UPC Holding Reports 2012 Results

UPC Holding Reports 2012 Results

AMSTERDAM--(BUSINESS WIRE)-- UPC Holding B.V. ("UPC Holding") is today providing selected, preliminary unaudited financial and operating information for the three months ("Q4") and year ended December 31, 2012. UPC Holding is a wholly-owned subsidiary of Liberty Global, Inc. ("Liberty Global") (NASDAQ: LBTYA, LBTYB and LBTYK). A copy of this press release will be posted to Liberty Global's website (www.lgi.com). In addition, UPC Holding's consolidated financial statements with the accompanying notes are expected to be posted prior to the end of March 2013.

Financial and operating highlights for the year ended December 31, 2012, as compared to the results for the same period last year (unless noted), include:

• Organic RGU¹ additions increased 7% to 711,000, including 222,000 in Q4

  • Highest annual RGU additions since 2007

• Revenue increased 6% to €4.27 billion, representing rebased² growth of 3%

• Operating cash flow ("OCF")³ improved 7% to €2.07 billion, reflecting rebased growth of 4%

  • Achieved Q4 rebased OCF growth of 6%

• Operating income increased by 11% year-over-year to €1.0 billion

• Capital expenditures as a percentage of revenue declined to 17%

• Over 75% of consolidated third-party debt is due in 2017 and beyond

Financial Results

For the three months and year ended December 31, 2012, our consolidated revenue increased by 7% to €1.09 billion and 6% to €4.27 billion respectively, as compared to the corresponding prior year periods. Besides acquisitions, including Aster in Poland, and favorable foreign currency ("FX") movements, our revenue growth for both periods primarily resulted from continued volume growth in RGUs. Neutralizing the impact of acquisitions and FX, we achieved year-over-year rebased revenue growth of 3% for both the three-month and full-year 2012 periods. For the last three years, our annual rebased revenue growth has consistently averaged 3%.

Geographically, our European operations ("UPC Europe") achieved rebased growth of 3% in 2012, with our Western European and our Central and Eastern European ("CEE") regions posting rebased revenue growth of 4% and a modest decline of 1%, respectively. Our top-performing European markets for 2012 in terms of rebased revenue growth were our Irish and our Dutch businesses. One particular highlight in 2012 was the performance of UPC Cablecom in Switzerland. Gaining momentum throughout the year, our Swiss business delivered rebased revenue growth of 4% in 2012, up from 2% in 2011. Turning to South America, our Chilean operations ("VTR") realized rebased revenue growth of 4%, matching the result of our Western European region.

We increased our OCF by 10% to €537 million and 7% to €2.07 billion for the three months and year ended December 31, 2012, respectively, as compared to the corresponding prior year periods. This OCF growth reflects the positive impact of our organic growth, acquisitions and, to a lesser extent, favorable FX movements. On a rebased basis, we delivered year-over-year growth of 6% for Q4 and 4% for the full year. For 2012, we delivered year-over-year rebased OCF growth of 5% in our Western European region with particularly strong contributions from our Irish and Dutch businesses, which grew 11% and 6%, respectively. In addition, our Swiss operation improved its rebased OCF growth to 5% in 2012, its strongest result in the last four years. Rounding out our other operations, CEE's rebased OCF was flat for the second year in a row, and in Chile, we posted rebased OCF growth of 8% for 2012, its strongest showing since 2008.

Our consolidated OCF margins⁴ increased by 130 basis points to 49.2% in Q4 and 50 basis points to 48.6% for full-year 2012, as compared to the corresponding prior year periods. Specifically, for full-year 2012, our Western European and CEE businesses attained OCF margins of 55.8% and 49.8%, respectively, with each experiencing year-over-year OCF margin improvement of approximately 100 basis points. With respect to Western Europe, each of our operations delivered improved OCF margins. Moving to Chile, we achieved a 44.0% OCF margin in 2012, which reflected a 160 basis point improvement over Chile's OCF margin of 42.4% in 2011. The overall OCF margin improvements for UPC Holding were partially offset by increased costs in our European central and other operations during the 2012 periods as compared to the corresponding periods in 2011.

