capital lease obligations
|
$
|
27,161.0
|
|
|
$
|
24,573.8
|
|
(a)
|
Represents the weighted average interest rate in effect at
December 31, 2012
for all borrowings outstanding pursuant to each debt instrument including any applicable margin. The interest rates presented represent stated rates and do not include the impact of our interest rate derivative agreements, deferred financing costs, original issue premiums or discounts or commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums and discounts and commitment fees, but excluding the impact of financing costs, our weighted average interest rate on our aggregate variable and fixed rate indebtedness was approximately
7.2%
at
December 31, 2012
. For information concerning our derivative instruments, see note
6
.
|
(b)
|
Unused borrowing capacity represents the maximum availability under the applicable facility at
December 31, 2012
without regard to covenant compliance calculations or other conditions precedent to borrowing. At
December 31, 2012
, the full amount of unused borrowing capacity was available to be borrowed under each of the respective facilities except as noted below. At
December 31, 2012
, our availability under the
UPC Broadband Holding Bank Facility
(as defined and described below) was limited to
€467.7 million
(
$617.3 million
). When the relevant
December 31, 2012
compliance reporting requirements have been completed, we anticipate that our availability under the
UPC Broadband Holding Bank Facility
will be limited to
€789.2 million
(
$1,041.6 million
). Our availability under the
Liberty Puerto Rico Bank Facility
(as defined and described below) was effectively limited to the amounts drawn at December 31, 2012 and we expect this to continue to be the case after the relevant
December 31, 2012
compliance reporting requirements have been completed. The amount included in other debt represents the unused borrowing capacity of the
VTR Wireless Bank Facility
, as defined and described below. Our ability to draw down the
VTR Wireless Bank Facility
is subject to certain conditions precedent, including the condition precedent that immediately after the drawdown there is an equity contribution to debt ratio of at least
2.33
to
1
. Based on the aggregate equity contributed to
VTR Wireless
through
December 31, 2012
, we are not able to draw down any amounts in addition to the amount already borrowed under the
VTR Wireless Bank Facility
at
December 31, 2012
.
|
(c)
|
The estimated fair values of our debt instruments were determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy). The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors. For additional information concerning fair value hierarchies, see note
7
.
|
(d)
|
Amounts include the impact of premiums and discounts, where applicable.
|
(e)
|
As further described below, during the second quarter of 2012, (i) all of the
KBW Notes
(as defined below) were exchanged or redeemed and (ii)
KBW
’s
€100.0 million
(
$132.0 million
)
secured revolving credit facility agreement was canceled.
|
(f)
|
For information regarding the
Sumitomo Collar Loan
, see note
6
.
|
(g)
|
Amounts presented as of
December 31, 2012
relate to the
Liberty Puerto Rico Bank Facility
and amounts presented as of December 31, 2011 relate to the
Old Liberty Puerto Rico Bank Facility
(each as defined and described below).
|
(h)
|
Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are generally due within
one year
. At
December 31, 2012
and
2011
, the amounts owed pursuant to these arrangements include
$29.1 million
and
$12.3 million
, respectively, of value-added taxes that were paid on our behalf by the vendor. Repayments of vendor financing obligations are included in repayments and repurchases of debt and capital lease obligations in our consolidated cash flow statements.
|
(i)
|
The
Chellomedia Bank Facility
was the senior secured credit facility of
Chellomedia PFH
. During the second quarter of 2012, all amounts outstanding under the
Chellomedia Bank Facility
were repaid in full. In connection with this repayment, we recognized a loss on extinguishment of debt of
$2.0 million
, representing the write-off of deferred financing fees. As of
December 31, 2011
, the weighted average interest rate applicable to borrowings under the
Chellomedia Bank Facility
was
4.30%
.
|
(j)
|
Primarily represents
Unitymedia KabelBW
’s obligations under duct network lease agreements with Deutsche Telekom AG (
Deutsche Telekom
) as the lessor. The original contracts were concluded in 2000 and 2001 and have indefinite terms, subject to certain mandatory statutory termination rights for either party after a term of
30 years
. With certain limited exceptions, the lessor generally is not entitled to terminate these leases. For information regarding litigation involving these duct network lease agreements, see note
16
.
|
(k)
|
At
December 31, 2012
and
2011
,
Telenet
’s capital lease obligations included
€284.4 million
(
$375.3 million
) and
€270.5 million
(
$357.0 million
), respectively, associated with
Telenet
’s lease of the broadband communications network of the
four
associations of municipalities in Belgium, which we refer to as the pure intercommunalues or the “
PICs
.” All capital expenditures associated with the PICs network are initiated by Telenet, but are executed and financed by the PICs through additions to this lease that are repaid over a
15
-year term. These amounts do not include
Telenet
’s commitment related to
|
|
|
|
|
December 31, 2012
|
||||||||||||
Facility
|
|
Final maturity date
|
|
Interest rate
|
|
Facility amount
(in borrowing
currency) (a)
|
|
Unused
borrowing
capacity (b)
|
|
Carrying
value (c)
|
||||||
|
|
|
|
|
|
in millions
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Q
|
July 31, 2014
|
|
EURIBOR + 2.75%
|
|
€
|
30.0
|
|
|
$
|
39.6
|
|
|
$
|
—
|
|
|
R
|
December 31, 2015
|
|
EURIBOR + 3.25%
|
|
€
|
290.7
|
|
|
—
|
|
|
383.7
|
|
|||
S
|
December 31, 2016
|
|
EURIBOR + 3.75%
|
|
€
|
1,204.5
|
|
|
—
|
|
|
1,589.4
|
|
|||
T
|
December 31, 2016
|
|
LIBOR + 3.50%
|
|
$
|
260.2
|
|
|
—
|
|
|
258.8
|
|
|||
U
|
December 31, 2017
|
|
EURIBOR + 4.00%
|
|
€
|
750.8
|
|
|
—
|
|
|
990.8
|
|
|||
V (d)
|
January 15, 2020
|
|
7.625%
|
|
€
|
500.0
|
|
|
—
|
|
|
659.9
|
|
|||
W
|
March 31, 2015
|
|
EURIBOR + 3.00%
|
|
€
|
144.1
|
|
|
190.2
|
|
|
—
|
|
|||
X
|
December 31, 2017
|
|
LIBOR + 3.50%
|
|
$
|
1,042.8
|
|
|
—
|
|
|
1,042.8
|
|
|||
Y (d)
|
July 1, 2020
|
|
6.375%
|
|
€
|
750.0
|
|
|
—
|
|
|
989.8
|
|
|||
Z (d)
|
July 1, 2020
|
|
6.625%
|
|
$
|
1,000.0
|
|
|
—
|
|
|
1,000.0
|
|
|||
AA
|
July 31, 2016
|
|
EURIBOR + 3.25%
|
|
€
|
904.0
|
|
|
1,193.1
|
|
|
—
|
|
|||
AC (d)
|
November 15, 2021
|
|
7.250%
|
|
$
|
750.0
|
|
|
—
|
|
|
750.0
|
|
|||
AD (d)
|
January 15, 2022
|
|
6.875%
|
|
$
|
750.0
|
|
|
—
|
|
|
750.0
|
|
|||
AE
|
December 31, 2019
|
|
EURIBOR + 3.75%
|
|
€
|
535.5
|
|
|
—
|
|
|
706.8
|
|
|||
AF
|
January 31, 2021
|
|
LIBOR + 3.00% (e)
|
|
$
|
500.0
|
|
|
—
|
|
|
494.5
|
|
|||
Elimination of Facilities V, Y, Z, AC and AD in consolidation (d)
|
|
—
|
|
|
(4,149.7
|
)
|
||||||||||
Total
|
|
$
|
1,422.9
|
|
|
$
|
5,466.8
|
|
(a)
|
Except as described in (d) below, amounts represent total third-party facility amounts at
December 31, 2012
without giving effect to the impact of discounts.
|
(b)
|
At
December 31, 2012
, our availability under the
UPC Broadband Holding Bank Facility
was limited to
€467.7 million
(
$617.3 million
). When the relevant
December 31, 2012
compliance reporting requirements have been completed, we anticipate that our availability under the
UPC Broadband Holding Bank Facility
will be limited to
€789.2 million
(
$1,041.6 million
). Facility Q, Facility W and Facility AA have commitment fees on unused and uncanceled balances of
0.75%
,
1.2%
and
1.3%
per year, respectively.
|
(c)
|
The carrying values of Facilities T and AF include the impact of discounts.
|
(d)
|
As further discussed in the below description of the
UPCB SPE Notes
, the amounts outstanding under Facilities V, Y, Z, AC and AD are eliminated in
LGI
’s consolidated financial statements.
|
(e)
|
Facility AF has a
LIBOR
floor of
1.00%
.
|
|
|
|
|
December 31, 2012
|
||||||||||||||
|
|
|
|
Outstanding principal
amount
|
|
|
|
|
||||||||||
UPC Holding Senior Notes
|
|
Maturity
|
|
Borrowing
currency
|
|
U.S. $
equivalent
|
|
Estimated
fair value
|
|
Carrying
value (a)
|
||||||||
|
|
|
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
8.0% Senior Notes
|
November 1, 2016
|
|
€
|
300.0
|
|
|
$
|
395.9
|
|
|
$
|
410.8
|
|
|
$
|
395.9
|
|
|
9.75% Senior Notes
|
April 15, 2018
|
|
€
|
400.0
|
|
|
527.9
|
|
|
567.1
|
|
|
502.1
|
|
||||
9.875% Senior Notes
|
April 15, 2018
|
|
$
|
400.0
|
|
|
400.0
|
|
|
451.3
|
|
|
378.5
|
|
||||
8.375% Senior Notes
|
August 15, 2020
|
|
€
|
640.0
|
|
|
844.6
|
|
|
950.2
|
|
|
844.6
|
|
||||
6.375% Senior Notes
|
September 15, 2022
|
|
€
|
600.0
|
|
|
791.9
|
|
|
810.6
|
|
|
784.8
|
|
||||
|
|
|
|
|
|
$
|
2,960.3
|
|
|
$
|
3,190.0
|
|
|
$
|
2,905.9
|
|
(a)
|
Amounts include the impact of discounts, where applicable.
|
|
|
Redemption price
|
||||||||
Year
|
|
8.0%
Senior Notes
|
|
9.75%
Senior Notes
|
|
9.875%
Senior Notes
|
|
8.375%
Senior Notes
|
|
6.375%
Senior Notes
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
102.660%
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
2013
|
101.330%
|
|
104.875%
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
2014
|
100.000%
|
|
102.437%
|
|
104.938%
|
|
N.A.
|
|
N.A.
|
|
2015
|
100.000%
|
|
100.000%
|
|
102.469%
|
|
104.188%
|
|
N.A.
|
|
2016
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
102.792%
|
|
N.A.
|
|
2017
|
N.A.
|
|
100.000%
|
|
100.000%
|
|
101.396%
|
|
103.188%
|
|
2018
|
N.A.
|
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
102.125%
|
|
2019
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
100.000%
|
|
101.063%
|
|
2020 and thereafter
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
100.000%
|
|
100.000%
|
|
|
|
|
|
|
December 31, 2012
|
||||||||||||||
|
|
|
|
|
|
Outstanding principal
amount
|
|
|
|
|
||||||||||
UPCB SPEs
|
|
Maturity
|
|
Interest rate
|
|
Borrowing
currency
|
|
U.S. $
equivalent
|
|
Estimated
fair value
|
|
Carrying
value (a)
|
||||||||
|
|
|
|
|
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
UPCB Finance I Notes
|
January 15, 2020
|
|
7.625%
|
|
€
|
500.0
|
|
|
$
|
659.9
|
|
|
$
|
727.1
|
|
|
$
|
655.4
|
|
|
UPCB Finance II Notes
|
July 1, 2020
|
|
6.375%
|
|
€
|
750.0
|
|
|
989.8
|
|
|
1,057.2
|
|
|
989.8
|
|
||||
UPCB Finance III Notes
|
July 1, 2020
|
|
6.625%
|
|
$
|
1,000.0
|
|
|
1,000.0
|
|
|
1,076.9
|
|
|
1,000.0
|
|
||||
UPCB Finance V Notes
|
November 15, 2021
|
|
7.25%
|
|
$
|
750.0
|
|
|
750.0
|
|
|
828.8
|
|
|
750.0
|
|
||||
UPCB Finance VI Notes
|
January 15, 2022
|
|
6.875%
|
|
$
|
750.0
|
|
|
750.0
|
|
|
812.3
|
|
|
750.0
|
|
||||
|
|
|
|
|
|
|
|
$
|
4,149.7
|
|
|
$
|
4,502.3
|
|
|
$
|
4,145.2
|
|
(a)
|
Amounts include the impact of discounts, where applicable.
|
|
|
Redemption Price
|
||||||||
Year
|
|
UPCB Finance I Notes
|
|
UPCB Finance II Notes
|
|
UPCB Finance III Notes
|
|
UPCB Finance V Notes
|
|
UPCB Finance VI Notes
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
103.813%
|
|
103.188%
|
|
103.313%
|
|
N.A.
|
|
N.A.
|
|
2016
|
102.542%
|
|
102.125%
|
|
102.208%
|
|
103.625%
|
|
N.A.
|
|
2017
|
101.271%
|
|
101.063%
|
|
101.104%
|
|
102.417%
|
|
103.438%
|
|
2018
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
101.208%
|
|
102.292%
|
|
2019
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
101.146%
|
|
2020 and thereafter
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
|
|
Outstanding principal amount prior to the Unitymedia KabelBW Exchange
|
|
Principal amount exchanged pursuant to the Unitymedia KabelBW Exchange
|
|
Principal amount redeemed pursuant to the Special Optional Redemptions
|
||||||||||||||||||
KBW Notes
|
|
|
Borrowing currency
|
|
U.S. $ equivalent (a)
|
|
Borrowing currency
|
|
U.S. $ equivalent (a)
|
|
Borrowing currency
|
|
U.S. $ equivalent (a)
|
||||||||||||
|
|
|
in millions
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
KBW Senior Notes (b)
|
|
€
|
680.0
|
|
|
$
|
890.0
|
|
|
€
|
618.0
|
|
|
$
|
808.8
|
|
|
€
|
62.0
|
|
|
$
|
81.2
|
|
|
KBW Euro Senior Secured Notes (c)
|
|
€
|
800.0
|
|
|
1,047.0
|
|
|
€
|
735.1
|
|
|
962.1
|
|
|
€
|
64.9
|
|
|
84.9
|
|
||||
KBW Dollar Senior Secured Notes (d)
|
|
$
|
500.0
|
|
|
500.0
|
|
|
$
|
459.3
|
|
|
459.3
|
|
|
$
|
40.7
|
|
|
40.7
|
|
||||
KBW Senior Secured Floating Rate Notes (e)
|
|
€
|
420.0
|
|
|
549.7
|
|
|
€
|
395.9
|
|
|
518.2
|
|
|
€
|
24.1
|
|
|
31.5
|
|
||||
|
|
|
|
|
$
|
2,986.7
|
|
|
|
|
$
|
2,748.4
|
|
|
|
|
$
|
238.3
|
|
(a)
|
Translations are calculated as of the May 4, 2012 transaction date.
|
(b)
|
The
KBW Senior Notes
tendered for exchange were exchanged for an equal principal amount of
9.5%
senior notes issued by
Unitymedia KabelBW
due March 15, 2021 (the
UM Senior Exchange Notes
).
|
(c)
|
The KBW Euro Senior Secured Notes tendered for exchange were exchanged for an equal principal amount of
7.5%
senior secured notes issued by
Unitymedia Hessen
and Unitymedia NRW GmbH (
Unitymedia NRW
) (each a subsidiary of
Unitymedia KabelBW
and together, the
UM Senior Secured Notes Issuer
s) due March 15, 2019 (the
UM Euro Senior Secured Exchange Notes
).
|
(d)
|
The
KBW Dollar Senior Secured Notes
tendered for exchange were exchanged for an equal principal amount of
7.5%
senior secured notes issued by the
UM Senior Secured Notes Issuer
s due March 15, 2019 (the
UM Dollar Senior Secured Exchange Notes
and, together with the
UM Euro Senior Secured Exchange Notes
, the
UM Senior Secured Fixed Rate Exchange Notes
).
|
(e)
|
The
KBW Senior Secured Floating Rate Notes
tendered for exchange were exchanged for an equal principal amount of senior secured floating rate notes issued by the
UM Senior Secured Notes Issuer
s due March 15, 2018 (the
UM Senior Secured Floating Rate Exchange Notes
and, together with the
UM Senior Secured Fixed Rate Exchange Notes
, the
UM Senior Secured Exchange Notes
). The
UM Senior Secured Floating Rate Exchange Notes
bear interest at a rate of
EURIBOR
plus
4.25%
and interest is payable quarterly on March 15, June 15, September 15 and December 15. We refer to the
UM Senior Exchange Notes
and the
UM Senior Secured Exchange Notes
collectively as the “
UM Exchange Notes
.”
|
|
|
|
|
|
|
December 31, 2012
|
||||||||||||||
|
|
|
|
|
|
Outstanding principal
amount
|
|
|
|
|
||||||||||
Unitymedia KabelBW Notes
|
|
Maturity
|
|
Interest
rate
|
|
Borrowing
currency
|
|
U.S. $
equivalent
|
|
Estimated
fair value
|
|
Carrying
value (a)
|
||||||||
|
|
|
|
|
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2009 UM Senior Notes
|
December 1, 2019
|
|
9.625%
|
|
€
|
665.0
|
|
|
$
|
877.7
|
|
|
$
|
988.4
|
|
|
$
|
861.4
|
|
|
2009 UM Euro Senior Secured Notes
|
December 1, 2017
|
|
8.125%
|
|
€
|
906.0
|
|
|
1,195.6
|
|
|
1,295.1
|
|
|
1,177.8
|
|
||||
UM Senior Exchange Notes
|
March 15, 2021
|
|
9.500%
|
|
€
|
618.0
|
|
|
815.5
|
|
|
948.6
|
|
|
813.4
|
|
||||
UM Euro Senior Secured Exchange Notes
|
March 15, 2019
|
|
7.500%
|
|
€
|
735.1
|
|
|
970.1
|
|
|
1,070.2
|
|
|
978.0
|
|
||||
UM Dollar Senior Secured Exchange Notes
|
March 15, 2019
|
|
7.500%
|
|
$
|
459.3
|
|
|
459.3
|
|
|
506.1
|
|
|
467.2
|
|
||||
September 2012 UM Senior Secured Notes
|
September 15, 2022
|
|
5.500%
|
|
€
|
650.0
|
|
|
857.8
|
|
|
882.5
|
|
|
857.8
|
|
||||
December 2012 UM Dollar Senior Secured Notes
|
January 15, 2023
|
|
5.500%
|
|
$
|
1,000.0
|
|
|
1,000.0
|
|
|
1,036.9
|
|
|
1,000.0
|
|
||||
December 2012 UM Euro Senior Secured Notes
|
January 15, 2023
|
|
5.750%
|
|
€
|
500.0
|
|
|
659.9
|
|
|
688.7
|
|
|
659.9
|
|
||||
|
|
|
|
|
|
|
|
$
|
6,835.9
|
|
|
$
|
7,416.5
|
|
|
$
|
6,815.5
|
|
(a)
|
Amounts include the impact of premiums and discounts, where applicable.
|
|
|
|
|
December 31, 2012
|
||||||||||||
Facility
|
|
Final maturity date
|
|
Interest rate
|
|
Facility amount
(in borrowing
currency) (a)
|
|
Unused
borrowing
capacity (b)
|
|
Carrying
value
|
||||||
|
|
|
|
|
|
in millions
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
M (c)
|
November 15, 2020
|
|
6.375%
|
|
€
|
500.0
|
|
|
$
|
—
|
|
|
$
|
659.9
|
|
|
N (c)
|
November 15, 2016
|
|
5.300%
|
|
€
|
100.0
|
|
|
—
|
|
|
131.9
|
|
|||
O (c)
|
February 15, 2021
|
|
6.625%
|
|
€
|
300.0
|
|
|
—
|
|
|
395.9
|
|
|||
P (c)
|
June 15, 2021
|
|
EURIBOR + 3.875%
|
|
€
|
400.0
|
|
|
—
|
|
|
527.9
|
|
|||
Q
|
July 31, 2017
|
|
EURIBOR + 3.25%
|
|
€
|
431.0
|
|
|
—
|
|
|
568.8
|
|
|||
R
|
July 31, 2019
|
|
EURIBOR + 3.625%
|
|
€
|
798.6
|
|
|
—
|
|
|
1,054.0
|
|
|||
S
|
December 31, 2016
|
|
EURIBOR + 2.75%
|
|
€
|
158.0
|
|
|
208.5
|
|
|
—
|
|
|||
T
|
December 31, 2018
|
|
EURIBOR + 3.50%
|
|
€
|
175.0
|
|
|
—
|
|
|
230.9
|
|
|||
U (c)
|
August 15, 2022
|
|
6.250%
|
|
€
|
450.0
|
|
|
—
|
|
|
593.9
|
|
|||
V (c)
|
August 15, 2024
|
|
6.750%
|
|
€
|
250.0
|
|
|
—
|
|
|
329.9
|
|
|||
Elimination of Telenet Facilities M, N, O, P, U and V in consolidation (c)
|
|
—
|
|
|
(2,639.4
|
)
|
||||||||||
Total
|
|
$
|
208.5
|
|
|
$
|
1,853.7
|
|
(a)
|
Except as described in (c) below, amounts represent total third-party facility amounts at
December 31, 2012
.
|
(b)
|
Telenet Facility S has a commitment fee on unused and uncanceled balances of
1.10%
per year.
|
(c)
|
As described below, the amounts outstanding under Telenet Facilities M, N, O, P, U and V are eliminated in
LGI
’s consolidated financial statements.
|
|
|
Redemption Price
|
||||||||||
Year
|
|
Telenet
Finance
Notes
|
|
Telenet
Finance II
Notes
|
|
Telenet
Finance III
Notes
|
|
Telenet
Finance IV
Notes
|
|
6.25% Telenet
Finance V
Notes
|
|
6.75% Telenet
Finance V
Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
N.A.
|
|
102.650%
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
2014
|
N.A.
|
|
101.770%
|
|
N.A.
|
|
102.000%
|
|
N.A.
|
|
N.A.
|
|
2015
|
103.188%
|
|
100.880%
|
|
N.A.
|
|
101.000%
|
|
N.A.
|
|
N.A.
|
|
2016
|
102.125%
|
|
100.000%
|
|
103.313%
|
|
100.000%
|
|
N.A.
|
|
N.A.
|
|
2017
|
101.063%
|
|
N.A.
|
|
102.209%
|
|
100.000%
|
|
103.125%
|
|
N.A.
|
|
2018
|
100.000%
|
|
N.A.
|
|
101.104%
|
|
100.000%
|
|
102.083%
|
|
103.375%
|
|
2019
|
100.000%
|
|
N.A.
|
|
100.000%
|
|
100.000%
|
|
101.563%
|
|
102.531%
|
|
2020
|
100.000%
|
|
N.A.
|
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
101.688%
|
|
2021
|
N.A.
|
|
N.A.
|
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
100.844%
|
|
2022 and thereafter
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
100.000%
|
|
100.000%
|
|
|
|
|
|
|
|
December 31, 2012
|
||||||||||||||
|
|
|
|
|
|
|
Outstanding
principal amount
|
|
|
|
|
||||||||||
Telenet SPEs Notes
|
|
|
Maturity
|
|
Interest rate
|
|
Borrowing
currency
|
|
U.S. $
equivalent
|
|
Estimated
fair value
|
|
Carrying
value (a)
|
||||||||
|
|
|
|
|
|
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Telenet Finance Notes
|
|
November 15, 2020
|
|
6.375%
|
|
€
|
500.0
|
|
|
$
|
659.9
|
|
|
$
|
704.4
|
|
|
$
|
659.9
|
|
|
Telenet Finance II Notes
|
|
November 15, 2016
|
|
5.300%
|
|
€
|
100.0
|
|
|
131.9
|
|
|
135.8
|
|
|
133.5
|
|
||||
Telenet Finance III Notes
|
|
February 15, 2021
|
|
6.625%
|
|
€
|
300.0
|
|
|
395.9
|
|
|
422.4
|
|
|
395.9
|
|
||||
Telenet Finance IV Notes
|
|
June 15, 2021
|
|
EURIBOR + 3.875%
|
|
€
|
400.0
|
|
|
527.9
|
|
|
527.9
|
|
|
527.9
|
|
||||
6.25% Telenet Finance V Notes
|
|
August 15, 2022
|
|
6.250%
|
|
€
|
450.0
|
|
|
593.9
|
|
|
634.3
|
|
|
593.9
|
|
||||
6.75% Telenet Finance V Notes
|
|
August 15, 2024
|
|
6.750%
|
|
€
|
250.0
|
|
|
329.9
|
|
|
352.8
|
|
|
329.9
|
|
||||
|
|
|
|
|
|
|
|
|
$
|
2,639.4
|
|
|
$
|
2,777.6
|
|
|
$
|
2,641.0
|
|
(a)
|
Amounts include the impact of premiums, where applicable.
|
Installment date
|
|
Installment
amount (a)
|
|
|
|
May 12, 2016
|
6.67%
|
|
November 12, 2016 and May 12, 2017
|
9.17%
|
|
November 12, 2017 and May 12, 2018
|
10.83%
|
|
November 12, 2018 and May 12, 2019
|
12.50%
|
|
November 12, 2019
|
14.17%
|
|
May 12, 2020
|
14.16%
|
(a)
|
Expressed as a percentage of the outstanding principal balance as of the
Initial Due Date
.
|
|
UPC
Holding (a)
|
|
Unitymedia KabelBW
|
|
Telenet (a)
|
|
Other
|
|
Total
|
||||||||||
|
in millions
|
||||||||||||||||||
Year ended December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
$
|
109.6
|
|
|
$
|
26.1
|
|
|
$
|
9.8
|
|
|
$
|
148.1
|
|
|
$
|
293.6
|
|
2014
|
—
|
|
|
—
|
|
|
9.8
|
|
|
6.4
|
|
|
16.2
|
|
|||||
2015
|
383.7
|
|
|
—
|
|
|
9.8
|
|
|
6.5
|
|
|
400.0
|
|
|||||
2016
|
2,245.6
|
|
|
—
|
|
|
141.7
|
|
|
535.4
|
|
|
2,922.7
|
|
|||||
2017
|
2,033.6
|
|
|
1,195.6
|
|
|
578.6
|
|
|
928.2
|
|
|
4,736.0
|
|
|||||
Thereafter
|
7,920.7
|
|
|
5,640.3
|
|
|
3,914.9
|
|
|
373.4
|
|
|
17,849.3
|
|
|||||
Total debt maturities
|
12,693.2
|
|
|
6,862.0
|
|
|
4,664.6
|
|
|
1,998.0
|
|
|
26,217.8
|
|
|||||
Unamortized premium (discount)
|
(65.7
|
)
|
|
(20.4
|
)
|
|
1.6
|
|
|
1.6
|
|
|
(82.9
|
)
|
|||||
Total debt
|
$
|
12,627.5
|
|
|
$
|
6,841.6
|
|
|
$
|
4,666.2
|
|
|
$
|
1,999.6
|
|
|
$
|
26,134.9
|
|
Current portion
|
$
|
109.6
|
|
|
$
|
26.1
|
|
|
$
|
9.8
|
|
|
$
|
148.1
|
|
|
$
|
293.6
|
|
Noncurrent portion
|
$
|
12,517.9
|
|
|
$
|
6,815.5
|
|
|
$
|
4,656.4
|
|
|
$
|
1,851.5
|
|
|
$
|
25,841.3
|
|
(a)
|
Amounts include the
UPCB SPE Notes
and the
Telenet SPE Notes
issued by the
UPCB SPE
s and the
Telenet SPE
s, respectively. As described above, the
UPCB SPE
s are consolidated by
UPC Holding
and the
Telenet SPE
s are consolidated by
Telenet
.
|
|
Unitymedia KabelBW
|
|
Telenet
|
|
Other
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
Year ended December 31:
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
97.4
|
|
|
$
|
60.9
|
|
|
$
|
10.0
|
|
|
$
|
168.3
|
|
2014
|
97.0
|
|
|
64.3
|
|
|
9.2
|
|
|
170.5
|
|
||||
2015
|
96.8
|
|
|
58.9
|
|
|
8.6
|
|
|
164.3
|
|
||||
2016
|
96.8
|
|
|
57.4
|
|
|
5.9
|
|
|
160.1
|
|
||||
2017
|
96.8
|
|
|
55.8
|
|
|
3.8
|
|
|
156.4
|
|
||||
Thereafter
|
1,246.8
|
|
|
257.3
|
|
|
30.3
|
|
|
1,534.4
|
|
||||
Total principal and interest payments
|
1,731.6
|
|
|
554.6
|
|
|
67.8
|
|
|
2,354.0
|
|
||||
Amounts representing interest
|
(794.5
|
)
|
|
(149.5
|
)
|
|
(20.4
|
)
|
|
(964.4
|
)
|
||||
Present value of net minimum lease payments
|
$
|
937.1
|
|
|
$
|
405.1
|
|
|
$
|
47.4
|
|
|
$
|
1,389.6
|
|
Current portion
|
$
|
25.9
|
|
|
$
|
36.9
|
|
|
$
|
7.1
|
|
|
$
|
69.9
|
|
Noncurrent portion
|
$
|
911.2
|
|
|
$
|
368.2
|
|
|
$
|
40.3
|
|
|
$
|
1,319.7
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
|
in millions
|
||||||||||
Year ended December 31, 2012:
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Federal
|
$
|
38.8
|
|
|
$
|
(66.1
|
)
|
|
$
|
(27.3
|
)
|
State and local
|
(2.7
|
)
|
|
7.0
|
|
|
4.3
|
|
|||
Foreign
|
(89.9
|
)
|
|
23.9
|
|
|
(66.0
|
)
|
|||
Total — continuing operations
|
$
|
(53.8
|
)
|
|
$
|
(35.2
|
)
|
|
$
|
(89.0
|
)
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(14.1
|
)
|
|
$
|
(14.1
|
)
|
|
|
|
|
|
|
||||||
Year ended December 31, 2011:
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Federal
|
$
|
(32.3
|
)
|
|
$
|
114.0
|
|
|
$
|
81.7
|
|
State and local
|
(1.4
|
)
|
|
1.0
|
|
|
(0.4
|
)
|
|||
Foreign
|
(68.4
|
)
|
|
(244.6
|
)
|
|
(313.0
|
)
|
|||
Total — continuing operations
|
$
|
(102.1
|
)
|
|
$
|
(129.6
|
)
|
|
$
|
(231.7
|
)
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(57.1
|
)
|
|
$
|
(57.1
|
)
|
|
|
|
|
|
|
||||||
Year ended December 31, 2010:
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Federal
|
$
|
722.8
|
|
|
$
|
(652.6
|
)
|
|
$
|
70.2
|
|
State and local
|
21.2
|
|
|
(20.7
|
)
|
|
0.5
|
|
|||
Foreign
|
(37.1
|
)
|
|
163.3
|
|
|
126.2
|
|
|||
Total — continuing operations
|
$
|
706.9
|
|
|
$
|
(510.0
|
)
|
|
$
|
196.9
|
|
Discontinued operations
|
$
|
(1,208.8
|
)
|
|
$
|
413.7
|
|
|
$
|
(795.1
|
)
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Computed “expected” tax benefit
|
$
|
169.2
|
|
|
$
|
201.5
|
|
|
$
|
402.7
|
|
Change in valuation allowances
|
(113.5
|
)
|
|
(267.4
|
)
|
|
(11.4
|
)
|
|||
Non-deductible or non-taxable interest and other expenses
|
(79.9
|
)
|
|
(108.6
|
)
|
|
(79.0
|
)
|
|||
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates
|
(30.2
|
)
|
|
(7.3
|
)
|
|
(22.5
|
)
|
|||
International rate differences (a)
|
(22.2
|
)
|
|
(29.0
|
)
|
|
(97.6
|
)
|
|||
Enacted tax law and rate changes
|
12.2
|
|
|
1.8
|
|
|
(6.0
|
)
|
|||
Change in tax form of consolidated subsidiary
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|||
Non-deductible or non-taxable foreign currency exchange results
|
(10.4
|
)
|
|
(23.6
|
)
|
|
(0.8
|
)
|
|||
Foreign taxes
|
(4.5
|
)
|
|
(7.4
|
)
|
|
(5.6
|
)
|
|||
Recognition of previously unrecognized tax benefits
|
—
|
|
|
4.7
|
|
|
17.5
|
|
|||
Impairment of goodwill
|
—
|
|
|
(4.1
|
)
|
|
(5.5
|
)
|
|||
Other, net
|
1.9
|
|
|
7.7
|
|
|
5.1
|
|
|||
Total
|
$
|
(89.0
|
)
|
|
$
|
(231.7
|
)
|
|
$
|
196.9
|
|
(a)
|
Amounts reflect statutory rates in jurisdictions in which we operate outside of the
U.S.
, all of which are lower than the
U.S.
federal income tax rate.
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Current deferred tax assets
|
$
|
98.4
|
|
|
$
|
345.2
|
|
Non-current deferred tax assets (a)
|
166.2
|
|
|
83.0
|
|
||
Current deferred tax liabilities (a)
|
(1.4
|
)
|
|
(1.1
|
)
|
||
Non-current deferred tax liabilities (a)
|
(1,480.2
|
)
|
|
(1,415.7
|
)
|
||
Net deferred tax liability
|
$
|
(1,217.0
|
)
|
|
$
|
(988.6
|
)
|
(a)
|
Our current deferred tax liabilities are included in other accrued and current liabilities and our non-current deferred tax assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss and other carryforwards
|
$
|
1,985.3
|
|
|
$
|
1,956.0
|
|
Debt
|
528.6
|
|
|
612.2
|
|
||
Derivative instruments
|
526.3
|
|
|
415.5
|
|
||
Property and equipment, net
|
305.1
|
|
|
324.8
|
|
||
Intangible assets
|
109.0
|
|
|
87.8
|
|
||
Stock-based compensation
|
38.4
|
|
|
37.1
|
|
||
Other future deductible amounts
|
135.9
|
|
|
214.4
|
|
||
Deferred tax assets
|
3,628.6
|
|
|
3,647.8
|
|
||
Valuation allowance
|
(2,184.4
|
)
|
|
(2,047.0
|
)
|
||
Deferred tax assets, net of valuation allowance
|
1,444.2
|
|
|
1,600.8
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment, net
|
(1,161.8
|
)
|
|
(1,181.1
|
)
|
||
Intangible assets
|
(618.3
|
)
|
|
(767.8
|
)
|
||
Investments
|
(445.2
|
)
|
|
(222.2
|
)
|
||
Derivative instruments
|
(218.5
|
)
|
|
(284.7
|
)
|
||
Other future taxable amounts
|
(217.4
|
)
|
|
(133.6
|
)
|
||
Deferred tax liabilities
|
(2,661.2
|
)
|
|
(2,589.4
|
)
|
||
Net deferred tax liability
|
$
|
(1,217.0
|
)
|
|
$
|
(988.6
|
)
|
Country
|
|
Tax loss
carryforward
|
|
Related
tax asset
|
|
Expiration
date
|
||||
|
in millions
|
|
|
|||||||
|
|
|
|
|
|
|||||
Germany
|
$
|
3,592.5
|
|
|
$
|
563.8
|
|
|
Indefinite
|
|
The Netherlands
|
2,522.6
|
|
|
630.6
|
|
|
2013-2021
|
|||
Luxembourg
|
929.4
|
|
|
271.6
|
|
|
Indefinite
|
|||
France
|
644.3
|
|
|
221.8
|
|
|
Indefinite
|
|||
Ireland
|
514.4
|
|
|
64.3
|
|
|
Indefinite
|
|||
Belgium
|
308.4
|
|
|
104.8
|
|
|
Indefinite
|
|||
Hungary
|
266.7
|
|
|
36.9
|
|
|
Indefinite
|
|||
Chile
|
186.9
|
|
|
37.4
|
|
|
Indefinite
|
|||
Romania
|
68.4
|
|
|
10.9
|
|
|
2013-2019
|
|||
Switzerland
|
55.0
|
|
|
11.7
|
|
|
2014-2020
|
|||
Puerto Rico
|
30.9
|
|
|
9.4
|
|
|
2016-2022
|
|||
United Kingdom
|
29.4
|
|
|
7.1
|
|
|
Indefinite
|
|||
Spain
|
26.4
|
|
|
7.9
|
|
|
2023-2028
|
|||
Other
|
32.1
|
|
|
7.1
|
|
|
Various
|
|||
Total
|
$
|
9,207.4
|
|
|
$
|
1,985.3
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Balance at January 1
|
$
|
400.6
|
|
|
$
|
475.0
|
|
|
$
|
400.6
|
|
Reductions for tax positions of prior years
|
(124.2
|
)
|
|
(133.1
|
)
|
|
(44.5
|
)
|
|||
Additions based on tax positions related to the current year
|
89.9
|
|
|
16.7
|
|
|
173.0
|
|
|||
Lapse of statute of limitations
|
(15.0
|
)
|
|
(0.5
|
)
|
|
(1.3
|
)
|
|||
Additions for tax positions of prior years
|
5.5
|
|
|
42.7
|
|
|
125.9
|
|
|||
Foreign currency translation
|
2.9
|
|
|
(0.2
|
)
|
|
(2.0
|
)
|
|||
Reduction related to the sale of the J:COM Disposal Group
|
—
|
|
|
—
|
|
|
(176.7
|
)
|
|||
Balance at December 31
|
$
|
359.7
|
|
|
$
|
400.6
|
|
|
$
|
475.0
|
|
|
|
LGI Series A common stock
|
|
LGI Series C common stock
|
|
|
||||||||||||
Purchase date
|
|
Shares
purchased
|
|
Average price
paid per share (a)
|
|
Shares
purchased
|
|
Average price
paid per share (a)
|
|
Total cost (a)
|
||||||||
|
|
|
|
|
|
|
|
|
|
in millions
|
||||||||
Stock purchased pursuant to repurchase programs during:
|
|
|
|
|
|
|
|
|
|
|
||||||||
2012
|
|
5,611,380
|
|
|
$
|
53.46
|
|
|
13,585,729
|
|
|
$
|
50.11
|
|
|
$
|
980.7
|
|
2011 (b)
|
|
9,114,812
|
|
|
$
|
38.99
|
|
|
14,203,563
|
|
|
$
|
39.22
|
|
|
$
|
912.3
|
|
2010
|
|
18,440,293
|
|
|
$
|
27.07
|
|
|
13,887,284
|
|
|
$
|
28.21
|
|
|
$
|
890.9
|
|
(a)
|
Includes direct acquisition costs and the effects of derivative instruments, where applicable.
|
(b)
|
Excludes
$186.7 million
of aggregate cash consideration paid (excluding cash paid for accrued but unpaid interest) in connection with the
LGI Notes Exchange
, as further described in note
9
. These cash payments reduced our availability under the stock repurchase program in place at the time the payments were made.
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
LGI common stock:
|
|
|
|
|
|
||||||
LGI performance-based incentive awards (a)
|
$
|
33.0
|
|
|
$
|
46.8
|
|
|
$
|
51.3
|
|
Other LGI stock-based incentive awards
|
46.0
|
|
|
43.4
|
|
|
42.8
|
|
|||
Total LGI common stock
|
79.0
|
|
|
90.2
|
|
|
94.1
|
|
|||
Telenet stock-based incentive awards (b)
|
31.2
|
|
|
40.0
|
|
|
13.1
|
|
|||
Austar Performance Plan (c)
|
—
|
|
|
3.6
|
|
|
11.8
|
|
|||
Other (d)
|
2.2
|
|
|
1.1
|
|
|
3.8
|
|
|||
Total
|
$
|
112.4
|
|
|
$
|
134.9
|
|
|
$
|
122.8
|
|
Included in:
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Operating expense
|
$
|
8.6
|
|
|
$
|
15.3
|
|
|
$
|
9.4
|
|
SG&A expense
|
103.8
|
|
|
116.0
|
|
|
101.6
|
|
|||
Total - continuing operations
|
112.4
|
|
|
131.3
|
|
|
111.0
|
|
|||
Discontinued operation (c)
|
—
|
|
|
3.6
|
|
|
11.8
|
|
|||
Total
|
$
|
112.4
|
|
|
$
|
134.9
|
|
|
$
|
122.8
|
|
(a)
|
Includes stock-based compensation expense related to
LGI
performance-based restricted share units (
PSU
s) and, during 2011 and 2010, our five-year performance-based incentive plans for our senior executives and certain key employees (the
LGI Performance Plans
).
|
(b)
|
During the second quarters of
2012
and 2011,
Telenet
modified the terms of certain of its stock option plans to provide for anti-dilution adjustments in connection with capital reductions. In connection with these anti-dilution adjustments,
Telenet
|
(c)
|
Amounts relate to
Austar
’s long-term incentive plan (the
Austar Performance Plan
). The
Austar Performance Plan
was a
five
-year plan, with a
two
-year performance period, that began on
January 1, 2007
, and a
three
-year service period that began on
January 1, 2009
. At the end of the two-year performance period, each participant became eligible to receive varying percentages of the maximum achievable award specified for such participant based on Austar’s achievement of specified
CAGR
s in Austar’s consolidated EBITDA, as defined by the
Austar Performance Plan
, and the participant’s annual performance ratings during the performance period.
|
(d)
|
The
2012
amount includes stock-based compensation expense related to performance-based awards granted pursuant to a liability-based plan of the
VTR Group
. These awards were granted during the first quarter of
2012
and, based on the level of the specified performance criteria achieved during
2012
,
these awards will vest on December 31, 2013.
|
|
LGI
common
stock (a)
|
|
LGI
PSUs (b)
|
|
Telenet common stock (c)
|
||||||
|
|
|
|
|
|
||||||
Total compensation expense not yet recognized (in millions)
|
$
|
78.9
|
|
|
$
|
22.7
|
|
|
$
|
18.0
|
|
Weighted average period remaining for expense recognition (in years)
|
2.6
|
|
|
1.2
|
|
|
1.2
|
|
(a)
|
Amounts relate to awards (other than
LGI PSU
s) granted under (i)
the Liberty Global, Inc. 2005 Incentive Plan
(as amended and restated
October 31, 2006
) (the
LGI Incentive Plan
) and (ii)
the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan
(as amended and restated
November 1, 2006
) (the
LGI Director Incentive Plan
) described below.
|
(b)
|
Amounts relate to
PSU
s granted in
2012
and
2011
as described below.
|
(c)
|
Amounts relate to various equity incentive awards granted to employees of
Telenet
as described below.
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Assumptions used to estimate fair value of options and stock appreciation rights (SARs) granted:
|
|
|
|
|
|
||||||
Risk-free interest rate
|
0.37 - 1.68%
|
|
0.82 - 3.31%
|
|
1.26 - 3.47%
|
||||||
Expected life
|
3.3 - 7.9 years
|
|
3.4 - 8.7 years
|
|
3.2 - 9.0 years
|
||||||
Expected volatility
|
28.0 - 40.4%
|
|
35.5 - 45.6%
|
|
37.1 - 56.8%
|
||||||
Expected dividend yield
|
none
|
|
none
|
|
none
|
||||||
Weighted average grant-date fair value per share of awards granted:
|
|
|
|
|
|
||||||
Options
|
$
|
20.00
|
|
|
$
|
21.41
|
|
|
$
|
16.50
|
|
SARs
|
$
|
14.36
|
|
|
$
|
15.02
|
|
|
$
|
9.70
|
|
Restricted shares and restricted share units
|
$
|
49.14
|
|
|
$
|
44.79
|
|
|
$
|
24.68
|
|
PSUs
|
$
|
50.18
|
|
|
$
|
39.98
|
|
|
$
|
27.95
|
|
Total intrinsic value of awards exercised (in millions):
|
|
|
|
|
|
||||||
Options
|
$
|
43.9
|
|
|
$
|
93.8
|
|
|
$
|
74.7
|
|
SARs
|
$
|
52.0
|
|
|
$
|
39.2
|
|
|
$
|
51.8
|
|
Cash received from exercise of options (in millions)
|
$
|
25.6
|
|
|
$
|
32.7
|
|
|
$
|
70.8
|
|
Income tax benefit related to stock-based compensation (in millions)
|
$
|
17.0
|
|
|
$
|
20.9
|
|
|
$
|
25.8
|
|
Options — LGI Series A common stock
|
Number of
shares
|
|
Weighted
average
exercise price
|
|
Weighted
average
remaining
contractual
term
|
|
Aggregate
intrinsic value
|
|||||
|
|
|
|
|
in years
|
|
in millions
|
|||||
Outstanding at January 1, 2012
|
1,583,387
|
|
|
$
|
23.07
|
|
|
|
|
|
||
Granted
|
41,159
|
|
|
$
|
49.37
|
|
|
|
|
|
||
Exercised
|
(819,929
|
)
|
|
$
|
21.61
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
804,617
|
|
|
$
|
25.90
|
|
|
3.4
|
|
$
|
29.8
|
|
Exercisable at December 31, 2012
|
727,989
|
|
|
$
|
23.89
|
|
|
2.8
|
|
$
|
28.4
|
|
Options — LGI Series C common stock
|
Number of
shares
|
|
Weighted
average
exercise price
|
|
Weighted
average
remaining
contractual
term
|
|
Aggregate
intrinsic value
|
|||||
|
|
|
|
|
in years
|
|
in millions
|
|||||
Outstanding at January 1, 2012
|
1,534,739
|
|
|
$
|
21.95
|
|
|
|
|
|
||
Granted
|
42,639
|
|
|
$
|
47.66
|
|
|
|
|
|
||
Exercised
|
(734,607
|
)
|
|
$
|
20.43
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
842,771
|
|
|
$
|
24.59
|
|
|
3.3
|
|
$
|
28.8
|
|
Exercisable at December 31, 2012
|
763,238
|
|
|
$
|
22.64
|
|
|
2.7
|
|
$
|
27.6
|
|
SARs — LGI Series A common stock
|
Number of
shares
|
|
Weighted
average
base price
|
|
Weighted
average
remaining
contractual
term
|
|
Aggregate
intrinsic value
|
|||||
|
|
|
|
|
in years
|
|
in millions
|
|||||
Outstanding at January 1, 2012
|
3,694,198
|
|
|
$
|
29.31
|
|
|
|
|
|
||
Granted
|
1,175,280
|
|
|
$
|
50.09
|
|
|
|
|
|
||
Forfeited
|
(168,549
|
)
|
|
$
|
34.52
|
|
|
|
|
|
||
Exercised
|
(939,592
|
)
|
|
$
|
23.84
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
3,761,337
|
|
|
$
|
36.94
|
|
|
4.8
|
|
$
|
97.2
|
|
Exercisable at December 31, 2012
|
1,449,435
|
|
|
$
|
29.25
|
|
|
3.9
|
|
$
|
48.2
|
|
SARs — LGI Series C common stock
|
Number of
shares
|
|
Weighted
average
base price
|
|
Weighted
average
remaining
contractual
term
|
|
Aggregate
intrinsic value
|
|||||
|
|
|
|
|
in years
|
|
in millions
|
|||||
Outstanding at January 1, 2012
|
3,671,981
|
|
|
$
|
28.43
|
|
|
|
|
|
||
Granted
|
1,175,280
|
|
|
$
|
48.27
|
|
|
|
|
|
||
Forfeited
|
(168,313
|
)
|
|
$
|
33.37
|
|
|
|
|
|
||
Exercised
|
(892,194
|
)
|
|
$
|
23.30
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
3,786,754
|
|
|
$
|
35.58
|
|
|
4.8
|
|
$
|
87.2
|
|
Exercisable at December 31, 2012
|
1,474,940
|
|
|
$
|
28.22
|
|
|
3.8
|
|
$
|
44.4
|
|
Restricted shares and share units — LGI Series A common stock
|
Number of
shares
|
|
Weighted
average
grant-date
fair value
per share
|
|
Weighted
average
remaining
contractual
term
|
|||
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2012
|
413,486
|
|
|
$
|
30.34
|
|
|
|
Granted
|
164,838
|
|
|
$
|
50.05
|
|
|
|
Forfeited
|
(24,993
|
)
|
|
$
|
34.51
|
|
|
|
Released from restrictions
|
(221,323
|
)
|
|
$
|
29.27
|
|
|
|
Outstanding at December 31, 2012
|
332,008
|
|
|
$
|
40.53
|
|
|
2.3
|
Restricted shares and share units — LGI Series C common stock
|
Number of
shares
|
|
Weighted
average
grant-date
fair value
per share
|
|
Weighted
average
remaining
contractual
term
|
|||
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2012
|
413,665
|
|
|
$
|
29.37
|
|
|
|
Granted
|
165,072
|
|
|
$
|
48.23
|
|
|
|
Forfeited
|
(24,993
|
)
|
|
$
|
33.39
|
|
|
|
Released from restrictions
|
(221,443
|
)
|
|
$
|
28.33
|
|
|
|
Outstanding at December 31, 2012
|
332,301
|
|
|
$
|
39.13
|
|
|
2.3
|
PSUs — LGI Series A common stock
|
Number of
shares
|
|
Weighted
average
grant-date
fair value
per share
|
|
Weighted
average
remaining
contractual
term
|
|||
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2012
|
1,049,793
|
|
|
$
|
33.95
|
|
|
|
Granted
|
427,960
|
|
|
$
|
51.24
|
|
|
|
Performance adjustment
|
(87,535
|
)
|
|
$
|
30.59
|
|
|
|
Forfeited
|
(49,512
|
)
|
|
$
|
42.55
|
|
|
|
Released from restrictions
|
(581,121
|
)
|
|
$
|
30.00
|
|
|
|
Outstanding at December 31, 2012
|
759,585
|
|
|
$
|
46.54
|
|
|
1.3
|
PSUs — LGI Series C common stock
|
Number of
shares
|
|
Weighted
average
grant-date
fair value
per share
|
|
Weighted
average
remaining
contractual
term
|
|||
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2012
|
1,049,793
|
|
|
$
|
33.03
|
|
|
|
Granted
|
427,960
|
|
|
$
|
49.12
|
|
|
|
Performance adjustment
|
(87,535
|
)
|
|
$
|
29.98
|
|
|
|
Forfeited
|
(49,512
|
)
|
|
$
|
40.91
|
|
|
|
Released from restrictions
|
(581,121
|
)
|
|
$
|
29.44
|
|
|
|
Outstanding at December 31, 2012
|
759,585
|
|
|
$
|
44.68
|
|
|
1.3
|
Options — Telenet ordinary shares
|
Number of
shares
|
|
Weighted
average
exercise price
|
|
Weighted
average
remaining
contractual
term
|
|
Aggregate
intrinsic value
|
||||||
|
|
|
|
|
in years
|
|
in millions
|
||||||
Outstanding at January 1, 2012
|
522,581
|
|
|
€
|
20.19
|
|
|
|
|
|
|||
Granted (a)
|
232,258
|
|
|
€
|
21.53
|
|
|
|
|
|
|||
Net impact of anti-dilution adjustments related to capital distribution
|
78,755
|
|
|
€
|
(1.94
|
)
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
833,594
|
|
|
€
|
18.66
|
|
|
4.7
|
|
€
|
14.2
|
|
|
Exercisable at December 31, 2012
|
—
|
|
|
€
|
—
|
|
|
—
|
|
|
€
|
—
|
|
(a)
|
Represents the number of options for which the performance criteria was set during the period and does not include options that have been granted subject to the determination of performance criteria. The fair value of these options was calculated on the date that the performance criteria was set using an expected volatility of
32.2%
, an expected life of
4.3
years, and a risk-free return of
2.08%
. The grant date fair value during
2012
was
€11.85
(
$15.64
).
|
Warrants — Telenet ordinary shares
|
Number of
shares
|
|
Weighted
average
exercise price
|
|
Weighted
average
remaining
contractual
term
|
|
Aggregate
intrinsic value
|
|||||
|
|
|
|
|
in years
|
|
in millions
|
|||||
Outstanding at January 1, 2012
|
3,884,259
|
|
|
€
|
14.98
|
|
|
|
|
|
||
Forfeited
|
(50,337
|
)
|
|
€
|
19.86
|
|
|
|
|
|
||
Exercised
|
(994,730
|
)
|
|
€
|
12.82
|
|
|
|
|
|
||
Net impact of anti-dilution adjustments related to capital distribution
|
346,517
|
|
|
€
|
(1.45
|
)
|
|
|
|
|
||
Outstanding at December 31, 2012
|
3,185,709
|
|
|
€
|
13.95
|
|
|
2.0
|
|
€
|
69.1
|
|
Exercisable at December 31, 2012
|
2,177,883
|
|
|
€
|
12.50
|
|
|
1.7
|
|
€
|
50.4
|
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
Continuing operations:
|
|
|
|
|
|
||||||
Revenue earned from related parties (a)
|
$
|
16.9
|
|
|
$
|
22.0
|
|
|
$
|
30.0
|
|
Operating expenses charged by related parties (b)
|
$
|
39.3
|
|
|
$
|
37.6
|
|
|
$
|
32.5
|
|
Discontinued operations:
|
|
|
|
|
|
||||||
Net expenses charged by related parties:
|
|
|
|
|
|
||||||
Austar (c)
|
$
|
3.1
|
|
|
$
|
7.7
|
|
|
$
|
5.0
|
|
J:COM Disposal Group (d)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.4
|
|
Capital lease additions - related parties (e)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.5
|
|
(a)
|
Amounts consist of revenue derived from our equity method affiliates, primarily related to management and advisory services, programming license fees and construction and network maintenance services.
|
(b)
|
Amounts consist primarily of programming costs and interconnect fees charged by certain of our investees.
|
(c)
|
Amounts represent the net of (i) programming costs charged to
Austar
by its equity method affiliate and (ii) reimbursements charged by
Austar
for marketing and director fees incurred on behalf of its equity method affiliate.
|
(d)
|
Amounts consist primarily of (i) operating expenses for programming, billing system, program guide and other services provided to
J:COM
by its and
Sumitomo
’s affiliates (ii) SG&A expenses for management, rental and IT support services provided by
Sumitomo
to
J:COM
and (iii) interest expense, primarily related to assets leased from certain
Sumitomo
entities. These amounts are shown net of revenue related to programming services provided to certain
J:COM
affiliates and distribution fee revenue from a subsidiary of
Sumitomo
.
|
(e)
|
Represents capital leases for customer premises equipment, various office equipment and vehicles from certain subsidiaries and affiliates of
Sumitomo
.
|
|
|
Employee
severance
and
termination
|
|
Office
closures
|
|
Contract termination
|
|
Total
|
||||||||
|
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Restructuring liability as of January 1, 2012
|
|
$
|
7.2
|
|
|
$
|
3.6
|
|
|
$
|
17.6
|
|
|
$
|
28.4
|
|
Restructuring charges
|
|
52.2
|
|
|
1.6
|
|
|
(1.8
|
)
|
|
52.0
|
|
||||
Cash paid
|
|
(20.9
|
)
|
|
(1.3
|
)
|
|
(2.8
|
)
|
|
(25.0
|
)
|
||||
Foreign currency translation adjustments
|
|
1.2
|
|
|
0.1
|
|
|
0.1
|
|
|
1.4
|
|
||||
Restructuring liability as of December 31, 2012
|
|
$
|
39.7
|
|
|
$
|
4.0
|
|
|
$
|
13.1
|
|
|
$
|
56.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term portion
|
|
$
|
39.6
|
|
|
$
|
2.1
|
|
|
$
|
3.2
|
|
|
$
|
44.9
|
|
Long-term portion
|
|
0.1
|
|
|
1.9
|
|
|
9.9
|
|
|
11.9
|
|
||||
Total
|
|
$
|
39.7
|
|
|
$
|
4.0
|
|
|
$
|
13.1
|
|
|
$
|
56.8
|
|
|
|
Employee
severance
and
termination
|
|
Office
closures
|
|
Contract termination
|
|
Other
|
|
Total
|
||||||||||
|
|
in millions
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring liability as of January 1, 2011
|
|
$
|
8.3
|
|
|
$
|
5.2
|
|
|
$
|
22.6
|
|
|
$
|
0.1
|
|
|
$
|
36.2
|
|
Restructuring charges
|
|
20.4
|
|
|
0.3
|
|
|
(2.2
|
)
|
|
—
|
|
|
18.5
|
|
|||||
Cash paid
|
|
(21.6
|
)
|
|
(1.8
|
)
|
|
(2.1
|
)
|
|
(0.1
|
)
|
|
(25.6
|
)
|
|||||
Foreign currency translation adjustments
|
|
0.1
|
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||
Restructuring liability as of December 31, 2011
|
|
$
|
7.2
|
|
|
$
|
3.6
|
|
|
$
|
17.6
|
|
|
$
|
—
|
|
|
$
|
28.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term portion
|
|
$
|
7.0
|
|
|
$
|
0.7
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
Long-term portion
|
|
0.2
|
|
|
2.9
|
|
|
14.2
|
|
|
—
|
|
|
17.3
|
|
|||||
Total
|
|
$
|
7.2
|
|
|
$
|
3.6
|
|
|
$
|
17.6
|
|
|
$
|
—
|
|
|
$
|
28.4
|
|
|
|
Employee
severance
and
termination
|
|
Office
closures
|
|
Contract termination
|
|
Other
|
|
Total
|
||||||||||
|
|
in millions
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring liability as of January 1, 2010
|
|
$
|
6.6
|
|
|
$
|
9.4
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
24.5
|
|
Restructuring charges
|
|
16.3
|
|
|
0.2
|
|
|
23.0
|
|
|
8.9
|
|
|
48.4
|
|
|||||
Cash paid
|
|
(14.0
|
)
|
|
(4.0
|
)
|
|
(9.2
|
)
|
|
(9.2
|
)
|
|
(36.4
|
)
|
|||||
Other
|
|
(0.4
|
)
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Foreign currency translation adjustments
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
0.2
|
|
|
0.4
|
|
|
(0.3
|
)
|
|||||
Restructuring liability as of December 31, 2010
|
|
$
|
8.3
|
|
|
$
|
5.2
|
|
|
$
|
22.6
|
|
|
$
|
0.1
|
|
|
$
|
36.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term portion
|
|
$
|
8.0
|
|
|
$
|
2.1
|
|
|
$
|
2.7
|
|
|
$
|
0.1
|
|
|
$
|
12.9
|
|
Long-term portion
|
|
0.3
|
|
|
3.1
|
|
|
19.9
|
|
|
—
|
|
|
23.3
|
|
|||||
Total
|
|
$
|
8.3
|
|
|
$
|
5.2
|
|
|
$
|
22.6
|
|
|
$
|
0.1
|
|
|
$
|
36.2
|
|
|
|
LGI stockholders
|
|
|
|
|
||||||||||||||||||
|
|
Foreign
currency
translation
adjustments
|
|
Unrealized
gains
(losses) on
cash flow
hedges
|
|
Pension
related
adjustments
|
|
Accumulated
other
comprehensive
earnings
|
|
Non-controlling
interests
|
|
Total
accumulated
other
comprehensive
earnings
|
||||||||||||
|
|
in millions
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at January 1, 2010
|
|
$
|
1,292.1
|
|
|
$
|
(4.2
|
)
|
|
$
|
11.1
|
|
|
$
|
1,299.0
|
|
|
$
|
304.1
|
|
|
$
|
1,603.1
|
|
Sale of J:COM Disposal Group
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(373.7
|
)
|
|
(373.7
|
)
|
||||||
Other comprehensive earnings
|
|
142.6
|
|
|
2.9
|
|
|
(4.2
|
)
|
|
141.3
|
|
|
67.5
|
|
|
208.8
|
|
||||||
Balance at December 31, 2010
|
|
1,434.7
|
|
|
(1.3
|
)
|
|
6.9
|
|
|
1,440.3
|
|
|
(2.1
|
)
|
|
1,438.2
|
|
||||||
Other comprehensive earnings
|
|
95.0
|
|
|
(9.2
|
)
|
|
(16.6
|
)
|
|
69.2
|
|
|
(21.0
|
)
|
|
48.2
|
|
||||||
Balance at December 31, 2011
|
|
1,529.7
|
|
|
(10.5
|
)
|
|
(9.7
|
)
|
|
1,509.5
|
|
|
(23.1
|
)
|
|
1,486.4
|
|
||||||
Sale of Austar
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.1
|
|
|
60.1
|
|
||||||
Other comprehensive earnings
|
|
74.4
|
|
|
10.5
|
|
|
6.1
|
|
|
91.0
|
|
|
0.3
|
|
|
91.3
|
|
||||||
Balance at December 31, 2012
|
|
$
|
1,604.1
|
|
|
$
|
—
|
|
|
$
|
(3.6
|
)
|
|
$
|
1,600.5
|
|
|
$
|
37.3
|
|
|
$
|
1,637.8
|
|
|
|
Pre-tax
amount
|
|
Tax benefit
(expense)
|
|
Net-of-tax
amount
|
||||||
|
|
in millions
|
||||||||||
Year ended December 31, 2012:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
76.0
|
|
|
$
|
(0.6
|
)
|
|
$
|
75.4
|
|
Cash flow hedges
|
|
15.1
|
|
|
(4.6
|
)
|
|
10.5
|
|
|||
Pension related adjustments
|
|
6.0
|
|
|
(0.6
|
)
|
|
5.4
|
|
|||
Other comprehensive earnings
|
|
97.1
|
|
|
(5.8
|
)
|
|
91.3
|
|
|||
Other comprehensive loss attributable to noncontrolling interests (a)
|
|
0.1
|
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|||
Other comprehensive earnings attributable to LGI stockholders
|
|
$
|
97.2
|
|
|
$
|
(6.2
|
)
|
|
$
|
91.0
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2011:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
82.3
|
|
|
$
|
0.9
|
|
|
$
|
83.2
|
|
Cash flow hedges
|
|
(24.8
|
)
|
|
7.6
|
|
|
(17.2
|
)
|
|||
Pension related adjustments
|
|
(22.2
|
)
|
|
4.4
|
|
|
(17.8
|
)
|
|||
Other comprehensive earnings
|
|
35.3
|
|
|
12.9
|
|
|
48.2
|
|
|||
Other comprehensive earnings attributable to noncontrolling interests (a)
|
|
25.0
|
|
|
(4.0
|
)
|
|
21.0
|
|
|||
Other comprehensive earnings attributable to LGI stockholders
|
|
$
|
60.3
|
|
|
$
|
8.9
|
|
|
$
|
69.2
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2010:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
219.4
|
|
|
$
|
(8.8
|
)
|
|
$
|
210.6
|
|
Cash flow hedges
|
|
2.3
|
|
|
0.6
|
|
|
2.9
|
|
|||
Pension related adjustments
|
|
(5.3
|
)
|
|
0.6
|
|
|
(4.7
|
)
|
|||
Other comprehensive earnings
|
|
216.4
|
|
|
(7.6
|
)
|
|
208.8
|
|
|||
Other comprehensive loss attributable to noncontrolling interests (a)
|
|
(67.0
|
)
|
|
(0.5
|
)
|
|
(67.5
|
)
|
|||
Other comprehensive earnings attributable to LGI stockholders
|
|
$
|
149.4
|
|
|
$
|
(8.1
|
)
|
|
$
|
141.3
|
|
(a)
|
Amounts primarily represent the noncontrolling interest owners’ share of our foreign currency translation adjustments.
|
|
Payments due during:
|
|
|
||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
in millions
|
||||||||||||||||||||||||||
Continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating leases
|
$
|
183.7
|
|
|
$
|
138.4
|
|
|
$
|
126.2
|
|
|
$
|
104.8
|
|
|
$
|
91.5
|
|
|
$
|
365.9
|
|
|
$
|
1,010.5
|
|
Programming obligations
|
310.0
|
|
|
161.3
|
|
|
81.9
|
|
|
50.0
|
|
|
42.3
|
|
|
0.5
|
|
|
646.0
|
|
|||||||
Other commitments
|
764.1
|
|
|
248.8
|
|
|
201.5
|
|
|
160.6
|
|
|
118.2
|
|
|
1,317.4
|
|
|
2,810.6
|
|
|||||||
Total
|
$
|
1,257.8
|
|
|
$
|
548.5
|
|
|
$
|
409.6
|
|
|
$
|
315.4
|
|
|
$
|
252.0
|
|
|
$
|
1,683.8
|
|
|
$
|
4,467.1
|
|
•
|
UPC/Unity Division
:
|
•
|
Germany
|
•
|
The Netherlands
|
•
|
Switzerland
|
•
|
Other Western Europe
|
•
|
Central and Eastern Europe
|
•
|
Telenet
(Belgium)
|
•
|
VTR Group
(Chile)
|
|
Year ended December 31,
|
||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
|
Revenue
|
|
Operating cash flow
|
|
Revenue
|
|
Operating cash flow
|
|
Revenue
|
|
Operating cash flow
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Germany
|
$
|
2,311.0
|
|
|
$
|
1,364.3
|
|
|
$
|
1,450.0
|
|
|
$
|
863.7
|
|
|
$
|
1,146.6
|
|
|
$
|
659.8
|
|
The Netherlands
|
1,229.1
|
|
|
737.1
|
|
|
1,273.4
|
|
|
755.3
|
|
|
1,156.8
|
|
|
673.9
|
|
||||||
Switzerland
|
1,259.8
|
|
|
717.9
|
|
|
1,282.6
|
|
|
721.9
|
|
|
1,067.6
|
|
|
588.2
|
|
||||||
Other Western Europe
|
848.4
|
|
|
407.7
|
|
|
893.3
|
|
|
418.7
|
|
|
829.5
|
|
|
383.2
|
|
||||||
Total Western Europe
|
5,648.3
|
|
|
3,227.0
|
|
|
4,899.3
|
|
|
2,759.6
|
|
|
4,200.5
|
|
|
2,305.1
|
|
||||||
Central and Eastern Europe
|
1,115.7
|
|
|
555.1
|
|
|
1,122.5
|
|
|
548.0
|
|
|
1,001.5
|
|
|
496.8
|
|
||||||
Central and other
|
115.7
|
|
|
(163.1
|
)
|
|
122.7
|
|
|
(140.5
|
)
|
|
108.6
|
|
|
(120.3
|
)
|
||||||
Total UPC/Unity Division
|
6,879.7
|
|
|
3,619.0
|
|
|
6,144.5
|
|
|
3,167.1
|
|
|
5,310.6
|
|
|
2,681.6
|
|
||||||
Telenet (Belgium)
|
1,918.0
|
|
|
940.7
|
|
|
1,918.5
|
|
|
967.0
|
|
|
1,727.2
|
|
|
872.8
|
|
||||||
VTR Group (Chile)
|
940.6
|
|
|
314.2
|
|
|
889.0
|
|
|
341.2
|
|
|
798.2
|
|
|
327.7
|
|
||||||
Corporate and other
|
655.8
|
|
|
(4.3
|
)
|
|
645.2
|
|
|
7.0
|
|
|
608.6
|
|
|
(0.4
|
)
|
||||||
Intersegment eliminations
|
(83.3
|
)
|
|
—
|
|
|
(86.4
|
)
|
|
—
|
|
|
(80.4
|
)
|
|
—
|
|
||||||
Total
|
$
|
10,310.8
|
|
|
$
|
4,869.6
|
|
|
$
|
9,510.8
|
|
|
$
|
4,482.3
|
|
|
$
|
8,364.2
|
|
|
$
|
3,881.7
|
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
Total segment operating cash flow from continuing operations
|
$
|
4,869.6
|
|
|
$
|
4,482.3
|
|
|
$
|
3,881.7
|
|
Stock-based compensation expense
|
(112.4
|
)
|
|
(131.3
|
)
|
|
(111.0
|
)
|
|||
Depreciation and amortization
|
(2,691.1
|
)
|
|
(2,457.0
|
)
|
|
(2,251.5
|
)
|
|||
Impairment, restructuring and other operating items, net
|
(83.0
|
)
|
|
(75.6
|
)
|
|
(125.6
|
)
|
|||
Operating income
|
1,983.1
|
|
|
1,818.4
|
|
|
1,393.6
|
|
|||
Interest expense
|
(1,677.4
|
)
|
|
(1,455.2
|
)
|
|
(1,283.6
|
)
|
|||
Interest and dividend income
|
42.3
|
|
|
73.2
|
|
|
36.2
|
|
|||
Realized and unrealized losses on derivative instruments, net
|
(1,069.9
|
)
|
|
(60.4
|
)
|
|
(1,152.3
|
)
|
|||
Foreign currency transaction gains (losses), net
|
436.3
|
|
|
(572.6
|
)
|
|
(237.1
|
)
|
|||
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net
|
(29.9
|
)
|
|
(155.1
|
)
|
|
127.8
|
|
|||
Losses on debt modification, extinguishment and conversion, net
|
(215.8
|
)
|
|
(218.4
|
)
|
|
(29.8
|
)
|
|||
Gains due to changes in ownership
|
52.5
|
|
|
—
|
|
|
—
|
|
|||
Other expense, net
|
(4.5
|
)
|
|
(5.7
|
)
|
|
(5.4
|
)
|
|||
Loss from continuing operations before income taxes
|
$
|
(483.3
|
)
|
|
$
|
(575.8
|
)
|
|
$
|
(1,150.6
|
)
|
|
Long-lived assets
|
|
Total assets
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
in millions
|
||||||||||||||
UPC/Unity Division:
|
|
|
|
|
|
|
|
||||||||
Germany
|
$
|
10,626.4
|
|
|
$
|
10,681.4
|
|
|
$
|
10,960.2
|
|
|
$
|
11,105.6
|
|
The Netherlands
|
2,378.3
|
|
|
2,323.4
|
|
|
2,676.6
|
|
|
2,581.9
|
|
||||
Switzerland
|
4,685.6
|
|
|
4,634.4
|
|
|
5,032.9
|
|
|
5,052.0
|
|
||||
Other Western Europe
|
1,886.9
|
|
|
1,893.4
|
|
|
1,952.7
|
|
|
1,962.9
|
|
||||
Total Western Europe
|
19,577.2
|
|
|
19,532.6
|
|
|
20,622.4
|
|
|
20,702.4
|
|
||||
Central and Eastern Europe
|
2,866.1
|
|
|
2,744.2
|
|
|
3,002.5
|
|
|
2,860.0
|
|
||||
Central and other
|
365.3
|
|
|
298.5
|
|
|
1,549.4
|
|
|
1,685.7
|
|
||||
Total UPC/Unity Division
|
22,808.6
|
|
|
22,575.3
|
|
|
25,174.3
|
|
|
25,248.1
|
|
||||
Telenet (Belgium)
|
4,617.8
|
|
|
4,583.6
|
|
|
6,243.1
|
|
|
5,424.1
|
|
||||
VTR Group (Chile)
|
1,363.3
|
|
|
1,220.8
|
|
|
1,680.3
|
|
|
1,451.6
|
|
||||
Corporate and other
|
1,665.0
|
|
|
785.3
|
|
|
5,210.0
|
|
|
3,239.7
|
|
||||
Total - continuing operations
|
30,454.7
|
|
|
29,165.0
|
|
|
38,307.7
|
|
|
35,363.5
|
|
||||
Discontinued operation (a)
|
—
|
|
|
770.1
|
|
|
—
|
|
|
1,045.7
|
|
||||
Total
|
$
|
30,454.7
|
|
|
$
|
29,935.1
|
|
|
$
|
38,307.7
|
|
|
$
|
36,409.2
|
|
(a)
|
The December 31, 2011 amount represents the long-lived assets and total assets of Austar.
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
UPC/Unity Division:
|
|
|
|
|
|
||||||
Germany
|
$
|
559.5
|
|
|
$
|
371.0
|
|
|
$
|
286.5
|
|
The Netherlands
|
221.8
|
|
|
231.8
|
|
|
164.2
|
|
|||
Switzerland
|
222.2
|
|
|
235.2
|
|
|
211.9
|
|
|||
Other Western Europe
|
145.1
|
|
|
193.7
|
|
|
197.9
|
|
|||
Total Western Europe
|
1,148.6
|
|
|
1,031.7
|
|
|
860.5
|
|
|||
Central and Eastern Europe
|
227.6
|
|
|
201.2
|
|
|
204.3
|
|
|||
Central and other
|
165.4
|
|
|
177.8
|
|
|
108.8
|
|
|||
Total UPC/Unity Division
|
1,541.6
|
|
|
1,410.7
|
|
|
1,173.6
|
|
|||
Telenet (Belgium)
|
440.0
|
|
|
413.3
|
|
|
372.4
|
|
|||
VTR Group (Chile)
|
243.4
|
|
|
270.8
|
|
|
177.2
|
|
|||
Corporate and other
|
49.1
|
|
|
36.8
|
|
|
42.5
|
|
|||
Property and equipment additions
|
2,274.1
|
|
|
2,131.6
|
|
|
1,765.7
|
|
|||
Assets acquired under capital-related vendor financing arrangements
|
(246.5
|
)
|
|
(101.4
|
)
|
|
—
|
|
|||
Assets acquired under capital leases
|
(63.1
|
)
|
|
(38.2
|
)
|
|
(35.2
|
)
|
|||
Changes in current liabilities related to capital expenditures
|
(80.9
|
)
|
|
(65.0
|
)
|
|
(40.0
|
)
|
|||
Total capital expenditures
|
$
|
1,883.6
|
|
|
$
|
1,927.0
|
|
|
$
|
1,690.5
|
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011 (a)
|
|
2010 (a)
|
||||||
|
in millions
|
||||||||||
Subscription revenue (b):
|
|
|
|
|
|
||||||
Video
|
$
|
4,647.6
|
|
|
$
|
4,407.0
|
|
|
$
|
3,916.0
|
|
Broadband internet
|
2,438.3
|
|
|
2,243.2
|
|
|
1,942.9
|
|
|||
Telephony
|
1,523.1
|
|
|
1,303.6
|
|
|
1,137.1
|
|
|||
Total subscription revenue
|
8,609.0
|
|
|
7,953.8
|
|
|
6,996.0
|
|
|||
Other revenue (c)
|
1,701.8
|
|
|
1,557.0
|
|
|
1,368.2
|
|
|||
Total
|
$
|
10,310.8
|
|
|
$
|
9,510.8
|
|
|
$
|
8,364.2
|
|
(a)
|
Effective January 1, 2012, we began classifying the monthly revenue derived from certain small office and home office (
SOHO
) subscribers as subscription revenue.
SOHO
subscribers pay a premium price to receive enhanced service levels along with video programming, internet or telephony services that are the same or similar to the mass marketed products offered to our residential subscribers. Prior period amounts have been conformed to the current period presentation by reclassifying the corresponding
SOHO
revenue from other revenue to subscription revenue.
|
(b)
|
Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees, late fees and mobile services revenue. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service.
|
(c)
|
Other revenue includes non-subscription revenue (including
B2B
, interconnect, carriage fee, mobile services and installation revenue) and programming revenue.
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
UPC/Unity Division:
|
|
|
|
|
|
||||||
Germany
|
$
|
2,311.0
|
|
|
$
|
1,450.0
|
|
|
$
|
1,146.6
|
|
The Netherlands
|
1,229.1
|
|
|
1,273.4
|
|
|
1,156.8
|
|
|||
Switzerland
|
1,259.8
|
|
|
1,282.6
|
|
|
1,067.6
|
|
|||
Austria
|
422.0
|
|
|
463.1
|
|
|
458.2
|
|
|||
Ireland
|
426.4
|
|
|
430.2
|
|
|
371.3
|
|
|||
Poland
|
450.0
|
|
|
390.7
|
|
|
316.3
|
|
|||
Hungary
|
248.2
|
|
|
270.9
|
|
|
251.7
|
|
|||
The Czech Republic
|
226.5
|
|
|
251.9
|
|
|
225.3
|
|
|||
Romania
|
130.0
|
|
|
143.5
|
|
|
147.5
|
|
|||
Slovakia
|
61.0
|
|
|
65.5
|
|
|
60.7
|
|
|||
Other (a)
|
115.7
|
|
|
122.7
|
|
|
108.6
|
|
|||
Total UPC/Unity Division
|
6,879.7
|
|
|
6,144.5
|
|
|
5,310.6
|
|
|||
Belgium
|
1,918.0
|
|
|
1,918.5
|
|
|
1,727.2
|
|
|||
Chellomedia:
|
|
|
|
|
|
||||||
Poland
|
111.8
|
|
|
118.6
|
|
|
111.7
|
|
|||
The Netherlands
|
105.8
|
|
|
108.4
|
|
|
111.8
|
|
|||
Spain
|
67.2
|
|
|
73.2
|
|
|
65.8
|
|
|||
Hungary
|
59.8
|
|
|
66.8
|
|
|
49.6
|
|
|||
Other (b)
|
169.4
|
|
|
165.3
|
|
|
156.6
|
|
|||
Total Chellomedia
|
514.0
|
|
|
532.3
|
|
|
495.5
|
|
|||
Chile
|
940.6
|
|
|
889.0
|
|
|
798.2
|
|
|||
Other (c)
|
141.8
|
|
|
112.9
|
|
|
113.1
|
|
|||
Intersegment eliminations
|
(83.3
|
)
|
|
(86.4
|
)
|
|
(80.4
|
)
|
|||
Total
|
$
|
10,310.8
|
|
|
$
|
9,510.8
|
|
|
$
|
8,364.2
|
|
(a)
|
Primarily represents revenue of UPC DTH from customers located in Hungary, the Czech Republic, Romania and Slovakia.
|
(b)
|
Chellomedia’s other geographic segments are located primarily in Latin America, the United Kingdom, Portugal, the Czech Republic, Romania, Slovakia and Italy.
|
(c)
|
Primarily represents a less significant operating segment that provides broadband communications in Puerto Rico.
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
UPC/Unity Division:
|
|
|
|
||||
Germany
|
$
|
10,626.4
|
|
|
$
|
10,681.4
|
|
The Netherlands
|
2,378.3
|
|
|
2,323.4
|
|
||
Switzerland
|
4,685.6
|
|
|
4,634.4
|
|
||
Austria
|
1,149.7
|
|
|
1,142.5
|
|
||
Ireland
|
737.2
|
|
|
750.9
|
|
||
Poland
|
1,172.9
|
|
|
1,086.7
|
|
||
Hungary
|
623.1
|
|
|
561.6
|
|
||
The Czech Republic
|
740.7
|
|
|
762.5
|
|
||
Romania
|
200.3
|
|
|
205.9
|
|
||
Slovakia
|
129.1
|
|
|
127.5
|
|
||
Other (a)
|
365.3
|
|
|
298.5
|
|
||
Total UPC/Unity Division
|
22,808.6
|
|
|
22,575.3
|
|
||
Belgium
|
4,617.8
|
|
|
4,583.6
|
|
||
Chellomedia:
|
|
|
|
||||
Spain
|
107.2
|
|
|
109.8
|
|
||
Hungary
|
97.7
|
|
|
98.4
|
|
||
United Kingdom
|
97.7
|
|
|
80.8
|
|
||
Latin America
|
83.9
|
|
|
0.7
|
|
||
The Netherlands
|
31.8
|
|
|
32.3
|
|
||
The Czech Republic
|
28.3
|
|
|
28.2
|
|
||
Poland
|
2.2
|
|
|
1.8
|
|
||
Total Chellomedia
|
448.8
|
|
|
352.0
|
|
||
Chile
|
1,363.3
|
|
|
1,220.8
|
|
||
U.S. (b)
|
32.7
|
|
|
56.9
|
|
||
Other (c)
|
1,183.5
|
|
|
376.4
|
|
||
Total - continuing operations
|
30,454.7
|
|
|
29,165.0
|
|
||
Discontinued operation (d)
|
—
|
|
|
770.1
|
|
||
Total
|
$
|
30,454.7
|
|
|
$
|
29,935.1
|
|
(a)
|
Primarily represents long-lived assets of the
UPC/Unity Division
’s central operations, which are located in the Netherlands.
|
(b)
|
Primarily represents the assets of our corporate category.
|
(c)
|
Primarily represents a less significant operating segment that provides broadband communications in Puerto Rico.
|
(d)
|
The December 31, 2011 amount represents the long-lived assets of Austar.
|
|
|
2012
|
||||||||||||||
|
|
1
st
quarter
|
|
2
nd
quarter
|
|
3
rd
quarter
|
|
4
th
quarter
|
||||||||
|
|
in millions, except per share amounts
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
2,537.0
|
|
|
$
|
2,524.5
|
|
|
$
|
2,519.1
|
|
|
$
|
2,730.2
|
|
Operating income
|
|
$
|
494.3
|
|
|
$
|
479.0
|
|
|
$
|
509.1
|
|
|
$
|
500.7
|
|
Net earnings (loss) attributable to LGI stockholders
|
|
$
|
(25.1
|
)
|
|
$
|
701.6
|
|
|
$
|
(22.4
|
)
|
|
$
|
(331.3
|
)
|
Basic and diluted earnings (loss) attributable to LGI stockholders per share — Series A, Series B and Series C common stock (note 2)
|
|
$
|
(0.09
|
)
|
|
$
|
2.60
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1.27
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2011
|
||||||||||||||
|
|
1
st
quarter
|
|
2
nd
quarter
|
|
3
rd
quarter
|
|
4
th
quarter
|
||||||||
|
|
in millions, except per share amounts
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
2,257.9
|
|
|
$
|
2,429.6
|
|
|
$
|
2,418.8
|
|
|
$
|
2,404.5
|
|
Operating income
|
|
$
|
432.9
|
|
|
$
|
494.2
|
|
|
$
|
483.2
|
|
|
$
|
408.1
|
|
Net earnings (loss) attributable to LGI stockholders
|
|
$
|
342.4
|
|
|
$
|
(347.0
|
)
|
|
$
|
(333.1
|
)
|
|
$
|
(435.0
|
)
|
Earnings (loss) attributable to LGI stockholders per share — Series A, Series B and Series C common stock (note 2):
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.42
|
|
|
$
|
(1.37
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(1.58
|
)
|
Diluted
|
|
$
|
1.22
|
|
|
$
|
(1.37
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(1.58
|
)
|
•
|
each share of common stock, par value
$0.01
per share, of
Virgin Media
will be converted into the right to receive (i)
0.2582
Class A ordinary shares of a new public limited company organized under the laws of the United Kingdom (
UK Holdco
), (ii)
0.1928
Class C ordinary shares of
UK Holdco
and (iii)
$17.50
in cash; and
|
•
|
each share of Series A common stock, par value
$0.01
per share, of
LGI
will be converted into the right to receive
one
Class A ordinary share of
UK Holdco
, each share of Series B common stock, par value
$0.01
per share, of
LGI
will be converted into the right to receive
one
Class B ordinary share of
UK Holdco
, and each share of Series C common stock, par value
$0.01
per share, of
LGI
will be converted into the right to receive
one
Class C ordinary share of
UK Holdco
.
|
•
|
The commitment of various financial institutions to provide certain subsidiaries of
Virgin Media
a senior credit facility (the
Virgin Media Credit Facility
) that will be entered into on or around the date that the
Virgin Media Acquisition
is completed. The
Virgin Media Credit Facility
will be comprised of (i) a
£375.0 million
(
$607.1 million
) sterling-denominated Term Loan A, (ii) a
£600.0 million
(
$971.3 million
) sterling-denominated Term Loan B and (iii) a
$2,755.0 million
U.S. dollar-denominated Term Loan B (
VM TLB
). In addition, the
Virgin Media Credit Facility
will provide for a
£250.0 million
(
$404.7 million
) revolving credit facility;
|
•
|
The issuance of (i)
$1.0 billion
5.375%
Senior Secured Notes due 2021 (the
VM Dollar Senior Secured Notes
) and
£1.1 billion
(
$1.8 billion
)
6.0%
Senior Secured Notes due 2021 (the
VM Sterling Senior Secured Notes
and, together with the
VM Dollar Senior Secured Notes
, the
VM Senior Secured Notes
) and (ii)
$530.0 million
6.375%
Senior Notes due 2023 (the
VM Dollar Senior Notes
) and
£250.0 million
(
$404.7 million
)
7.0%
Senior Notes due 2023 (the
VM Sterling Senior Notes
and, together with the
VM Dollar Senior Notes
, the
VM Senior Notes
). The
VM Senior Secured Notes
were issued by Lynx I Corp. (
Lynx I
or any successor company, the
VM Senior Secured Notes Issuer
) and the
VM Senior Notes
were issued by Lynx II Corp. (
Lynx II
or any successor company, the
VM Senior Notes Issuer
), both of which are subsidiaries of
LGI
. It is contemplated that the
VM Senior Secured Notes
and the
VM Senior Notes
will be pushed down to a
Virgin Media
successor company in connection with the closing of the
Virgin Media Acquisition
(the
Debt Pushdown
); and
|
•
|
The expected rollover of
Virgin Media
’s existing
$2.4 billion
(equivalent) Senior Secured Notes due 2018 (the
VM 2018 Notes
) and
$905.9 million
(equivalent) Senior Notes due 2019 (the
VM 2019 Notes
). In this respect,
Virgin Media
has commenced consent solicitations (
Consent Solicitation
s) pursuant to which
Virgin Media
is seeking consents from holders of the
VM 2018 Notes
and the
VM 2019 Notes
to (i) waive its obligations under the respective indentures governing the
VM 2018 Notes
and the
VM 2019 Notes
to offer to repurchase such notes upon completion of the
Virgin Media Acquisition
, which transaction represents a “Change of Control” event under such indentures (the
Change of Control Repurchase Offers
), and (ii) make certain other amendments to the respective indentures. In the case that such
Consent Solicitation
s are not successful, we have a commitment from certain financial institutions that provides for a senior secured bridge facility in an aggregate amount of
£1.5 billion
(
$2.4 billion
) and a senior notes bridge facility in an aggregate amount of
£567.0 million
(
$917.9 million
) that would be used following the
Virgin Media Acquisition
to fund the purchase of the
VM 2018 Notes
and the
VM 2019 Notes
tendered as a result of the
Change of Control Repurchase Offers
, as applicable.
|
|
|
Redemption price
|
||
Year
|
|
VM Dollar Senior Secured Notes
|
|
VM Sterling Senior Secured Notes
|
|
|
|
|
|
2017
|
102.688%
|
|
103.000%
|
|
2018
|
101.344%
|
|
101.500%
|
|
2019 and thereafter
|
100.000%
|
|
100.000%
|
|
|
Redemption price
|
||
Year
|
|
VM Dollar Senior Notes
|
|
VM Sterling Senior Notes
|
|
|
|
|
|
2018
|
103.188%
|
|
103.500%
|
|
2019
|
102.125%
|
|
102.333%
|
|
2020
|
101.063%
|
|
101.667%
|
|
2021 and thereafter
|
100.000%
|
|
100.000%
|
Year
|
|
Redemption Price
|
|
|
|
2018
|
102.563%
|
|
2019
|
101.708%
|
|
2020
|
100.854%
|
|
2021 and thereafter
|
100.000%
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (1)(2)
|
|
Weighted average
exercise price of
outstanding
options, warrants
and rights (1)(2)
|
|
Number of
securities
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in the
first column)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
LGI Incentive Plan (3):
|
|
|
|
|
|
|
||||
LGI Series A common stock
|
|
3,794,514
|
|
|
$
|
37.31
|
|
|
8,778,271
|
|
LGI Series C common stock
|
|
3,844,897
|
|
|
$
|
35.84
|
|
|
|
|
LGI Directors Incentive Plan (4) (5):
|
|
|
|
|
|
|
||||
LGI Series A common stock
|
|
351,246
|
|
|
$
|
31.23
|
|
|
8,950,026
|
|
LGI Series C common stock
|
|
355,606
|
|
|
$
|
30.09
|
|
|
|
|
The Transitional Plan (5) (6):
|
|
|
|
|
|
|
||||
LGI Series A common stock
|
|
10,487
|
|
|
$
|
17.51
|
|
|
—
|
|
LGI Series C common stock
|
|
14,839
|
|
|
$
|
16.59
|
|
|
|
|
UGC Plans (7):
|
|
|
|
|
|
|
||||
LGI Series A common stock
|
|
409,707
|
|
|
$
|
17.14
|
|
|
—
|
|
LGI Series C common stock
|
|
414,183
|
|
|
$
|
16.15
|
|
|
|
|
Equity compensation plans not approved by security holders:
|
|
|
|
|
|
|
||||
None
|
|
—
|
|
|
|
|
—
|
|
||
Totals:
|
|
|
|
|
|
|
||||
LGI Series A common stock
|
|
4,565,954
|
|
|
|
|
17,728,297
|
|
||
LGI Series C common stock
|
|
4,629,525
|
|
|
|
|
|
(1)
|
This table includes
SAR
s with respect to
3,761,337
and
3,786,754
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 LGI common stock. Based upon the respective market prices of LGI Series A and Series C common stock at
December 31, 2012
and excluding any related tax effects,
1,544,630
and
1,483,472
shares of LGI Series A and Series C common stock, respectively, would have been issued if all outstanding
SAR
s had been exercised on
December 31, 2012
. For further information, see note
12
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 (including
PSU
s) with respect to an aggregate of
1,091,593
shares of LGI Series A common stock and
1,091,886
shares of LGI Series C common stock.
|
(3)
|
The
LGI 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, 2012
, an aggregate of
8,778,271
shares of common stock were available for issuance pursuant to the incentive plan.
|
(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 five million shares may consist of LGI Series B shares), subject to anti-dilution adjustments. As of
December 31, 2012
, an aggregate of
8,950,026
shares of common stock were available for issuance pursuant to the non-employee director incentive plan (of which no more than five million shares may consist of LGI Series B shares).
|
(5)
|
Prior to
LGI International
’s spin off from
Liberty Media
,
Liberty Media
approved 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 International
’s 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 Media
’s stock incentive plans. No additional awards will be made under the
Transitional Plan
.
|
(7)
|
The UGC Plans are comprised of 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, Inc. 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 connection with the June 2005 combination of
LGI International
and
UGC
. No additional awards will be made under these plans.
|
|
|
|
LIBERTY GLOBAL, INC.
|
|
|
|
|
Dated:
|
February 13, 2013
|
|
/s/ BRYAN H. HALL
|
|
|
|
Bryan H. Hall
Executive Vice President, General Counsel and Secretary
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JOHN C. MALONE
|
|
Chairman of the Board
|
|
February 13, 2013
|
John C. Malone
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL T. FRIES
|
|
President, Chief Executive Officer and Director
|
|
February 13, 2013
|
Michael T. Fries
|
|
|
|
|
|
|
|
|
|
/s/ JOHN P. COLE
|
|
Director
|
|
February 13, 2013
|
John P. Cole
|
|
|
|
|
|
|
|
|
|
/s/ MIRANDA CURTIS
|
|
Director
|
|
February 13, 2013
|
Miranda Curtis
|
|
|
|
|
|
|
|
|
|
/s/ JOHN W. DICK
|
|
Director
|
|
February 13, 2013
|
John W. Dick
|
|
|
|
|
|
|
|
|
|
/s/ PAUL A. GOULD
|
|
Director
|
|
February 13, 2013
|
Paul A. Gould
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD R. GREEN
|
|
Director
|
|
February 13, 2013
|
Richard R. Green
|
|
|
|
|
|
|
|
|
|
/s/ DAVID E. RAPLEY
|
|
Director
|
|
February 13, 2013
|
David E. Rapley
|
|
|
|
|
|
|
|
|
|
/s/ LARRY E. ROMRELL
|
|
Director
|
|
February 13, 2013
|
Larry E. Romrell
|
|
|
|
|
|
|
|
|
|
/s/ J.C. SPARKMAN
|
|
Director
|
|
February 13, 2013
|
J.C. Sparkman
|
|
|
|
|
|
|
|
|
|
/s/ J. DAVID WARGO
|
|
Director
|
|
February 13, 2013
|
J. David Wargo
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES H.R. BRACKEN
|
|
Executive Vice President and Co-Chief Financial
|
|
February 13, 2013
|
Charles H.R. Bracken
|
|
Officer (Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ BERNARD G. DVORAK
|
|
Executive Vice President and Co-Chief Financial
|
|
February 13, 2013
|
Bernard G. Dvorak
|
|
Officer (Principal Accounting Officer)
|
|
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Schedule I - Condensed Financial Information of Registrant (Parent Company Information):
|
|
Condensed Balance Sheets as of December 31, 2012 and 2011 (Parent Company Only)
|
IV-10
|
Condensed Statements of Operations for the years ended December 31, 2012, 2011 and 2010 (Parent Company Only)
|
IV-11
|
Condensed Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010 (Parent Company Only)
|
IV-12
|
Schedule II - Valuation and Qualifying Accounts
|
IV-13
|
2 -- Plan of acquisition, reorganization, arrangement, liquidation or succession:
|
||
2.1
|
|
Agreement and Plan of Merger, dated as of February 5, 2013, among Virgin Media Inc., Liberty Global, Inc. Lynx Europe Limited, Lynx US MergerCo 1 LLC, Lynx US MergerCo 2 LLC, Viper US MergerCo 1 LLC and Viper US MergerCo 2 LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed February 7, 2013 (File No. 000-51360)).
|
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 Registrant's Annual Report on Form 10-K filed February 24, 2011 (File No. 000-51360) (the 2010 10-K)).
|
3.2
|
|
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the 2010 10-K).
|
4 -- Instruments Defining the Rights of Securities Holders, including Indentures:
|
||
4.1
|
|
Specimen certificate for shares of the Registrant's Series A common stock, par value $.01 per share (incorporated by reference to Exhibit 4.1 to the 2010 10-K).
|
4.2
|
|
Specimen certificate for shares of the Registrant's Series B common stock, par value $.01 per share (incorporated by reference to Exhibit 4.2 to the 2010 10-K).
|
4.3
|
|
Specimen certificate for shares of the Registrant's Series C Common Stock, par value $.01 per share (incorporated by reference to Exhibit 4.3 to the 2010 10-K).
|
4.4
|
|
Deed of Amendment and Restatement, dated May 10, 2006, among UPC Broadband Holding BV (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 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 UPC Broadband Holding Bank Facility) (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed February 22, 2012 (File No. 000-51360 (the 2011 10-K)).
|
4.5
|
|
Additional Facility Q Accession Agreement, dated March 25, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility Q Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed March 26, 2009 (File No. 000-51360) (the March 2009 8-K)).
|
4.6
|
|
Additional Facility R Accession Agreement, dated March 25, 2009, among UPC Financing Partnership as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility R Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the March 2009 8-K).
|
4.7
|
|
Additional Facility Q Accession Agreement dated April 27, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility Q Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K/A filed April 28, 2009 (File No. 000-51360) (the April 2009 8-K/A)).
|
4.8
|
|
Additional Facility R Accession Agreement dated April 27, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility R Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.4 to the April 2009 8-K/A).
|
4.9
|
|
Additional Facility S Accession Agreement, dated May 6, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and Liberty Global Europe BV (LG Europe) as the initial Additional Facility S Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed May 6, 2009 (File No. 000-51360) (the May 2009 8-K)).
|
4.10
|
|
Additional Facility T Accession Agreement, dated May 6, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as the initial Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the May 2009 8-K).
|
4.11
|
|
Additional Facility S Accession Agreement, dated May 22, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as the initial Additional Facility S Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K/A filed May 26, 2009 (File No. 000-51360)).
|
4.12
|
|
Additional Facility U Accession Agreement, dated June 3, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as the initial Additional Facility U Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed June 3, 2009 (File No. 000-51360)).
|
4.13
|
|
Amendment Letter dated June 9, 2009, among UPC Broadband Holding and UPC Financing as Borrowers, Toronto Dominion (Texas) LLC, as Facility Agent, and the guarantors listed therein to the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed June 10, 2009 (File No. 000-51360)).
|
4.14
|
|
Additional Facility T Accession Agreement, dated September 8, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed September 8, 2009 (File No. 000-51360) (the September 2009 8-K)).
|
4.15
|
|
Additional Facility T Accession Agreement, dated September 8, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and Nomura International plc as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the September 2009 8-K).
|
4.16
|
|
Additional Facility Q Accession Agreement, dated September 8, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and Bank of America, N.A. as an Additional Facility Q Lender, under the UPC Broadband Holding Bank Facility(incorporated by reference to Exhibit 4.3 to the September 2009 8-K).
|
4.17
|
|
Additional Facility T Accession Agreement, dated September 17, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed September 18, 2009 (File No. 000-51360)).
|
4.18
|
|
Additional Facility Q Accession Agreement, dated October 30, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UBS Limited as an Additional Facility Q Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed November 5, 2009 (File No. 000-51360) (the November 2009 8-K)).
|
4.19
|
|
Additional Facility U Accession Agreement, dated November 3, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as an Additional Facility U Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the November 2009 8-K).
|
4.20
|
|
Additional Facility Q Accession Agreement, dated November 18, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and Goldman Sachs Bank USA as an Additional Facility Q Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed November 24, 2009 (File No. 000-51360)).
|
4.21
|
|
Additional Facility S Accession Agreement, dated January 19, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility S Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed January 21, 2010 (File No. 000-51360) (the January 2010 8-K)).
|
4.22
|
|
Additional Facility T Accession Agreement, dated January 19, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the January 2010 8-K).
|
4.23
|
|
Additional Facility V Accession Agreement, dated January 20, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPCB Finance Limited as an Additional Facility V Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.4 to the January 2010 8-K).
|
4.24
|
|
Additional Facility W Accession Agreement, dated March 24, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility W Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed March 25, 2010 (File No. 000-51360)).
|
4.25
|
|
Additional Facility W Accession Agreement, dated April 20, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility W Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed April 21, 2010 (File No. 000-51360) (the April 2010 8-K)).
|
4.26
|
|
Additional Facility R Accession Agreement, dated April 20, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility R Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the April 2010 8-K).
|
4.27
|
|
Additional Facility T Accession Agreement, dated April 20, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the April 2010 8-K).
|
4.28
|
|
Additional Facility X Accession Agreement, dated May 4, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility X Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed May 4, 2010 (File No. 000-51360)).
|
4.29
|
|
Additional Facility T Accession Agreement, dated May 27, 2010, among UPC Financing as Borrower, UPC Broadband Holding, The Bank of Nova Scotia as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed May 28, 2010 (File No. 000-51360)).
|
4.30
|
|
Additional Facility W Accession Agreement, dated July 2, 2010, among UPC Financing as Borrower, UPC Broadband Holding, The Bank of Nova Scotia as Facility Agent, The Bank of Nova Scotia as Security Agent, and Scotiabank Europe plc as an Additional Facility W Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 7, 2010 (File No. 000-51360)).
|
4.31
|
|
Indenture dated January 31, 2011, among UPCB Finance II Limited, The Bank of New York Mellon as trustee, registrar, transfer agent, principal paying agent and security agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed February 1, 2011 (File No. 000-51360) (the January 2011 8-K)).
|
4.32
|
|
Additional Facility Y Accession Agreement, dated January 31, 2011, among UPC Financing as Borrower, UPC Broadband Holding, The Bank of Nova Scotia as Facility Agent and Security Agent and UPCB Finance II Limited as an Additional Facility Y Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the January 2011 8-K).
|
4.33
|
|
Indenture dated February 16, 2011, among UPCB Finance III Limited, The Bank of New York Mellon as trustee, registrar, transfer agent, principal paying agent and security agent, and The Bank of New York Mellon, London Branch, as Transparency Directive Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed February 17, 2011 (File No. 000-51360) (the February 2011 8-K)).
|
4.34
|
|
Additional Facility Z Accession Agreement, dated February 16, 2011, among UPC Financing as Borrower, UPC Broadband Holding, The Bank of Nova Scotia as Facility Agent and Security Agent and UPCB Finance III Limited as an Additional Facility Z Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the February 2011 8-K).
|
4.35
|
|
Additional Facility AA Accession Agreement, dated July 26, 2011, among UPC Financing Partnership as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia as Facility Agent and Security Agent, and UPC Broadband Operations BV as an Additional Facility AA Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 27, 2011 (File No. 000-51360)).
|
4.36
|
|
Additional Facility AA2 Accession Agreement, dated August 2, 2011, among UPC Financing Partnership as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia as Facility Agent and Security Agent, and UPC Broadband Operations BV as an Additional Facility AA2 Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed August 2, 2011 (File No. 000-51360)).
|
4.37
|
|
Additional Facility AA3 Accession Agreement, dated September 6, 2011, among UPC Financing Partnership as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia as Facility Agent and Security Agent, and UPC Broadband Operations BV as an Additional Facility AA3 Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 6, 2011 (File No. 000-51360)).
|
4.38
|
|
Additional Facility AC Accession Agreement, dated November 16, 2011, among UPC Financing Partnership, as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia, as Facility Agent and Security Agent, and UPCB Finance V Limited, as an Additional Facility AC Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.47 to the 2011 10-K).
|
4.39
|
|
Additional Facility AD Accession Agreement, dated February 7, 2012, among UPC Financing Partnership, as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia, as Facility Agent and Security Agent, and UPCB Finance VI Limited, as an Additional Facility AD Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.48 to the 2011 10-K).
|
4.40
|
|
Additional Facility AE Accession Agreement, dated February 23, 2012, among UPC Financing Partnership, as Borrower, The Bank of Nova Scotia, as Facility Agent and Security Agent, and UPC Broadband Operations BV, as Additional Facility AE Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed February 23, 2012 (File No. 000-51360)).
|
4.41
|
|
Additional Facility AF Accession Agreement, dated November 21, 2012, among UPC Financing Partnership, The Bank of Nova Scotia as Facility Agent and Security Agent and Liberty Global Services B.V. as Additional Facility AF Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed November 21, 2012 (File No. 000-51360)).
|
4.42
|
|
€2,300,000,000 Credit Agreement, originally dated August 1, 2007, and as amended and restated by supplemental agreements dated August 22, 2007, September 11, 2007, October 8, 2007 and June 23, 2009, among Telenet Bidco NV (now known as Telenet NV) as Borrower, Toronto Dominion (Texas) LLC as Facility Agent, 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, 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 Registrant's Current Report on Form 8-K filed June 26, 2009 (File No. 000-51360) (the June 2009 8-K)).
|
4.43
|
|
Supplemental Agreement dated June 23, 2009, between Telenet Bidco NV (now known as Telenet NV) and Toronto Dominion (Texas) LLC as Facility Agent relating to the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the June 2009 8-K).
|
4.44
|
|
Supplemental Agreement to the Telenet Credit Facility, dated October 4, 2010, among, inter alia, Telenet NV as Guarantor, and Security Provider and The Bank of Nova Scotia as Facility Agent (incorporated by reference to Exhibit 4.8 to the Registrant’s Current Report on Form 8-K filed October 8, 2010 (File No. 000-51360)).
|
4.45
|
|
Additional Facility M Accession Agreement, dated November 3, 2010, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Finance Luxembourg S.C.A. as an additional Facility M Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.50 to the 2010 10-K).
|
4.46
|
|
Additional Facility N Accession Agreement, dated November 26, 2010, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Finance Luxembourg II S.A. as an additional Facility N Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.51 to the 2010 10-K).
|
4.47
|
|
Additional Facility O Accession Agreement, dated February 15, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Finance III Luxembourg S.C.A. as an additional Facility O Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.52 to the 2010 10-K).
|
4.48
|
|
Telenet Additional Facility P Accession Agreement, dated June 15, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Luxembourg Finance Center S.â.r.l. as an additional Facility Q Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q filed August 2, 2011 (File No. 000-51360)).
|
4.49
|
|
Telenet Additional Facility Q Accession Agreement, dated July 20, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Luxembourg Finance Center S.â.r.l. as an additional Facility Q Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 22, 2011 (File No. 000-51360) (the July 2011 8-K)).
|
4.50
|
|
Telenet Additional Facility R Accession Agreement, dated July 20, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Luxembourg Finance Center S.â.r.l. as an additional Facility R Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the July 2011 8-K).
|
4.51
|
|
Telenet Additional Facility S Accession Agreement, dated July 29, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility S Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 29, 2011) (File No. 000-51360)).
|
4.52
|
|
Telenet Additional Facility T Accession Agreement, dated February 17, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility T Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed February 17, 2012) (File No. 000-51360)).
|
4.53
|
|
Telenet Additional Facility Q2 Accession Agreement, dated February 29, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility Q2 Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed March 2, 2012 (File No. 000-51360) (the March 2012 8-K)).
|
4.54
|
|
Telenet Additional Facility R2 Accession Agreement, dated February 29, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility R2 Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the March 2012 8-K).
|
4.55
|
|
Telenet Additional Facility U Accession Agreement, dated August 16, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility U Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q filed November 5, 2012 (File No. 000-51360) (the November 5, 2012 10-Q)).
|
4.56
|
|
Telenet Additional Facility V Accession Agreement, dated August 16, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility V Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the November 5, 2012 10-Q).
|
4.57
|
|
Facility Agreement, dated October 12, 2012, among Binan Investments B.V., as Borrower; BNP Paribas as Facility Agent and Security Agent; BNP Paribas, Fortis Bank SA/NV, ING Belgium NV/SA, J.P. Morgan Securities PLC and The Royal Bank of Scotland PLC as Mandated Lead Arrangers; Fortis Bank SA/NV, ING Belgium NV/SA, J.P. Morgan Chase Bank NA, Brussels Branch and The Royal Bank of Scotland PLC, Belgium Branch as the Issuing Banks; and the financial institutions listed therein as the Original Lenders (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed October 16, 2012 (File No. 000-51360)).
|
4.58
|
|
Registration Rights Agreement dated November 18, 2009, between the Registrant, SPO Partners II, L.P. and San Francisco Partners, L.P. (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K/A filed November 19, 2009 (File No. 000-51360)).
|
4.59
|
|
Indenture dated November 20, 2009, between, among others, UPC Germany GmbH and The Bank of New York Mellon as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed November 20, 2009 (File No. 000-51360) (the November 20, 2009 8-K)).
|
4.60
|
|
Accession Agreement dated as of March 2, 2010, by UPC Germany GmbH, Unitymedia Hessen GmbH & Co. KG, Unitymedia NRW GmbH and The Bank of New York Mellon, as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.62 to the 2011 10-K).
|
4.61
|
|
Supplemental Indenture dated as of March 2, 2010, among the guarantors listed therein, UPC Germany GmbH and The Bank of New York, as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.63 to the 2011 10-K).
|
4.62
|
|
Supplemental Indenture dated as of August 31, 2010, by UPC Germany GmbH, Unitymedia Hessen GmbH & Co. KG, Unitymedia NRW GmbH and The Bank of New York Mellon, as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.64 to the 2011 10-K).
|
4.63
|
|
Indenture dated November 20, 2009, between, among others, UPC Germany GmbH and The Bank of New York Mellon as trustee (relating to the 2009 UM Senior Notes) (incorporated by reference to Exhibit 4.2 to the November 20, 2009 8-K).
|
10.12
|
|
Liberty Global, Inc. 2011 Annual Cash Performance Award Program for executive officers under the Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant's Current Report on Form 8-K filed February 24, 2011 (File No. 000-51360)).
|
10.13
|
|
Liberty Global, Inc. 2011 Performance Incentive Plan for executive officers under the Incentive Plan, as amended on December 31, 2012 (a description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant's Current Report on Form 8-K filed March 23, 2011 (File No. 000-51360), and a description of the amendment to said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant's Current Report on Form 8-K filed January 4, 2013 (File No. 000-51360)).
|
10.14
|
|
Liberty Global, Inc. 2012 Annual Cash Performance Award Program for executive officers under the Incentive Plan, as amended on December 31, 2012 (description of said program is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed March 2, 2012 (File No. 000-51360), and a description of the amendment to said program is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed January 4, 2013 (File No. 000-51360)).
|
10.15
|
|
Form of Annual Performance Award Payment Notice under the Liberty Global, Inc. 2012 Annual Cash Performance Award Program for executive officers.*
|
10.16
|
|
Liberty Global, Inc. 2012 Performance Incentive Plan for executive officers under the Incentive Plan (a description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant's Current Report on Form 8-K filed March 16, 2012 (File No. 000-51360)).
|
10.17
|
|
Form of Performance Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q filed May 4, 2011 (file No. 000-51360) (the May 4, 2011 10-Q)).
|
10.18
|
|
Form of Share Grant and Restricted Shares Award in Settlement of Performance Share Units Agreement under the Incentive Plan.*
|
10.19
|
|
Deferred Compensation Plan (adopted effective December 15, 2008; Amended and Restated as of January 1, 2013).*
|
10.20
|
|
Form of Deferral Election Form under the Deferred Compensation Plan.*
|
10.21
|
|
Nonemployee Director Deferred Compensation Plan (As Amended and Restated Effective December 14, 2011) (incorporated by reference to Exhibit 10.19 to the 2011 10-K).
|
10.22
|
|
Form of Deferral Election Form under the Nonemployee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.20 to the 2011 10-K).
|
10.23
|
|
UnitedGlobalCom, Inc. Equity Incentive Plan (amended and restated effective October 17, 2003).*
|
10.24
|
|
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 10.29 to the 2010 10-K).
|
10.25
|
|
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 10.28 to the Registrant’s Annual Report on Form 10-K filed February 24, 2010 (File No. 000-51360) (the 2009 10-K)).
|
10.26
|
|
Form of Indemnification Agreement between the Registrant and its Directors (incorporated by reference to Exhibit 10.27 to the 2011 10-K).
|
10.27
|
|
Form of Indemnification Agreement between the Registrant and its Executive Officers (incorporated by reference to Exhibit 10.28 to the 2011 10-K).
|
10.28
|
|
Personal Usage of Aircraft Policy, amended and restated (incorporated by reference to Exhibit 10.7 to the May 4, 2011 10-Q).
|
10.29
|
|
Form of Aircraft Time Sharing Agreement (900EX).*
|
10.30
|
|
Form of Aircraft Time Sharing Agreement (7X) (incorporated by reference to Exhibit 10.31 to the 2011 10-K).
|
10.31
|
|
Executive Service Agreement, dated December 15, 2004, between UPC Services Limited and Charles Bracken (incorporated by reference to Exhibit 10.36 to the 2009 10-K).
|
10.32
|
|
Executive Services Agreement effective January 1, 2011, between Liberty Global Europe BV and Diederik Karsten (incorporated by reference to Exhibit 10.45 to the 2010 10-K).
|
10.33
|
|
Sale and Purchase Agreement, dated March 21, 2011, among UPC Germany HoldCo 2 GmbH, Liberty Global Europe Holding BV, Liberty Global Holding BV and Oskar Rakso S.a.r.l. (incorporated by reference to Exhibit 10.8 to the May 4, 2011 10-Q).
|
10.34
|
|
Letter Agreement, dated March 21, 2011, between Liberty Global Europe Holding BV and Aldermanbury Investments Limited (incorporated by reference to Exhibit 10.9 to the May 4, 2011 10-Q).
|
10.35
|
|
Confirmation of a Cash Settled Share Swap Transaction, dated March 21, 2011, between Liberty Global Europe Holding BV and Aldermanbury Investments Limited (incorporated by reference to Exhibit 10.10 to the May 4, 2011 10-Q).
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
in millions
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
69.4
|
|
|
$
|
256.1
|
|
Deferred income taxes
|
0.8
|
|
|
111.7
|
|
||
Income taxes receivable
|
—
|
|
|
40.6
|
|
||
Other current assets
|
2.1
|
|
|
1.0
|
|
||
Total current assets
|
72.3
|
|
|
409.4
|
|
||
Investments in consolidated subsidiaries, including intercompany balances
|
2,202.6
|
|
|
2,427.8
|
|
||
Property and equipment, at cost
|
4.7
|
|
|
3.9
|
|
||
Accumulated depreciation
|
(2.8
|
)
|
|
(2.3
|
)
|
||
Property and equipment, net
|
1.9
|
|
|
1.6
|
|
||
Deferred income taxes
|
26.1
|
|
|
26.9
|
|
||
Other assets, net
|
—
|
|
|
0.1
|
|
||
Total assets
|
$
|
2,302.9
|
|
|
$
|
2,865.8
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
19.5
|
|
|
$
|
7.5
|
|
Accrued liabilities and other
|
30.9
|
|
|
16.0
|
|
||
Total current liabilities
|
50.4
|
|
|
23.5
|
|
||
Other long-term liabilities
|
42.5
|
|
|
36.9
|
|
||
Total liabilities
|
92.9
|
|
|
60.4
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Series A common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 142,284,430 and 146,266,629 shares, respectively
|
1.4
|
|
|
1.5
|
|
||
Series B common stock, $.01 par value. Authorized 50,000,000 shares; issued and outstanding 10,206,145 and 10,239,144 shares, respectively
|
0.1
|
|
|
0.1
|
|
||
Series C common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 106,402,667 and 118,470,699 shares, respectively
|
1.1
|
|
|
1.2
|
|
||
Additional paid-in capital
|
2,955.6
|
|
|
3,964.6
|
|
||
Accumulated deficit
|
(2,348.7
|
)
|
|
(2,671.5
|
)
|
||
Accumulated other comprehensive earnings, net of taxes
|
1,600.5
|
|
|
1,509.5
|
|
||
Total stockholders’ equity
|
2,210.0
|
|
|
2,805.4
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,302.9
|
|
|
$
|
2,865.8
|
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative (including stock-based compensation)
|
$
|
98.1
|
|
|
$
|
96.0
|
|
|
$
|
102.5
|
|
Depreciation and amortization
|
0.8
|
|
|
0.6
|
|
|
0.6
|
|
|||
Operating loss
|
(98.9
|
)
|
|
(96.6
|
)
|
|
(103.1
|
)
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(0.1
|
)
|
|
(36.3
|
)
|
|
(71.7
|
)
|
|||
Loss on debt conversion
|
—
|
|
|
(187.2
|
)
|
|
—
|
|
|||
Other income (expense), net
|
(0.5
|
)
|
|
—
|
|
|
1.7
|
|
|||
|
(0.6
|
)
|
|
(223.5
|
)
|
|
(70.0
|
)
|
|||
Loss before income taxes and equity in earnings (losses) of consolidated subsidiaries, net
|
(99.5
|
)
|
|
(320.1
|
)
|
|
(173.1
|
)
|
|||
Equity in earnings (losses) of consolidated subsidiaries, net
|
390.7
|
|
|
(552.6
|
)
|
|
500.7
|
|
|||
Income tax
benefit
|
31.6
|
|
|
100.0
|
|
|
60.6
|
|
|||
Net earnings (loss)
|
$
|
322.8
|
|
|
$
|
(772.7
|
)
|
|
$
|
388.2
|
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
in millions
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
322.8
|
|
|
$
|
(772.7
|
)
|
|
$
|
388.2
|
|
Adjustments to reconcile net earnings (loss) to net cash used by operating activities:
|
|
|
|
|
|
||||||
Equity in losses (earnings) of consolidated subsidiaries, net
|
(390.7
|
)
|
|
552.6
|
|
|
(500.7
|
)
|
|||
Stock-based compensation expense
|
33.0
|
|
|
38.2
|
|
|
44.6
|
|
|||
Depreciation and amortization
|
0.8
|
|
|
0.6
|
|
|
0.6
|
|
|||
Amortization of deferred financing costs and non-cash interest accretion
|
—
|
|
|
16.5
|
|
|
31.4
|
|
|||
Loss on debt conversion
|
—
|
|
|
187.2
|
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
111.7
|
|
|
(98.3
|
)
|
|
112.2
|
|
|||
Excess tax benefits from stock-based compensation
|
(2.6
|
)
|
|
(38.4
|
)
|
|
(43.3
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables and other operating assets
|
(27.1
|
)
|
|
(2.3
|
)
|
|
2.7
|
|
|||
Payables and accruals
|
(71.4
|
)
|
|
(7.0
|
)
|
|
(454.9
|
)
|
|||
Net cash used by operating activities
|
(23.5
|
)
|
|
(123.6
|
)
|
|
(419.2
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Distributions and advances from subsidiaries and affiliates, net
|
855.1
|
|
|
447.5
|
|
|
2,325.8
|
|
|||
Capital expenditures
|
(2.0
|
)
|
|
(2.4
|
)
|
|
(0.5
|
)
|
|||
Net cash
provided
by investing activities
|
853.1
|
|
|
445.1
|
|
|
2,325.3
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repurchase of LGI common stock
|
(970.3
|
)
|
|
(912.6
|
)
|
|
(884.9
|
)
|
|||
Payments on call option contracts for LGI common stock
|
(52.1
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of LGI common stock upon exercise of stock options
|
25.6
|
|
|
32.7
|
|
|
70.8
|
|
|||
Payment of net settled employee withholding taxes on stock incentive awards
|
(22.1
|
)
|
|
(68.2
|
)
|
|
(20.1
|
)
|
|||
Excess tax benefits from stock-based compensation
|
2.6
|
|
|
38.4
|
|
|
43.3
|
|
|||
Payment of exchange offer consideration
|
—
|
|
|
(187.5
|
)
|
|
—
|
|
|||
Repayments and repurchases of debt
|
—
|
|
|
—
|
|
|
(89.2
|
)
|
|||
Net cash
used
by financing activities
|
(1,016.3
|
)
|
|
(1,097.2
|
)
|
|
(880.1
|
)
|
|||
Net
increase (decrease) in cash and cash equivalents
|
(186.7
|
)
|
|
(775.7
|
)
|
|
1,026.0
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Beginning of period
|
256.1
|
|
|
1,031.8
|
|
|
5.8
|
|
|||
End of period
|
$
|
69.4
|
|
|
$
|
256.1
|
|
|
$
|
1,031.8
|
|
|
Allowance for doubtful accounts — Trade receivables
|
|||||||||||||||||||||
|
Balance at
beginning
of period
|
|
Additions to
costs and
expenses
|
|
Acquisitions
|
|
Deductions
or write-offs
|
|
Foreign
currency
translation
adjustments
|
|
Disposals/ discontinued operations
|
|
Balance at
end of
period
|
|||||||||
|
in millions
|
|||||||||||||||||||||
Year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2010
|
$
|
142.5
|
|
|
78.7
|
|
|
25.4
|
|
|
(92.5
|
)
|
|
(2.3
|
)
|
|
(5.2
|
)
|
|
$
|
146.6
|
|
2011
|
$
|
146.6
|
|
|
74.4
|
|
|
12.5
|
|
|
(80.6
|
)
|
|
(8.0
|
)
|
|
(0.9
|
)
|
|
$
|
144.0
|
|
2012
|
$
|
144.0
|
|
|
66.4
|
|
|
4.0
|
|
|
(113.6
|
)
|
|
2.2
|
|
|
—
|
|
|
$
|
103.0
|
|
2 -- Plan of acquisition, reorganization, arrangement, liquidation or succession:
|
||
2.1
|
|
Agreement and Plan of Merger, dated as of February 5, 2013, among Virgin Media Inc., Liberty Global, Inc. Lynx Europe Limited, Lynx US MergerCo 1 LLC, Lynx US MergerCo 2 LLC, Viper US MergerCo 1 LLC and Viper US MergerCo 2 LLC (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed February 7, 2013 (File No. 000-51360)).
|
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 Registrant's Annual Report on Form 10-K filed February 24, 2011 (File No. 000-51360) (the 2010 10-K)).
|
3.2
|
|
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the 2010 10-K).
|
4 -- Instruments Defining the Rights of Securities Holders, including Indentures:
|
||
4.1
|
|
Specimen certificate for shares of the Registrant's Series A common stock, par value $.01 per share (incorporated by reference to Exhibit 4.1 to the 2010 10-K).
|
4.2
|
|
Specimen certificate for shares of the Registrant's Series B common stock, par value $.01 per share (incorporated by reference to Exhibit 4.2 to the 2010 10-K).
|
4.3
|
|
Specimen certificate for shares of the Registrant's Series C Common Stock, par value $.01 per share (incorporated by reference to Exhibit 4.3 to the 2010 10-K).
|
4.4
|
|
Deed of Amendment and Restatement, dated May 10, 2006, among UPC Broadband Holding BV (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 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 UPC Broadband Holding Bank Facility) (incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 10-K filed February 22, 2012 (File No. 000-51360 (the 2011 10-K)).
|
4.5
|
|
Additional Facility Q Accession Agreement, dated March 25, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility Q Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed March 26, 2009 (File No. 000-51360) (the March 2009 8-K)).
|
4.6
|
|
Additional Facility R Accession Agreement, dated March 25, 2009, among UPC Financing Partnership as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility R Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the March 2009 8-K).
|
4.7
|
|
Additional Facility Q Accession Agreement dated April 27, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility Q Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K/A filed April 28, 2009 (File No. 000-51360) (the April 2009 8-K/A)).
|
4.8
|
|
Additional Facility R Accession Agreement dated April 27, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility R Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.4 to the April 2009 8-K/A).
|
4.9
|
|
Additional Facility S Accession Agreement, dated May 6, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and Liberty Global Europe BV (LG Europe) as the initial Additional Facility S Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed May 6, 2009 (File No. 000-51360) (the May 2009 8-K)).
|
4.10
|
|
Additional Facility T Accession Agreement, dated May 6, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as the initial Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the May 2009 8-K).
|
4.11
|
|
Additional Facility S Accession Agreement, dated May 22, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as the initial Additional Facility S Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K/A filed May 26, 2009 (File No. 000-51360)).
|
4.12
|
|
Additional Facility U Accession Agreement, dated June 3, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as the initial Additional Facility U Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed June 3, 2009 (File No. 000-51360)).
|
4.13
|
|
Amendment Letter dated June 9, 2009, among UPC Broadband Holding and UPC Financing as Borrowers, Toronto Dominion (Texas) LLC, as Facility Agent, and the guarantors listed therein to the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed June 10, 2009 (File No. 000-51360)).
|
4.14
|
|
Additional Facility T Accession Agreement, dated September 8, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed September 8, 2009 (File No. 000-51360) (the September 2009 8-K)).
|
4.15
|
|
Additional Facility T Accession Agreement, dated September 8, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and Nomura International plc as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the September 2009 8-K).
|
4.16
|
|
Additional Facility Q Accession Agreement, dated September 8, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and Bank of America, N.A. as an Additional Facility Q Lender, under the UPC Broadband Holding Bank Facility(incorporated by reference to Exhibit 4.3 to the September 2009 8-K).
|
4.17
|
|
Additional Facility T Accession Agreement, dated September 17, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed September 18, 2009 (File No. 000-51360)).
|
4.18
|
|
Additional Facility Q Accession Agreement, dated October 30, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UBS Limited as an Additional Facility Q Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed November 5, 2009 (File No. 000-51360) (the November 2009 8-K)).
|
4.19
|
|
Additional Facility U Accession Agreement, dated November 3, 2009, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and LG Europe as an Additional Facility U Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the November 2009 8-K).
|
4.20
|
|
Additional Facility Q Accession Agreement, dated November 18, 2009, among UPC Broadband Holding as Borrower, UPC Financing, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and Goldman Sachs Bank USA as an Additional Facility Q Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed November 24, 2009 (File No. 000-51360)).
|
4.21
|
|
Additional Facility S Accession Agreement, dated January 19, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility S Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed January 21, 2010 (File No. 000-51360) (the January 2010 8-K)).
|
4.22
|
|
Additional Facility T Accession Agreement, dated January 19, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the January 2010 8-K).
|
4.23
|
|
Additional Facility V Accession Agreement, dated January 20, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPCB Finance Limited as an Additional Facility V Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.4 to the January 2010 8-K).
|
4.24
|
|
Additional Facility W Accession Agreement, dated March 24, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility W Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed March 25, 2010 (File No. 000-51360)).
|
4.25
|
|
Additional Facility W Accession Agreement, dated April 20, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility W Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed April 21, 2010 (File No. 000-51360) (the April 2010 8-K)).
|
4.26
|
|
Additional Facility R Accession Agreement, dated April 20, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility R Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the April 2010 8-K).
|
4.27
|
|
Additional Facility T Accession Agreement, dated April 20, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the April 2010 8-K).
|
4.28
|
|
Additional Facility X Accession Agreement, dated May 4, 2010, among UPC Financing as Borrower, UPC Broadband Holding, Toronto Dominion (Texas) LLC as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility X Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed May 4, 2010 (File No. 000-51360)).
|
4.29
|
|
Additional Facility T Accession Agreement, dated May 27, 2010, among UPC Financing as Borrower, UPC Broadband Holding, The Bank of Nova Scotia as Facility Agent, TD Bank Europe Limited as Security Agent, and UPC Broadband Operations BV as an Additional Facility T Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed May 28, 2010 (File No. 000-51360)).
|
4.30
|
|
Additional Facility W Accession Agreement, dated July 2, 2010, among UPC Financing as Borrower, UPC Broadband Holding, The Bank of Nova Scotia as Facility Agent, The Bank of Nova Scotia as Security Agent, and Scotiabank Europe plc as an Additional Facility W Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 7, 2010 (File No. 000-51360)).
|
4.31
|
|
Indenture dated January 31, 2011, among UPCB Finance II Limited, The Bank of New York Mellon as trustee, registrar, transfer agent, principal paying agent and security agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed February 1, 2011 (File No. 000-51360) (the January 2011 8-K)).
|
4.32
|
|
Additional Facility Y Accession Agreement, dated January 31, 2011, among UPC Financing as Borrower, UPC Broadband Holding, The Bank of Nova Scotia as Facility Agent and Security Agent and UPCB Finance II Limited as an Additional Facility Y Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the January 2011 8-K).
|
4.33
|
|
Indenture dated February 16, 2011, among UPCB Finance III Limited, The Bank of New York Mellon as trustee, registrar, transfer agent, principal paying agent and security agent, and The Bank of New York Mellon, London Branch, as Transparency Directive Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed February 17, 2011 (File No. 000-51360) (the February 2011 8-K)).
|
4.34
|
|
Additional Facility Z Accession Agreement, dated February 16, 2011, among UPC Financing as Borrower, UPC Broadband Holding, The Bank of Nova Scotia as Facility Agent and Security Agent and UPCB Finance III Limited as an Additional Facility Z Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the February 2011 8-K).
|
4.35
|
|
Additional Facility AA Accession Agreement, dated July 26, 2011, among UPC Financing Partnership as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia as Facility Agent and Security Agent, and UPC Broadband Operations BV as an Additional Facility AA Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 27, 2011 (File No. 000-51360)).
|
4.36
|
|
Additional Facility AA2 Accession Agreement, dated August 2, 2011, among UPC Financing Partnership as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia as Facility Agent and Security Agent, and UPC Broadband Operations BV as an Additional Facility AA2 Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed August 2, 2011 (File No. 000-51360)).
|
4.37
|
|
Additional Facility AA3 Accession Agreement, dated September 6, 2011, among UPC Financing Partnership as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia as Facility Agent and Security Agent, and UPC Broadband Operations BV as an Additional Facility AA3 Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed September 6, 2011 (File No. 000-51360)).
|
4.38
|
|
Additional Facility AC Accession Agreement, dated November 16, 2011, among UPC Financing Partnership, as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia, as Facility Agent and Security Agent, and UPCB Finance V Limited, as an Additional Facility AC Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.47 to the 2011 10-K).
|
4.39
|
|
Additional Facility AD Accession Agreement, dated February 7, 2012, among UPC Financing Partnership, as Borrower, UPC Broadband Holding BV, The Bank of Nova Scotia, as Facility Agent and Security Agent, and UPCB Finance VI Limited, as an Additional Facility AD Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.48 to the 2011 10-K).
|
4.40
|
|
Additional Facility AE Accession Agreement, dated February 23, 2012, among UPC Financing Partnership, as Borrower, The Bank of Nova Scotia, as Facility Agent and Security Agent, and UPC Broadband Operations BV, as Additional Facility AE Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed February 23, 2012 (File No. 000-51360)).
|
4.41
|
|
Additional Facility AF Accession Agreement, dated November 21, 2012, among UPC Financing Partnership, The Bank of Nova Scotia as Facility Agent and Security Agent and Liberty Global Services B.V. as Additional Facility AF Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed November 21, 2012 (File No. 000-51360)).
|
4.42
|
|
€2,300,000,000 Credit Agreement, originally dated August 1, 2007, and as amended and restated by supplemental agreements dated August 22, 2007, September 11, 2007, October 8, 2007 and June 23, 2009, among Telenet Bidco NV (now known as Telenet NV) as Borrower, Toronto Dominion (Texas) LLC as Facility Agent, 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, 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 Registrant's Current Report on Form 8-K filed June 26, 2009 (File No. 000-51360) (the June 2009 8-K)).
|
4.43
|
|
Supplemental Agreement dated June 23, 2009, between Telenet Bidco NV (now known as Telenet NV) and Toronto Dominion (Texas) LLC as Facility Agent relating to the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the June 2009 8-K).
|
4.44
|
|
Supplemental Agreement to the Telenet Credit Facility, dated October 4, 2010, among, inter alia, Telenet NV as Guarantor, and Security Provider and The Bank of Nova Scotia as Facility Agent (incorporated by reference to Exhibit 4.8 to the Registrant’s Current Report on Form 8-K filed October 8, 2010 (File No. 000-51360)).
|
4.45
|
|
Additional Facility M Accession Agreement, dated November 3, 2010, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Finance Luxembourg S.C.A. as an additional Facility M Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.50 to the 2010 10-K).
|
4.46
|
|
Additional Facility N Accession Agreement, dated November 26, 2010, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Finance Luxembourg II S.A. as an additional Facility N Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.51 to the 2010 10-K).
|
4.47
|
|
Additional Facility O Accession Agreement, dated February 15, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Finance III Luxembourg S.C.A. as an additional Facility O Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.52 to the 2010 10-K).
|
4.48
|
|
Telenet Additional Facility P Accession Agreement, dated June 15, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Luxembourg Finance Center S.â.r.l. as an additional Facility Q Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q filed August 2, 2011 (File No. 000-51360)).
|
4.49
|
|
Telenet Additional Facility Q Accession Agreement, dated July 20, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Luxembourg Finance Center S.â.r.l. as an additional Facility Q Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 22, 2011 (File No. 000-51360) (the July 2011 8-K)).
|
4.50
|
|
Telenet Additional Facility R Accession Agreement, dated July 20, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and Telenet Luxembourg Finance Center S.â.r.l. as an additional Facility R Lender, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the July 2011 8-K).
|
4.51
|
|
Telenet Additional Facility S Accession Agreement, dated July 29, 2011, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility S Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 29, 2011) (File No. 000-51360)).
|
4.52
|
|
Telenet Additional Facility T Accession Agreement, dated February 17, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility T Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed February 17, 2012) (File No. 000-51360)).
|
4.53
|
|
Telenet Additional Facility Q2 Accession Agreement, dated February 29, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility Q2 Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed March 2, 2012 (File No. 000-51360) (the March 2012 8-K)).
|
4.54
|
|
Telenet Additional Facility R2 Accession Agreement, dated February 29, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility R2 Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the March 2012 8-K).
|
4.55
|
|
Telenet Additional Facility U Accession Agreement, dated August 16, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility U Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q filed November 5, 2012 (File No. 000-51360) (the November 5, 2012 10-Q)).
|
4.56
|
|
Telenet Additional Facility V Accession Agreement, dated August 16, 2012, among, inter alia, Telenet International as Borrower, Telenet NV and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as additional Facility V Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the November 5, 2012 10-Q).
|
4.57
|
|
Facility Agreement, dated October 12, 2012, among Binan Investments B.V., as Borrower; BNP Paribas as Facility Agent and Security Agent; BNP Paribas, Fortis Bank SA/NV, ING Belgium NV/SA, J.P. Morgan Securities PLC and The Royal Bank of Scotland PLC as Mandated Lead Arrangers; Fortis Bank SA/NV, ING Belgium NV/SA, J.P. Morgan Chase Bank NA, Brussels Branch and The Royal Bank of Scotland PLC, Belgium Branch as the Issuing Banks; and the financial institutions listed therein as the Original Lenders (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed October 16, 2012 (File No. 000-51360)).
|
4.58
|
|
Registration Rights Agreement dated November 18, 2009, between the Registrant, SPO Partners II, L.P. and San Francisco Partners, L.P. (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K/A filed November 19, 2009 (File No. 000-51360)).
|
4.59
|
|
Indenture dated November 20, 2009, between, among others, UPC Germany GmbH and The Bank of New York Mellon as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed November 20, 2009 (File No. 000-51360) (the November 20, 2009 8-K)).
|
4.60
|
|
Accession Agreement dated as of March 2, 2010, by UPC Germany GmbH, Unitymedia Hessen GmbH & Co. KG, Unitymedia NRW GmbH and The Bank of New York Mellon, as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.62 to the 2011 10-K).
|
4.61
|
|
Supplemental Indenture dated as of March 2, 2010, among the guarantors listed therein, UPC Germany GmbH and The Bank of New York, as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.63 to the 2011 10-K).
|
4.62
|
|
Supplemental Indenture dated as of August 31, 2010, by UPC Germany GmbH, Unitymedia Hessen GmbH & Co. KG, Unitymedia NRW GmbH and The Bank of New York Mellon, as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.64 to the 2011 10-K).
|
4.63
|
|
Indenture dated November 20, 2009, between, among others, UPC Germany GmbH and The Bank of New York Mellon as trustee (relating to the 2009 UM Senior Notes) (incorporated by reference to Exhibit 4.2 to the November 20, 2009 8-K).
|
4.64
|
|
Accession Agreement dated as of March 2, 2010, by UPC Germany GmbH, Unitymedia GmbH and The Bank of New York Mellon, as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.66 to the 2011 10-K).
|
4.65
|
|
Supplemental Indenture dated as of March 2, 2010, between, among others, UPC Germany GmbH and The Bank of New York Mellon, as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.67 to the 2011 10-K).
|
4.66
|
|
Supplemental Indenture dated as of August 31, 2010, among UPC Germany GmbH, Unitymedia GmbH and The Bank of New York Mellon, as trustee (relating to the 2009 UM Senior Secured Notes) (incorporated by reference to Exhibit 4.68 to the 2011 10-K).
