Obligation Liberty Media LLC 8.25% ( US530715AJ01 ) en USD

Liberty Media LLC

7 % ▲

Etats-unis

US530715AJ01 ( en USD )

8.25% par an ( paiement semestriel )

31/01/2030

Prospectus brochure de l'obligation Liberty Interactive LLC US530715AJ01 en USD 8.25%, échéance 31/01/2030

530715AJ0

CC ( Défaut imminent, avec peu d'espoir de recouvrement )

C ( En défaut )

01/08/2026 ( Dans 174 jours )

Liberty Interactive LLC est une société holding américaine qui investit dans et gère des entreprises dans les secteurs du commerce électronique, des voyages et du divertissement, notamment QVC et Expedia Group.

L'Obligation émise par Liberty Media LLC ( Etats-unis ) , en USD, avec le code ISIN US530715AJ01, paye un coupon de 8.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2030

L'Obligation émise par Liberty Media LLC ( Etats-unis ) , en USD, avec le code ISIN US530715AJ01, a été notée C ( En défaut ) par l'agence de notation Moody's.

L'Obligation émise par Liberty Media LLC ( Etats-unis ) , en USD, avec le code ISIN US530715AJ01, a été notée CC ( Défaut imminent, avec peu d'espoir de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).

-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
Originator-Key-Asymmetric:
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<SEC-DOCUMENT>0000940180-00-000543.txt : 20000505
<SEC-HEADER>0000940180-00-000543.hdr.sgml : 20000505
ACCESSION NUMBER: 0000940180-00-000543
CONFORMED SUBMISSION TYPE: S-4/A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20000504
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: LIBERTY MEDIA CORP /DE/
CENTRAL INDEX KEY: 0001082114
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES
[4841]
IRS NUMBER: 841288730
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-4/A
SEC ACT:
SEC FILE NUMBER: 333-35562
FILM NUMBER: 619493
BUSINESS ADDRESS:
STREET 1: 9197 SOUTH PEORIA STREET
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
BUSINESS PHONE: 7208755400
MAIL ADDRESS:
STREET 1: 9197 SOUTH PEORIA STREET
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4/A
<SEQUENCE>1
<DESCRIPTION>AMENDMENT NO. 1
<TEXT>
<PAGE>
As filed with the Securities and Exchange Commission on May 4, 2000
Registration No. 333-35562
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT
NO. 1
To
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
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LIBERTY MEDIA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
4841 84-1288730
Delaware (Primary Standard (I.R.S. Employer
(State or Other Industrial Identification No.)
Jurisdiction of Classification Code
Incorporation or Number)
Organization)
----------------
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
----------------
Charles Y. Tanabe, Esq.
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
----------------
Copy to:
Robert W. Murray Jr., Esq.
Baker Botts L.L.P.
599 Lexington Avenue
New York, New York 10022-6030
(212) 705-5000
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after this Registration Statement is declared effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.[_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS [LOGO]
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Liberty Media Corporation
Offer to Exchange
$1,000,000,000
8 1/4% Senior Debentures due 2030
which have been registered under the
Securities Act of 1933
for any and all outstanding unregistered
8 1/4% Senior Debentures due 2030
The terms of the new debentures that we are offering in this prospectus are
substantially identical to the terms of the outstanding debentures, except
that the new debentures will be freely transferable and will not have
covenants regarding registration rights or additional interest.
Material Terms of the Exchange Offer
. The exchange offer will expire at 5:00 p.m., New York City time, on June
8, 2000, unless the offer is extended. We do not currently intend to
extend the exchange offer.
. We do not intend to apply for listing of the new debentures on any
securities exchange or to arrange for them to be quoted on any quotation
system.
----------------
Investing in the new debentures involves risks. See "Risk Factors" beginning
on page 10.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
----------------
The date of this prospectus is May 4, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 1
Risk Factors............................................................. 10
Use of Proceeds.......................................................... 18
Capitalization........................................................... 19
Selected Historical Financial Data....................................... 20
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 21
Corporate History........................................................ 37
Business................................................................. 39
Management............................................................... 73
Relationship with AT&T and Certain Related Transactions.................. 88
The Exchange Offer....................................................... 97
Description of the Debentures............................................ 106
Certain United States Federal Income Tax Considerations.................. 124
Plan of Distribution..................................................... 125
Legal Matters............................................................ 126
Experts.................................................................. 126
Where to Find More Information........................................... 126
Index to Financial Statements............................................ F-1
</TABLE>
----------------
We have filed with the SEC a registration statement on Form S-4 under the
Securities Act with respect to the debentures offered by this prospectus. This
prospectus, which forms a part of the registration statement, does not contain
all the information included in the registration statement. You may read and
copy the registration statement, including all of its exhibits, as set forth
under "Where to Find More Information."
----------------
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This prospectus is based on information provided by us and other sources that
we believe to be reliable. This prospectus summarizes certain documents and
other information and we refer you to them for a more complete understanding of
what we discuss in this prospectus.
This prospectus includes information concerning The News Corporation Limited,
Time Warner Inc., TV Guide, Inc., Gemstar International Group Limited, USA
Networks, Inc., Sprint Corporation, Telewest Communications plc, Motorola Inc.,
Todd-AO Corporation, Teligent, Inc., Cendant Corp., Antec Corporation, America
Online, Inc., ICG Communications, Inc., TCI Satellite Entertainment, Inc., IDT
Corporation, Ascent Entertainment Group, Inc., UnitedGlobalCom, Inc., Primedia
Inc., Corus Entertainment Inc. and On Command Corporation, all of which are
public companies that file reports and other information with the SEC in
accordance with the requirements of the Securities Act and the Securities
Exchange Act. Information contained in this prospectus concerning those
companies has been derived from the reports and other information filed by them
with the SEC. Liberty had no part in the preparation of those reports and other
information, nor are they incorporated by reference in this prospectus.You may
read and copy any reports and other information filed by those companies as set
forth under "Where to Find More Information."
----------------
You should rely only on the information contained in this prospectus or to
which we have referred you. We have not authorized any person to provide you
with different information. We are offering to exchange the old debentures for
new debentures only in jurisdictions where offers and sales are permitted.
----------------
ii
<PAGE>
NOTICE TO NEW HAMPSHIRE RESIDENTS
Neither the fact that a registration statement or an application for a
license has been filed under RSA 421-B with the state of New Hampshire nor the
fact that a security is effectively registered or a person is licensed in the
state of New Hampshire constitutes a finding by the secretary of state that any
document filed under RSA 421-B is true, complete and not misleading. Neither
any such fact nor the fact that an exemption or exception is available for a
security or a transaction means that the secretary of state has passed in any
way upon the merits or qualification of, or recommended or given approval to,
any person, security or transaction. It is unlawful to make or cause to be made
to any prospective purchaser, customer or client any representation
inconsistent with the provisions of this paragraph.
iii
<PAGE>
PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus to
help you understand Liberty and the debentures. For a more complete
understanding of Liberty and the debentures, we encourage you to read this
entire document, including the "Risk Factors" section. All references to
"Liberty," "we," "us" and words to similar effect refer to Liberty Media
Corporation and, unless the context indicates otherwise, its consolidated
subsidiaries.
Liberty Media Corporation
We are a leading media, entertainment and communications company with
interests in a diverse group of public and private companies that are market
leaders in their respective industries. Our subsidiaries and business
affiliates are engaged in a broad range of programming, communications,
technology and Internet businesses and have some of the most recognized and
respected brands. These brands include Encore, STARZ!, Discovery, TV Guide,
Fox, USA, QVC, CNN, TBS, Motorola and Sprint PCS.
The media, entertainment and communications industries are currently
undergoing tremendous changes due in part to the growth of new distribution
technologies, led by the Internet and the implementation of digital
compression. The growth in distribution technologies has, in turn, created
strong demand for an ever increasing array of multimedia products and services.
Liberty is working with its subsidiaries and business affiliates to extend
their established brands, quality content and networks across multiple
distribution platforms to keep them at the forefront of these ongoing changes.
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The following table lists our principal subsidiaries and business affiliates
and our direct equity interests or indirect attributed equity interests, based
on ownership of capital stock. Our direct or attributed equity interest in a
particular company does not necessarily represent our voting interest in that
company. Our indirect attributed interest is determined by multiplying our
ownership interest in the holder of an equity interest by that equity holder's
ownership interest in the listed subsidiary or business affiliate. The
ownership percentages are approximate, calculated as of December 31, 1999, and,
in the case of convertible securities we hold, assume conversion to common
stock by us and, to the extent known by us, other holders. In some cases our
interest is subject to buy/sell procedures, rights of first refusal or other
obligations. See "Business."
<TABLE>
<CAPTION>
Subsidiary/Business Affiliate Attributed Ownership %
----------------------------- ----------------------
<S> <C>
Starz Encore Group LLC. ........................... 100%
Liberty Digital, Inc. ............................. 87%
Discovery Communications, Inc. .................... 49%
TV Guide, Inc. .................................... 44%
QVC Inc. .......................................... 43%
Flextech, plc...................................... 37%
Sprint PCS Group................................... 23%
Telewest Communications plc........................ 22%
USA Networks, Inc. ................................ 21%
Time Warner Inc. .................................. 9%
The News Corporation Limited....................... 8%
Motorola Inc. (successor to General Instrument
Corporation)...................................... 3%
</TABLE>
1
<PAGE>
Business Strategy
Our business strategy is to maximize the value of Liberty by (1) working with
the management teams of our existing subsidiaries and business affiliates to
grow their established businesses and create new businesses and (2) identifying
and executing strategic transactions that improve the value or optimize the
efficiency of Liberty's assets. Key elements of our business strategy include
the following:
. Promoting the internal growth of our subsidiaries and business
affiliates;
. Maintaining significant involvement in governance;
. Participating with experienced management and strategic partners; and
. Executing strategic transactions that optimize the efficiency of our
assets.
Relationship with AT&T Corp.
We have been a subsidiary of AT&T Corp. since March 9, 1999. On that date,
AT&T acquired by merger our parent company, the former Tele-Communications,
Inc., which has since been renamed AT&T Broadband LLC. As part of that merger,
AT&T issued AT&T common stock (NYSE: T) and Class A and Class B Liberty Media
Group common stock (NYSE: LMG.A and LMG.B). AT&T's Liberty Media Group common
stock is a tracking stock designed to reflect the economic performance of the
businesses and assets of AT&T attributed to the "Liberty Media Group." We are
included in the Liberty Media Group, and the businesses and assets of Liberty
and its subsidiaries constitute substantially all of the businesses and assets
of the Liberty Media Group. On April 27, 2000, AT&T effected the initial public
offering of its new AT&T Wireless Group tracking stock, which is designed to
reflect the economic performance of the wireless services businesses and assets
of AT&T attributed to the new AT&T Wireless Group. The AT&T common stock is
intended to reflect all other assets and businesses of AT&T, which we refer to
as the AT&T Common Stock Group. In addition, the AT&T Common Stock Group has
retained an approximately 84.4% economic interest in the AT&T Wireless Group.
For a more detailed description of the relationship between AT&T and Liberty,
see "Relationship with AT&T and Certain Related Transactions" starting on
page 88.
We have a substantial degree of managerial autonomy from AT&T as a result of
our corporate governance arrangement with AT&T. Our board of directors is
controlled by persons designated by TCI prior to its acquisition by AT&T, and
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our board will continue to be controlled by those persons, or others chosen by
them, until at least 2006. Our management consists of individuals who managed
the businesses of Liberty prior to the AT&T merger. We have entered into
agreements with AT&T which provide us with a level of financial and operational
separation from AT&T, define our rights and obligations as a member of AT&T's
consolidated tax group, enable us to finance our operations separately from
those of AT&T and provide us with certain programming rights with respect to
AT&T's cable systems. See "Relationship with AT&T and Certain Related
Transactions" starting on page 88.
Our principal executive offices are located at 9197 South Peoria Street,
Englewood, Colorado 80112. Our main telephone number is (720) 875-5400.
2
<PAGE>
Relationship of Liberty Media Corporation to the Liberty Media Group
Liberty Media Corporation and its consolidated subsidiaries are attributed to
the Liberty Media Group. The businesses and assets of Liberty and its
subsidiaries currently constitute substantially all of the businesses and
assets of the Liberty Media Group. The following diagram illustrates the assets
of AT&T that are attributed to the Liberty Media Group, to the AT&T Wireless
Group and to the AT&T Common Stock Group. The following diagram also
illustrates the assets of Liberty, which is a holding company. For a more
complete description of the relationship of Liberty Media Corporation to AT&T
and the Liberty Media Group, see "Relationship with AT&T and Certain Related
Transactions" starting on page 88. For a discussion of Liberty's consolidated
subsidiaries and principal business affiliates, see "Business" starting on page
39.
[GRAPH]
3
<PAGE>
The Exchange Offer
On February 2, 2000, we completed the private offering of $1,000,000,000
aggregate principal amount of our 8 1/4% senior debentures due 2030. These
debentures were not registered under the Securities Act and, therefore, they
are subject to significant restrictions on resale. Accordingly, when we sold
these debentures, we entered into a registration rights agreement with the
initial purchasers that provides for the exchange offer. In the registration
rights agreement, we agreed to deliver to you this prospectus and to permit you
to exchange your old debentures for new debentures that have substantially
identical terms to the old debentures except that the new debentures will be
freely transferable and will not have covenants regarding registration rights
or additional interest. In order to exchange your old debentures, you must
properly tender them and we must accept your tender. We will exchange all old
debentures that are validly tendered and not validly withdrawn. The new
debentures will be issued under the same indenture under which the old
debentures were issued and, as a holder of new debentures, you will be entitled
to the same rights under the indenture that you had as a holder of old
debentures. The old debentures and the new debentures will be treated as a
single series of debt securities under the indenture.
Set forth below is a summary description of the terms of the exchange offer.
We refer you to "The Exchange Offer," beginning on page 97, for a more complete
description of the terms of the exchange offer.
Exchange Offer............. We are offering to exchange up to $1,000,000,000
aggregate principal amount of new debentures for a
like aggregate principal amount of old debentures.
Old debentures may be tendered only in integral
multiples of $1,000.
Resale of New Debentures... We believe that the new debentures issued in the
exchange offer may be offered for resale, resold
or otherwise transferred by you without compliance
with the registration and prospectus delivery
requirements of the Securities Act, provided that:
. you are acquiring the new debentures in the
ordinary course of your business;
. you have no arrangements or understandings with
any person to participate in the exchange offer
for the purpose of distributing the new
debentures; and
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. you are not our "affiliate," within the meaning
of Rule 405 under the Securities Act.
If any of the statements above are not true and
you transfer any new debentures without delivering
a prospectus that meets the requirements of the
Securities Act or without an exemption from
registration of your new debentures from those
requirements, you may incur liability under the
Securities Act. We will not assume or indemnify
you against that liability.
Each broker-dealer that receives new debentures
for its own account in exchange for old debentures
that were acquired by such broker-dealer as a
result of market-making or other trading
activities may be a statutory underwriter and must
acknowledge that it will comply with the
prospectus delivery requirements of the Securities
Act in connection with any resale of the new
debentures. A broker-dealer may use this
prospectus for an offer to resell, resale or other
transfer of the new debentures. See "Plan of
Distribution."
4
<PAGE>
Consequences of Failure to
Exchange..................
If you do not exchange your old debentures for new
debentures, you will not be able to offer, sell or
otherwise transfer the old debentures except:
. in compliance with the registration requirements
of the Securities Act and any other applicable
securities laws;
. pursuant to an exemption from the securities
laws; or
. in a transaction not subject to the securities
laws.
Old debentures that remain outstanding after
completion of the exchange offer will continue to
bear a legend reflecting these restrictions on
transfer. In addition, upon completion of the
exchange offer, you will not be entitled to any
rights to have the resale of old debentures
registered under the Securities Act, and we
currently do not intend to register under the
Securities Act the resale of any old debentures
that remain outstanding after completion of the
exchange offer.
Expiration Date............
The exchange offer will expire at 5:00 p.m., New
York City time, on June 8, 2000, unless we extend
it. We do not currently intend to extend the
exchange offer.
Interest on the New Interest on the new debentures will accrue at the
Debentures................ rate of 8 1/4% from the date of the last periodic
payment of interest on the old debentures or, if
no interest has been paid, from the original issue
date of the old debentures. No additional interest
will be paid on old debentures tendered and
accepted for exchange.
Conditions to the Exchange The exchange offer is subject to customary
Offer..................... conditions, including that:
. the exchange offer does not violate applicable
law or any applicable interpretation of the SEC
staff;
. the old debentures are validly tendered in
accordance with the exchange offer; and
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. no action or proceeding would impair our ability
to proceed with the exchange offer.
Procedures for Tendering
Old Debentures............
If you wish to accept the exchange offer, you must
complete, sign and date the letter of transmittal
and mail or otherwise deliver it, together with
your old debentures to be exchanged and any other
required documentation, to The Bank of New York,
as exchange agent, at the address specified on the
cover page of the letter of transmittal.
Alternatively, you can tender your old debentures
by following the procedures for book-entry
transfer, as described under "The Exchange Offer--
Book-Entry Transfer." Questions regarding the
tender of old debentures or the exchange offer
generally should be directed to the exchange agent
at one of its addresses specified in "The Exchange
Offer--Exchange Agent."
5
<PAGE>
Guaranteed Delivery If you wish to tender your old debentures and you
Procedures................ cannot get the required documents to the exchange
agent by the expiration date, you may tender your
old debentures according to the guaranteed
delivery procedures described under the heading
"The Exchange Offer--Guaranteed Delivery
Procedures."
Withdrawal Rights.......... You may withdraw the tender of your old debentures
at any time before 5:00 p.m., New York City time,
on the expiration date of the exchange offer. To
withdraw, you must send a written notice of
withdrawal to the exchange agent at one of its
addresses specified in "The Exchange Offer--
Exchange Agent" before 5:00 p.m., New York City
time, on the expiration date of the exchange
offer.
Acceptance of Old
Debentures and Delivery
of New Debentures.........
We will accept for exchange any and all old
debentures that are properly tendered in the
exchange offer before 5:00 p.m., New York City
time, on the expiration date, as long as all of
the terms and conditions of the exchange offer are
met. We will deliver the new debentures promptly
following the expiration date.
Certain Tax We believe that the exchange of old debentures for
Considerations............ new debentures should not be a taxable transaction
for U.S. federal income tax purposes, but you
should see the discussion under "Certain United
States Federal Income Tax Considerations"
beginning on page 124 for more information.
Exchange Agent............. The Bank of New York is serving as exchange agent
for the exchange offer.
Use of Proceeds............ We will not receive any proceeds from the issuance
of the new debentures. We are making the exchange
offer solely to satisfy our obligations under the
registration rights agreement.
6
<PAGE>
TERMS OF THE NEW DEBENTURES
Set forth below is a summary description of the terms of the new debentures.
We refer you to "Description of the Debentures," beginning on page 106, for a
more complete description of the terms of the new debentures.
<TABLE>
<C> <S>
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Issuer.......................... Liberty Media Corporation
Securities Offered.............. $1,000,000,000 aggregate principal amount of
8 1/4% Senior Debentures due February 1,
2030
Maturity Date................... February 1, 2030
Interest Payment Dates.......... February 1 and August 1, commencing August
1, 2000
Form and Denominations of
Debentures..................... The new debentures will be issued in
denominations of $1,000 and integral
multiples thereof. The new debentures will
be in book-entry form and will be
represented by one or more global
debentures, deposited with, or on behalf of
The Depository Trust Company. Interests in
the global debentures will be shown on, and
transfers will be effected only through,
records maintained by DTC and its
participants. See "Description of the
Debentures--General" and
"--Form, Denomination and Registration."
Ranking......................... The new debentures will be unsecured general
obligations and will rank equally with all
of our existing and future unsecured and
unsubordinated indebtedness. The new
debentures will effectively rank junior to
all of our secured indebtedness with respect
to the value of our assets securing that
indebtedness and to all of the liabilities,
including trade payables, of our
subsidiaries.
Redemption...................... The debentures will not be subject to
redemption by us prior to maturity.
Certain Covenants............... The indenture governing the debentures
contains certain covenants, including
covenants with respect to:
. limitations on liens;
. limitations on sale and leasebacks;
and
. limitations on certain merger,
consolidation and similar
transactions.
These covenants are subject to a number of
important qualifications and exceptions. See
"Description of the Debentures--Certain
Covenants."
</TABLE>
7
<PAGE>
RISK FACTORS
An investment in the debentures involves risks. See "Risk Factors" beginning
on page 10 for a discussion of factors you should carefully consider before
deciding to invest in the debentures.
8
<PAGE>
Summary Historical Financial Data
In the table below we provide you with selected historical consolidated
financial data of Liberty. We derived the historical consolidated financial
data from our consolidated financial statements included elsewhere in this
prospectus.
Liberty has been a wholly owned subsidiary of TCI since August 1994. On March
9, 1999, AT&T acquired TCI in a merger transaction. For financial reporting
purposes, the merger of AT&T and TCI is deemed to have occurred on March 1,
1999. In connection with the merger, the assets and liabilities of Liberty were
adjusted to their respective fair values pursuant to the purchase method of
accounting. For periods prior to March 1, 1999, the assets and liabilities of
Liberty and the related consolidated results of operations are referred to
below as "Old Liberty," and for periods subsequent to February 28, 1999, the
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assets and liabilities of Liberty and the related consolidated results of
operations are referred to as "New Liberty." In connection with the merger, TCI
effected an internal restructuring as a result of which certain assets and
approximately $5.5 billion in cash were contributed to Liberty.
The financial data presented below are not necessarily comparable from period
to period as a result of several transactions, including acquisitions and
dispositions of consolidated subsidiaries. For this and other reasons, you
should read the selected historical financial data provided below in
conjunction with our consolidated financial statements and accompanying notes
beginning on page F-1 and the discussion under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" beginning on
page 21.
<TABLE>
<CAPTION>
New Liberty Old Liberty
------------ ---------------------------------
Ten months Two months Year ended
ended ended December 31,
December 31, February 28, -------------------
1999 1999 1998 1997
------------ ----------------------- --------
(in millions, except ratios)
<S> <C> <C> <C> <C>
Operating Data:
Revenue....................... $ 729 235 1,359 1,225
Operating loss................ (2,214) (158) (431) (260)
Interest expense.............. (287) (25) (104) (40)
Share of losses of affiliates,
net.......................... (904) (66) (1,002) (785)
Gain on dispositions, net..... 4 14 2,449 406
Net income (loss)............. (1,975) (70) 622 (470)
Balance Sheet Data (at period
end):
Cash and cash equivalents..... $ 1,714 31 228 100
Short-term investments........ 378 125 159 248
Investments in affiliates..... 15,922 3,971 3,079 2,359
Investment in Time Warner,
Inc.......................... 8,202 7,361 7,083 3,538
Investment in Sprint
Corporation.................. 10,186 3,381 2,446 --
Total assets.................. 58,650 16,886 15,783 7,735
Debt including current
portion...................... 3,277 2,087 2,096 785
Stockholder's equity.......... 38,408 9,449 9,230 4,721
Other Data:
Ratio of earnings to fixed
charges (a).................. -- 5.12x 11.03x 2.06x
</TABLE>
- --------
(a) The ratio of earnings to fixed charges of Liberty was less than 1.00x for
the ten-month period ended December 31, 1999. Thus, earnings available for
fixed charges were inadequate to cover fixed charges for that period. The
amount of the coverage deficiencies for the ten-month period ended December
31, 1999, was $2,797 million. For the ratio calculations, earnings
available for fixed charges consist of earnings (losses) before income
taxes plus fixed charges, distributions from and losses of less than 50%-
owned affiliates with debt not guaranteed by Liberty (net of earnings not
distributed of less than 50%-owned affiliates) and minority interests in
(earnings) losses of consolidated subsidiaries. Fixed charges consist of:
. interest on debt, including interest related to debt guaranteed by
Liberty of less than 50%-owned affiliates where the investment in such
affiliates results in the recognition of a loss;
. Liberty's proportionate share of interest of 50%-owned affiliates;
. that portion of rental expense which Liberty believes to be
representative of interest (one-third of rental expense); and
. amortization of debt issuance costs.
9
<PAGE>
RISK FACTORS
An investment in the new debentures involves risk. You should carefully
consider the following factors as well as the other information included in
this prospectus before deciding to exchange your old debentures for new
debentures. Any of the following risks could have a material adverse effect on
our business, financial condition or results of operations or on the value of
the new debentures.
http://www.sec.gov/Archives/edgar/data/1082114/0000940180-00-000543.txt[10/18/2011 12:21:22 PM]

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