For the year ended December 31, 2012, we reported capital expenditures of €724 million, reflecting a decline of approximately €58 million from 2011. As a percentage of revenue, our capital expenditures decreased from 19% of revenue in 2011 to 17% of revenue in 2012. This was in the middle of our target range of 16% to 18% on a consolidated basis. The annual decline was attributable in large part to our working capital efforts, as our non-cash vendor financing arrangements were €87 million higher year-over-year. Additionally, our total property and equipment additions, which include our capital expenditures on an accrual basis and our vendor financing, capital lease and other non-cash additions, declined year-over-year from 22% of revenue in 2011 to 21% of revenue in 2012, despite our stronger subscriber growth in 2012 compared to the prior year.

Subscriber Statistics

At December 31, 2012, we provided our 10.3 million unique customers with 18.7 million services, consisting of 9.3 million video, 5.5 million broadband internet and 4.0 million telephony subscriptions. As compared to year-end 2011, we increased our RGU base by 5% or over 900,000 RGUs. This growth was driven by over 700,000 organic RGU additions, as well as RGUs from the inclusion of our historical small office home office ("SOHO") business⁵ and from multiple small in-market acquisitions. During 2012, we increased our combined double- and triple-play customers by 388,000 or 8% (inclusive of acquisitions) to over 5 million bundled customers, or 50% of our customer base. As a result, our bundling ratio increased from 1.73x RGUs per customer at the end of 2011 to 1.81x RGUs per customer at the end of 2012.

Our subscriber additions increased by 7% year-over-year to 711,000 RGUs in 2012, with 222,000 RGUs added in the fourth quarter. Our 2012 result represents our strongest performance since 2007 and our Q4 2012 result reflects our second highest quarterly total since Q4 2007. Our subscriber additions for the three months and year ended 2012 include 23,000 and 71,000 RGUs, respectively, relating to SOHO RGUs.

Geographically, our European operations accounted for over 85% of our total RGU additions in 2012. Our Western European businesses added 278,000 RGUs during the year, which was largely flat as compared to 2011. We had strong performances in both Switzerland and Austria, which added 123,000 RGUs on a combined basis in 2012 versus 46,000 RGUs in 2011. In particular, our Swiss operation reported its best subscriber performance since 2006 with 80,000 RGU additions. Offsetting our Swiss and Austrian improved performances, our Dutch business faced a more competitive environment in the second half of 2012 and, as a result, added 55,000 RGUs in 2012 as compared to 137,000 in 2011. Rounding out our European footprint, our CEE operations grew their RGU additions by 24% in 2012, gaining 329,000 RGUs. This was our highest annual total since 2007 in that region, with both our Romanian and Hungarian operations showing dramatic year-over-year improvement. Finally, our Chilean operation realized a 7% decline in RGU additions to 105,000 in 2012.

In terms of our TV business, we lost 169,000 video subscribers (including just 12,000 in Q4) in 2012, which is slightly better than our 2011 result, and represented our lowest annual RGU attrition since 2006. We finished 2012 with a digital video base of 5.2 million RGUs, as we added 497,000 digital cable RGUs (including 141,000 in Q4) during the year. As a result of our growth in digital subscribers, we achieved a digital penetration⁶ of 61%, as compared to 54% at year-end 2011. We expect that our opportunity to continue driving digital upgrades will be enhanced by our recently launched Horizon TV product and with over 3 million analog video subscribers, we remain confident in the video growth opportunity. The take-up of Horizon TV in the Dutch market remained robust during the fourth quarter and within five short months we have sold over 100,000 Horizon TV subscriptions and have over 200,000 unique users enjoying our on-line and multiscreen services. In January 2013, we introduced Horizon TV in Switzerland and the early results so far have been very positive and we look forward to launching Horizon TV in Ireland later this year.

Overall subscriber growth was powered by our market-leading double- and triple-play bundles, with our superior broadband internet products serving as the key competitive differentiator. As a result of continued strong demand from within our customer base, we added 403,000 broadband internet subscribers (including 113,000 in Q4) and 477,000 telephony subscribers (including 122,000 in Q4), reflecting a year-over-year decline of 4% for broadband internet, but an increase of 16% for telephony, which represents a record level for annual telephony additions.