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
(ii)
|
the material diminution of the Grantee’s official position or authority, but excluding isolated or inadvertent action not taken in bad faith that is remedied promptly after notice; or
|
(iii)
|
the Company requires the Grantee to relocate his/her principal business office to a different country.
|
o
|
I hereby elect to defer ____ % (not more than 90%) of my 2012 base salary, to be applied on a pro rata basis from each installment of base salary paid in accordance with applicable payroll practices.
|
o
|
I hereby elect to defer from each installment of my 2012 base salary paid in accordance with applicable payroll practices, the percentage (not more than 90%) set forth next to such installment on Appendix A.
|
o
|
The following specified dates (specify up to three dates not later than December 31, 2042):
|
o
|
The following specified dates (specify up to three dates not later than December 31, 2042):
|
o
|
A portion allocated to each specified date I have designated in Section II.A. above, as follows (specify percentages totaling 100% and associated with date(s) specified above):
|
Scheduled Payment Date
|
|
Percentage to Defer
|
|
|
|
January 6, 2012
|
|
%_______________
|
January 20, 2012
|
|
%_______________
|
February 3, 2012
|
|
%_______________
|
February 17, 2012
|
|
%_______________
|
March 2, 2012
|
|
%_______________
|
March 16, 2012
|
|
%_______________
|
March 30, 2012
|
|
%_______________
|
April 13, 2012
|
|
%_______________
|
April 27, 2012
|
|
%_______________
|
May 11, 2012
|
|
%_______________
|
May 25, 2012
|
|
%_______________
|
June 8, 2012
|
|
%_______________
|
June 22, 2012
|
|
%_______________
|
July 6, 2012
|
|
%_______________
|
July 20, 2012
|
|
%_______________
|
August 3, 2012
|
|
%_______________
|
August 17, 2012
|
|
%_______________
|
August 31, 2012
|
|
%_______________
|
September 14, 2012
|
|
%_______________
|
September 28, 2012
|
|
%_______________
|
October 12, 2012
|
|
%_______________
|
October 26, 2012
|
|
%_______________
|
November 9, 2012
|
|
%_______________
|
November 23, 2012
|
|
%_______________
|
December 7, 2012
|
|
%_______________
|
December 21, 2012
|
|
%_______________
|
|
|
ARTICLE I - INTRODUCTION
|
1
|
1.1
|
Establishment
1
|
1.2
|
Purposes
1
|
ARTICLE II - DEFINITIONS
|
1
|
2.1
|
Definitions
1
|
2.2
|
Gender and Number
4
|
ARTICLE III - PLAN ADMINISTRATION
|
4
|
3.1
|
General
4
|
3.2
|
Delegation by Committee
5
|
3.3
|
Grants to Non-Employee Directors
5
|
ARTICLE IV - STOCK SUBJECT TO THE PLAN
|
5
|
4.1
|
Number of Shares
5
|
4.2
|
Other Shares of Stock
6
|
4.3
|
Adjustments for Stock Split, Stock Dividend, Etc.
6
|
4.4
|
Other Distributions and Changes in the Stock.
6
|
4.5
|
General Adjustment Rules
7
|
4.6
|
Determination by the Committee, Etc.
7
|
ARTICLE V - CORPORATE REORGANIZATION; CHANGE IN CONTROL
|
7
|
5.1
|
Change in Control.
7
|
5.2
|
Reorganization
9
|
5.3
|
Required Notice
9
|
5.4
|
Acceleration of Exercisability
10
|
ARTICLE VI - PARTICIPATION
|
10
|
6.1
|
Eligible Employees; Eligible Consultants
10
|
6.2
|
Non-Employee Directors
10
|
ARTICLE VII - OPTIONS
|
11
|
7.1
|
Grant of Options
11
|
7.2
|
Stock Option Certificates
11
|
7.3
|
Restrictions on Incentive Options.
14
|
7.4
|
Stockholder Privileges
15
|
ARTICLE VIII - RESTRICTED STOCK AWARDS
|
15
|
8.1
|
Grant
15
|
8.2
|
Issuance of Restricted Stock at Beginning of the Restriction Period
15
|
8.3
|
Restrictions
16
|
8.4
|
Issuance of Stock at End of the Restriction Period
16
|
8.5
|
Completion of Restriction Period.
16
|
ARTICLE IX - STOCK UNITS
|
17
|
9.1
|
Grant
17
|
9.2
|
Rules
17
|
ARTICLE X - STOCK APPRECIATION RIGHTS
|
18
|
10.1
|
Grant of Stock Appreciation Rights
18
|
10.2
|
Tandem SARs
18
|
10.3
|
Free Standing SARs
18
|
10.4
|
Consideration
19
|
10.5
|
Limitations
19
|
10.6
|
Exercise
19
|
10.7
|
Termination of Services
19
|
ARTICLE XI - STOCK BONUSES
|
19
|
ARTICLE XII - OTHER COMMON STOCK GRANTS
|
20
|
ARTICLE XIII - RIGHTS OF PARTICIPANTS
|
20
|
13.1
|
Service
20
|
13.2
|
Nontransferability
20
|
13.3
|
No Plan Funding
20
|
ARTICLE XIV - GENERAL RESTRICTIONS
|
20
|
14.1
|
Investment Representations
20
|
14.2
|
Compliance with Securities Laws
21
|
14.3
|
Changes in Accounting Rules
21
|
14.4
|
Award Certificate
21
|
ARTICLE XV - OTHER EMPLOYEE BENEFITS
|
21
|
ARTICLE XVI - PLAN AMENDMENT, MODIFICATION AND TERMINATION
|
22
|
16.1
|
Amendment and Termination
22
|
ARTICLE XVII - WITHHOLDING
|
22
|
17.1
|
Withholding Requirement
22
|
17.2
|
Withholding With Stock
22
|
ARTICLE XVIII - REQUIREMENTS OF LAW
|
23
|
18.1
|
Requirements of Law
23
|
18.2
|
Federal Securities Law Requirements 23
|
18.3
|
Governing Law
23
|
ARTICLE XIX - MISCELLANEOUS
|
23
|
19.1
|
Expiration
23
|
19.2
|
Amendments, Etc.
23
|
19.3
|
Treatment of Proceeds
23
|
19.4
|
Section Headings
23
|
19.5
|
Severability
23
|
19.6
|
Gender and Number
24
|
19.7
|
Company's Rights
24
|
ARTICLE XX - DURATION OF THE PLAN
|
24
|
(f)
|
Customs, foreign permit, and similar fees directly related to the flight;
|
1.
|
Mail a copy of the lease to the following address via certified mail, return receipt requested, immediately upon execution of the lease (14 C.F.R. 91.23 requires that the copy be sent within twenty four hours after it is signed):
|
2.
|
Telephone the nearest Flight Standards District Office at least forty eight hours prior to the first flight under this lease.
|
3.
|
Carry a copy of the lease in the aircraft at all times.
|
Name
|
Country
|
Arena Sport Rechte und Marketing GmbH
|
Germany
|
Asia Television Advertising LLC
|
USA-Delaware
|
Associated SMR, Inc.
|
USA-Delaware
|
Aster Marketing Sp. z o.o
|
Poland
|
At Media Sp. z o.o
|
Poland
|
atmedia Kft
|
Hungary
|
Bazuca.com, Chile S.A.
|
Chile
|
Bicatobe Investments B.V.
|
Netherlands
|
Binan Investments B.V.
|
Netherlands
|
Cable Management Ireland Ltd.
|
Ireland
|
Cablecom Kabelkommunikation GmbH
|
Austria
|
Canal Cosmopolitan Latinoamérica, LLC
|
USA-Delaware
|
CBS Chellozone EMEA Channels Partnership
|
United Kingdom
|
C-Cure NV
|
Belgium
|
Centrina Sp z o.o
|
Poland
|
Chello Benelux Movieco Ltd
|
United Kingdom
|
Chello Central Europe Sp. z o.o
|
Poland
|
Chello Central Europe Srl
|
Romania
|
Chello Central Europe sro
|
Czech Republic
|
Chello Central Europe Zrt
|
Hungary
|
Chello Latin America LLC
|
USA-Delaware
|
Chello Movieco CE BV
|
Netherlands
|
Chello Movieco CE GP BV
|
Netherlands
|
Chello Movieco CE LP
|
USA-Delaware
|
Chello Movieco CE Services GmbH
|
Germany
|
Chello Movieco Holdings Ltd
|
United Kingdom
|
Chello Movieco Inc.
|
USA-Delaware
|
Chello Networks Srl
|
Romania
|
Chello Zone EMEA (2) Ltd.
|
United Kingdom
|
Chello Zone Holdings Ltd.
|
United Kingdom
|
Chellomedia B.V.
|
Netherlands
|
Chellomedia CEE Holdco B.V.
|
Netherlands
|
Chellomedia Direct Programming B.V.
|
Netherlands
|
Chellomedia Holdings UK II Ltd.
|
United Kingdom
|
Chellomedia Priority B.V.
|
Netherlands
|
Chellomedia Programming B.V.
|
Netherlands
|
Chellomedia Programming Financing B.V.
|
Netherlands
|
Chellomedia Programming Financing Holdco B.V.
|
Netherlands
|
Chellomedia Programming Financing Holdco II B.V.
|
Netherlands
|
Chellomedia Programming Financing Partnership
|
USA-Delaware
|
Chellomedia Services Ltd.
|
United Kingdom
|
Chellomedia Servicos de Televisao do Brasil Ltda
|
Brazil
|
Liberty Global Holding B.V.
|
Netherlands
|
Liberty Global Japan, LLC
|
USA-Delaware
|
Liberty Global Management, LLC
|
USA-Colorado
|
Liberty Global Operations B.V.
|
Netherlands
|
Liberty Global Services B.V.
|
Netherlands
|
Liberty Global Services II, LLC
|
USA-Colorado
|
Liberty Global Services, LLC
|
USA-Colorado
|
Liberty Home Shop International, Inc.
|
USA-Colorado
|
Liberty International Cable Management, Inc.
|
USA-Colorado
|
Liberty Japan MC, LLC
|
USA-Delaware
|
Liberty Japan V, Inc.
|
USA-Delaware
|
Liberty Latin Programming Ltd.
|
Cayman Islands
|
Liberty Media International Holdings, LLC
|
USA-Delaware
|
Liberty Movies Australia Pty Limited
|
Australia
|
Liberty Programming Japan, LLC
|
USA-Delaware
|
Liberty Programming South America, LLC
|
USA-Colorado
|
Liberty South America, S.R.L.
|
Argentina
|
Liberty Uruguay, Inc.
|
USA-Delaware
|
Liberty VIV II, Inc.
|
USA-Delaware
|
LMI Japan Management, Inc.
|
USA-Delaware
|
LMI Programming South America S.A.
|
Uruguay
|
LMINT Holdings, LLC
|
USA-Delaware
|
MGM Channel Poland Ltd
|
United Kingdom
|
MGM Korea Holding LLC
|
Korea
|
MGM Programming Service India Private Ltd
|
India
|
Multicanal (Spain) Holding SLU
|
Spain
|
Multicanal Gestion Publicitaria, SLU
|
Spain
|
Multicanal Iberia SLU
|
Spain
|
Netfront Information Technology Ltd.
|
Hong Kong
|
NTL Communications (Ireland) Ltd.
|
Ireland
|
NTL Irish Networks Ltd.
|
Ireland
|
Outdoor TV Ltd.
|
United Kingdom
|
Plator Holding B.V.
|
Netherlands
|
Pramer S.C.A.
|
Argentina
|
Priority Telecom N.V.
|
Netherlands
|
Priority Telecom Service Corporation, Inc.
|
USA-Delaware
|
Priority Wireless B.V.
|
Netherlands
|
Priority Wireless Switzerland AG
|
Switzerland
|
RAE Regionalantenne Ermatingen AG
|
Switzerland
|
Reality TV Latin America S.C.A.
|
Uruguay
|
Reality TV USA Ltd.
|
United Kingdom
|
Romantica (East) Ltd.
|
United Kingdom
|
Romantica Television Srl
|
Romania
|
Sentino S.A.
|
Uruguay
|
Sitel SA
|
Switzerland
|
Sky Vision Ltd.
|
Hong Kong
|
Sociedad Televisora CBC Limitada
|
Chile
|
Southam Chile S.A.
|
Chile
|
Stadtantenne Kreuzlingen AG
|
Switzerland
|
Suir Nore Relays Ltd.
|
Ireland
|
Tara Television Ltd.
|
Ireland
|
Telelavaux SA
|
Switzerland
|
Telenet Group Holding N.V.
|
Belgium
|
Telenet International Finance Sarl
|
Luxembourg
|
Telenet Luxembourg Finance Center Sarl
|
Luxembourg
|
Telenet Mobile NV
|
Belgium
|
Telenet NV
|
Belgium
|
Telenet Service Center NV
|
Belgium
|
Telenet Solutions Luxemburg NV
|
Luxembourg
|
Telenet Tecteo Bidco NV
|
Belgium
|
Telenet Vlaanderen NV
|
Belgium
|
Trnavatel s.r.o.
|
Slovak Republic
|
T-VGAS NV
|
Belgium
|
UGC Australia BV
|
Netherlands
|
UIH Philippines Holdings, LLC
|
USA-Colorado
|
UIH SFCC Holdings L.P.
|
USA-Colorado
|
UIH SFCC II, LLC
|
USA-Colorado
|
UIH SFCC LP
|
USA-Colorado
|
UIM Aircraft, LLC
|
USA-Colorado
|
United Asia\Pacific Communications, LLC
|
USA-Delaware
|
United AUN, LLC
|
USA-Colorado
|
United Austar Partners
|
USA-Colorado
|
United Chile Ventures, Inc.
|
Cayman Islands
|
United Chile, LLC
|
USA-Colorado
|
United Football Broadcasting B.V.
|
Netherlands
|
United Latin America Programming, LLC
|
USA-Colorado
|
UnitedGlobalCom, Inc.
|
USA-Delaware
|
Unitymedia Hessen GmbH & Co. KG
|
Germany
|
Unitymedia Hessen Verwaltungs GmbH
|
Germany
|
Unitymedia International GmbH
|
Germany
|
Unitymedia KabelBW GmbH
|
Germany
|
Unitymedia Management GmbH
|
Germany
|
Unitymedia NRW GmbH
|
Germany
|
Unitymedia Services GmbH
|
Germany
|
UPC Austria GmbH
|
Austria
|
UPC Austria Services GmbH
|
Austria
|
UPC Belgium B.V.
|
Netherlands
|
UPC Broadband France S.A.S.
|
France
|
UPC Broadband France SNC
|
France
|
UPC Broadband GmbH
|
Austria
|
UPC Broadband Holding B.V.
|
Netherlands
|
UPC Broadband Ireland B.V.
|
Netherlands
|
UPC Broadband Ireland Ltd
|
Ireland
|
UPC Broadband N.V.
|
Netherlands
|
UPC Broadband Slovakia sro
|
Slovak Republic
|
UPC Broadband UK Limited
|
United Kingdom
|
UPC Cablecom GmbH
|
Switzerland
|
UPC Central Europe Holding B.V.
|
Netherlands
|
UPC Ceska Republica Sro
|
Czech Republic
|
UPC Chile BV
|
Netherlands
|
UPC Chile Holding BV
|
Netherlands
|
UPC Chile Mobile Holding BV
|
Netherlands
|
UPC Communications Ireland Ltd
|
Ireland
|
UPC Czech Holding B.V.
|
Netherlands
|
UPC Direct Programming II B.V.
|
Netherlands
|
UPC DSL Telecom GmbH
|
Austria
|
UPC DTH Leasing Sarl
|
Luxembourg
|
UPC DTH Sarl
|
Luxembourg
|
UPC DTH Slovakia Sarl
|
Luxembourg
|
UPC Equipment BV
|
Netherlands
|
UPC Extra II B.V.
|
Netherlands
|
UPC Financing Partnership
|
USA-Delaware
|
UPC France Holding B.V.
|
Netherlands
|
UPC Germany Financing Holding GmbH
|
Germany
|
UPC Germany Holding B.V.
|
Netherlands
|
UPC Germany NewCo GmbH
|
Germany
|
UPC Holding B.V.
|
Netherlands
|
UPC Holding II B.V.
|
Netherlands
|
UPC Internet Holding B.V.
|
Netherlands
|
UPC Luxembourg Holding B.V.
|
Netherlands
|
UPC Magyarorszag Kft
|
Hungary
|
UPC Nederland B.V.
|
Netherlands
|
UPC Nederland Business B.V.
|
Netherlands
|
UPC Nederland Mobile B.V.
|
Netherlands
|
UPC Nederland Netwerk 2 BV
|
Netherlands
|
UPC Nederland Services B.V.
|
Netherlands
|
UPC Oberöstereich GmbH
|
Austria
|
UPC Poland Holding B.V.
|
Netherlands
|
UPC Polska Sp. z o.o
|
Poland
|
UPC Real Estate s.r.o.
|
Czech Republic
|
UPC Romania Holding B.V.
|
Netherlands
|
UPC Romania Srl
|
Romania
|
UPC Switzerland Holding BV
|
Netherlands
|
UPC Telekabel Wien GmbH
|
Austria
|
UPC Telekabel-Fernsehnetz Region Baden Betriebe GmbH
|
Austria
|
UPC Telekabel-Fernsehnetz Wiener Neustadt Neunkirchen Betriebs GmbH
|
Austria
|
UPC Western Europe Holding B.V.
|
Netherlands
|
Video 2000 SA
|
Switzerland
|
VTR Banda Ancha S.A.
|
Chile
|
VTR Galaxy Chile S.A.
|
Chile
|
VTR Global Carrier S.A.
|
Chile
|
VTR GlobalCom S.A.
|
Chile
|
VTR Ingeniería S.A.
|
Chile
|
VTR Movil S.A.
|
Chile
|
VTR Wireless SA
|
Chile
|
Westward Horizon Ltd
|
Ireland
|
Wicab GmbH
|
Switzerland
|
Zomerwind Holding B.V.
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Netherlands
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Zone Broadcasting (EMC) Ltd.
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United Kingdom
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Zone Broadcasting (Maximum Reality) Ltd.
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United Kingdom
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Zone Broadcasting E! (Turkey) Ltd.
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United Kingdom
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Zone East 1 LLC
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Russia
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Zone East 2 LLC
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Russia
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Zone East LLC (aka OOO "30YH BOCTOK")
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Russia
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Zone Kids Limited
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United Kingdom
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Zone Licensing Ltd.
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United Kingdom
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Zone Vision (China) Ltd.
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United Kingdom
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Zonemedia Broadcasting Ltd.
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United Kingdom
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Zonemedia Enterprises Ltd.
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United Kingdom
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Zonemedia Group Ltd.
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United Kingdom
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Zonemedia Management Ltd.
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United Kingdom
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ZUMB B.V.
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Netherlands
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1.
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I have reviewed this annual report on Form 10-K of Liberty Global, Inc.;
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
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4.
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The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and
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d)
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Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Michael T. Fries
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Michael T. Fries
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President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Liberty Global, Inc.;
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
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4.
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The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and
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d)
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Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
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a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Charles H.R. Bracken
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Charles H.R. Bracken
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Executive Vice President and Co-Chief Financial Officer
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(Principal Financial Officer)
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1.
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I have reviewed this annual report on Form 10-K of Liberty Global, Inc.;
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and
|
d)
|
Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Bernard G. Dvorak
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Bernard G. Dvorak
|
|
Executive Vice President and Co-Chief Financial Officer
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(Principal Accounting Officer)
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Dated:
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February 13, 2013
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/s/ Michael T. Fries
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|
|
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Michael T. Fries
|
|
|
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President and Chief Executive Officer
|
|
|
|
|
|
|
|
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Dated:
|
February 13, 2013
|
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/s/ Charles H.R. Bracken
|
|
|
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Charles H.R. Bracken
|
|
|
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Executive Vice President and Co-Chief Financial Officer
|
|
|
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(Principal Financial Officer)
|
|
|
|
|
|
|
|
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Dated:
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February 13, 2013
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/s/ Bernard G. Dvorak
|
|
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Bernard G. Dvorak
|
|
|
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Executive Vice President and Co-Chief Financial Officer
|
|
|
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(Principal Accounting Officer)
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