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Liberty Media Corporation Provides Third Quarter Supplemental Financial
Information and 2003 Guidance
Important Notice: Liberty Media Corporation ("Liberty") (NYSE: L, LMC.B)
President and CEO, Robert Bennett, will discuss Liberty's supplemental financial
information and guidance in a conference call which will begin at 12:00 p.m.
(ET) November 14, 2003. The call can be accessed by dialing (719) 457-2662 at
least 10 minutes prior to the start time. Replays of the conference call can be
accessed from 3:00 p.m. (ET) on November 14, 2003 through 5:00 p.m. (ET)
November 21, 2003, by dialing (719) 457-0820 plus the pass code 781939#. The
call will also be broadcast live across the internet. To access the web cast go
to http://www.libertymedia.com/investor_relations/default.htm. Links to this
press release will also be available on the Liberty Media web site.
ENGLEWOOD, Colo., Nov. 13 /PRNewswire-FirstCall/ -- Liberty filed its Form 10-Q
with the Securities and Exchange Commission for the quarter ended September 30,
2003. The following release is being provided to supplement the information
provided to investors in Liberty's Form 10-Q as filed with the SEC. This
information is not meant to serve as a release of financial results for Liberty.
For information regarding Liberty's financial results, investors should refer
to Liberty's financial statements included in its Form 10-Q.
As a supplement to Liberty's consolidated statements of operations, the
following is a presentation of financial information for certain of Liberty's
privately held assets including:
-- QVC, Inc., a consolidated, 98% owned subsidiary of Liberty;
-- Starz Encore Group LLC ("SEG"), a consolidated, wholly-owned
subsidiary of Liberty;
-- Discovery Communications, Inc. ("DCI" or "Discovery"); Jupiter
Telecommunications Co., Ltd. ("J-COM"); and Jupiter Programming Co.,
Ltd. ("JPC"), each a privately held equity affiliate of Liberty.
The following tables and comments compare financial information for the three
months ended September 30, 2003 to the same period for 2002. Operating expense,
as defined by Liberty and used in the following tables, consists of operating,
selling, general and administrative expenses and excludes depreciation,
amortization, stock compensation and other non-cash charges taken into account
in determining operating income. Operating cash flow, as defined by Liberty and
used in the following tables, represents revenue less operating expense. Please
see page 15 and Schedule 1 at the end of this document for a discussion of SEC
rules and guidance regarding non-GAAP measures and actions taken by Liberty to
comply with those rules and guidance, as well as for reconciliations for the
appropriate periods in 2003 and 2002 of operating cash flow to operating income
for each identified entity.
The selected financial information presented for each of the equity affiliates
listed above was obtained directly from those affiliates. Liberty does not
control the decision-making processes or business management practices of its
equity affiliates. Accordingly, Liberty is reliant on the management of these
affiliates and their independent accountants to provide accurate financial
information prepared in accordance with generally accepted accounting principles
that Liberty uses in the application of the equity method. As a result, Liberty
makes no representations as to whether such information presented on a
stand-alone basis has been prepared in accordance with GAAP. Liberty is not
aware, however, of any errors in or possible misstatements of the financial
information provided to it by its equity affiliates that would have a material
effect on Liberty's consolidated financial statements. Further, Liberty could
not, among other things, cause any noncontrolled affiliate to distribute to
Liberty its proportionate share of the revenue or operating cash flow of such
affiliate.
QVC, INC.
On September 17, 2003, Liberty announced that it had completed its previously
announced acquisition of Comcast Corporation's approximate 56.5% ownership stake
in QVC, Inc. QVC is now 98% owned by Liberty with the remainder owned by
members of the QVC management team. At closing, Liberty delivered to Comcast
approximately 218 million shares of Liberty Media Series A common stock, a
three-year note payable in the amount of $4.0 billion and $1.35 billion in
cash.
QVC, Inc.
Summary Financial Information
Q3 03 Q3 02
(amounts in millions)
Revenue:
Domestic $901 850
International 252 158
Total Revenue 1,153 1,008
Operating Expense:
Domestic 695 670
International 224 153
Total Operating Expense 919 823
Operating Cash Flow:
Domestic 206 180
International 28 5
Total Operating Cash Flow $234 185
Operating Income $191 158
Net Cash $624 66
-- QVC's revenue and operating cash flow increased by 14% and 26%,
respectively.
-- QVC's domestic revenue increased 6% and operating cash flow increased
14%. The domestic revenue increase was attributed to increased sales
volume primarily in the areas of apparel and accessories. The
domestic operations shipped more than 22.5 million units during the
quarter, an increase of 9.5%. The average selling price declined 4.9%
from $45.00 to $42.78. Gross margins remained flat at 36.9%, however,
through the benefits of scale economics and cost control efforts,
domestic operating cash flow margins increased 170 basis points, of
which 50 basis points can be attributed to one-time expenses that
occurred in the prior year.
-- QVC's international operations experienced positive results for the
quarter due to a combination of greater sales to existing subscribers,
new subscriber growth and favorable foreign currency exchange rates.
Revenue from international operations increased 59% as a result of
strong performance from each of the international divisions. The
average number of international subscribers during the third quarter
increased from 40.8 million to 47.1 million or 15%. Fueled by the
increase in sales and higher gross margin, the operating cash flow of
the international operations increased from $5 million to $28 million
and each of the international divisions is operating cash flow
positive. The international cash flow margin increased from 3.1% to
11.1%. Excluding the effect of exchange rates, QVC's international
revenue growth was 48% and international operating cash flow growth
was 427%.
QVC - FY '03 Guidance
The following estimates assume primarily, among other factors, that the product
mix remains materially consistent with that experienced in the first nine months
of 2003, continued international growth and a continuation of the improving
sales trend from the third quarter.
For full year 2003 versus 2002, QVC operating results are expected to increase
as follows:
-- Revenue by high single digits %; Operating cash flow by low double
digits %.
-- Operating income by mid single digits %.
STARZ ENCORE GROUP LLC
Liberty owned 100% of SEG at September 30, 2003. The principal services of SEG
are the STARZ!, Encore and Thematic Multiplex premium movie services.
Starz Encore Group LLC
Summary Financial Information
Q3 03 Q3 02
(amounts in millions)
Revenue $217 243
Operating Expense 145 144
Operating Cash Flow $72 99
Operating Income $126 80
Outstanding Debt $333 420
Total Subscription Units 143.7 131.8
As further described in Liberty's Form 10-Q, Starz Encore was a party to
litigation with Comcast Corporation regarding the affiliation agreement between
AT&T Broadband (now known as Comcast Cable Holdings, LLC, "Comcast Cable
Holdings") and Starz Encore (the "1997 Affiliation Agreement"). On September
23, 2003, Starz Encore and Comcast announced that they had entered into a
multi-year agreement for the carriage of the STARZ! and Encore movie services on
all Comcast owned and operated cable systems (including those of Comcast Cable
Holdings). This agreement resolves all of the litigation that was pending
between Starz Encore and Comcast with respect to the 1997 Affiliation
Agreement.
Under the new multi-year affiliation agreement, which expires at the end of
2010, Comcast will pay SEG based on per subscriber rates rather than the flat
fee arrangement prescribed by the Comcast Cable Holdings affiliation agreement.
These payment terms are retroactive to November 18, 2002. The new agreement
also includes provisions for the distribution of new SEG products in select
Comcast systems and provisions for co-operative marketing efforts between
Comcast and SEG. The new agreement does not allow the programming pass-through
provisions that were included in the 1997 affiliation agreement.
-- SEG revenue decreased by 11% and operating expense was essentially
flat. Operating cash flow decreased by 27%.
-- The decrease in revenue was due to a $32 million decrease in revenue
from Comcast partially offset by an increase in revenue from other
distributors. The reduction in revenue from Comcast was the result of
a lower effective per-subscriber fee under the new affiliation
agreement and a decrease in STARZ! subscribers in the Comcast systems.
-- Subscription units continue to grow, however revenue decreased due to
a disproportionate increase in units of the lower priced Thematic
Multiplex channels. Total subscription units increased by 9% due to a
14% increase in Thematic Multiplex units and a 2% increase in Encore
units partially offset by a 10% decrease in STARZ! units.
-- While SEG experienced growth in total subscription units as compared
to the prior year, total subscription units have remained relatively
flat since March 31, 2003. This trend reflects reduced demand for
SEG's services as well as subscriber losses in digital packages where
SEG's services are often included. SEG has signed a new agreement
with Comcast and continues to negotiate with the other multichannel
television distributors to obtain more favorable channel packaging and
to increase promotional efforts. However, no assurance can be given
that these negotiations will be successful.
-- Operating expense was essentially flat as increases in programming
license fees were partially offset by decreases in affiliate marketing
support and national branding activity due to the reduced number of
co-operative promotions by certain multichannel distributors discussed
above. The increase in programming license fees was due to an
increase in the number of exhibitions of output product relative to
less expensive library product.
-- SEG reduced its outstanding bank debt by $87 million to $333 million
compared to September 30, 2002.
STARZ ENCORE - FY '03 Guidance
Note that SEG recognizes revenue from Comcast Cable Holdings at rates applicable
under the new Comcast Cable Holding's affiliation agreement. The following
estimates assume, among other factors, that SEG continues to experience growth
in total subscription units with a product mix that is consistent with that
experienced during the first nine months of 2003.
For full year 2003 versus 2002, SEG operating results are expected as follows:
-- Revenue and operating cash flow to decrease by mid single digits %.
-- Operating income to increase by approximately 10%.
DISCOVERY COMMUNICATIONS, INC.
Liberty owned 50% of DCI as of September 30, 2003. The results below give
effect to certain year-end audit adjustments affecting the third quarter of
2002.
Discovery Communications, Inc.
Summary Financial Information
Q3 03 Q3 02
(amounts in millions)
Revenue:
Discovery Networks U.S. $326 272
Discovery Networks International 107 86
International Ventures 15 10
Consumer Products & Other* 26 26
Total Revenue 474 394
Operating Expense:
Discovery Networks U.S. 210 179
Discovery Networks International 86 74
International Ventures 19 18
Consumer Products & Other* 43 45
Total Operating Expense 358 316
Operating Cash Flow (Deficit):
Discovery Networks U.S. 116 93
Discovery Networks International 21 12
International Ventures (4) (8)
Consumer Products & Other* (17) (19)
Total Operating Cash Flow $116 78
Operating Income $78 29
Outstanding Debt $2,486 2,398
* Includes all Intercompany Eliminations.
During the third quarter of 2003, ratings continued to be strong across all
Discovery Networks. DCI also began to see ratings improvement for Discovery
Channel, U.S. as a result of programming and marketing investment and a strong
new schedule. TLC's Trading Spaces franchise had the highest rated program in
the network's history with its $100K special episode. DCI signed cross platform
advertising partnerships with Kraft Foods North America and Home Depot.
Discovery also advanced a number of its business objectives, including the
re-launch of its newest network in the United States, FIT TV, a new cable
network targeting the business opportunity in the fitness category for both mind
and body.
Total revenue and operating expenses increased 20% and 13%, respectively. Total
DCI operating cash flow increased 49%, driven by an increase in gross
advertising revenue of 23% and an increase in gross affiliate revenue of 13%.
DCI's affiliated networks now reach more than 974 million cumulative worldwide
subscribers.
DCI - Discovery Networks U.S.: Discovery Channel, TLC, Animal Planet, Travel
Channel, Discovery Health Channel, FIT TV, Discovery Kids Channel, BBC-America
Representation, The Science Channel, Discovery Times Channel, Discovery Home &
Leisure Channel, Discovery Wings Channel, Discovery en Espanol, Discovery HD
Theater and online initiatives.
-- Domestic Networks now reach approximately 548 million cumulative
subscribing households. Domestic Networks revenue increased by 20%
due to increases in both affiliate and advertising revenue. Operating
expenses increased 17% due to increases in programming and marketing
expenses. Operating cash flow increased by 25% to $116 million.
-- Net advertising revenue increased 24% due to growth in the overall
advertising market and a 12% increase in prime time audience delivery.