Summary of Third-Party Debt and Cash and Cash Equivalents

At December 31, 2012, we reported €9.6 billion of third-party debt and €58 million of cash and cash equivalents. As compared to September 30, 2012, our third-party debt remained relatively constant, decreasing €62 million. At December 31, 2012, over 75% of our third-party debt was due in 2017 and beyond, while our fully-swapped borrowing cost⁷ declined to approximately 7.8% at Q4 2012 from 8.8% at Q4 2011, due to a combination of attractive pricing on our new debt issuances and lower costs associated with our derivative instruments.

During 2012, we completed several opportunistic financing transactions, which enabled us to extend our maturity profile, lower our borrowing cost, and raise new capital. In the fourth quarter, we rolled our existing $500 million of commitments under Facility AB due 2017 into a new Facility AF, which matures in 2021.

The following table details our consolidated third-party debt and cash and cash equivalents as of the dates indicated:⁸

UPC Broadband Holding Bank Facility

The following table details the key terms of the UPC Broadband Holding Bank Facility at December 31, 2012:

Borrowing Capacity & Covenant Calculations

UPC Broadband Holding B.V. ("UPC Broadband Holding"), our wholly-owned subsidiary, is a borrower of outstanding indebtedness under the UPC Broadband Holding Bank Facility, which we guarantee. As of December 31, 2012, UPC Broadband Holding had maximum undrawn commitments under Facilities Q, W and AA of the UPC Broadband Holding Bank Facility of €1.1 billion. We estimate that approximately €789 million of this amount will be available upon completion of our fourth quarter compliance reporting requirements.

Based on the results ended December 31, 2012 and subject to the completion of our fourth quarter bank reporting requirements, (i) the ratio of Senior Debt to Annualized EBITDA (last two quarters annualized), as defined and calculated in accordance with the UPC Broadband Holding Bank Facility, was 3.64x and (ii) the ratio of Total Debt to Annualized EBITDA (last two quarters annualized), as defined and calculated in accordance with the UPC Broadband Holding Bank Facility, was 4.66x.¹²

About UPC Holding

UPC Holding connects people to the digital world and enables them to discover and experience its endless possibilities. Our market-leading television, broadband internet and telephony services are provided through next-generation networks and innovative technology platforms in 10 countries that connect 10 million customers who subscribe to 19 million services as of December 31, 2012.

Disclaimer

This press release contains forward-looking statements, including our expectations with respect to our strategy and future growth prospects, including our continued ability to increase our organic RGU additions and further grow the penetration of our advanced services and our assessment of our liquidity and access to capital markets, including our borrowing availability; our expectations with respect to the timing and impact of our expanded roll-out of advanced products and services, including Horizon TV; our insight and expectations regarding competitive and economic factors in our markets; the impact of our M&A activity on our operations and financial performance; and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the continued use by subscribers and potential subscribers of our services and their willingness to upgrade to our more advanced offerings, our ability to meet challenges from competition and economic factors, the continued growth in services for digital television at a reasonable cost, the effects of changes in technology and regulation, our ability to achieve expected operational efficiencies and economies of scale, our ability to generate expected revenue and operating cash flow, control property and equipment additions as measured by a percentage of revenue and achieve assumed margins, the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital, as well as other factors detailed from time to time in Liberty Global's filings with the Securities and Exchange Commission including Liberty Global's most recently filed Form 10-K. These forward-looking statements speak only as of the date of this release. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

We are required under the terms of the indentures for the UPC Holding senior notes and the UPCB Finance Limited, UPCB Finance II Limited, UPCB Finance III Limited, UPCB Finance V Limited and UPCB Finance VI Limited senior secured notes to provide certain financial information regarding UPC Holding to bondholders on a quarterly basis. UPC Broadband Holding, our wholly-owned subsidiary, is a borrower and we are a guarantor of outstanding indebtedness under the UPC Broadband Holding Bank Facility, which also requires the provision of certain financial and related information to the lenders. This press release is being issued at this time, in connection with those obligations, due to the contemporaneous release by Liberty Global of its December 31, 2012 results. The financial information contained herein is preliminary and subject to change. We presently expect to issue our December 31, 2012 audited consolidated financial statements prior to the end of March 2013, at which time they will be posted to the investor relations section of the Liberty Global website (www.lgi.com) under the fixed income heading. Copies will also be available from the Trustee for the senior notes and the senior secured notes.