-- Net affiliate revenue increased 14% as aggregate subscribers increased
by 10%. Net affiliate revenue grew at a faster rate than subscription
units primarily due to an increase in paying subscribers and higher
per subscriber rates as compared to the prior year. These revenues
were net of launch support amortization and other items of $37 million
and $35 million for the quarters ended September 30, 2003 and 2002,
respectively. Excluding the effects of launch support amortization,
gross affiliate revenues increased 12% for the quarter.
-- Operating expenses increased 17% due to increases in programming,
marketing and sales related expenses. The increase in programming and
marketing expenses was due to an increased level of investment that
helped to drive ratings growth.
DCI - Discovery Networks International: Discovery Channels in Europe, Latin
America, Asia, India, Germany, Italy/Africa and Kids-Latin America, Travel &
Adventure-Latin America, Health-Latin America, Discovery Home & Leisure UK,
Showcase Europe, Travel & Adventure Asia, Animal Planet-United Kingdom and
Health Channel-United Kingdom.
-- International Networks now reach approximately 301 million cumulative
subscribing households. International Networks revenue increased by
24% due to increases in both affiliate and advertising revenue and
favorable exchange rates. Operating expenses increased 16% and
operating cash flow increased by 75% to $21 million. Excluding the
effect of exchange rates, revenue increased by 13%, operating expenses
increased 7% and operating cash flow increased 50%.
-- Net advertising revenue increased 20% driven by positive developments
in advertising sales and subscriber growth in all International
regions, with Latin America and Asia showing improvements.
-- Net affiliate revenue increased by 13% as aggregate subscribers
increased by 37%. Subscription units grew at a faster rate than
revenue primarily due to a disproportionate increase in subscribers of
recently launched networks and certain networks in Asia where the
majority are currently in a free contract period or have lower
subscription fee rates than other International channels.
DCI - International Ventures: Consolidated BBC/DCI Joint Venture Networks
(Animal Planet networks in Europe, Asia, Latin America, People + Arts Latin
America and Spain).
-- International Ventures revenue increased by 50% due to strong
subscriber growth in the UK and Europe. The operating cash flow
deficit improved by 50% from $8 million to $4 million. International
Ventures now reach over 125 million cumulative subscribing households.
DCI - Consumer Products: The principal components of Discovery Consumer Products
include a proprietary retail business comprised of a nationwide chain of 138
Discovery Channel stores, mail-order catalogs, an on-line shopping site, a
global licensing and strategic partnerships business, and a supplementary
education business reaching over 35 million students and 80,000 classrooms in
the U.S.
-- Operating cash flow deficit improved by $2 million or 11% primarily
due to an increase in gross margin resulting from sales of the newly
introduced higher margin products, combined with reductions in store
operating costs and other overhead.
DCI - Outstanding Debt: DCI's outstanding debt (including capital leases,
letters of credit, and other notes payable) increased by $88 million compared to
September 30, 2002. The increase was primarily due to additional borrowings for
the funding of start-up businesses, debt service costs and acquisitions.
DCI - FY '03 Guidance Adjusted Upward
The following estimates assume primarily, among other factors, continuation of
the positive trend in the domestic advertising sales market, stabilization of
certain Latin American economies, continued growth in international distribution
and continued economic uncertainty in the national retail environment.
For full year 2003 versus 2002, DCI operating results are expected to increase
as follows:
DCI consolidated :
-- Revenue by mid teens %; Operating cash flow by high 20s %.
-- Operating income by high 70s %.
Discovery Networks U.S.:
-- Revenue by high teens %; Operating cash flow by low to mid teens %.
Discovery Networks International:
-- Revenue by low to mid teens %; Operating cash flow by approximately
50%.
Notes:
BBC/DCI Joint Ventures - Consolidated:
The equity in the assets of the British Broadcasting Corporation/DCI joint
ventures are predominantly held 50/50 by DCI and BBC. Exceptions involve
participants related to the local market in which a specific network operates.
Where DCI exercises control of BBC/DCI joint ventures, DCI consolidates
financial results into International Ventures. Until such assets reach
breakeven, 100% of the economic interests are consolidated. After DCI has fully
recouped prior investment, the economic interests will match the equity
interests and will be accounted for under the equity method.
BBC/DCI Joint Ventures - Equity Affiliates:
DCI accounts for its interests in remaining joint ventures, including interests
in Discovery Channel Canada, Discovery Channel Japan, Animal Planet Canada,
Animal Planet Japan, and Joint Venture Programming, as equity method
investments. The operating results of these entities are not reflected in the
results presented above.
Other Joint Ventures - Discovery Times Channel, Discovery Health Channel, Animal
Planet (US) - Consolidated:
DCI owns a 50% interest in Discovery Times Channel, a 72% interest in The Health
Channel and a 60% interest in Animal Planet (US). These ventures are controlled
by DCI and therefore DCI consolidates the revenues and operating expenses of the
ventures as part of Discovery Networks U.S. Due to certain contractual
redemption rights of the outside partners in the ventures, no losses of these
ventures are allocated to the outside partners. Upon expiration of these
rights, the economic interests will approximate the equity interests.
JUPITER TELECOMMUNICATIONS CO., LTD.
Jupiter Telecommunications Co., Ltd.
Summary Financial Information
Q3 03 Q3 02
(amounts in millions)
Revenue 314 248
Operating Expense 203 186
Operating Cash Flow 111 62
Operating Income (Loss) 30 (1)
Outstanding Debt (1) 2,232 2,378
Managed Subscriber Data (000s):
Cable 1,483 1,373
High Speed Data 591 463
Telephony 496 300
Homes Receiving Service (2) 1,698 1,524
(1) Includes shareholder debt of $1,290 million and $617 million,
respectively, at September 2003 and 2002.
(2) Represents the number of households subscribing to at least
one J-COM broadband service.
J-COM: Liberty owned 45% of J-COM at September 30, 2003. J-COM is Japan's
largest multiple system operator (MSO) based on the number of customers served.
J-COM and its subsidiaries provide cable television, high-speed Internet access
and telephony services in Japan. Managed subscriber data includes all
consolidated subsidiaries as well as equity affiliates that are managed by
J-COM.
-- J-COM's revenue increased 27%, operating expenses increased 9% and
operating cash flow increased 79%. Excluding the effect of exchange
rates, revenue increased by 23%, operating expenses increased 6% and
operating cash flow increased 71%.
-- Revenue increased 27% due to increased distribution in all three
services and substantial growth in Internet and telephony revenue.
Managed cable subscribers increased 8%, Internet services subscribers
increased 28% and telephony subscribers increased 65%. Average
monthly revenue per household receiving at least one service increased
10% to $58.
-- Operating cash flow at J-COM increased 79% due to the revenue
increases combined with margin improvements associated with increased
scale.
-- J-COM served approximately 1.7 million homes at September 30, 2003,
an increase of 11%, and services per household (total revenue
generating units divided by total households served) rose from 1.40 to
1.51.
-- Penetration of homes taking at least one service increased from 26.4%
to 28.6%.
-- Approximately 39% of J-COM's customers subscribed to more than one
service at September 30, 2003, which translated into approximately
668,000 homes with multiple services. The triple play service option
(taking all three services available) has steadily increased to 12% of
J-COM's homes subscribing to all three services at September 30, 2003
compared to 8% at September 30, 2002.
J-COM -- FY '03 Guidance Adjusted Upward
The following estimates assume continued subscriber growth, a product mix that
is consistent with that experienced during the first nine months of 2003 and
continued cost control efforts, including programming costs.
For full year 2003 versus 2002, J-COM operating results, excluding the effect of
exchange rates, are expected to increase as follows:
-- Revenue by approximately 20%; Operating cash flow by 75 -- 80%.
-- Operating income from an operating loss of $34 million in 2002 to
operating income of $89-107 million in 2003.
JUPITER PROGRAMMING CO., LTD.
Jupiter Programming Co., Ltd.
Summary Financial Information
Q3 03 Q3 02
(amounts in millions)
Revenue 100 74
Operating Expense 86 64
Operating Cash Flow 14 10
Operating Income 11 7
Outstanding Debt (1) 57 58
Cumulative Subscribers (000s) (2) 41,222 33,018
(1) Includes shareholder debt of $17 million and $16 million,
respectively, at September 2003 and 2002.
(2) Includes subscribers at all consolidated and equity owned JPC
channels. Shop Channel subscribers are stated on a full-time
equivalent basis.
JPC: Liberty owned 50% of JPC at September 30, 2003. JPC is the largest
multi-channel pay television programming and content provider in Japan based
upon the number of subscribers receiving the channels. JPC currently owns,
operates or invests in 15 channels. In August 2003, JPC acquired a 35% interest
in the action/adventure channel, AXN Japan, which had approximately three
million subscribers at September 30, 2003.
-- JPC's revenue increased 35%, operating expenses increased 34% and
operating cash flow increased 40%. Excluding the effect of exchange
rates, revenue increased by 32%, operating expenses increased 30% and
operating cash flow increased 42%.
-- JPC's revenue increased 35% largely due to the increase in retail
sales at Shop Channel and in subscription and advertising revenues at
the other channels. Shop Channel was the largest contributor
generating an additional $20 million in revenue versus the comparable
period in 2002. This increase was driven by a 22% increase in full-
time equivalent ("FTE") homes at quarter end and an increase in sales
per FTE home of 13%. Subscribers at other channels grew by 13% at
CSN, 13% at Golf Network, 14% at J-Sky Sports, 11% at Discovery and
19% at Animal Planet.
-- JPC's operating cash flow increased 40% due to the revenue increase,
partially offset by increased cost of goods sold, fulfillment,
telemarketing, programming and general and administrative expenses.
JPC -- FY '03 Guidance Adjusted Upward
The following estimates assume continued subscriber growth across all
programming services, increases in sales per home at Shop Channel and gross
margins that are consistent with historical margins.
For full year 2003 versus 2002, JPC operating results, excluding the effect of
exchange rates, are expected to increase as follows:
-- Revenue by approximately 35%; Operating cash flow by low 30s %.
-- Operating income by low 40s %.
SUMMARY OF CASH AND LONG-TERM DEBT
The following is a summary of Liberty's cash and long-term debt as of September
30, 2003 and June 30, 2003.
09/30/03 06/30/03
(amounts in millions)
Cash and Cash Related Investments:
Liberty Corporate Cash $2,399 3,287
Corporate Short-term Investments 232 199
Corporate Long-term Marketable
Securities (1) 1,300 1,166
Total Corporate Cash and Liquid
Investments 3,931 4,652
Cash and Liquid Investments of
Subsidiaries (2) 898 275
Total Cash and Liquid Investments 4,829 4,927
Less: Short and Long-term Securities (1,567) (1,398)
Consolidated Cash Balance (GAAP) $3,262 3,529
Debt:
Senior Notes and Debentures (3) $8,338 3,488
Senior Exchangeable Debentures (4) 4,766 4,796
Bank Debt 250 250
Total Corporate Debt 13,354 8,534
Debt of Subsidiaries 1,090 1,178
Total Corporate and Subsidiary Debt 14,444 9,712
Less: Unamortized Discount Attributable
to Call Option Obligation (2,533) (2,576)
Unamortized Discount (25) (22)
Consolidated Debt Balance (GAAP) $11,886 7,114
(1) Represents long-term liquid cash equivalents which are included in
investments in available-for-sale securities and other cost
investments in Liberty's consolidated balance sheet.
(2) Includes $20 million and $15 million of short-term and $15 million
and $18 million of long-term securities held by subsidiaries at
September 30, 2003 and June 30, 2003, respectively.
(3) Represents face amount of Senior Notes and Debentures with no
reduction for the unamortized discount.
(4) Represents face amount of Senior Exchangeable Debentures, with no
reduction for the unamortized discount attributable to the embedded
call option obligation.
The above presentation is provided to separately identify parent-only cash and
liquid investments and debt information from our consolidated cash and debt
balances.
Liberty's Total Corporate Cash and Liquid Investments decreased by $721 million
to $3.9 billion and Total Corporate Debt increased by $4.8 billion to $13.4
billion compared to June 30, 2003. The net changes in corporate cash and liquid
investments and in corporate debt were primarily the result of cash used and
debt issued in Liberty's acquisition of Comcast Corporation's approximate 56.5%
ownership stake in QVC, Inc.
SUMMARY OF SIGNIFICANT PUBLIC ASSETS
(amounts in millions) Market Value
at 9/30/03
The News Corporation Limited $6,331
IAC/InterActiveCorp $4,593
UnitedGlobalCom, Inc. $1,864
Other $7,397
SUMMARY OF EQUITY DERIVATIVES
Liberty has entered into equity collars, narrow-band collars, put-spread
collars, written put and call options and other financial instruments to manage
market risk associated with its investments in certain marketable securities.
The estimated fair value of these financial instruments at September 30, 2003
was $3,209 million.
Outstanding Shares
At September 30, 2003, there were approximately 2.903 billion outstanding shares
of L and LMC.B and 82 million shares of L and LMC.B reserved for issuance
pursuant to warrants and employee stock options. At September 30, 2003,
approximately 77% of the options to purchase L and LMC.B shares had a strike
price that was higher than the closing stock price. Exercise of these options,
as well as all other warrants and options to purchase L and LMC.B shares, would
result in aggregate proceeds of approximately $984 million.
OTHER EVENTS:
Liberty Announces Acquisition of UnitedGlobalCom, Inc. Class B Common Shares
On August 19, 2003, Liberty announced that it had agreed to acquire all of the
outstanding shares of Class B common stock of UnitedGlobalCom, Inc.
(NASDAQ:UCOMA) (United) from United's founding shareholders. Liberty will
exchange 12.6 million shares of its Series A common stock for 8.2 million shares
of United's Class B common stock as well as a cash payment of approximately 50%
of the sellers' tax liabilities arising from the sale. On closing of this
transaction, Liberty will have ownership of approximately 75% of United's common
stock representing approximately 96% of the voting power of United's shares and
Liberty designees will comprise a majority of United's board of directors.
Liberty Completes Acquisition of QVC, Inc.
On September 17, 2003, Liberty announced that it had completed its previously
announced acquisition of Comcast Corporation's approximate 56.5% ownership stake
in QVC, Inc. QVC is now 98% owned by Liberty. At closing, Liberty delivered to
Comcast approximately 218 million shares of Liberty Media Series A common stock
and a three-year note payable in the amount of $4.0 billion. Liberty also
delivered cash in the amount of $1.35 billion, which was funded with the
proceeds from the September 12, 2003 sale of Liberty's 3.5% Senior Notes due in
2006. Liberty's Senior Notes have an effective interest rate of LIBOR + 45
basis points, after taking into consideration interest rate swaps, and the note
payable to Comcast bears interest at LIBOR + 150 basis points. The shares of
common stock and the note payable to Comcast have been registered under the
Securities Act of 1933.
UnitedGlobalCom, Inc. Commences An Offer for Outstanding Shares of UGC Europe,
Inc.
On October 6, 2003, United commenced an offer to exchange 9.0 shares of its
Class A common stock for each share of UGC Europe, Inc. (UGCE) it did not
already own. On November 12, 2003, United amended the exchange ratio to offer
10.3 shares of its Class A common stock for each share of UGCE common stock. As
a condition of the offer, United must own at least 90% of UGCE upon consummation
of the exchange offer and United has committed to effect a short- form merger
following the completion of the exchange offer. In connection with the exchange
offer, as amended, Liberty has agreed to limit the exercise of its preemptive
rights such that Liberty will not increase its ownership percentage of United's
capital stock beyond the lower of 55% (or in limited circumstances, 60%) and its
then-current ownership percentage.
Certain statements in this press release may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the privately held assets of Liberty Media
Corporation included herein or industry results, to differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other factors
include, among others: the risks and factors described in the publicly filed
documents of Liberty Media Corporation, including the most recently filed Form
10-Q of Liberty Media Corporation; general economic and business conditions and
industry trends including in the advertising and retail markets; spending on
domestic and foreign advertising; the continued strength of the industries in
which such privately held assets operate; continued consolidation of the
broadband distribution industry; uncertainties inherent in proposed business
strategies and development plans; rapid technological changes; future financial
performance, including availability, terms and deployment of capital;
availability of qualified personnel; the development and provision of
programming for new television and telecommunications technologies; changes in,
or the failure or the inability to comply with, government regulation,
including, without limitation, regulations of the Federal Communications
Commission, and adverse outcomes from regulatory proceedings; adverse outcomes
in pending litigation; changes in the nature of key strategic relationships with
partners and joint ventures; competitor responses to such privately held assets'
products and services, and the overall market acceptance of such products and
services, including acceptance of the pricing of such products and services; and
threatened terrorist attacks and ongoing military action, including armed
conflict in the Middle East and other parts of the world. These forward-looking
statements speak only as of the date of this Release. Liberty Media Corporation
expressly disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to reflect any
change in Liberty Media Corporation's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.
NON-GAAP FINANCIAL MEASURES
The Securities and Exchange Commission ("SEC") has issued rules and guidance
regarding the use by registrants of non-GAAP financial measures. Under these new
rules, a non-GAAP financial measure is defined generally as a numerical measure
of a registrant's historical or future financial performance, financial position
or cash flow that:
-- excludes amounts, or are subject to adjustments that have the effect
of excluding amounts, that are included in the most directly
comparable measure calculated and presented in accordance with GAAP;
or
-- includes amounts, or is subject to adjustments that have the effect of
including amounts, that are excluded from the most directly comparable
measure so calculated and presented.
The rules and guidance require, among other things, a quantitative
reconciliation (to the extent available without unreasonable efforts in the case
of forward-looking information) of the differences between the non-GAAP
financial measure used with the most directly comparable GAAP financial measure.
A statement of the reason why the registrant's management believes that
presentation of the non-GAAP financial measure provides useful information to
investors is required, as is a statement, if material, of any additional
purposes for which the registrant's management uses the non-GAAP financial
measure.
This press release includes a presentation of operating cash flow, which is a
non-GAAP financial measure, for each of the privately held assets of Liberty
included herein together with a reconciliation of that non-GAAP measure to the
privately held asset's operating income. Liberty defines operating cash flow as
revenue less "operating expense," which Liberty defines as operating, selling,
general and administrative expenses. Operating expense, as defined by Liberty,
excludes depreciation, amortization, stock compensation and other non-cash
charges taken into account with operating expense in computing operating income
in accordance with GAAP.
Liberty's management uses revenue and operating cash flow as a measure of
operating performance and for purposes of making decisions about allocating
resources to its subsidiaries and affiliates, and believes the presentation of
operating cash flow is helpful information for investors when presented in
conjunction with operating income. Because operating cash flow is used as a
measure of operating performance, Liberty views operating income as the most
directly comparable GAAP measure. Operating cash flow is not meant to replace
or supercede operating income or any other GAAP measure, but rather to
supplement the information to present investors with the same information as
Liberty's management considers in assessing the results of operations and
performance of its assets.
The rules on non-GAAP financial measures were released by the SEC in January
2003 and are relatively new. We, in common with other registrants, are still in
the process of interpreting the rules and monitoring developments and guidance
by the SEC to ensure continued compliance. While we believe that the
presentation in this press release complies with the SEC's rules, we can give no
assurance that we will be able to provide the same or comparable measures in
future press releases or announcements.
LIBERTY MEDIA CORPORATION
SCHEDULE 1
The following table provides a reconciliation, for our largest consolidated
subsidiaries and certain of our large equity affiliates, of operating cash flow
to operating income calculated in accordance with GAAP for the three month
periods ended September 30, 2003 and 2002.
Company QVC SEG DCI J-COM JPC
Ownership % 98.2% 100% 50.0% 45.2% 50.0%
(amounts in millions)
Three months ended
September 30, 2003
Operating Cash Flow $234 72 116 111 14
Depreciation and amortization (43) (21) (30) (81) (3)
Stock compensation expense (1) -- 75 (8) -- --
Other non-cash charges -- -- -- -- --
Operating Income $191 126 78 30 11
Three months ended
September 30, 2002
Operating Cash Flow $185 99 78 62 10
Depreciation and amortization (27) (17) (25) (63) (3)
Stock compensation expense (1) -- (2) (24) -- --
Other non-cash charges -- -- -- -- --
Operating Income (Loss) $158 80 29 (1) 7
(1) SEG and DCI stock compensation expense represents amounts pursuant
to phantom stock appreciation rights plans.
DATASOURCE: Liberty Media Corporation
CONTACT: Mike Erickson of Liberty Media Corporation, +1-877-772-1518