Revenue and Operating Cash Flow

In the following tables, we present revenue and operating cash flow by reportable segment for the three months and year ended December 31, 2012, as compared to the corresponding prior year periods. All of the reportable segments derive their revenue primarily from broadband communications services, including video, broadband internet and telephony services. Most reportable segments also provide B2B services. At December 31, 2012, our operating segments in UPC Europe provided broadband communications services in nine European countries and direct-to-home ("DTH") services to customers in the Czech Republic, Hungary, Romania and Slovakia through a Luxembourg-based organization that we refer to as "UPC DTH." Our Other Western Europe segment includes our broadband communications operating segments in Austria and Ireland. Our Central and Eastern Europe segment includes our broadband communications operating segments in the Czech Republic, Hungary, Poland, Romania and Slovakia. UPC Europe's central and other category includes (i) the UPC DTH operating segment, (ii) costs associated with certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions and (iii) intersegment eliminations within UPC Europe. VTR provides video, broadband internet and telephony services in Chile.

Beginning in the fourth quarter of 2012, the management responsibility for certain of our operations in Switzerland was transferred to our Austrian operations and, accordingly, such operations are now reported within our Other Western Europe segment. Segment information for all periods presented has been retrospectively revised to reflect this change. We present only the reportable segments of our continuing operations in the tables below.

For purposes of calculating rebased growth rates on a comparable basis for all businesses that we owned during 2012, we have adjusted our historical revenue and OCF for the three months and year ended December 31, 2011 to (i) include the pre-acquisition revenue and OCF of certain entities acquired during 2011 and 2012 in our rebased amounts for the three months and year ended December 31, 2011 to the same extent that the revenue and OCF of such entities are included in our results for the three months and year ended December 31, 2012 and (ii) reflect the translation of our rebased amounts for the three months and year ended December 31, 2011 at the applicable average foreign currency exchange rates that were used to translate our results for the three months and year ended December 31, 2012. The acquired entities that have been included in whole or in part in the determination of our rebased revenue and OCF for the three months ended December 31, 2011 include four small entities in Europe. The acquired entities that have been included in whole or in part in the determination of our rebased revenue and OCF for the year ended December 31, 2011 include Aster and six small entities in Europe.

We have reflected the revenue and OCF of the acquired entities in our 2011 rebased amounts based on what we believe to be the most reliable information that is currently available to us (generally pre-acquisition financial statements), as adjusted for the estimated effects of (i) any significant differences between GAAP and local generally accepted accounting principles, (ii) any significant effects of acquisition accounting adjustments, (iii) any significant differences between our accounting policies and those of the acquired entities and (iv) other items we deem appropriate. We do not adjust pre-acquisition periods to eliminate non-recurring items or to give retroactive effect to any changes in estimates that might be implemented during post-acquisition periods. As we did not own or operate the acquired businesses during the pre-acquisition periods, no assurance can be given that we have identified all adjustments necessary to present the revenue and OCF of these entities on a basis that is comparable to the corresponding post-acquisition amounts that are included in our historical results or that the pre-acquisition financial statements we have relied upon do not contain undetected errors. The adjustments reflected in our rebased amounts have not been prepared with a view towards complying with Article 11 of Regulation S-X. In addition, the rebased growth percentages are not necessarily indicative of the revenue and OCF that would have occurred if these transactions had occurred on the dates assumed for purposes of calculating our rebased amounts or the revenue and OCF that will occur in the future. The rebased growth percentages have been presented as a basis for assessing growth rates on a comparable basis, and are not presented as a measure of our pro forma financial performance. Therefore, we believe our rebased data is not a non-GAAP financial measure as contemplated by Regulation G or Item 10 of Regulation S-K.

The selected financial data contained herein is preliminary and unauditedand subject to possible adjustments in connection with the publication of UPC Holding's December 31, 2012 consolidated financial statements. In each case, the following tables present (i) the amounts reported by each of our reportable segments for the comparative periods, (ii) the euro change and percentage change from period to period and (iii) the percentage change from period to period on a rebased basis: