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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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England and Wales
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98-1112770
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Griffin House, 161 Hammersmith Rd, London, United Kingdom
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W6 8BS
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Liberty Global Class A Ordinary Shares, nominal value $0.01 per share
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Nasdaq Global Select Market
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Liberty Global Class B Ordinary Shares, nominal value $0.01 per share
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Nasdaq Global Select Market
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Liberty Global Class C Ordinary Shares, nominal value $0.01 per share
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Nasdaq Global Select Market
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Large Accelerated Filer þ
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Accelerated Filer ¨
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Non-Accelerated Filer ¨
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Smaller Reporting Company ¨
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Emerging Growth Company ¨
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Page
Number
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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Form 10-K Summary
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Brand
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Entity
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Location
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Ownership
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Virgin Media
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United Kingdom & Ireland
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100.0%
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Unitymedia
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Germany
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100.0%
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Telenet
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Belgium & Luxembourg
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59.7%
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UPC Holding
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Switzerland, Poland, Hungary, Romania, Czech Republic, Slovakia
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100.0%
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VodafoneZiggo
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Netherlands
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50.0%
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•
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On June 19, 2017, Telenet Group Holding N.V. (Telenet) acquired Coitel Brabant sprl, operating under the brand name SFR BeLux (SFR BeLux), which provided broadband operations in Belgium (Brussels and Wallonia) and Luxembourg.
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•
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On May 16, 2016, we acquired Cable & Wireless Communications Limited (C&W), a provider of telecommunication services, including mobile and high-speed broadband, focused in Latin America and the Caribbean. In connection with the Split-off Transaction referenced below under —Dispositions, we transferred C&W to Liberty Latin America Ltd. (Liberty Latin America).
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•
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On February 11, 2016, Telenet acquired BASE Company N.V. (BASE), the third-largest mobile network operator in Belgium.
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•
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On June 3, 2015, we acquired, together with investment funds affiliated with Searchlight Capital Partners, L.P., Choice Cable TV, a cable and broadband services provider in Puerto Rico, which was integrated into the operations of Liberty Cablevision of Puerto Rico LLC. In connection with the Split-off Transaction referenced below under —Dispositions, we transferred Liberty Cablevision of Puerto Rico LLC to Liberty Latin America.
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•
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In November 2014, we gained control of Ziggo Holding B.V. (Ziggo), a provider of video, broadband internet, fixed-line telephony and mobile services in the Netherlands, and integrated Ziggo into our Netherlands broadband operations. This business was contributed to form the VodafoneZiggo JV (defined below), a 50:50 joint venture, on December 31, 2016.
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•
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On July 31, 2018, we completed the sale of our Austrian operations (UPC Austria) to Deutsche Telekom AG (Deutsche Telekom). In connection with the sale of UPC Austria, we have agreed to provide certain transitional services to Deutsche Telekom for a period of up to four years. These services principally comprise network and information technology-related functions.
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•
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On December 29, 2017, we effected the split-off of our LiLAC Group by distributing 100% of the common shares of Liberty Latin America to holders of our then LiLAC ordinary shares. The “LiLAC Group” consisted of our businesses, assets and liabilities in Latin America and the Caribbean, including C&W, VTR.com SpA, a 60% interest in Liberty Cablevision of Puerto Rico LLC and related cash and cash equivalents and indebtedness. Following such distribution, the LiLAC Shares were redesignated as deferred shares (with virtually no economic rights) and subsequently canceled. Also, Liberty Latin America became a separate publicly traded company.
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•
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On December 31, 2016, our company and Vodafone Group Plc (Vodafone) contributed our respective operations in the Netherlands to VodafoneZiggo Group Holding B.V., a 50:50 joint venture (referred to herein as the VodafoneZiggo JV). We treat the VodafoneZiggo JV as an equity investment.
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•
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On January 31, 2014, we sold substantially all of our programming interest held through Chellomedia B.V.
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Title of shares
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Number of shares
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Average price paid per share*
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Aggregate purchase price*
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|||||
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in millions
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|||||
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Liberty Global Class A
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15,649,900
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$
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29.67
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$
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464.4
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Liberty Global Class C
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54,211,059
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$
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28.51
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$
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1,545.6
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•
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economic and business conditions and industry trends in the countries in which we or our affiliates operate;
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•
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the competitive environment in the industries in the countries in which we or our affiliates operate, including competitor responses to our products and services;
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•
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fluctuations in currency exchange rates and interest rates;
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•
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instability in global financial markets, including sovereign debt issues and related fiscal reforms;
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•
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consumer disposable income and spending levels, including the availability and amount of individual consumer debt;
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•
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changes in consumer television viewing preferences and habits;
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•
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consumer acceptance of our existing service offerings, including our cable television, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;
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•
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our ability to manage rapid technological changes;
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•
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our ability to maintain or increase the number of subscriptions to our cable television, broadband internet, fixed-line telephony and mobile service offerings and our average revenue per household;
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•
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our ability to provide satisfactory customer service, including support for new and evolving products and services;
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•
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our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;
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•
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the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;
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•
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changes in, or failure or inability to comply with, government regulations in the countries in which we or our affiliates operate and adverse outcomes from regulatory proceedings;
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•
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government intervention that requires opening our broadband distribution networks to competitors, such as the obligations imposed in Belgium;
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•
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our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions (including the pending dispositions of the Vodafone Disposal Group and UPC Switzerland) and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions;
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•
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our ability to successfully acquire new businesses and, if acquired, to integrate, realize anticipated efficiencies from, and implement our business plan with respect to, the businesses we have acquired or that we expect to acquire;
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•
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changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.K., the U.S. or in other countries in which we or our affiliates operate;
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•
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changes in laws and government regulations that may impact the availability and cost of capital and the derivative instruments that hedge certain of our financial risks;
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•
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the ability of suppliers and vendors (including our third-party wireless network providers under our mobile virtual network operator (MVNO) arrangements) to timely deliver quality products, equipment, software, services and access;
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•
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the availability of attractive programming for our video services and the costs associated with such programming, including retransmission and copyright fees payable to public and private broadcasters;
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•
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uncertainties inherent in the development and integration of new business lines and business strategies;
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•
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our ability to adequately forecast and plan future network requirements, including the costs and benefits associated with the planned Network Extensions;
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•
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the availability of capital for the acquisition and/or development of telecommunications networks and services;
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•
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problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;
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•
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the leakage of sensitive customer data;
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•
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the outcome of any pending or threatened litigation;
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•
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the loss of key employees and the availability of qualified personnel;
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•
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changes in the nature of key strategic relationships with partners and joint venturers;
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•
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our equity capital structure; and
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•
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events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics and other similar events.
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Homes
Passed
(1)
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Two-way
Homes
Passed
(2)
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Cable Customer
Relationships
(3)
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Total
RGUs
(4)
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Video
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|||||||||||||||||
Basic Video Subscribers
(5)
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Enhanced Video
Subscribers
(6)
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DTH
Subscribers
(7)
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Total
Video
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Internet Subscribers
(8)
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Telephony Subscribers
(9)
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Mobile Subscribers (10)
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||||||||||||||||||||
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|||||||||||
Continuing operations:
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|||||||||||
United Kingdom
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14,417,300
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14,410,300
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5,509,400
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13,667,800
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|
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—
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|
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3,872,000
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—
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3,872,000
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5,224,600
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4,571,200
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3,039,500
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Belgium
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3,350,700
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3,350,700
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2,115,000
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4,853,800
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201,200
|
|
|
1,738,700
|
|
|
—
|
|
|
1,939,900
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|
|
1,657,800
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1,256,100
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2,731,000
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Switzerland (11)
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2,338,200
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2,338,200
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1,115,800
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2,302,900
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|
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437,200
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|
|
645,800
|
|
|
—
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1,083,000
|
|
|
700,300
|
|
|
519,600
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|
|
|
146,300
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|
Ireland
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923,000
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|
|
890,500
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|
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437,200
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|
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999,100
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4,500
|
|
|
266,600
|
|
|
—
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|
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271,100
|
|
|
375,700
|
|
|
352,300
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|
|
|
81,500
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Poland
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3,463,800
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|
|
3,408,900
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|
|
1,447,800
|
|
|
3,052,700
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|
|
180,500
|
|
|
1,042,700
|
|
|
—
|
|
|
1,223,200
|
|
|
1,175,200
|
|
|
654,300
|
|
|
|
3,200
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|
Slovakia
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613,900
|
|
|
599,100
|
|
|
194,100
|
|
|
391,200
|
|
|
27,700
|
|
|
142,300
|
|
|
—
|
|
|
170,000
|
|
|
136,800
|
|
|
84,400
|
|
|
|
—
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|
Total continuing operations
|
25,106,900
|
|
|
24,997,700
|
|
|
10,819,300
|
|
|
25,267,500
|
|
|
851,100
|
|
|
7,708,100
|
|
|
—
|
|
|
8,559,200
|
|
|
9,270,400
|
|
|
7,437,900
|
|
|
|
6,001,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Germany
|
13,136,200
|
|
|
13,060,200
|
|
|
7,175,900
|
|
|
13,279,300
|
|
|
4,675,500
|
|
|
1,607,500
|
|
|
—
|
|
|
6,283,000
|
|
|
3,615,500
|
|
|
3,380,800
|
|
|
|
283,300
|
|
Romania
|
3,153,800
|
|
|
3,118,000
|
|
|
965,900
|
|
|
2,086,300
|
|
|
222,000
|
|
|
698,600
|
|
|
—
|
|
|
920,600
|
|
|
592,400
|
|
|
573,300
|
|
|
|
—
|
|
Hungary
|
1,828,000
|
|
|
1,810,600
|
|
|
862,900
|
|
|
2,063,400
|
|
|
68,300
|
|
|
623,600
|
|
|
—
|
|
|
691,900
|
|
|
694,400
|
|
|
677,100
|
|
|
|
109,900
|
|
Czech Republic
|
1,549,100
|
|
|
1,529,300
|
|
|
616,400
|
|
|
1,239,600
|
|
|
170,300
|
|
|
369,200
|
|
|
—
|
|
|
539,500
|
|
|
506,100
|
|
|
194,000
|
|
|
|
—
|
|
DTH
|
—
|
|
|
—
|
|
|
780,800
|
|
|
803,200
|
|
|
—
|
|
|
—
|
|
|
780,800
|
|
|
780,800
|
|
|
11,200
|
|
|
11,200
|
|
|
|
—
|
|
Total discontinued operations
|
19,667,100
|
|
|
19,518,100
|
|
|
10,401,900
|
|
|
19,471,800
|
|
|
5,136,100
|
|
|
3,298,900
|
|
|
780,800
|
|
|
9,215,800
|
|
|
5,419,600
|
|
|
4,836,400
|
|
|
|
393,200
|
|
(1)
|
Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially extending the distribution plant, except for DTH homes. Certain of our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. We do not count homes passed for DTH. Due to the fact that we do not own the partner networks (defined below) used in Switzerland (see note 10 below), we do not report homes passed for Switzerland’s partner networks.
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(2)
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Two-way Homes Passed are Homes Passed by those sections of our networks that are technologically capable of providing two-way services, including video, internet and telephony services.
|
(3)
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Cable Customer Relationships are the number of customers who receive at least one of our video, internet or telephony services that we count as Revenue Generating Units (RGUs), without regard to which or to how many services they subscribe. Cable Customer Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two Cable Customer Relationships. We exclude mobile-only customers from Cable Customer Relationships.
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(4)
|
RGU is separately a Basic Video Subscriber, Enhanced Video Subscriber, DTH Subscriber, Internet Subscriber or Telephony Subscriber (each as defined and described below). A home, residential multiple dwelling unit, or commercial unit may contain one or more RGUs. For example, if a residential customer in our U.K. market subscribed to our enhanced video service, fixed-line telephony service and broadband internet service, the customer would constitute three RGUs. Total RGUs is the sum of Basic Video, Enhanced Video, DTH, Internet and Telephony Subscribers. RGUs generally are counted on a unique premises basis such that a given premises does not count as more than one RGU for any given service. On the other hand, if an individual receives one of our services in two premises (e.g., a primary home and a vacation home), that individual will count as two RGUs for that service. Each bundled cable, internet or telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., VIP subscribers or free service to employees) generally are not counted as RGUs. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard, our December 31, 2018 RGU counts exclude our separately reported postpaid and prepaid mobile subscribers.
|
(5)
|
Basic Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video service over our broadband network either via an analog video signal or via a digital video signal without subscribing to any recurring monthly service that requires the use of encryption-enabling technology. Encryption-enabling technology includes smart cards, or other integrated or virtual technologies that we use to provide our enhanced service offerings. We count RGUs on a unique premises basis. In other words, a subscriber with multiple outlets in one premises is counted as one RGU and a subscriber with two homes and a subscription to our video service at each home is counted as two RGUs. In Europe, we have approximately 194,600 “lifeline” customers that are counted on a per connection basis, representing the least expensive regulated tier of video cable service, with only a few channels.
|
(6)
|
Enhanced Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video service over our broadband network or through a partner network via a digital video signal while subscribing to any recurring monthly service that requires the use of encryption-enabling technology. Enhanced Video Subscribers are counted on a unique premises basis. For example, a subscriber with one or more set-top boxes that receives our video service in one premises is generally counted as just one subscriber. An Enhanced Video Subscriber is not counted as a Basic Video Subscriber. As we migrate customers from basic to enhanced video services, we report a decrease in our Basic Video Subscribers equal to the increase in our Enhanced Video Subscribers. Subscribers to enhanced video services provided by our operations in Switzerland over partner networks receive basic video services from the partner networks as opposed to our operations.
|
(7)
|
DTH Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming broadcast directly via a geosynchronous satellite.
|
(8)
|
Internet Subscriber is a home, residential multiple dwelling unit or commercial unit that receives internet services over our networks, or that we service through a partner network. In Switzerland, we offer a 2 Mbps internet service to our Basic and Enhanced Video Subscribers without an incremental recurring fee. Our Internet Subscribers in Switzerland include 76,300 subscribers who have requested and received this service.
|
(9)
|
Telephony Subscriber is a home, residential multiple dwelling unit or commercial unit that receives voice services over our networks, or that we service through a partner network. Telephony Subscribers exclude mobile telephony subscribers. In Switzerland, we offer a basic phone service to our Basic and Enhanced Video Subscribers without an incremental recurring fee. Our Telephony Subscribers in Switzerland include 149,500 subscribers who have requested and received this service.
|
(10)
|
Pursuant to service agreements, Switzerland offers enhanced video, broadband internet and telephony services over networks owned by third-party cable operators (“partner networks”). A partner network RGU is only recognized if there is a direct billing relationship with the customer. At December 31, 2018, Switzerland’s partner networks account for 126,200 Customer Relationships, 298,400 RGUs, 107,000 Enhanced Video Subscribers, 109,000 Internet Subscribers, and 82,400 Telephony Subscribers.
|
(11)
|
Our Mobile Subscriber count represents the number of active subscriber identification module (SIM) cards in service rather than services provided. For example, if a Mobile Subscriber has both a data and voice plan on a smartphone this would equate to one Mobile
|
|
Continuing Operations
|
|
Discontinued Operations
|
||||||||||||||||
|
U.K.
|
|
Belgium
|
|
Switzerland
|
|
Ireland
|
|
Poland
|
|
Slovakia
|
|
Germany
|
|
Hungary
|
|
Romania
|
|
Czech Republic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product Penetration:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cable television penetration (1)
|
27
|
|
58
|
|
46
|
|
29
|
|
35
|
|
28
|
|
48
|
|
38
|
|
29
|
|
35
|
Enhanced video penetration (2)
|
100
|
|
90
|
|
60
|
|
98
|
|
85
|
|
84
|
|
26
|
|
90
|
|
76
|
|
68
|
Broadband internet penetration (3)
|
36
|
|
49
|
|
30
|
|
42
|
|
34
|
|
23
|
|
28
|
|
38
|
|
19
|
|
33
|
Fixed telephony penetration (3)
|
32
|
|
37
|
|
22
|
|
40
|
|
19
|
|
14
|
|
26
|
|
37
|
|
18
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Double-play penetration (4)
|
19
|
|
21
|
|
16
|
|
35
|
|
33
|
|
23
|
|
14
|
|
14
|
|
12
|
|
53
|
Triple-play penetration (4)
|
64
|
|
54
|
|
45
|
|
47
|
|
39
|
|
39
|
|
35
|
|
62
|
|
52
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-Mobile Convergence penetration (5)
|
20
|
|
41
|
|
14
|
|
11
|
|
—(6)
|
|
—
|
|
5
|
|
11
|
|
—
|
|
—
|
(1)
|
Percentage of total homes passed that subscribe to cable television services (Basic Video or Enhanced Video).
|
(2)
|
Percentage of cable television subscribers (Basic Video and Enhanced Video Subscribers) that are Enhanced Video Subscribers.
|
(3)
|
Percentage of two-way homes passed that subscribe to broadband internet or fixed-line telephony services, as applicable.
|
(4)
|
Percentage of total customers that subscribe to two services (double-play customers) or three services (triple-play customers) offered by our operations (video, broadband internet and fixed-line telephony).
|
(5)
|
Fixed-Mobile Convergence penetration represents the number of customers who subscribe to both our internet service and our postpaid mobile service, divided by the number of customers who subscribe to our internet service.
|
(6)
|
Fixed-Mobile Convergence penetration in Poland is less than 1%.
|
|
Continuing Operations
|
|
Discontinued Operations
|
||||||||||||||||
|
U.K.
|
|
Belgium
|
|
Switzerland
|
|
Ireland
|
|
Poland
|
|
Slovakia
|
|
Germany
|
|
Hungary
|
|
Romania
|
|
Czech Republic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Video services (excluding DTH):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latest Next Generation Video Platform
|
TiVo/V6
|
|
Digital TV(5)
|
|
Horizon/Eos
|
|
Horizon
|
|
Horizon
|
|
Horizon Lite(5)
|
|
Horizon
|
|
Horizon Lite(5)
|
|
Horizon Lite(5)
|
|
Horizon/Horizon Lite(5)
|
Number of Next Generation Video percentage(1)
|
96
|
|
90
|
|
32
|
|
70
|
|
53
|
|
64
|
|
12
|
|
35
|
|
17
|
|
51
|
Availability of Replay TV
|
—
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
—
|
|
X
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadband internet service:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum download speed offered (Mbps)
|
350
|
|
400(4)
|
|
500
|
|
360(4)
|
|
500(4)(6)
|
|
500
|
|
400(6)
|
|
500
|
|
500
|
|
500
|
Bandwidth percentage(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at least 860 MHz
|
76
|
|
79
|
|
100
|
|
63
|
|
100
|
|
99
|
|
99
|
|
70
|
|
98
|
|
99
|
750 MHz to 859 MHz
|
19
|
|
—
|
|
—
|
|
33
|
|
—(8)
|
|
—
|
|
—
|
|
26
|
|
—(8)
|
|
—(8)
|
less than 750 MHz
|
5
|
|
21
|
|
—
|
|
4
|
|
—(8)
|
|
1
|
|
1
|
|
4
|
|
2
|
|
1
|
Mobile services (in 000’s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Mobile SIM cards(3)
|
3,040
|
|
2,731
|
|
146
|
|
81
|
|
3(7)
|
|
—
|
|
283
|
|
110
|
|
—
|
|
—
|
Prepaid
|
377
|
|
489
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Postpaid
|
2,663
|
|
2,242
|
|
146
|
|
81
|
|
3
|
|
—
|
|
283
|
|
110
|
|
—
|
|
—
|
(1)
|
Percentage of total cable television subscribers that have next generation video.
|
(2)
|
Percentage of total homes passed served by a network with the indicated bandwidth.
|
(3)
|
Represents the number of active SIM cards in service. See note 10 to Consolidated Operating Data table above for how these are counted.
|
(4)
|
For business customers, speeds of up to: 500 Mbps in Belgium, 400 Mbps in Ireland and 600 Mbps in Poland, are available.
|
(5)
|
Refers to an upgraded set-top box system that provides several features of Horizon TV (defined below) in the home.
|
(6)
|
Speeds of up to 1 Gbps available in limited areas.
|
(7)
|
Limited to legacy subscribers.
|
(8)
|
Less than 1%.
|
•
|
VoIP and circuit-switch telephony, hosted private branch exchange solutions and conferencing options;
|
•
|
data services for internet access, virtual private networks and high capacity point-to-point services;
|
•
|
wireless services for mobile voice and data, as well as managed WiFi networks;
|
•
|
video programming packages and select channel lineups for targeted industries; and
|
•
|
value added services, including webhosting, managed security systems and storage and cloud enabled software.
|
•
|
recapturing bandwidth and optimizing our networks by:
|
◦
|
increasing the number of nodes in our markets;
|
◦
|
increasing the bandwidth of our hybrid fiber coaxial cable network to 1 GHz;
|
◦
|
converting analog channels to digital;
|
◦
|
bonding additional DOCSIS 3.0 channels;
|
◦
|
replacing copper lines with modern optic fibers; and
|
◦
|
using digital compression technologies.
|
•
|
freeing spectrum for high-speed internet, VoD and other services by encouraging customers to move from analog to digital services;
|
•
|
increasing the efficiency of our networks by moving headend functions (encoding, transcoding and multiplexing) to cloud storage systems;
|
•
|
enhancing our network to accommodate business services;
|
•
|
using wireless technologies to extend our services outside of the home;
|
•
|
offering remote access to our video services through laptops, smart phones and tablets;
|
•
|
expanding the availability of Horizon TV and Virgin TV Go, as well as Horizon 4, and related products and developing and introducing online media sharing and streaming or cloud-based video; and
|
•
|
testing new technologies.
|
•
|
proposition (exceeding our customers' entertainment desires and expectations);
|
•
|
product (delivering the best content available);
|
•
|
procurement (investment in the best brands, shows and sports); and
|
•
|
partnering (strategic alignment, acquisitions and growth opportunities).
|
•
|
Virgin Media. Virgin Media’s digital television services compete primarily with FTA television and with Sky, the primary pay satellite television provider. Sky offers competitively priced triple-play and quad-play services in the U.K. and Ireland. Other significant competitors are BT and TalkTalk Telecom Group plc (TalkTalk) in the U.K. and Eircom Limited in Ireland, each of which offer triple-play services, as well as IPTV video services. Each of these competitors have multimedia home gateways.
|
•
|
Telenet. Telenet’s principal competitor is Proximus, the incumbent telecommunications operator, which has interactive digital television, replay television, VoD and HD service as part of its video offer, as well as a remote access service. Proximus offers customers a wide range of both individual and bundled services at competitive prices. Also, Telenet and other Belgian cable operators must give alternative providers access to their cable networks. Orange Belgium N.V. (Orange Belgium) gained such access in 2016 and currently offers its mobile subscribers a dual play bundle, including enhanced video and broadband internet services. Telenet may face increased competition from other providers of video services who take advantage of the wholesale access and may be able to offer triple- and quad-play services. For more information on wholesale access, see Regulatory Matters—Belgium.
|
•
|
UPC Switzerland. Our main competitor in Switzerland is Swisscom, the incumbent telecommunications operator, which provides IPTV services over DSL, VDSL and FTTx networks. Swisscom offers VoD services, DVR and replay functionality and HD channels, as well as the functionality to allow remote access to its video services, and has exclusive rights to distribute certain sports programming. Sunrise is also a significant competitor with its fixed-mobile converged bundles. In this saturated market, price competition is a significant factor. To compete effectively in Switzerland, UPC Switzerland is promoting Horizon 4 (marketed as “UPC TV”), as well as Horizon TV, and related family of products together with Replay TV and VoD, giving subscribers the ability to personalize their programming and viewing preferences. UPC Switzerland also has its own exclusive sports channel, My Sports, and aggregates third-party apps (e.g. Netflix and YouTube). It also uses its high-speed internet of up to 50, 200 or 500 Mbps to promote its extended digital tier bundles and offer mobile services.
|
•
|
Virgin Media. In the U.K., we have a number of significant competitors in the market for broadband internet services, including fixed-line incumbent telecommunications providers. Of these broadband internet providers, BT is the largest, which provides broadband internet access services to both its own retail customers and third-party retail providers over its own DSL network. BT has announced its intention to rollout ultrafast speeds of up to at least 300 Mbps by the end of 2020 to up to 5.7 million premises using G.fast technology, a DSL standard applied over copper local loops. BT has also set out its intention to rollout a FTTx service supporting 1 Gbps to three million homes and businesses by 2020 with a target to cover 10 million homes by 2025. As a result of these objectives, BT has launched a range of ultrafast packages offering speeds of up to 150 Mbps and 300 Mbps, respectively, using a combination of G.fast and FTTx technology, which are currently available to two million U.K. homes.
|
•
|
Telenet. In the Flanders region of Belgium, Telenet is the leading provider of residential broadband internet services. Telenet’s primary competitor is the DSL service provider Proximus. Proximus is a well-established competitor offering quad-play bundles. Proximus’ DSL and VDSL services provide download speeds up to 100 Mbps. Mobile broadband penetration continues to increase, reaching nearly 80% of the total population by year-end 2017 based on the BIPT 2017 Annual Report. Similar to its video services, Telenet faces competition in the provision of internet services from other providers who have wholesale access to Telenet’s cable network. Through such access, Orange Belgium currently offers its mobile subscribers a dual-play bundle including enhanced video and broadband internet services. In this competitive market, Telenet is using its fixed-mobile converged offers to promote its internet and other services.
|
•
|
UPC Switzerland. In Switzerland, Swisscom is the largest provider of broadband internet services, and is UPC Switzerland’s primary competitor. Swisscom internet customers have access to its basic video content free of charge through its internet portal. It is also expanding its FTTx network and rolling out G.fast technology. Swisscom offers download speeds ranging from 40 Mbps to up to 1 Gbps. Swisscom’s internet speeds include 40 Mbps to 100 Mbps on its VDSL network and up to 1 Gbps in areas served by its FTTx network. Swisscom continues to expand its FTTx network to Switzerland households in our footprint, as well as in our partner network footprints. It has built its FTTx network in several cities in cooperation with municipality-owned utility companies and, where no cooperation agreement has been reached, Swisscom is building its own FTTx network. With respect to subscribers on the partner networks, UPC Switzerland competes with other service providers for the contracts to serve these subscribers. In this competitive market, UPC Switzerland increased it introductory speed to 50 Mbps and is promoting its broadband services through its bundled offers.
|
•
|
Licensing and Exclusivity. The Code, similar to the Regulatory Framework, requires Member States to abolish exclusivities on communication networks and services in their territory and allow operators into their markets based on a simple registration. The Code sets forth an exhaustive list of conditions that may be imposed on communication networks and services. Possible obligations include, among other things, financial charges for universal service or for the costs of regulation, environmental requirements, data privacy and other consumer protection rules, “must carry” obligations, provision of customer information to law enforcement agencies and access obligations.
|
•
|
Significant Market Power. Certain of the obligations allowed by the Code, similar to the Regulatory Framework, apply only to operators or service providers with Significant Market Power (defined below) in a relevant market. For example, the provisions of the Code allow the National Regulatory Authority (NRA) in E.U. Member States to mandate certain access obligations only for those operators and service providers that are deemed to have Significant Market Power. For
|
•
|
Video Services. The regulation of distribution, but not the content, of television services to the public is harmonized by the Code. Member States are allowed to impose on certain operators under their jurisdiction reasonable must carry obligations for the transmission of specified radio and television broadcast channels. Such obligations are required to be based on clearly defined general interest objectives, be proportionate and be transparent and subject to periodic review. We are subject to must carry regulations in all markets in which we operate. Must carry regulations are significantly different among Member States. In some cases, these obligations go beyond what we believe is allowable under the Code. To date, however, the European Commission has taken very limited steps to enforce E.U. law in this area, leaving must carry obligations intact in certain Member States. We do not expect the European Commission or the Member States to curtail such obligations in the foreseeable future.
|
•
|
Net Neutrality/Traffic Management/Roaming. In October 2015, the European Parliament adopted the regulation on the first E.U.-wide net neutrality regime. The regulation, which is directly applicable in all Member States, permits the provision of specialized services, optimized for specific content and subjects operators to reasonable traffic management requirements. The regulation also abolished roaming tariffs beginning in June 2017.
|
•
|
risks that relate to the competition we face and the technology used in our businesses;
|
•
|
risks that relate to our operating in overseas markets and being subject to foreign regulation;
|
•
|
risks that relate to certain financial matters; and
|
•
|
other risks, including risks that, among other things, relate to the obstacles that may be faced by anyone who may seek to acquire us.
|
•
|
fluctuations in foreign currency exchange rates;
|
•
|
difficulties in staffing and managing international operations;
|
•
|
potentially adverse tax consequences;
|
•
|
export and import restrictions, custom duties, tariffs and other trade barriers;
|
•
|
increases in taxes and governmental fees;
|
•
|
economic and political instability; and
|
•
|
changes in foreign and domestic laws and policies that govern operations of foreign-based companies.
|
•
|
impair our ability to use our bandwidth in ways that would generate maximum revenue and Adjusted OIBDA;
|
•
|
create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide our customers;
|
•
|
impact our ability to access spectrum for our mobile services;
|
•
|
strengthen our competitors by granting them access and lowering their costs to enter into our markets; and
|
•
|
have a significant adverse impact on our results of operations.
|
•
|
changes in foreign currency exchange rates and disruptions in the capital markets. For example, a sustained period of weakness in the British pound sterling or the euro could have an adverse impact on our liquidity, including our ability to fund repurchases of our equity securities and other U.S. dollar-denominated liquidity requirements;
|
•
|
legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws and directives to replace or replicate, or where previously implemented by enactment of U.K. laws or regulations, to retain, amend or repeal; and
|
•
|
various geopolitical forces may impact the global economy and our business, including, for example, other E.U. member states (in particular those member states where we have operations) proposing referendums to, or electing to, exit the E.U.
|
•
|
incur or guarantee additional indebtedness;
|
•
|
pay dividends or make other upstream distributions;
|
•
|
make investments;
|
•
|
transfer, sell or dispose of certain assets, including subsidiary stock;
|
•
|
merge or consolidate with other entities;
|
•
|
engage in transactions with us or other affiliates; or
|
•
|
create liens on their assets.
|
•
|
fund property and equipment additions or acquisitions that could improve their value;
|
•
|
meet their loan and capital commitments to their business affiliates;
|
•
|
invest in companies in which they would otherwise invest;
|
•
|
fund any operating losses or future development of their business affiliates;
|
•
|
obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets; or
|
•
|
conduct other necessary or prudent corporate activities.
|
•
|
actual or anticipated fluctuations in our revenue and other operating results;
|
•
|
actual operating or financial results that vary from our guidance or the expectations of securities analysts and investors;
|
•
|
changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
|
•
|
actual or anticipated future sales of our ordinary shares by us, our senior management or our other existing shareholders;
|
•
|
investor sentiment with respect to our competitors, our business partners, and our industry in general;
|
•
|
announcements by us or our competitors of significant services or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
changes in operating performance and stock market valuations of companies in our industry, including our competitors;
|
•
|
price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
|
•
|
media coverage of our business and financial performance; and
|
•
|
general domestic and international economic and political conditions.
|
•
|
authorizing a capital structure with multiple classes of ordinary shares; a Class B that entitles the holders to 10 votes per share; a Class A that entitles the holders to one vote per share; and a Class C that, except as otherwise required by applicable law, entitles the holders to no voting rights;
|
•
|
authorizing the issuance of “blank check” shares (both ordinary and preference), which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;
|
•
|
classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors, although under English law, shareholders of our company can remove a director without cause by ordinary resolution;
|
•
|
prohibiting shareholder action by written resolution, thereby requiring all shareholder actions to be taken at a meeting of the shareholders;
|
•
|
requiring the approval of 75% in value of the shareholders (or class of shareholders) and/or English court approval for certain statutory mergers or schemes of arrangements; and
|
•
|
establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.
|
Item 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
|
Total number
of shares
repurchased
|
|
Average
price
paid per
share (a)
|
|
Total number of shares
repurchased as part of
publicly-announced
programs
|
|
Value of shares that may yet be repurchased under the programs
|
||||
|
|
|
|
|
|
|
|
|
||||
October 1, 2018 through October 31, 2018:
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
6,191,700
|
|
|
$
|
25.27
|
|
|
6,191,700
|
|
|
(b)
|
November 1, 2018 through November 30, 2018:
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
4,180,400
|
|
|
$
|
24.32
|
|
|
4,180,400
|
|
|
(b)
|
December 1, 2018 through December 31, 2018:
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
3,049,559
|
|
|
$
|
22.45
|
|
|
3,049,559
|
|
|
(b)
|
Total — October 1, 2018 through December 31, 2018:
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
13,421,659
|
|
|
$
|
24.34
|
|
|
13,421,659
|
|
|
(b)
|
(a)
|
Average price paid per share includes direct acquisition costs.
|
(b)
|
As of December 31, 2018, the remaining amount authorized for share repurchases was $566.2 million.
|
|
December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liberty Global - Class A
|
$
|
108.50
|
|
|
$
|
91.55
|
|
|
$
|
75.29
|
|
|
$
|
88.21
|
|
|
$
|
52.52
|
|
Liberty Global - Class B
|
$
|
110.64
|
|
|
$
|
88.66
|
|
|
$
|
68.59
|
|
|
$
|
77.53
|
|
|
$
|
45.80
|
|
Liberty Global - Class C
|
$
|
112.52
|
|
|
$
|
94.95
|
|
|
$
|
79.10
|
|
|
$
|
90.13
|
|
|
$
|
54.97
|
|
ICB 6500 Telecommunications
|
$
|
102.73
|
|
|
$
|
106.42
|
|
|
$
|
131.72
|
|
|
$
|
131.59
|
|
|
$
|
122.62
|
|
Nasdaq US Benchmark TR Index
|
$
|
112.46
|
|
|
$
|
113.00
|
|
|
$
|
127.70
|
|
|
$
|
155.01
|
|
|
$
|
146.57
|
|
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
in millions
|
||||||||||||||||||
Summary Balance Sheet Data (a):
|
|
||||||||||||||||||
Investments
|
$
|
5,121.8
|
|
|
$
|
6,671.4
|
|
|
$
|
6,388.7
|
|
|
$
|
2,839.3
|
|
|
$
|
1,808.2
|
|
Property and equipment, net
|
$
|
13,878.9
|
|
|
$
|
14,149.0
|
|
|
$
|
12,235.4
|
|
|
$
|
15,676.6
|
|
|
$
|
17,257.2
|
|
Goodwill
|
$
|
13,715.8
|
|
|
$
|
14,354.1
|
|
|
$
|
12,763.9
|
|
|
$
|
21,801.0
|
|
|
$
|
23,281.1
|
|
Total assets (including discontinued operations)
|
$
|
53,153.6
|
|
|
$
|
57,596.8
|
|
|
$
|
68,684.1
|
|
|
$
|
67,645.2
|
|
|
$
|
72,665.2
|
|
Debt and capital lease obligations, including current portion
|
$
|
29,805.2
|
|
|
$
|
32,644.5
|
|
|
$
|
28,843.6
|
|
|
$
|
35,955.7
|
|
|
$
|
35,233.1
|
|
Total equity
|
$
|
4,148.3
|
|
|
$
|
6,393.0
|
|
|
$
|
14,732.0
|
|
|
$
|
10,174.3
|
|
|
$
|
14,116.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
in millions, except per share amounts
|
||||||||||||||||||
Summary Statement of Operations Data (a):
|
|
||||||||||||||||||
Revenue
|
$
|
11,957.9
|
|
|
$
|
11,276.4
|
|
|
$
|
13,731.1
|
|
|
$
|
13,680.0
|
|
|
$
|
13,306.3
|
|
Operating income
|
$
|
839.1
|
|
|
$
|
792.4
|
|
|
$
|
1,570.1
|
|
|
$
|
1,189.1
|
|
|
$
|
936.5
|
|
Earnings (loss) from continuing operations
|
$
|
(1,411.5
|
)
|
|
$
|
(2,350.0
|
)
|
|
$
|
1,650.3
|
|
|
$
|
(1,456.6
|
)
|
|
$
|
(1,239.3
|
)
|
Earnings (loss) from continuing operations attributable to Liberty Global shareholders
|
$
|
(1,532.0
|
)
|
|
$
|
(2,421.4
|
)
|
|
$
|
1,624.5
|
|
|
$
|
(1,546.3
|
)
|
|
$
|
(1,278.2
|
)
|
Basic earnings (loss) from continuing operations attributable to Liberty Global shareholders per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Liberty Global Shares (b)
|
$
|
(1.97
|
)
|
|
$
|
(2.86
|
)
|
|
$
|
1.83
|
|
|
$
|
(1.79
|
)
|
|
|
||
Old Liberty Global Shares (c)
|
|
|
|
|
|
|
$
|
(1.75
|
)
|
|
$
|
(1.60
|
)
|
||||||
Diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Liberty Global Shares (b)
|
$
|
(1.97
|
)
|
|
$
|
(2.86
|
)
|
|
$
|
1.81
|
|
|
$
|
(1.79
|
)
|
|
|
||
Old Liberty Global Shares (c)
|
|
|
|
|
|
|
$
|
(1.75
|
)
|
|
$
|
(1.60
|
)
|
(a)
|
We acquired BASE on February 11, 2016 and Ziggo on November 11, 2014. Our continuing operations also completed a number of less significant acquisitions during the years presented. On December 31, 2016, we completed the VodafoneZiggo JV Transaction, pursuant to which we contributed VodafoneZiggo Holding to the VodafoneZiggo JV. In addition, we acquired C&W on May 16, 2016 and a less significant cable and broadband services provider in Puerto Rico on June 3, 2015, each of which was attributed to the LiLAC Group. Effective December 31, 2017, we completed the Split-off Transaction, pursuant to which the businesses, assets and liabilities of the LiLAC Group were transferred to an independent publicly-traded company. Accordingly, the selected financial data included in this table presents the LiLAC Group as discontinued operations for all applicable periods. For information regarding our acquisitions and dispositions during the past three years, see notes 5 and 6, respectively, to our consolidated financial statements.
|
(b)
|
The per share amounts presented for 2015 relate to the period from July 1, 2015 through December 31, 2015.
|
(c)
|
The per share amounts presented for 2015 relate to the period from January 1, 2015 through June 30, 2015. “Old Liberty Global Shares” refers to our Class A, Class B and Class C ordinary shares that were outstanding prior to being reclassified into Liberty Global Shares in connection with the July 1, 2015 distribution of LiLAC Shares, as further described in note 13 to our consolidated financial statements.
|
•
|
Overview. This section provides a general description of our business and recent events.
|
•
|
Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2018, 2017 and 2016.
|
•
|
Liquidity and Capital Resources. This section provides an analysis of our corporate and subsidiary liquidity, consolidated statements of cash flows and contractual commitments.
|
•
|
Critical Accounting Policies, Judgments and Estimates. This section discusses those material accounting policies that involve uncertainties and require significant judgment in their application.
|
•
|
Quantitative and Qualitative Disclosures about Market Risk. This section provides discussion and analysis of the foreign currency, interest rate and other market risk that our company faces.
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
pro forma
|
||||
|
in millions
|
||||||
|
|
||||||
Increase (decrease) to revenue:
|
|
|
|
||||
U.K./Ireland
|
$
|
34.3
|
|
|
$
|
(12.9
|
)
|
Belgium
|
(9.0
|
)
|
|
(3.7
|
)
|
||
Switzerland
|
1.0
|
|
|
(3.9
|
)
|
||
Central and Eastern Europe
|
(0.2
|
)
|
|
(1.0
|
)
|
||
Total increase (decrease) to revenue
|
$
|
26.1
|
|
|
$
|
(21.5
|
)
|
|
|
|
|
||||
Increase (decrease) to Adjusted OIBDA:
|
|
|
|
||||
U.K./Ireland
|
$
|
27.1
|
|
|
$
|
(26.1
|
)
|
Belgium
|
(9.0
|
)
|
|
(3.7
|
)
|
||
Switzerland
|
(0.2
|
)
|
|
(2.9
|
)
|
||
Central and Eastern Europe
|
(0.5
|
)
|
|
0.8
|
|
||
Total increase (decrease) to Adjusted OIBDA
|
$
|
17.4
|
|
|
$
|
(31.9
|
)
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
pro forma
|
|
|
|
|
|
|
|
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
6,875.1
|
|
|
$
|
6,385.8
|
|
|
$
|
489.3
|
|
|
7.7
|
|
|
$
|
249.5
|
|
|
3.9
|
|
Belgium
|
2,993.6
|
|
|
2,861.6
|
|
|
132.0
|
|
|
4.6
|
|
|
(35.7
|
)
|
|
(1.2
|
)
|
||||
Switzerland
|
1,326.0
|
|
|
1,366.2
|
|
|
(40.2
|
)
|
|
(2.9
|
)
|
|
(50.6
|
)
|
|
(3.7
|
)
|
||||
Central and Eastern Europe
|
492.2
|
|
|
466.5
|
|
|
25.7
|
|
|
5.5
|
|
|
4.5
|
|
|
1.0
|
|
||||
Central and Corporate (a)
|
274.2
|
|
|
189.4
|
|
|
84.8
|
|
|
44.8
|
|
|
59.9
|
|
|
28.9
|
|
||||
Intersegment eliminations
|
(3.2
|
)
|
|
(14.6
|
)
|
|
11.4
|
|
|
N.M.
|
|
|
11.4
|
|
|
N.M.
|
|
||||
Total
|
$
|
11,957.9
|
|
|
$
|
11,254.9
|
|
|
$
|
703.0
|
|
|
6.2
|
|
|
$
|
239.0
|
|
|
2.1
|
|
(a)
|
Amounts primarily include the revenue earned from transition and other services provided to the VodafoneZiggo JV and, during 2018, Deutsche Telekom and Liberty Latin America. For additional information, see notes 6 and 7 to our consolidated financial statements.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in residential cable subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
70.9
|
|
|
$
|
—
|
|
|
$
|
70.9
|
|
ARPU (b)
|
49.3
|
|
|
—
|
|
|
49.3
|
|
|||
Increase in residential cable non-subscription revenue (c)
|
—
|
|
|
6.6
|
|
|
6.6
|
|
|||
Total increase in residential cable revenue
|
120.2
|
|
|
6.6
|
|
|
126.8
|
|
|||
Increase (decrease) in residential mobile revenue (d)
|
(3.8
|
)
|
|
86.6
|
|
|
82.8
|
|
|||
Increase in B2B revenue (e)
|
28.3
|
|
|
4.1
|
|
|
32.4
|
|
|||
Increase in other revenue (f)
|
—
|
|
|
7.5
|
|
|
7.5
|
|
|||
Total organic increase
|
144.7
|
|
|
104.8
|
|
|
249.5
|
|
|||
Impact of FX
|
187.7
|
|
|
52.1
|
|
|
239.8
|
|
|||
Total
|
$
|
332.4
|
|
|
$
|
156.9
|
|
|
$
|
489.3
|
|
(a)
|
The increase in residential cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average number of broadband internet, video and fixed-line telephony RGUs.
|
(b)
|
The increase in residential cable subscription revenue related to a change in ARPU is attributable to (i) a net increase due to (a) higher ARPU from broadband internet services, (b) lower ARPU from fixed-line telephony services and (c) higher ARPU from video services and (ii) an improvement in RGU mix.
|
(c)
|
The increase in residential cable non-subscription revenue is primarily driven by changes in the U.K., including the net effect of (i) increases in interconnect revenue and late fees and (ii) a decrease in cancellation revenue.
|
(d)
|
The decrease in residential mobile subscription revenue is primarily attributable to the net effect of (i) a decrease in the U.K., due primarily to lower ARPU, and (ii) an increase in Ireland, mainly due to an increase in the average number of mobile subscribers. The increase in residential mobile non-subscription revenue is primarily due to an increase in revenue from mobile handset sales in the U.K., which typically generate relatively low margins.
|
(e)
|
The increase in B2B subscription revenue is primarily due to an increase in the average number of broadband internet SOHO subscribers in the U.K. The increase in B2B non-subscription revenue is primarily driven by changes in the U.K., including the net effect of (i) higher revenue related to business network services, (ii) a decrease in interconnect revenue, (iii) lower revenue from wholesale fixed-line telephony services and (iv) lower revenue from data services.
|
(f)
|
The increase in other revenue is primarily due to an increase in broadcasting revenue in Ireland.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase (decrease) in residential cable subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
(57.4
|
)
|
|
$
|
—
|
|
|
$
|
(57.4
|
)
|
ARPU (b)
|
20.2
|
|
|
—
|
|
|
20.2
|
|
|||
Decrease in residential cable non-subscription revenue (c)
|
—
|
|
|
(13.4
|
)
|
|
(13.4
|
)
|
|||
Total decrease in residential cable revenue
|
(37.2
|
)
|
|
(13.4
|
)
|
|
(50.6
|
)
|
|||
Decrease in residential mobile revenue (d)
|
(26.9
|
)
|
|
(26.5
|
)
|
|
(53.4
|
)
|
|||
Increase in B2B revenue (e)
|
26.3
|
|
|
42.0
|
|
|
68.3
|
|
|||
Total organic increase (decrease)
|
(37.8
|
)
|
|
2.1
|
|
|
(35.7
|
)
|
|||
Impact of acquisitions
|
27.7
|
|
|
41.5
|
|
|
69.2
|
|
|||
Impact of disposals
|
(17.4
|
)
|
|
(11.6
|
)
|
|
(29.0
|
)
|
|||
Impact of FX
|
98.0
|
|
|
29.5
|
|
|
127.5
|
|
|||
Total
|
$
|
70.5
|
|
|
$
|
61.5
|
|
|
$
|
132.0
|
|
(a)
|
The decrease in residential cable subscription revenue related to a change in the average number of RGUs is attributable to declines in the average number of video, broadband internet and fixed-line telephony RGUs.
|
(b)
|
The increase in residential cable subscription revenue related to a change in ARPU is attributable to (i) the net effect of (a) higher ARPU from broadband internet and video services and (b) lower ARPU from fixed-line telephony services and (ii) an improvement in RGU mix.
|
(c)
|
The decrease in residential cable non-subscription revenue is primarily attributable to the net effect of (i) a decrease of $5.6 million related to adjustments recorded during 2017 to reflect the expected recovery of certain prior-period VAT payments, (ii) an increase in distribution revenue, (iii) a decrease in late fees and (iv) a decrease in revenue from equipment sales.
|
(d)
|
The decrease in residential mobile subscription revenue is primarily due to the net effect of (i) lower ARPU and (ii) an increase in the average number of mobile subscribers. The decrease in residential mobile non-subscription revenue is primarily attributable to decreases in (a) revenue from the sales of mobile handsets and other devices and (b) interconnect revenue.
|
(e)
|
The increase in B2B subscription revenue is attributable to (i) higher ARPU, as increases in mobile and video SOHO services were only partially offset by a decrease in broadband internet SOHO services, and (ii) an increase in the average number of SOHO subscribers, as increases in broadband internet and video SOHO subscribers were only partially offset by a decrease in mobile subscribers. The increase in B2B non-subscription revenue is primarily due to (a) higher revenue from wholesale services and (b) an increase in interconnect revenue.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Decrease in residential cable subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
(46.3
|
)
|
|
$
|
—
|
|
|
$
|
(46.3
|
)
|
ARPU (b)
|
(42.5
|
)
|
|
—
|
|
|
(42.5
|
)
|
|||
Increase in residential cable non-subscription revenue (c)
|
—
|
|
|
4.5
|
|
|
4.5
|
|
|||
Total increase (decrease) in residential cable revenue
|
(88.8
|
)
|
|
4.5
|
|
|
(84.3
|
)
|
|||
Increase in residential mobile revenue (d)
|
14.9
|
|
|
0.9
|
|
|
15.8
|
|
|||
Increase in B2B revenue (e)
|
1.6
|
|
|
12.6
|
|
|
14.2
|
|
|||
Increase in other revenue
|
—
|
|
|
3.7
|
|
|
3.7
|
|
|||
Total organic increase (decrease)
|
(72.3
|
)
|
|
21.7
|
|
|
(50.6
|
)
|
|||
Impact of acquisitions
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||
Impact of FX
|
7.5
|
|
|
1.9
|
|
|
9.4
|
|
|||
Total
|
$
|
(63.8
|
)
|
|
$
|
23.6
|
|
|
$
|
(40.2
|
)
|
(a)
|
The decrease in residential cable subscription revenue related to a change in the average number of RGUs is attributable to the net effect of (i) declines in the average number of video and broadband internet RGUs and (ii) an increase in the average number of fixed-line telephony RGUs.
|
(b)
|
The decrease in residential cable subscription revenue related to a change in ARPU is primarily attributable to lower ARPU from video, fixed-line telephony and broadband internet services.
|
(c)
|
The increase in residential cable non-subscription revenue is primarily attributable to the net effect of (i) a $13.6 million increase in distribution revenue associated with the September 2017 launch of our Swiss sports channels and (ii) a decrease of $6.4 million due to the impact of unclaimed customer credit accruals that were released during the first half of 2017.
|
(d)
|
The increase in residential mobile subscription revenue is primarily due to an increase in the average number of mobile subscribers.
|
(e)
|
The increase in B2B non-subscription revenue is primarily due to (i) an increase in interconnect revenue and (ii) higher revenue from data services.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase (decrease) in residential cable subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
ARPU (b)
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
|||
Decrease in residential cable non-subscription revenue
|
—
|
|
|
(2.6
|
)
|
|
(2.6
|
)
|
|||
Total decrease in residential cable revenue
|
(1.7
|
)
|
|
(2.6
|
)
|
|
(4.3
|
)
|
|||
Increase in B2B revenue (c)
|
5.0
|
|
|
3.8
|
|
|
8.8
|
|
|||
Total organic increase
|
3.3
|
|
|
1.2
|
|
|
4.5
|
|
|||
Impact of FX
|
19.8
|
|
|
1.4
|
|
|
21.2
|
|
|||
Total
|
$
|
23.1
|
|
|
$
|
2.6
|
|
|
$
|
25.7
|
|
(a)
|
The increase in residential cable subscription revenue related to a change in the average number of RGUs is attributable to an increase in the average number of broadband internet, video and fixed-line telephony RGUs, primarily in Poland.
|
(b)
|
The decrease in residential cable subscription revenue related to a change in ARPU is primarily due to our operations in Poland, attributable to the net effect of (i) lower ARPU from fixed-line telephony and broadband internet services and (ii) higher ARPU from video services.
|
(c)
|
The increase in B2B subscription revenue is attributable to an increase in the average number of broadband internet SOHO subscribers, primarily in Poland. The increase in B2B non-subscription revenue is largely attributable to an increase in interconnect revenue, primarily in Poland.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
6,398.7
|
|
|
$
|
6,508.8
|
|
|
$
|
(110.1
|
)
|
|
(1.7
|
)
|
|
$
|
151.8
|
|
|
2.3
|
|
Belgium
|
2,865.3
|
|
|
2,691.1
|
|
|
174.2
|
|
|
6.5
|
|
|
36.3
|
|
|
1.3
|
|
||||
Switzerland
|
1,370.1
|
|
|
1,377.4
|
|
|
(7.3
|
)
|
|
(0.5
|
)
|
|
(14.5
|
)
|
|
(1.0
|
)
|
||||
Central and Eastern Europe
|
467.5
|
|
|
441.3
|
|
|
26.2
|
|
|
5.9
|
|
|
6.6
|
|
|
1.5
|
|
||||
The Netherlands
|
—
|
|
|
2,690.8
|
|
|
(2,690.8
|
)
|
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
||||
Central and Corporate (a)
|
189.4
|
|
|
84.1
|
|
|
105.3
|
|
|
125.2
|
|
|
34.3
|
|
|
23.1
|
|
||||
Intersegment eliminations
|
(14.6
|
)
|
|
(62.4
|
)
|
|
47.8
|
|
|
N.M.
|
|
|
(0.4
|
)
|
|
N.M.
|
|
||||
Total
|
$
|
11,276.4
|
|
|
$
|
13,731.1
|
|
|
$
|
(2,454.7
|
)
|
|
(17.9
|
)
|
|
$
|
214.1
|
|
|
1.9
|
|
(a)
|
The amount presented for 2017 primarily includes the revenue earned from services provided to the VodafoneZiggo JV. For additional information, see note 7 to our consolidated financial statements. The amount presented for 2016 primarily includes the revenue of Ziggo Sport, which was contributed to the VodafoneZiggo JV as part of the VodafoneZiggo JV Transaction.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase in residential cable subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
80.0
|
|
|
$
|
—
|
|
|
$
|
80.0
|
|
ARPU (b)
|
18.2
|
|
|
—
|
|
|
18.2
|
|
|||
Increase in residential cable non-subscription revenue (c)
|
—
|
|
|
18.9
|
|
|
18.9
|
|
|||
Total increase in residential cable revenue
|
98.2
|
|
|
18.9
|
|
|
117.1
|
|
|||
Increase (decrease) in residential mobile revenue (d)
|
(52.9
|
)
|
|
38.9
|
|
|
(14.0
|
)
|
|||
Increase in B2B revenue (e)
|
34.6
|
|
|
7.0
|
|
|
41.6
|
|
|||
Increase in other revenue (f)
|
—
|
|
|
7.1
|
|
|
7.1
|
|
|||
Total organic increase
|
79.9
|
|
|
71.9
|
|
|
151.8
|
|
|||
Impact of acquisitions
|
—
|
|
|
31.4
|
|
|
31.4
|
|
|||
Impact of disposals
|
—
|
|
|
(2.9
|
)
|
|
(2.9
|
)
|
|||
Impact of FX
|
(230.0
|
)
|
|
(60.4
|
)
|
|
(290.4
|
)
|
|||
Total
|
$
|
(150.1
|
)
|
|
$
|
40.0
|
|
|
$
|
(110.1
|
)
|
(a)
|
The increase in residential cable subscription revenue related to a change in the average number of RGUs is primarily attributable to the net effect of (i) increases in the average number of broadband internet, video and fixed-line telephony RGUs in the U.K. and (ii) a decrease in the average number of video RGUs in Ireland.
|
(b)
|
The increase in residential cable subscription revenue related to a change in ARPU is attributable to (i) the net effect of (a) higher ARPU from broadband internet services and (b) lower ARPU from video and fixed-line telephony services and (ii) an improvement in RGU mix. In addition, ARPU from video, broadband internet and fixed-line telephony services was adversely impacted by an aggregate revenue decrease of $12.4 million associated with an April 2016 change in the regulations
|
(c)
|
The increase in residential cable non-subscription revenue is primarily attributable to the net effect of (i) an increase in installation revenue in the U.K. and (ii) a decrease in early termination fees in the U.K.
|
(d)
|
The decrease in residential mobile subscription revenue is primarily attributable to the net effect of (i) a decrease in the U.K., due primarily to lower ARPU, and (ii) an increase in Ireland, mainly due to an increase in the average number of mobile subscribers. The lower ARPU in the U.K. includes the net effect of (a) a decline of $104.8 million attributable to a lower number of customers under higher-ARPU subsidized handset contracts and (b) an increase of $42.5 million attributable to growth in the number of customers under lower-ARPU contracts that provided for two distinct contractual relationships associated with mobile handsets and mobile airtime services. The increase in residential mobile non-subscription revenue is primarily due to (1) an increase in revenue from mobile handset sales in the U.K. and (2) a decrease in interconnect revenue, as a decrease in the U.K. was only partially offset by a volume-related increase in Ireland. The decrease in interconnect revenue in the U.K. is primarily due to (I) a decline in mobile short message service or “SMS” termination volumes and (II) lower mobile termination rates and volumes.
|
(e)
|
The increase in B2B subscription revenue is primarily due to an increase in the average number of broadband internet SOHO RGUs in the U.K. The increase in B2B non-subscription revenue is primarily due to the net effect of (i) an increase in early termination fees in the U.K. and (ii) lower revenue from data services in the U.K.
|
(f)
|
The increase in other revenue is largely due to an increase in broadcasting revenue in Ireland.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase (decrease) in residential cable subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
(35.7
|
)
|
|
$
|
—
|
|
|
$
|
(35.7
|
)
|
ARPU (b)
|
23.3
|
|
|
—
|
|
|
23.3
|
|
|||
Increase in residential cable non-subscription revenue (c)
|
—
|
|
|
6.7
|
|
|
6.7
|
|
|||
Total increase (decrease) in residential cable revenue
|
(12.4
|
)
|
|
6.7
|
|
|
(5.7
|
)
|
|||
Decrease in residential mobile revenue (d)
|
(28.4
|
)
|
|
(25.6
|
)
|
|
(54.0
|
)
|
|||
Increase in B2B revenue (e)
|
50.9
|
|
|
45.3
|
|
|
96.2
|
|
|||
Decrease in other revenue
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Total organic increase
|
10.1
|
|
|
26.2
|
|
|
36.3
|
|
|||
Impact of acquisitions
|
74.9
|
|
|
33.7
|
|
|
108.6
|
|
|||
Impact of disposals
|
(21.0
|
)
|
|
(9.0
|
)
|
|
(30.0
|
)
|
|||
Impact of FX
|
44.3
|
|
|
15.0
|
|
|
59.3
|
|
|||
Total
|
$
|
108.3
|
|
|
$
|
65.9
|
|
|
$
|
174.2
|
|
(a)
|
The decrease in residential cable subscription revenue related to a change in the average number of RGUs is attributable to decreases in the average number of video, broadband internet and fixed-line telephony RGUs.
|
(b)
|
The increase in residential cable subscription revenue related to a change in ARPU is attributable to (i) the net effect of (a) higher ARPU from video and broadband internet services and (b) lower ARPU from fixed-line telephony services and (ii) an improvement in RGU mix.
|
(c)
|
The increase in residential cable non-subscription revenue is attributable to the net effect of (i) an increase of $5.8 million due to adjustments recorded during 2017 to reflect the expected recovery of certain prior-period VAT payments and (ii) a decrease in revenue from services provided over third-party networks.
|
(d)
|
The decrease in residential mobile subscription revenue is primarily due to the net effect of (i) a decline in the average number of mobile subscribers, as a decrease in the average number of prepaid mobile subscribers was only partially offset
|
(e)
|
The increase in B2B subscription revenue is attributable to increases in the average number of mobile, broadband internet, video and fixed-line telephony SOHO subscribers. The increase in B2B non-subscription revenue is primarily due to the net effect of (i) lower revenue from mobile services, (ii) higher revenue from wholesale services, (iii) an increase in revenue from hosting and managed security services and (iv) an increase in interconnect revenue driven by higher mobile volumes.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Decrease in residential cable subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
(9.7
|
)
|
|
$
|
—
|
|
|
$
|
(9.7
|
)
|
ARPU (b)
|
(42.4
|
)
|
|
—
|
|
|
(42.4
|
)
|
|||
Increase in residential cable non-subscription revenue (c)
|
—
|
|
|
20.0
|
|
|
20.0
|
|
|||
Total increase (decrease) in residential cable revenue
|
(52.1
|
)
|
|
20.0
|
|
|
(32.1
|
)
|
|||
Increase (decrease) in residential mobile revenue (d)
|
13.1
|
|
|
(1.6
|
)
|
|
11.5
|
|
|||
Increase in B2B revenue (e)
|
2.4
|
|
|
3.7
|
|
|
6.1
|
|
|||
Total organic increase (decrease)
|
(36.6
|
)
|
|
22.1
|
|
|
(14.5
|
)
|
|||
Impact of acquisitions
|
1.6
|
|
|
4.8
|
|
|
6.4
|
|
|||
Impact of FX
|
0.7
|
|
|
0.1
|
|
|
0.8
|
|
|||
Total
|
$
|
(34.3
|
)
|
|
$
|
27.0
|
|
|
$
|
(7.3
|
)
|
(a)
|
The decrease in residential cable subscription revenue related to a change in the average number of RGUs is attributable to the net effect of (i) declines in the average number of video and broadband internet RGUs and (ii) an increase in the average number of fixed-line telephony RGUs.
|
(b)
|
The decrease in residential cable subscription revenue related to a change in ARPU is primarily attributable to lower ARPU from fixed-line telephony, broadband internet and video services.
|
(c)
|
The increase in residential cable non-subscription revenue is primarily attributable to the net effect of (i) a $19.3 million increase in distribution revenue associated with the September 2017 launch of our Swiss sport channels, (ii) a decrease in installation revenue and (iii) a decrease in equipment sales. In addition, the increase in residential cable non-subscription revenue includes a $6.5 million favorable impact of the release of unclaimed customer credits during the first half of 2017.
|
(d)
|
The increase in residential mobile subscription revenue is due to the net effect of (i) an increase in the average number of mobile subscribers and (ii) lower ARPU.
|
(e)
|
The increase in B2B subscription revenue is primarily attributable to an increase in the average number of broadband internet SOHO RGUs. The increase in B2B non-subscription revenue is primarily due to (i) higher revenue from data services, (ii) higher revenue from construction services provided to our partner networks and (iii) an increase in interconnect revenue.
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||
|
in millions
|
||||||||||
Increase (decrease) in residential cable subscription revenue due to change in:
|
|
|
|
|
|
||||||
Average number of RGUs (a)
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
ARPU (b)
|
(6.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
|||
Increase in residential cable non-subscription revenue (c)
|
—
|
|
|
2.3
|
|
|
2.3
|
|
|||
Total increase (decrease) in residential cable revenue
|
(3.3
|
)
|
|
2.3
|
|
|
(1.0
|
)
|
|||
Decrease in residential mobile revenue
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Increase in B2B revenue (d)
|
3.1
|
|
|
4.6
|
|
|
7.7
|
|
|||
Total organic increase (decrease)
|
(0.3
|
)
|
|
6.9
|
|
|
6.6
|
|
|||
Impact of FX
|
18.4
|
|
|
1.2
|
|
|
19.6
|
|
|||
Total
|
$
|
18.1
|
|
|
$
|
8.1
|
|
|
$
|
26.2
|
|
(a)
|
The increase in residential cable subscription revenue related to a change in the average number of RGUs is primarily attributable to the net effect of (i) an increase in the average number of broadband internet RGUs, primarily due to an increase in Poland, and (ii) a decrease in the average number of video RGUs, primarily due to a decrease in Slovakia.
|
(b)
|
The decrease in residential cable subscription revenue related to a change in ARPU is primarily attributable to (i) the net effect of (a) higher ARPU from video services, primarily due to an increase in Poland, (b) lower ARPU from broadband internet services, primarily due to a decrease in Poland, and (c) lower ARPU from fixed-line telephony services, primarily due to a decrease in Poland, and (ii) an improvement in RGU mix.
|
(c)
|
The increase in residential cable non-subscription revenue is primarily attributable to an increase in Poland.
|
(d)
|
The increase in B2B subscription revenue is primarily attributable to an increase in the average number of broadband internet SOHO RGUs, primarily in Poland. The increase in B2B non-subscription revenue is primarily due to higher interconnect and data services revenue, primarily in Poland.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
pro forma
|
|
|
|
|
|
|
|
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
3,057.2
|
|
|
$
|
2,857.9
|
|
|
$
|
199.3
|
|
|
7.0
|
|
|
$
|
99.0
|
|
|
3.5
|
|
Belgium
|
1,480.0
|
|
|
1,296.6
|
|
|
183.4
|
|
|
14.1
|
|
|
105.8
|
|
|
8.1
|
|
||||
Switzerland
|
748.7
|
|
|
829.7
|
|
|
(81.0
|
)
|
|
(9.8
|
)
|
|
(86.3
|
)
|
|
(10.4
|
)
|
||||
Central and Eastern Europe
|
249.1
|
|
|
234.3
|
|
|
14.8
|
|
|
6.3
|
|
|
4.6
|
|
|
2.0
|
|
||||
Central and Corporate
|
(371.7
|
)
|
|
(415.8
|
)
|
|
44.1
|
|
|
10.6
|
|
|
37.2
|
|
|
8.6
|
|
||||
Intersegment eliminations
|
(11.8
|
)
|
|
(9.5
|
)
|
|
(2.3
|
)
|
|
N.M.
|
|
|
(2.3
|
)
|
|
N.M.
|
|
||||
Total
|
$
|
5,151.5
|
|
|
$
|
4,793.2
|
|
|
$
|
358.3
|
|
|
7.5
|
|
|
$
|
158.0
|
|
|
3.3
|
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
2,884.0
|
|
|
$
|
2,921.7
|
|
|
$
|
(37.7
|
)
|
|
(1.3
|
)
|
|
$
|
90.8
|
|
|
3.1
|
|
Belgium
|
1,300.3
|
|
|
1,173.6
|
|
|
126.7
|
|
|
10.8
|
|
|
71.3
|
|
|
5.9
|
|
||||
Switzerland
|
832.6
|
|
|
862.8
|
|
|
(30.2
|
)
|
|
(3.5
|
)
|
|
(34.4
|
)
|
|
(4.0
|
)
|
||||
Central and Eastern Europe
|
233.5
|
|
|
227.4
|
|
|
6.1
|
|
|
2.7
|
|
|
(3.9
|
)
|
|
(1.7
|
)
|
||||
The Netherlands
|
—
|
|
|
1,472.7
|
|
|
(1,472.7
|
)
|
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
||||
Central and Corporate
|
(415.8
|
)
|
|
(573.6
|
)
|
|
157.8
|
|
|
27.5
|
|
|
47.5
|
|
|
6.9
|
|
||||
Intersegment eliminations
|
(9.5
|
)
|
|
(4.2
|
)
|
|
(5.3
|
)
|
|
N.M.
|
|
|
(5.0
|
)
|
|
N.M.
|
|
||||
Total
|
$
|
4,825.1
|
|
|
$
|
6,080.4
|
|
|
$
|
(1,255.3
|
)
|
|
(20.6
|
)
|
|
$
|
166.3
|
|
|
3.5
|
|
|
Year ended December 31,
|
||||
|
2018
|
|
2017
|
|
2016
|
|
%
|
||||
|
|
|
|
|
|
U.K./Ireland
|
44.5
|
|
45.1
|
|
44.9
|
Belgium
|
49.4
|
|
45.4
|
|
43.6
|
Switzerland
|
56.5
|
|
60.8
|
|
62.6
|
Central and Eastern Europe
|
50.6
|
|
49.9
|
|
51.5
|
The Netherlands
|
—
|
|
—
|
|
54.7
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
pro forma
|
|
|
|
|
|
|
|
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
Residential revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential cable revenue (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Video
|
$
|
2,863.2
|
|
|
$
|
2,804.9
|
|
|
$
|
58.3
|
|
|
2.1
|
|
|
$
|
(51.2
|
)
|
|
(1.8
|
)
|
Broadband internet
|
3,226.6
|
|
|
2,998.4
|
|
|
228.2
|
|
|
7.6
|
|
|
111.2
|
|
|
3.7
|
|
||||
Fixed-line telephony
|
1,607.8
|
|
|
1,614.7
|
|
|
(6.9
|
)
|
|
(0.4
|
)
|
|
(67.5
|
)
|
|
(4.2
|
)
|
||||
Total subscription revenue
|
7,697.6
|
|
|
7,418.0
|
|
|
279.6
|
|
|
3.8
|
|
|
(7.5
|
)
|
|
(0.1
|
)
|
||||
Non-subscription revenue
|
279.1
|
|
|
277.2
|
|
|
1.9
|
|
|
0.7
|
|
|
(2.8
|
)
|
|
(1.0
|
)
|
||||
Total residential cable revenue
|
7,976.7
|
|
|
7,695.2
|
|
|
281.5
|
|
|
3.7
|
|
|
(10.3
|
)
|
|
(0.1
|
)
|
||||
Residential mobile revenue (c):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b)
|
983.5
|
|
|
978.7
|
|
|
4.8
|
|
|
0.5
|
|
|
(15.8
|
)
|
|
(1.6
|
)
|
||||
Non-subscription revenue
|
694.8
|
|
|
621.8
|
|
|
73.0
|
|
|
11.7
|
|
|
60.8
|
|
|
10.0
|
|
||||
Total residential mobile revenue
|
1,678.3
|
|
|
1,600.5
|
|
|
77.8
|
|
|
4.9
|
|
|
45.0
|
|
|
2.9
|
|
||||
Total residential revenue
|
9,655.0
|
|
|
9,295.7
|
|
|
359.3
|
|
|
3.9
|
|
|
34.7
|
|
|
0.4
|
|
||||
B2B revenue (d):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue
|
446.4
|
|
|
368.6
|
|
|
77.8
|
|
|
21.1
|
|
|
61.2
|
|
|
16.6
|
|
||||
Non-subscription revenue
|
1,537.1
|
|
|
1,370.7
|
|
|
166.4
|
|
|
12.1
|
|
|
73.8
|
|
|
5.2
|
|
||||
Total B2B revenue
|
1,983.5
|
|
|
1,739.3
|
|
|
244.2
|
|
|
14.0
|
|
|
135.0
|
|
|
7.6
|
|
||||
Other revenue (e)
|
319.4
|
|
|
219.9
|
|
|
99.5
|
|
|
45.2
|
|
|
69.3
|
|
|
29.1
|
|
||||
Total
|
$
|
11,957.9
|
|
|
$
|
11,254.9
|
|
|
$
|
703.0
|
|
|
6.2
|
|
|
$
|
239.0
|
|
|
2.1
|
|
(a)
|
Residential cable subscription revenue includes amounts received from subscribers for ongoing services and the recognition of deferred installation revenue over the associated contract period. Residential cable non-subscription revenue includes, among other items, channel carriage fees, late fees and revenue from the sale of equipment.
|
(b)
|
Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.
|
(c)
|
Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices. Residential mobile interconnect revenue was $253.6 million and $253.0 million during 2018 and 2017, respectively.
|
(d)
|
B2B subscription revenue represents revenue from SOHO subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. A portion of the increases in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers. B2B non-subscription revenue includes revenue from business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators.
|
(e)
|
Other revenue includes, among other items, revenue earned from the JV Services, broadcasting revenue in Ireland and revenue from Central and Corporate’s wholesale handset program. In addition, the amount for 2018 includes revenue earned from (i) sales of customer premises equipment to the VodafoneZiggo JV and (ii) transitional and other services provided to Deutsche Telekom and Liberty Latin America.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
pro forma
|
|
|
|
|
|
|
|
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
2,101.3
|
|
|
$
|
1,869.8
|
|
|
$
|
231.5
|
|
|
12.4
|
|
|
$
|
157.7
|
|
|
8.4
|
|
Belgium
|
680.5
|
|
|
743.6
|
|
|
(63.1
|
)
|
|
(8.5
|
)
|
|
(90.5
|
)
|
|
(12.2
|
)
|
||||
Switzerland
|
253.0
|
|
|
211.3
|
|
|
41.7
|
|
|
19.7
|
|
|
40.4
|
|
|
19.1
|
|
||||
Central and Eastern Europe
|
111.2
|
|
|
105.4
|
|
|
5.8
|
|
|
5.5
|
|
|
1.0
|
|
|
0.9
|
|
||||
Central and Corporate
|
100.0
|
|
|
45.8
|
|
|
54.2
|
|
|
118.3
|
|
|
54.5
|
|
|
119.0
|
|
||||
Intersegment eliminations
|
0.1
|
|
|
(1.3
|
)
|
|
1.4
|
|
|
N.M.
|
|
|
1.4
|
|
|
N.M.
|
|
||||
Total
|
$
|
3,246.1
|
|
|
$
|
2,974.6
|
|
|
$
|
271.5
|
|
|
9.1
|
|
|
$
|
164.5
|
|
|
5.5
|
|
•
|
An increase in programming and copyright costs of $70.1 million or 4.6%, primarily due to increases in U.K./Ireland and Switzerland. This increase is primarily due to higher costs for certain premium and/or basic content, including (i) a $27.8 million increase in costs associated with sports rights in Switzerland and (ii) a $10.3 million increase in costs associated with broadcasting rights in Ireland. The increase in the costs for sports rights in Switzerland is due to the acquisition of the rights to carry live sporting events in connection with the September 2017 launch of our Swiss sports channels. Approximately half of the annual programming costs and the operating and capital costs associated with the production of the related Swiss sports channels are recovered from the revenue earned from the distribution of these sports channels to other cable operators;
|
•
|
Higher cost of sales of $51.2 million in Central and Corporate related to customer premises equipment sold to the VodafoneZiggo JV;
|
•
|
An increase in mobile handset and other device costs of $35.9 million or 11.0%, primarily due to the net effect of (i) a higher average cost per handset sold in U.K./Ireland and (ii) lower mobile handset and other device sales volumes, primarily due to decreases in U.K./Ireland and Belgium;
|
•
|
An increase in interconnect and access costs of $16.5 million or 1.9%, primarily due to the net effect of (i) lower MVNO costs, as a decrease in Belgium of $46.5 million was only partially offset by an increase in Switzerland of $9.0 million, (ii) a $34.3 million increase in U.K./Ireland resulting from the net impact of credits recorded during the second quarter of 2017 ($28.8 million), the fourth quarter of 2017 ($10.5 million) and the second quarter of 2018 ($5.0 million), primarily
|
•
|
A decrease of $7.3 million in the U.K. associated with the fourth quarter 2017 modification of a software agreement that resulted in the acquisition of a perpetual license and related conversion of the operating costs to capitalized costs.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
pro forma
|
|
|
|
|
|
|
|
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
877.9
|
|
|
$
|
828.5
|
|
|
$
|
49.4
|
|
|
6.0
|
|
|
$
|
17.5
|
|
|
2.1
|
|
Belgium
|
408.5
|
|
|
395.5
|
|
|
13.0
|
|
|
3.3
|
|
|
(19.1
|
)
|
|
(4.7
|
)
|
||||
Switzerland
|
158.9
|
|
|
162.8
|
|
|
(3.9
|
)
|
|
(2.4
|
)
|
|
(5.7
|
)
|
|
(3.5
|
)
|
||||
Central and Eastern Europe
|
64.0
|
|
|
60.8
|
|
|
3.2
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
||||
Central and Corporate
|
197.0
|
|
|
202.6
|
|
|
(5.6
|
)
|
|
(2.8
|
)
|
|
(12.5
|
)
|
|
(6.2
|
)
|
||||
Intersegment eliminations
|
6.5
|
|
|
8.9
|
|
|
(2.4
|
)
|
|
N.M.
|
|
|
(2.4
|
)
|
|
N.M.
|
|
||||
Total other operating expenses excluding share-based compensation expense
|
1,712.8
|
|
|
1,659.1
|
|
|
53.7
|
|
|
3.2
|
|
|
$
|
(22.2
|
)
|
|
(1.3
|
)
|
|||
Share-based compensation expense
|
4.4
|
|
|
4.7
|
|
|
(0.3
|
)
|
|
(6.4
|
)
|
|
|
|
|
||||||
Total
|
$
|
1,717.2
|
|
|
$
|
1,663.8
|
|
|
$
|
53.4
|
|
|
3.2
|
|
|
|
|
|
•
|
An increase in network infrastructure charges in U.K./Ireland of $22.5 million following an increase in the rateable value of existing assets. For additional information, see “Other Regulatory Issues” in note 18 to our consolidated financial statements;
|
•
|
A decrease in core network and information technology-related costs of $17.3 million or 5.2%, primarily due to the net effect of (i) a decrease in network maintenance and energy costs, primarily in Central and Corporate, U.K./Ireland and Belgium, (ii) an increase in outsourced data center costs, primarily in Central and Corporate, and (iii) a decrease in information technology-related expenses, primarily in Belgium;
|
•
|
A decrease in business service costs of $12.7 million or 6.2%, primarily due to (i) decreased vehicle expenses due to the impact of the conversion of certain operating leases on company vehicles to capital leases, primarily in Belgium, (ii) lower energy costs, primarily in Belgium, and (iii) lower consulting costs, primarily in U.K./Ireland;
|
•
|
An increase in personnel costs of $9.3 million or 2.0%, primarily due to the net effect of (i) a higher average cost per employee, primarily due to an increase in U.K./Ireland, (ii) lower staffing levels, as decreases in U.K./Ireland and Belgium were only partially offset by an increase in Central and Corporate, and (iii) higher incentive compensation costs, primarily in U.K./Ireland. A portion of the lower staffing levels in Belgium is attributable to the transfer of certain employees to a newly-formed joint venture that provides network maintenance and customer-facing services to Telenet. Effective with the July 1, 2018 formation of this non-consolidated joint venture, the costs associated with these services are included within our core network and outsourced labor operating expense categories;
|
•
|
A decrease in customer service costs of $5.3 million or 2.0%, primarily due to the net effect of (i) lower call center costs, primarily in Belgium, U.K./Ireland and Switzerland, and (ii) an increase in customer premises equipment refurbishment, inventory management and other supply chain costs, as increases in Central and Corporate and Belgium were only partially offset by a decrease in U.K./Ireland;
|
•
|
A decrease in encryption costs of $4.6 million in the U.K. associated with the 2018 modification of a service agreement that resulted in the acquisition of a time-based license and related conversion of the operating costs to capitalized costs; and
|
•
|
An increase in outsourced labor costs of $4.4 million or 3.7%, primarily associated with customer-facing activities. This increase is largely attributable to the aforementioned July 1, 2018 formation of a non-consolidated joint venture in Belgium.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
pro forma
|
|
|
|
|
|
|
|
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
838.7
|
|
|
$
|
829.6
|
|
|
$
|
9.1
|
|
|
1.1
|
|
|
$
|
(24.7
|
)
|
|
(3.0
|
)
|
Belgium
|
424.6
|
|
|
425.9
|
|
|
(1.3
|
)
|
|
(0.3
|
)
|
|
(31.9
|
)
|
|
(7.3
|
)
|
||||
Switzerland
|
165.4
|
|
|
162.4
|
|
|
3.0
|
|
|
1.8
|
|
|
1.0
|
|
|
0.6
|
|
||||
Central and Eastern Europe
|
67.9
|
|
|
66.0
|
|
|
1.9
|
|
|
2.9
|
|
|
(1.1
|
)
|
|
(1.7
|
)
|
||||
Central and Corporate
|
348.9
|
|
|
356.8
|
|
|
(7.9
|
)
|
|
(2.2
|
)
|
|
(19.3
|
)
|
|
(5.4
|
)
|
||||
Intersegment eliminations
|
2.0
|
|
|
(12.7
|
)
|
|
14.7
|
|
|
N.M.
|
|
|
14.7
|
|
|
N.M.
|
|
||||
Total SG&A expenses excluding share-based compensation expense
|
1,847.5
|
|
|
1,828.0
|
|
|
19.5
|
|
|
1.1
|
|
|
$
|
(61.3
|
)
|
|
(3.3
|
)
|
|||
Share-based compensation expense
|
201.6
|
|
|
157.5
|
|
|
44.1
|
|
|
28.0
|
|
|
|
|
|
||||||
Total
|
$
|
2,049.1
|
|
|
$
|
1,985.5
|
|
|
$
|
63.6
|
|
|
3.2
|
|
|
|
|
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic decrease
|
||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
pro forma
|
|
|
|
|
|
|
|
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative (a)
|
$
|
1,495.7
|
|
|
$
|
1,436.7
|
|
|
$
|
59.0
|
|
|
4.1
|
|
|
$
|
(2.8
|
)
|
|
(0.2
|
)
|
External sales and marketing
|
351.8
|
|
|
391.3
|
|
|
(39.5
|
)
|
|
(10.1
|
)
|
|
(58.5
|
)
|
|
(14.7
|
)
|
||||
Total
|
$
|
1,847.5
|
|
|
$
|
1,828.0
|
|
|
$
|
19.5
|
|
|
1.1
|
|
|
$
|
(61.3
|
)
|
|
(3.3
|
)
|
(a)
|
General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-related costs associated with our sales and marketing function.
|
•
|
A decrease in external sales and marketing costs of $58.5 million or 14.7%, primarily due to lower costs associated with advertising campaigns in U.K./Ireland and Belgium;
|
•
|
A decrease in personnel costs of $22.4 million or 2.8%, primarily due to the net effect of (i) a lower average cost per employee, primarily due to decreases in Switzerland, Central and Corporate and Poland that were only partially offset by an increase in U.K./Ireland, (ii) lower incentive compensation costs of $9.6 million, primarily in Central and Corporate and U.K./Ireland, (iii) a decrease in temporary personnel costs, primarily in Central and Corporate and Belgium, and (iv) higher staffing levels, as increases in Switzerland and Poland were only partially offset by a decrease in U.K./Ireland. The lower incentive compensation costs are attributable to the expected settlement of a portion of our annual incentive compensation with Liberty Global ordinary shares through a shareholding incentive program that was implemented in the fourth quarter of 2017. This shareholding incentive program resulted in lower incentive compensation expense of $29.1 million during 2018 as compared to 2017, primarily in Central and Corporate. For additional information, see note 14 to our consolidated financial statements;
|
•
|
An increase in core network and information technology-related costs of $20.3 million or 11.8%, primarily due to higher information technology-related expenses in Central and Corporate and U.K./Ireland; and
|
•
|
A decrease in business service and certain other costs of $14.3 million or 6.8%, primarily due to the net effect of (i) lower consulting costs, primarily due to decreases in Belgium, Central and Corporate and U.K./Ireland, and (ii) a $9.1 million increase related to the settlement of an operational contingency in U.K./Ireland during 2018.
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
Liberty Global:
|
|
|
|
||||
Performance-based incentive awards (a)
|
$
|
50.8
|
|
|
$
|
23.9
|
|
Non-performance based share-based incentive awards
|
90.1
|
|
|
93.8
|
|
||
Other (b)
|
43.4
|
|
|
13.7
|
|
||
Total Liberty Global
|
184.3
|
|
|
131.4
|
|
||
Telenet share-based incentive awards (c)
|
19.6
|
|
|
20.7
|
|
||
Other
|
2.1
|
|
|
10.1
|
|
||
Total
|
$
|
206.0
|
|
|
$
|
162.2
|
|
Included in:
|
|
|
|
||||
Other operating expenses
|
$
|
4.4
|
|
|
$
|
4.7
|
|
Total SG&A expenses
|
201.6
|
|
|
157.5
|
|
||
Total
|
$
|
206.0
|
|
|
$
|
162.2
|
|
(a)
|
Includes share-based compensation expense related to PSUs, and, through March 2017, the PGUs held by our Chief Executive Officer.
|
(b)
|
Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary shares. In the case of the annual incentive compensation, shares will be issued to senior management and key employees pursuant to a shareholding incentive program that was implemented in the fourth quarter of 2017. The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in ordinary shares of Liberty Global in lieu of cash.
|
(c)
|
Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2018, included performance- and non-performance-based stock option awards with respect to 4,494,002 Telenet shares. These stock option awards had a weighted average exercise price of €42.50 ($48.67).
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Cross-currency and interest rate derivative contracts (a)
|
$
|
905.8
|
|
|
$
|
(1,145.6
|
)
|
Equity-related derivative instruments:
|
|
|
|
||||
ITV Collar
|
176.7
|
|
|
215.0
|
|
||
Lionsgate Forward
|
30.1
|
|
|
(11.4
|
)
|
||
Sumitomo Collar
|
(11.8
|
)
|
|
(77.4
|
)
|
||
Other
|
2.5
|
|
|
(3.9
|
)
|
||
Total equity-related derivative instruments (b)
|
197.5
|
|
|
122.3
|
|
||
Foreign currency forward and option contracts
|
22.7
|
|
|
(30.2
|
)
|
||
Other
|
(0.2
|
)
|
|
0.7
|
|
||
Total
|
$
|
1,125.8
|
|
|
$
|
(1,052.8
|
)
|
(a)
|
The gain during 2018 is primarily attributable to the net effect of (i) a net gain associated with changes in the relative value of certain currencies and (ii) a net loss associated with changes in certain market interest rates. In addition, the gain during 2018 includes a net loss of $71.1 million resulting from changes in our credit risk valuation adjustments. The loss during 2017 is primarily attributable to the net effect of (a) a net loss associated with changes in the relative value of certain currencies and (b) a net gain associated with changes in certain market interest rates. In addition, the loss during 2017 includes a net gain of $168.4 million resulting from changes in our credit risk valuation adjustments.
|
(b)
|
For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 9 to our consolidated financial statements.
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)
|
$
|
494.3
|
|
|
$
|
(874.3
|
)
|
U.S. dollar denominated debt issued by British pound sterling functional currency entities
|
(258.0
|
)
|
|
351.9
|
|
||
U.S. dollar denominated debt issued by euro functional currency entities
|
(222.1
|
)
|
|
551.2
|
|
||
British pound sterling denominated debt issued by a U.S. dollar functional currency entity
|
83.3
|
|
|
(125.5
|
)
|
||
Cash and restricted cash denominated in a currency other than the entity’s functional currency
|
(5.5
|
)
|
|
(105.9
|
)
|
||
Euro denominated debt issued by British pound sterling functional currency entities
|
5.3
|
|
|
20.2
|
|
||
Yen denominated debt issued by a U.S. dollar functional currency entity
|
(5.1
|
)
|
|
(20.9
|
)
|
||
Other
|
(1.8
|
)
|
|
21.8
|
|
||
Total
|
$
|
90.4
|
|
|
$
|
(181.5
|
)
|
(a)
|
Amounts primarily relate to (i) loans between certain of our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary and (ii) loans between certain of our non-operating subsidiaries in the U.S. and Europe.
|
(a)
|
Amount in 2017 includes gains of $12.7 million related to investments that were sold during the year.
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
|
|
|
|
||||
VodafoneZiggo JV (a)
|
$
|
11.4
|
|
|
$
|
(70.1
|
)
|
Other
|
(20.1
|
)
|
|
(25.1
|
)
|
||
Total
|
$
|
(8.7
|
)
|
|
$
|
(95.2
|
)
|
(a)
|
Amounts include the net effect of (i) interest income of $59.6 million and $64.3 million, respectively, representing 100% of the interest income earned on the VodafoneZiggo JV Receivable, (ii) 100% of the share-based compensation expense
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017 (1)
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Revenue
|
$
|
4,602.2
|
|
|
$
|
4,488.9
|
|
Adjusted OIBDA
|
$
|
2,009.7
|
|
|
$
|
1,912.6
|
|
Operating income (2)
|
$
|
130.6
|
|
|
$
|
219.4
|
|
Non-operating expense (3)
|
$
|
(598.4
|
)
|
|
$
|
(580.3
|
)
|
Net loss
|
$
|
(91.6
|
)
|
|
$
|
(257.3
|
)
|
(1)
|
Amounts have been presented on a pro forma basis that gives effect to the adoption of ASU 2014-09 as if such adoption had occurred on January 1, 2017.
|
(2)
|
Includes depreciation and amortization of $1,833.6 million and $1,678.5 million, respectively.
|
(3)
|
Includes interest expense of $678.3 million and $650.1 million, respectively.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
Residential revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential cable revenue (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Video
|
$
|
2,786.5
|
|
|
$
|
4,060.0
|
|
|
$
|
(1,273.5
|
)
|
|
(31.4
|
)
|
|
$
|
(88.0
|
)
|
|
(3.0
|
)
|
Broadband internet
|
2,979.7
|
|
|
3,579.0
|
|
|
(599.3
|
)
|
|
(16.7
|
)
|
|
168.5
|
|
|
5.9
|
|
||||
Fixed-line telephony
|
1,599.8
|
|
|
2,149.5
|
|
|
(549.7
|
)
|
|
(25.6
|
)
|
|
(50.1
|
)
|
|
(2.9
|
)
|
||||
Total subscription revenue
|
7,366.0
|
|
|
9,788.5
|
|
|
(2,422.5
|
)
|
|
(24.7
|
)
|
|
30.4
|
|
|
0.4
|
|
||||
Non-subscription revenue
|
343.6
|
|
|
311.9
|
|
|
31.7
|
|
|
10.2
|
|
|
76.8
|
|
|
29.0
|
|
||||
Total residential cable revenue
|
7,709.6
|
|
|
10,100.4
|
|
|
(2,390.8
|
)
|
|
(23.7
|
)
|
|
107.2
|
|
|
1.4
|
|
||||
Residential mobile revenue (c):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b)
|
999.7
|
|
|
1,103.9
|
|
|
(104.2
|
)
|
|
(9.4
|
)
|
|
(68.3
|
)
|
|
(6.3
|
)
|
||||
Non-subscription revenue
|
607.1
|
|
|
590.8
|
|
|
16.3
|
|
|
2.8
|
|
|
11.7
|
|
|
1.9
|
|
||||
Total residential mobile revenue
|
1,606.8
|
|
|
1,694.7
|
|
|
(87.9
|
)
|
|
(5.2
|
)
|
|
(56.6
|
)
|
|
(3.4
|
)
|
||||
Total residential revenue
|
9,316.4
|
|
|
11,795.1
|
|
|
(2,478.7
|
)
|
|
(21.0
|
)
|
|
50.6
|
|
|
0.5
|
|
||||
B2B revenue (d):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Subscription revenue
|
367.6
|
|
|
366.3
|
|
|
1.3
|
|
|
0.4
|
|
|
91.0
|
|
|
33.5
|
|
||||
Non-subscription revenue
|
1,372.5
|
|
|
1,487.9
|
|
|
(115.4
|
)
|
|
(7.8
|
)
|
|
62.4
|
|
|
4.6
|
|
||||
Total B2B revenue
|
1,740.1
|
|
|
1,854.2
|
|
|
(114.1
|
)
|
|
(6.2
|
)
|
|
153.4
|
|
|
9.5
|
|
||||
Other revenue (e)
|
219.9
|
|
|
81.8
|
|
|
138.1
|
|
|
168.8
|
|
|
10.1
|
|
|
4.9
|
|
||||
Total
|
$
|
11,276.4
|
|
|
$
|
13,731.1
|
|
|
$
|
(2,454.7
|
)
|
|
(17.9
|
)
|
|
$
|
214.1
|
|
|
1.9
|
|
(a)
|
Residential cable subscription revenue includes amounts received from subscribers for ongoing services. Residential cable non-subscription revenue includes, among other items, channel carriage fees, installation revenue, late fees and revenue from the sale of equipment.
|
(b)
|
Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.
|
(c)
|
Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices. Residential mobile interconnect revenue was $253.0 million and $262.2 million during 2017 and 2016, respectively.
|
(d)
|
B2B subscription revenue represents revenue from SOHO subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. A portion of the increases in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers. B2B non-subscription revenue includes revenue from business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators.
|
(e)
|
Other revenue includes, among other items, revenue earned from services provided to the VodafoneZiggo JV.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
1,868.8
|
|
|
$
|
1,946.4
|
|
|
$
|
(77.6
|
)
|
|
(4.0
|
)
|
|
$
|
(8.4
|
)
|
|
(0.4
|
)
|
Belgium
|
743.6
|
|
|
734.9
|
|
|
8.7
|
|
|
1.2
|
|
|
(20.7
|
)
|
|
(2.8
|
)
|
||||
Switzerland
|
211.3
|
|
|
185.6
|
|
|
25.7
|
|
|
13.8
|
|
|
24.9
|
|
|
13.4
|
|
||||
Central and Eastern Europe
|
105.4
|
|
|
96.4
|
|
|
9.0
|
|
|
9.3
|
|
|
4.6
|
|
|
4.8
|
|
||||
The Netherlands
|
—
|
|
|
509.1
|
|
|
(509.1
|
)
|
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
||||
Central and Corporate
|
45.8
|
|
|
79.8
|
|
|
(34.0
|
)
|
|
(42.6
|
)
|
|
24.2
|
|
|
130.1
|
|
||||
Intersegment eliminations
|
(1.3
|
)
|
|
(52.8
|
)
|
|
51.5
|
|
|
N.M.
|
|
|
3.3
|
|
|
N.M.
|
|
||||
Total
|
$
|
2,973.6
|
|
|
$
|
3,499.4
|
|
|
$
|
(525.8
|
)
|
|
(15.0
|
)
|
|
$
|
27.9
|
|
|
0.9
|
|
•
|
An increase in programming and copyright costs of $65.8 million or 4.4%, primarily due to increases in U.K./Ireland and Switzerland. This increase is primarily due to (i) higher costs for certain premium and/or basic content, including higher costs for sports rights, primarily in U.K./Ireland and Switzerland, and (ii) growth in the number of enhanced video subscribers, primarily due to increases in U.K./Ireland and Poland that were only partially offset by a decrease in Belgium. The cost for sports rights increased by $28.9 million in Switzerland due to the acquisition of the rights to carry live sporting events in connection with the September 2017 launch of our Swiss sports channels;
|
•
|
A decrease in interconnect and access costs of $65.3 million or 7.2%, primarily due to the net effect of (i) a $42.1 million decrease (including $32.3 million and $9.8 million recorded in the second and fourth quarters of 2017, respectively) in U.K./Ireland, in connection with a telecommunications operator’s agreement to compensate communications providers, including Virgin Media, for certain contractual breaches related to network charges, (ii) lower MVNO costs, as decreases in Belgium and U.K./Ireland were only partially offset by an increase in Switzerland, (iii) lower fixed-line telephony call volumes due to declines in U.K./Ireland and Switzerland and (iv) an increase of $6.8 million due to the release of an accrual during the second quarter of 2016 related to the settlement of an operational contingency in Belgium; and
|
•
|
An increase in mobile handset and other device costs of $30.5 million or 9.3%, primarily due to the net effect of (i) a higher average cost per handset sold in U.K./Ireland and (ii) lower mobile handset and other device sales volumes, primarily due to decreases in Belgium and U.K./Ireland that were only partially offset by an increase in Central and Corporate.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
824.2
|
|
|
$
|
814.8
|
|
|
$
|
9.4
|
|
|
1.2
|
|
|
$
|
43.6
|
|
|
5.3
|
|
Belgium
|
395.5
|
|
|
361.9
|
|
|
33.6
|
|
|
9.3
|
|
|
10.8
|
|
|
2.9
|
|
||||
Switzerland
|
162.8
|
|
|
164.3
|
|
|
(1.5
|
)
|
|
(0.9
|
)
|
|
(3.2
|
)
|
|
(1.9
|
)
|
||||
Central and Eastern Europe
|
60.8
|
|
|
57.9
|
|
|
2.9
|
|
|
5.0
|
|
|
0.5
|
|
|
0.9
|
|
||||
The Netherlands
|
—
|
|
|
346.9
|
|
|
(346.9
|
)
|
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
||||
Central and Corporate
|
202.6
|
|
|
164.7
|
|
|
37.9
|
|
|
23.0
|
|
|
14.6
|
|
|
8.0
|
|
||||
Intersegment eliminations
|
8.9
|
|
|
10.9
|
|
|
(2.0
|
)
|
|
N.M.
|
|
|
(2.3
|
)
|
|
N.M.
|
|
||||
Total other operating expenses excluding share-based compensation expense
|
1,654.8
|
|
|
1,921.4
|
|
|
(266.6
|
)
|
|
(13.9
|
)
|
|
$
|
64.0
|
|
|
4.0
|
|
|||
Share-based compensation expense
|
4.7
|
|
|
3.4
|
|
|
1.3
|
|
|
38.2
|
|
|
|
|
|
||||||
Total
|
$
|
1,659.5
|
|
|
$
|
1,924.8
|
|
|
$
|
(265.3
|
)
|
|
(13.8
|
)
|
|
|
|
|
•
|
An increase in network infrastructure charges in U.K./Ireland of $34.0 million following an increase in the rateable value of existing assets. For additional information, see “Other Regulatory Issues” in note 18 to our consolidated financial statements;
|
•
|
A decrease in personnel costs of $16.3 million or 3.1%, due primarily to the net effect of (i) lower staffing levels, as decreases in Central and Corporate and U.K./Ireland were only partially offset by an increase in Belgium, (ii) decreased costs in U.K./Ireland and Belgium resulting from higher capitalized labor costs, (iii) annual wage increases, (iv) lower incentive compensation costs, primarily in U.K./Ireland, and (v) higher costs related to certain employee benefits in Belgium and Central and Corporate. The higher capitalized labor costs in U.K./Ireland are associated with (a) the Network Extensions and (b) increased installations of new customer premises equipment. The higher capitalized labor costs in Belgium are primarily associated with a project to upgrade Telenet’s mobile network;
|
•
|
An increase in outsourced labor costs of $14.6 million or 11.4% primarily associated with customer-facing activities in U.K./Ireland;
|
•
|
A decrease in vehicle expenses of $7.8 million or 43.2%, a portion of which is due to the impact of the conversion of certain operating leases on company vehicles to capital leases, primarily in U.K./Ireland; and
|
•
|
An increase in core network and information technology-related expenses of $7.4 million or 1.6%, primarily due to the net effect of (i) an increase in network maintenance and energy costs, primarily due to increases in Central and Corporate and Switzerland that were only partially offset by a decrease in U.K./Ireland, (ii) a $5.9 million increase in U.K./Ireland associated with the impact of the settlement of an operational contingency during the first quarter of 2016 and (iii) a decrease in information technology-related expenses, primarily due to a decrease in U.K./Ireland that was only partially offset by an increase in Central and Corporate.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
821.7
|
|
|
$
|
825.9
|
|
|
$
|
(4.2
|
)
|
|
(0.5
|
)
|
|
$
|
25.8
|
|
|
(3.1
|
)
|
Belgium
|
425.9
|
|
|
420.7
|
|
|
5.2
|
|
|
1.2
|
|
|
(25.1
|
)
|
|
(5.7
|
)
|
||||
Switzerland
|
163.4
|
|
|
164.7
|
|
|
(1.3
|
)
|
|
(0.8
|
)
|
|
(1.8
|
)
|
|
(1.1
|
)
|
||||
Central and Eastern Europe
|
67.8
|
|
|
59.6
|
|
|
8.2
|
|
|
13.8
|
|
|
5.4
|
|
|
9.1
|
|
||||
The Netherlands
|
—
|
|
|
362.1
|
|
|
(362.1
|
)
|
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
||||
Central and Corporate
|
356.8
|
|
|
413.2
|
|
|
(56.4
|
)
|
|
(13.6
|
)
|
|
(52.0
|
)
|
|
(12.8
|
)
|
||||
Intersegment eliminations
|
(12.7
|
)
|
|
(16.3
|
)
|
|
3.6
|
|
|
N.M.
|
|
|
3.6
|
|
|
N.M.
|
|
||||
Total SG&A expenses excluding share-based compensation expense
|
1,822.9
|
|
|
2,229.9
|
|
|
(407.0
|
)
|
|
(18.3
|
)
|
|
$
|
(44.1
|
)
|
|
(2.3
|
)
|
|||
Share-based compensation expense
|
157.5
|
|
|
264.7
|
|
|
(107.2
|
)
|
|
(40.5
|
)
|
|
|
|
|
||||||
Total
|
$
|
1,980.4
|
|
|
$
|
2,494.6
|
|
|
$
|
(514.2
|
)
|
|
(20.6
|
)
|
|
|
|
|
|
Year ended December 31,
|
|
Decrease
|
|
Organic
decrease
|
||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative (a)
|
$
|
1,431.5
|
|
|
$
|
1,732.2
|
|
|
$
|
(300.7
|
)
|
|
(17.4
|
)
|
|
$
|
(42.0
|
)
|
|
(2.8
|
)
|
External sales and marketing
|
391.4
|
|
|
497.7
|
|
|
(106.3
|
)
|
|
(21.4
|
)
|
|
(2.1
|
)
|
|
(0.5
|
)
|
||||
Total
|
$
|
1,822.9
|
|
|
$
|
2,229.9
|
|
|
$
|
(407.0
|
)
|
|
(18.3
|
)
|
|
$
|
(44.1
|
)
|
|
(2.3
|
)
|
(a)
|
General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-related costs associated with our sales and marketing function.
|
•
|
A decrease in personnel costs of $45.8 million or 5.5% due primarily to the net effect of (i) decreased staffing levels, primarily due to decreases in Central and Corporate and Belgium, (ii) lower incentive compensation costs, primarily due to decreases in Central and Corporate and U.K./Ireland that were only partially offset by increases in Belgium and Switzerland, and (iii) annual wage increases. The lower incentive compensation costs include a decrease of $12.5 million, primarily in Central and Corporate, attributable to the then expected settlement of a portion of our annual incentive compensation with Liberty Global ordinary shares through a shareholding incentive program that was implemented in the fourth quarter of 2017;
|
•
|
A decrease in business service costs of $42.2 million or 25.6%, primarily due to the net effect of (i) a decrease in consulting costs, primarily Central and Corporate and Belgium, and (ii) lower audit and legal fees. The decrease in consulting costs
|
•
|
An increase in core network and information technology-related expenses of $17.1 million or 16.8%, primarily due to an increase in information technology-related expenses in U.K./Ireland;
|
•
|
An increase in external sales and marketing costs of $9.0 million or 1.9%, primarily due to (i) higher third-party sales commissions, primarily due to an increase in U.K./Ireland and (ii) higher costs associated with advertising campaigns, primarily due to an increase in Switzerland; and
|
•
|
An increase in customer service costs of $7.8 million or 26.7%, primarily due to higher call center costs in U.K./Ireland.
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
in millions
|
||||||
Liberty Global:
|
|
|
|
||||
Performance-based incentive awards (a)
|
$
|
23.9
|
|
|
$
|
150.6
|
|
Non-performance based share-based incentive awards
|
93.8
|
|
|
96.4
|
|
||
Other (b)
|
13.7
|
|
|
—
|
|
||
Total Liberty Global
|
131.4
|
|
|
247.0
|
|
||
Telenet share-based incentive awards (c)
|
20.7
|
|
|
12.2
|
|
||
Other
|
10.1
|
|
|
8.9
|
|
||
Total
|
$
|
162.2
|
|
|
$
|
268.1
|
|
Included in:
|
|
|
|
||||
Other operating expenses
|
$
|
4.7
|
|
|
$
|
3.4
|
|
Total SG&A expenses
|
157.5
|
|
|
264.7
|
|
||
Total
|
$
|
162.2
|
|
|
$
|
268.1
|
|
(a)
|
Includes share-based compensation expense related to PSUs, the Challenge Performance Awards and PGUs.
|
(b)
|
Represents annual incentive compensation and defined contribution plan liabilities that were settled with Liberty Global ordinary shares.
|
(c)
|
Represents the share-based compensation expense associated with Telenet’s share-based incentive awards.
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Cross-currency and interest rate derivative contracts (a)
|
$
|
(1,145.6
|
)
|
|
$
|
668.5
|
|
Equity-related derivative instruments:
|
|
|
|
||||
ITV Collar
|
215.0
|
|
|
351.5
|
|
||
Sumitomo Collar
|
(77.4
|
)
|
|
(25.6
|
)
|
||
Lionsgate Forward
|
(11.4
|
)
|
|
10.1
|
|
||
Other
|
(3.9
|
)
|
|
1.6
|
|
||
Total equity-related derivative instruments (b)
|
122.3
|
|
|
337.6
|
|
||
Foreign currency forward and option contracts
|
(30.2
|
)
|
|
17.0
|
|
||
Other
|
0.7
|
|
|
(0.8
|
)
|
||
Total
|
$
|
(1,052.8
|
)
|
|
$
|
1,022.3
|
|
(a)
|
The loss during 2017 is primarily attributable to the net effect of (i) a net loss associated with changes in the relative value of certain currencies and (ii) a net gain associated with changes in certain market interest rates. In addition, the loss during 2017 includes a net gain of $168.4 million resulting from changes in our credit risk valuation adjustments. The gain during 2016 is primarily attributable to the net effect of (a) a net gain associated with changes in the relative value of certain currencies and (b) a net loss associated with changes in certain market interest rates. In addition, the gain during 2016 includes a net loss of $26.5 million resulting from changes in our credit risk valuation adjustments.
|
(b)
|
For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 9 to our consolidated financial statements.
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)
|
$
|
(874.3
|
)
|
|
$
|
731.3
|
|
U.S. dollar denominated debt issued by euro functional currency entities
|
551.2
|
|
|
(411.9
|
)
|
||
U.S. dollar denominated debt issued by British pound sterling functional currency entities
|
351.9
|
|
|
(1,105.7
|
)
|
||
British pound sterling denominated debt issued by a U.S. dollar functional currency entity
|
(125.5
|
)
|
|
251.2
|
|
||
Cash and restricted cash denominated in a currency other than the entity’s functional currency
|
(105.9
|
)
|
|
203.2
|
|
||
Yen denominated debt issued by a U.S. dollar functional currency entity
|
(20.9
|
)
|
|
(40.3
|
)
|
||
Euro denominated debt issued by British pound sterling functional currency entities
|
20.2
|
|
|
75.7
|
|
||
Other
|
21.8
|
|
|
(29.8
|
)
|
||
Total
|
$
|
(181.5
|
)
|
|
$
|
(326.3
|
)
|
(a)
|
Amounts primarily relate to (i) loans between certain of our non-operating subsidiaries in the U.S. and Europe and (ii) loans between certain of our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary.
|
(a)
|
Amounts for 2017 and 2016 include gains of $12.7 million and $84.4 million, respectively, related to investments that were sold during the respective year.
|
(a)
|
Amount in 2017 includes the net effect of (i) $64.3 million, representing 100% of the interest income earned on the VodafoneZiggo JV Receivable, (ii) 100% of the share-based compensation expense associated with Liberty Global awards held by VodafoneZiggo JV employees who were formerly employees of Liberty Global, as these awards remain our responsibility, and (iii) our 50% share of the remaining results of operations of the VodafoneZiggo JV. During 2017, the VodafoneZiggo JV generated (a) revenue of $4,512.5 million, (b) Adjusted OIBDA of $1,910.6 million, (c) operating income of $217.6 million, (d) net non-operating expenses of $580.5 million (including $650.1 million of interest expense) and (e) a net loss of $259.3 million. The VodafoneZiggo JV’s operating income includes depreciation and amortization of $1,678.5 million.
|
Cash and cash equivalents held by:
|
|
||
Liberty Global and unrestricted subsidiaries:
|
|
||
Liberty Global (a)
|
$
|
10.8
|
|
Unrestricted subsidiaries (b)
|
1,333.2
|
|
|
Total Liberty Global and unrestricted subsidiaries
|
1,344.0
|
|
|
Borrowing groups (c):
|
|
||
Telenet
|
100.5
|
|
|
UPC Holding
|
14.8
|
|
|
Virgin Media (d)
|
21.2
|
|
|
Total borrowing groups
|
136.5
|
|
|
Total cash and cash equivalents
|
$
|
1,480.5
|
|
(a)
|
Represents the amount held by Liberty Global on a standalone basis.
|
(b)
|
Represents the aggregate amount held by subsidiaries that are outside of our borrowing groups.
|
(c)
|
Except as otherwise noted, represents the aggregate amounts held by the parent entity and restricted subsidiaries of our borrowing groups.
|
(d)
|
The Virgin Media borrowing group includes certain subsidiaries of Virgin Media, but excludes the parent entity, Virgin Media Inc.
|
|
Year ended December 31,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
3,985.0
|
|
|
$
|
3,442.7
|
|
|
$
|
542.3
|
|
Net cash provided by investing activities
|
601.5
|
|
|
781.0
|
|
|
(179.5
|
)
|
|||
Net cash used by financing activities
|
(6,286.6
|
)
|
|
(4,504.2
|
)
|
|
(1,782.4
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(43.2
|
)
|
|
114.2
|
|
|
(157.4
|
)
|
|||
Net decrease in cash and cash equivalents and restricted cash
|
$
|
(1,743.3
|
)
|
|
$
|
(166.3
|
)
|
|
$
|
(1,577.0
|
)
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Property and equipment additions
|
$
|
3,705.6
|
|
|
$
|
3,703.5
|
|
Assets acquired under capital-related vendor financing arrangements
|
(2,175.5
|
)
|
|
(2,336.2
|
)
|
||
Assets acquired under capital leases
|
(102.4
|
)
|
|
(106.7
|
)
|
||
Changes in current liabilities related to capital expenditures
|
25.3
|
|
|
(10.6
|
)
|
||
Capital expenditures
|
$
|
1,453.0
|
|
|
$
|
1,250.0
|
|
|
|
|
|
||||
Capital expenditures, net:
|
|
|
|
||||
Third-party payments
|
$
|
1,552.7
|
|
|
$
|
1,586.5
|
|
Proceeds received for transfers to related parties (a)
|
(99.7
|
)
|
|
(336.5
|
)
|
||
Total capital expenditures, net
|
$
|
1,453.0
|
|
|
$
|
1,250.0
|
|
(a)
|
Primarily relates to transfers of centrally-procured property and equipment to our discontinued operations and the VodafoneZiggo JV.
|
|
Year ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
3,442.7
|
|
|
$
|
3,873.7
|
|
|
$
|
(431.0
|
)
|
Net cash provided (used) by investing activities
|
781.0
|
|
|
(6,000.1
|
)
|
|
6,781.1
|
|
|||
Net cash provided (used) by financing activities
|
(4,504.2
|
)
|
|
1,336.8
|
|
|
(5,841.0
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
114.2
|
|
|
(40.1
|
)
|
|
154.3
|
|
|||
Net decrease in cash and cash equivalents and restricted cash
|
$
|
(166.3
|
)
|
|
$
|
(829.7
|
)
|
|
$
|
663.4
|
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Property and equipment additions
|
$
|
3,703.5
|
|
|
$
|
3,733.8
|
|
Assets acquired under capital-related vendor financing arrangements
|
(2,336.2
|
)
|
|
(1,811.2
|
)
|
||
Assets acquired under capital leases
|
(106.7
|
)
|
|
(100.4
|
)
|
||
Changes in current liabilities related to capital expenditures
|
(10.6
|
)
|
|
(282.3
|
)
|
||
Capital expenditures
|
$
|
1,250.0
|
|
|
$
|
1,539.9
|
|
|
|
|
|
||||
Capital expenditures, net:
|
|
|
|
||||
Third-party payments
|
$
|
1,586.5
|
|
|
$
|
1,738.2
|
|
Proceeds received for transfers to related parties (a)
|
(336.5
|
)
|
|
(198.3
|
)
|
||
Total capital expenditures, net
|
$
|
1,250.0
|
|
|
$
|
1,539.9
|
|
(a)
|
Primarily relates to transfers of centrally-procured property and equipment to our discontinued operations and the VodafoneZiggo JV.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net cash provided by operating activities of our continuing operations (a)
|
$
|
3,985.0
|
|
|
$
|
3,442.7
|
|
|
$
|
3,873.7
|
|
Cash payments for direct acquisition and disposition costs
|
23.0
|
|
|
8.7
|
|
|
29.3
|
|
|||
Expenses financed by an intermediary (b)
|
1,883.7
|
|
|
1,343.9
|
|
|
748.8
|
|
|||
Capital expenditures, net
|
(1,453.0
|
)
|
|
(1,250.0
|
)
|
|
(1,539.9
|
)
|
|||
Principal payments on amounts financed by vendors and intermediaries
|
(4,258.0
|
)
|
|
(2,721.5
|
)
|
|
(1,870.5
|
)
|
|||
Principal payments on certain capital leases
|
(72.9
|
)
|
|
(78.6
|
)
|
|
(103.9
|
)
|
|||
Adjusted free cash flow
|
$
|
107.8
|
|
|
$
|
745.2
|
|
|
$
|
1,137.5
|
|
(a)
|
Amounts include interest payments related to debt that has been or may be repaid in connection with the completion of the dispositions of UPC Austria, the Vodafone Disposal Group and UPC DTH. These interest payments have not been allocated to discontinued operations.
|
(b)
|
For purposes of our consolidated statements of cash flows, expenses financed by an intermediary are treated as hypothetical operating cash outflows and hypothetical financing cash inflows when the expenses are incurred. When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. For purposes of our adjusted free cash flow definition, we add back the hypothetical operating cash outflow when these financed expenses are incurred and deduct the financing cash outflows when we pay the financing intermediary.
|
|
Payments due during:
|
|
|
||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
in millions
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt (excluding interest)
|
$
|
3,537.5
|
|
|
$
|
269.8
|
|
|
$
|
2,320.2
|
|
|
$
|
673.3
|
|
|
$
|
108.7
|
|
|
$
|
22,405.8
|
|
|
$
|
29,315.3
|
|
Capital leases (excluding interest)
|
78.2
|
|
|
74.0
|
|
|
66.0
|
|
|
67.7
|
|
|
70.2
|
|
|
265.2
|
|
|
621.3
|
|
|||||||
Network and connectivity commitments
|
629.4
|
|
|
282.1
|
|
|
243.6
|
|
|
60.3
|
|
|
44.1
|
|
|
776.4
|
|
|
2,035.9
|
|
|||||||
Programming commitments
|
858.0
|
|
|
558.7
|
|
|
286.2
|
|
|
52.1
|
|
|
14.2
|
|
|
44.9
|
|
|
1,814.1
|
|
|||||||
Purchase commitments
|
742.8
|
|
|
243.9
|
|
|
88.5
|
|
|
31.9
|
|
|
20.4
|
|
|
45.5
|
|
|
1,173.0
|
|
|||||||
Operating leases
|
123.9
|
|
|
85.4
|
|
|
66.6
|
|
|
54.3
|
|
|
46.8
|
|
|
178.6
|
|
|
555.6
|
|
|||||||
Other commitments
|
27.0
|
|
|
3.2
|
|
|
0.5
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
31.0
|
|
|||||||
Total (a)
|
$
|
5,996.8
|
|
|
$
|
1,517.1
|
|
|
$
|
3,071.6
|
|
|
$
|
939.9
|
|
|
$
|
304.4
|
|
|
$
|
23,716.4
|
|
|
$
|
35,546.2
|
|
Projected cash interest payments on debt and capital lease obligations (b)
|
$
|
1,249.9
|
|
|
$
|
1,330.2
|
|
|
$
|
1,286.2
|
|
|
$
|
1,219.2
|
|
|
$
|
1,198.4
|
|
|
$
|
3,531.8
|
|
|
$
|
9,815.7
|
|
(a)
|
The commitments included in this table do not reflect any liabilities that are included in our December 31, 2018 consolidated balance sheet other than debt and capital lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ($637.3 million at December 31, 2018) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation.
|
(b)
|
Amounts are based on interest rates, interest payment dates, commitment fees and contractual maturities in effect as of December 31, 2018. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, the amounts presented do not include the impact of our interest rate derivative contracts, deferred financing costs, original issue premiums or discounts.
|
•
|
Impairment of property and equipment and intangible assets (including goodwill);
|
•
|
Costs associated with construction and installation activities;
|
•
|
Fair value measurements; and
|
•
|
Income tax accounting.
|
|
As of December 31,
|
||||
|
2018
|
|
2017
|
||
Spot rates:
|
|
|
|
||
Euro
|
0.8732
|
|
|
0.8318
|
|
British pound sterling
|
0.7846
|
|
|
0.7394
|
|
Swiss franc
|
0.9828
|
|
|
0.9736
|
|
Hungarian forint
|
280.21
|
|
|
258.41
|
|
Polish zloty
|
3.7454
|
|
|
3.4730
|
|
Czech koruna
|
22.471
|
|
|
21.243
|
|
Romanian lei
|
4.0640
|
|
|
3.8830
|
|
|
Year ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Average rates:
|
|
|
|
|
|
|||
Euro
|
0.8472
|
|
|
0.8852
|
|
|
0.9035
|
|
British pound sterling
|
0.7498
|
|
|
0.7767
|
|
|
0.7407
|
|
Swiss franc
|
0.9781
|
|
|
0.9847
|
|
|
0.9852
|
|
Hungarian forint
|
270.21
|
|
|
274.34
|
|
|
281.52
|
|
Polish zloty
|
3.6108
|
|
|
3.7766
|
|
|
3.9441
|
|
Czech koruna
|
21.734
|
|
|
23.374
|
|
|
24.437
|
|
Romanian lei
|
3.9430
|
|
|
4.0514
|
|
|
4.0594
|
|
(i)
|
an instantaneous increase (decrease) of 10% in the value of the Swiss franc, Polish zloty, Hungarian forint, Czech koruna and Romanian lei relative to the euro would have decreased (increased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately €420 million ($481 million);
|
(ii)
|
an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately €242 million ($277 million); and
|
(iii)
|
an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately €92 million ($105 million).
|
(i)
|
an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Telenet cross-currency derivative contracts by approximately €330 million ($378 million); and
|
(ii)
|
an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Telenet cross currency, interest rate cap and swap contracts by approximately €106 million ($121 million).
|
|
Payments (receipts) due during:
|
|
Total
|
||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
|||||||||||||||
|
in millions
|
||||||||||||||||||||||||||
Projected derivative cash payments (receipts), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest-related (a)
|
$
|
(27.1
|
)
|
|
$
|
(116.3
|
)
|
|
$
|
(94.0
|
)
|
|
$
|
(113.8
|
)
|
|
$
|
(131.2
|
)
|
|
$
|
(163.1
|
)
|
|
$
|
(645.5
|
)
|
Principal-related (b)
|
5.7
|
|
|
62.5
|
|
|
(155.7
|
)
|
|
(243.7
|
)
|
|
(129.3
|
)
|
|
(787.4
|
)
|
|
(1,247.9
|
)
|
|||||||
Other (c)
|
19.3
|
|
|
(55.3
|
)
|
|
(489.2
|
)
|
|
(183.6
|
)
|
|
—
|
|
|
—
|
|
|
(708.8
|
)
|
|||||||
Total
|
$
|
(2.1
|
)
|
|
$
|
(109.1
|
)
|
|
$
|
(738.9
|
)
|
|
$
|
(541.1
|
)
|
|
$
|
(260.5
|
)
|
|
$
|
(950.5
|
)
|
|
$
|
(2,602.2
|
)
|
(a)
|
Includes (i) the cash flows of our interest rate cap, swaption, collar and swap contracts and (ii) the interest-related cash flows of our cross-currency and interest rate swap contracts.
|
(b)
|
Includes the principal-related cash flows of our cross-currency swap contracts.
|
(c)
|
Includes amounts related to our equity-related derivative instruments and foreign currency forward contracts. We may elect to use cash or the collective value of the related shares and equity-related derivative instrument to settle the ITV Collar Loan and the Lionsgate Loan.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,480.5
|
|
|
$
|
1,672.4
|
|
Trade receivables, net
|
1,342.1
|
|
|
1,404.5
|
|
||
Derivative instruments (note 8)
|
394.2
|
|
|
494.4
|
|
||
Prepaid expenses
|
171.4
|
|
|
133.1
|
|
||
Current assets of discontinued operations (note 6)
|
356.5
|
|
|
276.0
|
|
||
Other current assets (notes 4 and 7)
|
396.7
|
|
|
351.2
|
|
||
Total current assets
|
4,141.4
|
|
|
4,331.6
|
|
||
Investments and related notes receivable (including $1,174.8 million and $2,315.3 million, respectively, measured at fair value on a recurring basis) (note 7)
|
5,121.8
|
|
|
6,671.4
|
|
||
Property and equipment, net (note 10)
|
13,878.9
|
|
|
14,149.0
|
|
||
Goodwill (note 10)
|
13,715.8
|
|
|
14,354.1
|
|
||
Deferred tax assets (note 12)
|
2,488.2
|
|
|
3,133.1
|
|
||
Long-term assets of discontinued operations (note 6)
|
10,174.6
|
|
|
11,237.4
|
|
||
Other assets, net (notes 4, 8, 10 and 12)
|
3,632.9
|
|
|
3,720.2
|
|
||
Total assets
|
$
|
53,153.6
|
|
|
$
|
57,596.8
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
874.3
|
|
|
$
|
926.0
|
|
Deferred revenue
|
847.1
|
|
|
936.6
|
|
||
Current portion of debt and capital lease obligations (note 11)
|
3,615.2
|
|
|
3,667.5
|
|
||
Accrued capital expenditures
|
543.2
|
|
|
580.8
|
|
||
Current liabilities of discontinued operations (note 6)
|
1,967.5
|
|
|
1,635.9
|
|
||
Other accrued and current liabilities (notes 8 and 15)
|
2,458.8
|
|
|
2,219.0
|
|
||
Total current liabilities
|
10,306.1
|
|
|
9,965.8
|
|
||
Long-term debt and capital lease obligations (note 11)
|
26,190.0
|
|
|
28,977.0
|
|
||
Long-term liabilities of discontinued operations (note 6)
|
10,072.4
|
|
|
10,014.4
|
|
||
Other long-term liabilities (notes 8, 12, 15 and 16)
|
2,436.8
|
|
|
2,246.6
|
|
||
Total liabilities
|
49,005.3
|
|
|
51,203.8
|
|
||
|
|
|
|
||||
Commitments and contingencies (notes 5, 8, 11, 12, 16 and 18)
|
|
|
|
||||
|
|
|
|
||||
Equity (note 13):
|
|
|
|
||||
Liberty Global shareholders:
|
|
|
|
||||
Liberty Global Shares — Class A, $0.01 nominal value. Issued and outstanding 204,450,499 and 219,668,579 shares, respectively
|
2.0
|
|
|
2.2
|
|
||
Liberty Global Shares — Class B, $0.01 nominal value. Issued and outstanding 11,099,593 and 11,102,619 shares, respectively
|
0.1
|
|
|
0.1
|
|
||
Liberty Global Shares — Class C, $0.01 nominal value. Issued and outstanding 531,174,389 and 584,332,055 shares, respectively
|
5.3
|
|
|
5.8
|
|
||
Additional paid-in capital
|
9,214.5
|
|
|
11,358.6
|
|
||
Accumulated deficit
|
(5,172.2
|
)
|
|
(6,217.6
|
)
|
||
Accumulated other comprehensive earnings, net of taxes
|
631.8
|
|
|
1,656.0
|
|
||
Treasury shares, at cost
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Total Liberty Global shareholders
|
4,681.4
|
|
|
6,805.0
|
|
||
Noncontrolling interests
|
(533.1
|
)
|
|
(412.0
|
)
|
||
Total equity
|
4,148.3
|
|
|
6,393.0
|
|
||
Total liabilities and equity
|
$
|
53,153.6
|
|
|
$
|
57,596.8
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions, except per share amounts
|
||||||||||
|
|
|
|
|
|
||||||
Revenue (notes 4, 7 and 19)
|
$
|
11,957.9
|
|
|
$
|
11,276.4
|
|
|
$
|
13,731.1
|
|
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
|
|
|
|
|
|
||||||
Programming and other direct costs of services
|
3,246.1
|
|
|
2,973.6
|
|
|
3,499.4
|
|
|||
Other operating (note 14)
|
1,717.2
|
|
|
1,659.5
|
|
|
1,924.8
|
|
|||
Selling, general and administrative (SG&A) (note 14)
|
2,049.1
|
|
|
1,980.4
|
|
|
2,494.6
|
|
|||
Depreciation and amortization (note 10)
|
3,858.2
|
|
|
3,790.6
|
|
|
4,117.7
|
|
|||
Impairment, restructuring and other operating items, net (notes 5, 15 and 16)
|
248.2
|
|
|
79.9
|
|
|
124.5
|
|
|||
|
11,118.8
|
|
|
10,484.0
|
|
|
12,161.0
|
|
|||
Operating income
|
839.1
|
|
|
792.4
|
|
|
1,570.1
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(1,478.7
|
)
|
|
(1,416.1
|
)
|
|
(1,866.1
|
)
|
|||
Realized and unrealized gains (losses) on derivative instruments, net (note 8)
|
1,125.8
|
|
|
(1,052.8
|
)
|
|
1,022.3
|
|
|||
Foreign currency transaction gains (losses), net
|
90.4
|
|
|
(181.5
|
)
|
|
(326.3
|
)
|
|||
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net (notes 7, 9 and 11)
|
(384.5
|
)
|
|
43.4
|
|
|
(456.1
|
)
|
|||
Losses on debt modification and extinguishment, net (note 11)
|
(65.0
|
)
|
|
(252.2
|
)
|
|
(233.8
|
)
|
|||
Share of results of affiliates, net (note 7)
|
(8.7
|
)
|
|
(95.2
|
)
|
|
(111.6
|
)
|
|||
Gain on the VodafoneZiggo JV Transaction (note 6)
|
—
|
|
|
4.5
|
|
|
520.8
|
|
|||
Other income, net
|
43.4
|
|
|
46.4
|
|
|
124.0
|
|
|||
|
(677.3
|
)
|
|
(2,903.5
|
)
|
|
(1,326.8
|
)
|
|||
Earnings (loss) from continuing operations before income taxes
|
161.8
|
|
|
(2,111.1
|
)
|
|
243.3
|
|
|||
Income tax benefit (expense) (note 12)
|
(1,573.3
|
)
|
|
(238.9
|
)
|
|
1,407.0
|
|
|||
Earnings (loss) from continuing operations
|
(1,411.5
|
)
|
|
(2,350.0
|
)
|
|
1,650.3
|
|
|||
Discontinued operations (note 6):
|
|
|
|
|
|
||||||
Earnings (loss) from discontinued operations, net of taxes
|
1,163.4
|
|
|
(370.6
|
)
|
|
117.0
|
|
|||
Gain on disposal of discontinued operations, net of taxes
|
1,098.1
|
|
|
—
|
|
|
—
|
|
|||
|
2,261.5
|
|
|
(370.6
|
)
|
|
117.0
|
|
|||
Net earnings (loss)
|
850.0
|
|
|
(2,720.6
|
)
|
|
1,767.3
|
|
|||
Net earnings attributable to noncontrolling interests
|
(124.7
|
)
|
|
(57.5
|
)
|
|
(62.0
|
)
|
|||
Net earnings (loss) attributable to Liberty Global shareholders
|
$
|
725.3
|
|
|
$
|
(2,778.1
|
)
|
|
$
|
1,705.3
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) from continuing operations attributable to Liberty Global shareholders per share (note 3)
|
$
|
(1.97
|
)
|
|
$
|
(2.86
|
)
|
|
$
|
1.83
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders per share (note 3)
|
$
|
(1.97
|
)
|
|
$
|
(2.86
|
)
|
|
$
|
1.81
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
850.0
|
|
|
$
|
(2,720.6
|
)
|
|
$
|
1,767.3
|
|
Other comprehensive earnings (loss), net of taxes (note 17):
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(897.9
|
)
|
|
1,898.7
|
|
|
(1,909.8
|
)
|
|||
Reclassification adjustments included in net earnings (loss) (note 6)
|
(2.3
|
)
|
|
(2.0
|
)
|
|
714.2
|
|
|||
Pension-related adjustments and other
|
(17.7
|
)
|
|
17.7
|
|
|
(2.4
|
)
|
|||
Other comprehensive earnings (loss) from continuing operations
|
(917.9
|
)
|
|
1,914.4
|
|
|
(1,198.0
|
)
|
|||
Other comprehensive earnings (loss) from discontinued operations (note 6)
|
(106.1
|
)
|
|
30.4
|
|
|
(73.4
|
)
|
|||
Other comprehensive earnings (loss)
|
(1,024.0
|
)
|
|
1,944.8
|
|
|
(1,271.4
|
)
|
|||
Comprehensive earnings (loss)
|
(174.0
|
)
|
|
(775.8
|
)
|
|
495.9
|
|
|||
Comprehensive earnings attributable to noncontrolling interests
|
(124.9
|
)
|
|
(59.2
|
)
|
|
(58.9
|
)
|
|||
Comprehensive earnings (loss) attributable to Liberty Global shareholders
|
$
|
(298.9
|
)
|
|
$
|
(835.0
|
)
|
|
$
|
437.0
|
|
|
Liberty Global shareholders
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||||||||||||||||||
|
Liberty Global Shares
|
|
LiLAC Shares
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
earnings (loss),
net of taxes
|
|
Treasury shares, at cost
|
|
Total Liberty Global
shareholders
|
|
|||||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2016
|
$
|
8.5
|
|
|
$
|
0.4
|
|
|
$
|
14,908.1
|
|
|
$
|
(5,160.1
|
)
|
|
$
|
895.9
|
|
|
$
|
(0.4
|
)
|
|
$
|
10,652.4
|
|
|
$
|
(478.1
|
)
|
|
$
|
10,174.3
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,705.3
|
|
|
—
|
|
|
—
|
|
|
1,705.3
|
|
|
62.0
|
|
|
1,767.3
|
|
|||||||||
Other comprehensive loss, net of taxes
(note 17)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,268.3
|
)
|
|
—
|
|
|
(1,268.3
|
)
|
|
(3.1
|
)
|
|
(1,271.4
|
)
|
|||||||||
Impact of the C&W Acquisition (note 5)
|
1.1
|
|
|
0.1
|
|
|
4,488.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,490.1
|
|
|
1,451.8
|
|
|
5,941.9
|
|
|||||||||
Repurchase and cancellation of Liberty Global ordinary shares (note 13)
|
(0.6
|
)
|
|
—
|
|
|
(2,088.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,089.5
|
)
|
|
—
|
|
|
(2,089.5
|
)
|
|||||||||
Share-based compensation (note 14)
|
—
|
|
|
—
|
|
|
269.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
269.0
|
|
|
—
|
|
|
269.0
|
|
|||||||||
Liberty Global call option contracts
|
—
|
|
|
—
|
|
|
119.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119.1
|
|
|
—
|
|
|
119.1
|
|
|||||||||
Impact of the LiLAC Distribution (note 5)
|
—
|
|
|
1.2
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Adjustments due to changes in subsidiaries’ equity and other, net (note 13)
|
(0.1
|
)
|
|
—
|
|
|
(116.8
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(116.8
|
)
|
|
(61.9
|
)
|
|
(178.7
|
)
|
|||||||||
Balance at December 31, 2016
|
$
|
8.9
|
|
|
$
|
1.7
|
|
|
$
|
17,578.2
|
|
|
$
|
(3,454.8
|
)
|
|
$
|
(372.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
13,761.3
|
|
|
$
|
970.7
|
|
|
$
|
14,732.0
|
|
|
Liberty Global shareholders
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||||||||||||||||||
|
Liberty Global Shares
|
|
LiLAC Shares
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
earnings (loss),
net of taxes
|
|
Treasury shares, at cost
|
|
Total Liberty Global
shareholders
|
|
|||||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2017, before effect of accounting change
|
$
|
8.9
|
|
|
$
|
1.7
|
|
|
$
|
17,578.2
|
|
|
$
|
(3,454.8
|
)
|
|
$
|
(372.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
13,761.3
|
|
|
$
|
970.7
|
|
|
$
|
14,732.0
|
|
Accounting change (note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
15.3
|
|
|
—
|
|
|
—
|
|
|
15.3
|
|
|
—
|
|
|
15.3
|
|
|||||||||
Balance at January 1, 2017, as adjusted for accounting change
|
8.9
|
|
|
1.7
|
|
|
17,578.2
|
|
|
(3,439.5
|
)
|
|
(372.4
|
)
|
|
(0.3
|
)
|
|
13,776.6
|
|
|
970.7
|
|
|
14,747.3
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,778.1
|
)
|
|
—
|
|
|
—
|
|
|
(2,778.1
|
)
|
|
57.5
|
|
|
(2,720.6
|
)
|
|||||||||
Other comprehensive earnings, net of taxes
(note 17)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,943.1
|
|
|
—
|
|
|
1,943.1
|
|
|
1.7
|
|
|
1,944.8
|
|
|||||||||
Impact of the Split-off Transaction (note 6)
|
—
|
|
|
(1.7
|
)
|
|
(3,346.8
|
)
|
|
—
|
|
|
85.3
|
|
|
—
|
|
|
(3,263.2
|
)
|
|
(1,360.9
|
)
|
|
(4,624.1
|
)
|
|||||||||
Repurchase and cancellation of Liberty Global ordinary shares (note 13)
|
(0.8
|
)
|
|
—
|
|
|
(2,947.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,948.2
|
)
|
|
—
|
|
|
(2,948.2
|
)
|
|||||||||
Share-based compensation (note 14)
|
—
|
|
|
—
|
|
|
155.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155.9
|
|
|
—
|
|
|
155.9
|
|
|||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
(81.3
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(81.1
|
)
|
|
(81.0
|
)
|
|
(162.1
|
)
|
|||||||||
Balance at December 31, 2017
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
11,358.6
|
|
|
$
|
(6,217.6
|
)
|
|
$
|
1,656.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
6,805.0
|
|
|
$
|
(412.0
|
)
|
|
$
|
6,393.0
|
|
|
Liberty Global shareholders
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||||||||||||||||||||||
|
Ordinary shares
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
earnings,
net of taxes
|
|
Treasury shares, at cost
|
|
Total Liberty Global
shareholders
|
|
|||||||||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class C
|
||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Balance at January 1, 2018, before effect of accounting change
|
$
|
2.2
|
|
|
$
|
0.1
|
|
|
$
|
5.8
|
|
|
$
|
11,358.6
|
|
|
$
|
(6,217.6
|
)
|
|
$
|
1,656.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
6,805.0
|
|
|
$
|
(412.0
|
)
|
|
$
|
6,393.0
|
|
Accounting change (note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320.1
|
|
|
—
|
|
|
—
|
|
|
320.1
|
|
|
4.4
|
|
|
324.5
|
|
||||||||||
Balance at January 1, 2018, as adjusted for accounting change
|
2.2
|
|
|
0.1
|
|
|
5.8
|
|
|
11,358.6
|
|
|
(5,897.5
|
)
|
|
1,656.0
|
|
|
(0.1
|
)
|
|
7,125.1
|
|
|
(407.6
|
)
|
|
6,717.5
|
|
||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
725.3
|
|
|
—
|
|
|
—
|
|
|
725.3
|
|
|
124.7
|
|
|
850.0
|
|
||||||||||
Other comprehensive loss, net of taxes (note 17)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,024.2
|
)
|
|
—
|
|
|
(1,024.2
|
)
|
|
0.2
|
|
|
(1,024.0
|
)
|
||||||||||
Repurchase and cancellation of Liberty Global ordinary shares (note 13)
|
(0.2
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(2,009.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,010.0
|
)
|
|
—
|
|
|
(2,010.0
|
)
|
||||||||||
Distributions by subsidiaries to noncontrolling interest owners
(note 13)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
|
(298.4
|
)
|
||||||||||
Repurchases by Telenet of its outstanding shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(294.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294.0
|
)
|
|
35.4
|
|
|
(258.6
|
)
|
||||||||||
Share-based compensation (note 14)
|
—
|
|
|
—
|
|
|
—
|
|
|
154.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154.4
|
|
|
—
|
|
|
154.4
|
|
||||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
|
12.6
|
|
|
17.4
|
|
||||||||||
Balance at December 31, 2018
|
$
|
2.0
|
|
|
$
|
0.1
|
|
|
$
|
5.3
|
|
|
$
|
9,214.5
|
|
|
$
|
(5,172.2
|
)
|
|
$
|
631.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
4,681.4
|
|
|
$
|
(533.1
|
)
|
|
$
|
4,148.3
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
850.0
|
|
|
$
|
(2,720.6
|
)
|
|
$
|
1,767.3
|
|
Earnings (loss) from discontinued operations
|
2,261.5
|
|
|
(370.6
|
)
|
|
117.0
|
|
|||
Earnings (loss) from continuing operations
|
(1,411.5
|
)
|
|
(2,350.0
|
)
|
|
1,650.3
|
|
|||
Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities from continuing operations:
|
|
|
|
|
|
||||||
Share-based compensation expense
|
206.0
|
|
|
162.2
|
|
|
268.1
|
|
|||
Depreciation and amortization
|
3,858.2
|
|
|
3,790.6
|
|
|
4,117.7
|
|
|||
Impairment, restructuring and other operating items, net
|
248.2
|
|
|
79.9
|
|
|
124.5
|
|
|||
Amortization of deferred financing costs and non-cash interest
|
56.4
|
|
|
61.2
|
|
|
69.7
|
|
|||
Realized and unrealized losses (gains) on derivative instruments, net
|
(1,125.8
|
)
|
|
1,052.8
|
|
|
(1,022.3
|
)
|
|||
Foreign currency transaction losses (gains), net
|
(90.4
|
)
|
|
181.5
|
|
|
326.3
|
|
|||
Realized and unrealized losses (gains) due to changes in fair values of certain investments and debt, net
|
384.5
|
|
|
(43.4
|
)
|
|
456.1
|
|
|||
Losses on debt modification and extinguishment, net
|
65.0
|
|
|
252.2
|
|
|
233.8
|
|
|||
Share of results of affiliates, net
|
8.7
|
|
|
95.2
|
|
|
111.6
|
|
|||
Gain on the VodafoneZiggo JV Transaction
|
—
|
|
|
(4.5
|
)
|
|
(520.8
|
)
|
|||
Deferred income tax expense (benefit)
|
438.1
|
|
|
46.6
|
|
|
(1,428.4
|
)
|
|||
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Receivables and other operating assets
|
635.4
|
|
|
470.6
|
|
|
362.8
|
|
|||
Payables and accruals
|
459.4
|
|
|
(651.7
|
)
|
|
(915.1
|
)
|
|||
Dividends from affiliates and others
|
252.8
|
|
|
299.5
|
|
|
39.4
|
|
|||
Net cash provided by operating activities of continuing operations
|
3,985.0
|
|
|
3,442.7
|
|
|
3,873.7
|
|
|||
Net cash provided by operating activities of discontinued operations
|
1,978.1
|
|
|
2,265.3
|
|
|
2,067.2
|
|
|||
Net cash provided by operating activities
|
5,963.1
|
|
|
5,708.0
|
|
|
5,940.9
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds received upon disposition of discontinued operation, net
|
2,058.2
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
(1,453.0
|
)
|
|
(1,250.0
|
)
|
|
(1,539.9
|
)
|
|||
Investments in and loans to affiliates and others
|
(88.8
|
)
|
|
(118.3
|
)
|
|
(140.2
|
)
|
|||
Cash paid in connection with acquisitions, net of cash acquired
|
(82.5
|
)
|
|
(413.9
|
)
|
|
(1,393.4
|
)
|
|||
Sales of investments
|
36.2
|
|
|
25.5
|
|
|
147.3
|
|
|||
Distributions received from affiliates
|
—
|
|
|
1,569.4
|
|
|
—
|
|
|||
Equalization payment related to the VodafoneZiggo JV Transaction
|
—
|
|
|
845.3
|
|
|
—
|
|
|||
Cash and cash equivalents and restricted cash contributed to the VodafoneZiggo JV in connection with the VodafoneZiggo JV Transaction
|
—
|
|
|
—
|
|
|
(3,150.1
|
)
|
|||
Other investing activities, net
|
131.4
|
|
|
123.0
|
|
|
76.2
|
|
|||
Net cash provided (used) by investing activities of continuing operations
|
601.5
|
|
|
781.0
|
|
|
(6,000.1
|
)
|
|||
Net cash used by investing activities of discontinued operations
|
(514.2
|
)
|
|
(1,341.8
|
)
|
|
(1,043.3
|
)
|
|||
Net cash provided (used) by investing activities
|
$
|
87.3
|
|
|
$
|
(560.8
|
)
|
|
$
|
(7,043.4
|
)
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayments and repurchases of debt and capital lease obligations
|
$
|
(8,170.6
|
)
|
|
$
|
(8,177.5
|
)
|
|
$
|
(10,952.5
|
)
|
Borrowings of debt
|
4,396.5
|
|
|
7,215.4
|
|
|
14,802.7
|
|
|||
Repurchase of Liberty Global ordinary shares
|
(2,009.9
|
)
|
|
(2,976.2
|
)
|
|
(1,968.3
|
)
|
|||
Distributions by subsidiaries to noncontrolling interest owners
|
(290.3
|
)
|
|
(13.0
|
)
|
|
(13.2
|
)
|
|||
Repurchase by Telenet of its outstanding shares
|
(244.7
|
)
|
|
(36.5
|
)
|
|
(54.7
|
)
|
|||
Net cash received (paid) related to derivative instruments
|
112.8
|
|
|
(138.1
|
)
|
|
(251.5
|
)
|
|||
Payment of financing costs and debt premiums
|
(73.1
|
)
|
|
(249.6
|
)
|
|
(217.4
|
)
|
|||
Value-added taxes (VAT) paid on behalf of the VodafoneZiggo JV
|
—
|
|
|
(162.6
|
)
|
|
—
|
|
|||
Other financing activities, net
|
(7.3
|
)
|
|
33.9
|
|
|
(8.3
|
)
|
|||
Net cash provided (used) by financing activities of continuing operations
|
(6,286.6
|
)
|
|
(4,504.2
|
)
|
|
1,336.8
|
|
|||
Net cash provided (used) by financing activities of discontinued operations
|
96.8
|
|
|
(175.4
|
)
|
|
362.2
|
|
|||
Net cash provided (used) by financing activities
|
(6,189.8
|
)
|
|
(4,679.6
|
)
|
|
1,699.0
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Continuing operations
|
(43.2
|
)
|
|
114.2
|
|
|
(40.1
|
)
|
|||
Discontinued operations
|
(1.9
|
)
|
|
1.1
|
|
|
1.7
|
|
|||
Total
|
(45.1
|
)
|
|
115.3
|
|
|
(38.4
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Continuing operations
|
(1,743.3
|
)
|
|
(166.3
|
)
|
|
(829.7
|
)
|
|||
Discontinued operations - Vodafone Disposal Group, UPC Austria and UPC DTH
|
1,558.8
|
|
|
761.7
|
|
|
1,081.6
|
|
|||
Discontinued operations - LiLAC Group
|
—
|
|
|
(12.5
|
)
|
|
306.2
|
|
|||
Total
|
$
|
(184.5
|
)
|
|
$
|
582.9
|
|
|
$
|
558.1
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Beginning of year
|
$
|
1,682.8
|
|
|
$
|
1,087.4
|
|
|
$
|
835.5
|
|
Net increase (excluding, during 2017 and 2016, LiLAC Group activity related to cash balances included in discontinued operations)
|
(184.5
|
)
|
|
595.4
|
|
|
251.9
|
|
|||
End of year
|
$
|
1,498.3
|
|
|
$
|
1,682.8
|
|
|
$
|
1,087.4
|
|
|
|
|
|
|
|
||||||
Cash paid for interest:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1,405.7
|
|
|
$
|
1,380.6
|
|
|
$
|
1,844.5
|
|
Discontinued operations
|
436.4
|
|
|
905.8
|
|
|
763.5
|
|
|||
Total
|
$
|
1,842.1
|
|
|
$
|
2,286.4
|
|
|
$
|
2,608.0
|
|
|
|
|
|
|
|
||||||
Net cash paid for taxes:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
309.0
|
|
|
$
|
269.7
|
|
|
$
|
231.1
|
|
Discontinued operations
|
55.1
|
|
|
143.4
|
|
|
209.6
|
|
|||
Total
|
$
|
364.1
|
|
|
$
|
413.1
|
|
|
$
|
440.7
|
|
|
|
|
|
|
|
||||||
Details of end of period cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,480.5
|
|
|
$
|
1,672.4
|
|
|
$
|
1,076.6
|
|
Restricted cash included in other current assets and other assets, net
|
15.9
|
|
|
8.3
|
|
|
10.8
|
|
|||
Restricted cash included in current and long-term assets of discontinued operations
|
1.9
|
|
|
2.1
|
|
|
—
|
|
|||
Total cash and cash equivalents and restricted cash
|
$
|
1,498.3
|
|
|
$
|
1,682.8
|
|
|
$
|
1,087.4
|
|
•
|
When we enter into contracts to provide services to our customers, we often provide time-limited discounts or free service periods. Under previous accounting rules, we recognized revenue, net of discounts, during the promotional periods and did not recognize any revenue during free service periods. Under ASU 2014-09, revenue recognition for those contracts that contain substantive termination penalties is recognized uniformly over the contractual period. For contracts that do not have substantive termination penalties, we continue to record the impacts of partial or full discounts during the applicable promotional periods.
|
•
|
When we enter into contracts to provide services to our customers, we often charge installation or other upfront fees. Under previous accounting rules, installation fees related to services provided over our cable networks were recognized as revenue during the period in which the installation occurred to the extent these fees were equal to or less than direct selling costs. Under ASU 2014-09, these fees are generally deferred and recognized as revenue over the contractual period, or longer if the upfront fee results in a material renewal right.
|
|
Balance at December 31, 2017
|
|
ASU 2014-09 Adjustments
|
|
Balance at January 1, 2018
|
|||||
|
in millions
|
|||||||||
Assets:
|
|
|
|
|
|
|||||
Trade receivables, net
|
$
|
1,404.5
|
|
|
(0.7
|
)
|
|
$
|
1,403.8
|
|
Current assets of discontinued operations
|
$
|
276.0
|
|
|
98.2
|
|
|
$
|
374.2
|
|
Other current assets
|
$
|
351.2
|
|
|
76.6
|
|
|
$
|
427.8
|
|
Investments and related note receivables (a)
|
$
|
6,671.4
|
|
|
191.2
|
|
|
$
|
6,862.6
|
|
Deferred tax assets
|
$
|
3,133.1
|
|
|
(16.0
|
)
|
|
$
|
3,117.1
|
|
Long-term assets of discontinued operations
|
$
|
11,237.4
|
|
|
29.1
|
|
|
$
|
11,266.5
|
|
Other assets, net
|
$
|
3,720.2
|
|
|
21.4
|
|
|
$
|
3,741.6
|
|
|
|
|
|
|
|
|||||
Liabilities:
|
|
|
|
|
|
|||||
Deferred revenue
|
$
|
936.6
|
|
|
5.6
|
|
|
$
|
942.2
|
|
Current liabilities of discontinued operations
|
$
|
1,635.9
|
|
|
26.7
|
|
|
$
|
1,662.6
|
|
Other accrued and current liabilities
|
$
|
2,219.0
|
|
|
1.2
|
|
|
$
|
2,220.2
|
|
Long-term liabilities of discontinued operations
|
$
|
10,014.4
|
|
|
39.1
|
|
|
$
|
10,053.5
|
|
Other long-term liabilities
|
$
|
2,246.6
|
|
|
2.7
|
|
|
$
|
2,249.3
|
|
|
|
|
|
|
|
|||||
Equity:
|
|
|
|
|
|
|||||
Accumulated deficit (a)
|
$
|
(6,217.6
|
)
|
|
320.1
|
|
|
$
|
(5,897.5
|
)
|
Noncontrolling interests
|
$
|
(412.0
|
)
|
|
4.4
|
|
|
$
|
(407.6
|
)
|
(a)
|
The ASU 2014-09 adjustment amounts include the impact of our share of the VodafoneZiggo JV’s adjustment to its owners’ equity.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions, except share amounts
|
||||||||||
|
|
|
|
|
|
||||||
Earnings (loss) from continuing operations
|
$
|
(1,411.5
|
)
|
|
$
|
(2,350.0
|
)
|
|
$
|
1,650.3
|
|
Net earnings from continuing operations attributable to noncontrolling interests
|
(120.5
|
)
|
|
(71.4
|
)
|
|
(25.8
|
)
|
|||
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders
|
$
|
(1,532.0
|
)
|
|
$
|
(2,421.4
|
)
|
|
$
|
1,624.5
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
778,675,957
|
|
|
847,894,601
|
|
|
889,790,968
|
|
|||
Diluted
|
778,675,957
|
|
|
847,894,601
|
|
|
899,969,654
|
|
Numerator:
|
|
||
Net earnings attributable to holders of Liberty Global Shares (basic EPS computation)
|
$
|
1,624.5
|
|
Interest expense on Virgin Media’s 6.50% convertible senior notes
|
1.7
|
|
|
Net earnings attributable to holders of Liberty Global Shares (diluted EPS computation)
|
$
|
1,626.2
|
|
|
|
||
Denominator:
|
|
||
Weighted average ordinary shares (basic EPS computation)
|
889,790,968
|
|
|
Incremental shares attributable to the assumed exercise and vesting of share incentive awards (treasury stock method)
|
7,819,514
|
|
|
Incremental shares attributable to the assumed conversion of Virgin Media’s 6.5% convertible senior notes
|
2,359,172
|
|
|
Weighted average ordinary shares (diluted EPS computation)
|
899,969,654
|
|
Cash and cash equivalents
|
$
|
160.1
|
|
Other current assets
|
148.3
|
|
|
Property and equipment, net
|
811.4
|
|
|
Goodwill (a)
|
330.7
|
|
|
Intangible assets subject to amortization, net:
|
|
||
Mobile spectrum (b)
|
261.0
|
|
|
Customer relationships (b)
|
115.0
|
|
|
Trademarks (b)
|
40.7
|
|
|
Other assets, net
|
10.5
|
|
|
Accrued and current liabilities
|
(290.0
|
)
|
|
Long-term liabilities
|
(93.4
|
)
|
|
Total purchase price (c)
|
$
|
1,494.3
|
|
(a)
|
The goodwill recognized in connection with the BASE Acquisition was primarily attributable to (i) the ability to take advantage of BASE’s existing mobile network to gain immediate access to potential customers and (ii) estimated synergy benefits through the integration of BASE with Telenet.
|
(b)
|
As of February 11, 2016, the weighted average useful life of BASE’s mobile spectrum, customer relationships and trademarks was approximately 11 years, seven years and 20 years, respectively.
|
(c)
|
Excludes direct acquisition costs of $17.1 million, including $7.1 million incurred during 2016, which is included in impairment, restructuring and other operating items, net, in our consolidated statement of operations.
|
Class A Liberty Global Shares (a)
|
$
|
1,167.2
|
|
Class C Liberty Global Shares (a)
|
2,803.5
|
|
|
Class A LiLAC Shares (a)
|
144.1
|
|
|
Class C LiLAC Shares (a)
|
375.3
|
|
|
Special Dividend (b)
|
193.8
|
|
|
Total
|
$
|
4,683.9
|
|
(a)
|
Represents the fair value of the 31,607,008 Class A Liberty Global Shares, 77,379,774 Class C Liberty Global Shares, 3,648,513 Class A LiLAC Shares and 8,939,316 Class C LiLAC Shares issued to C&W shareholders in connection with the C&W Acquisition. These amounts are based on the market price per share at closing on May 16, 2016 of $36.93, $36.23, $39.50 and $41.98, respectively.
|
(b)
|
The Special Dividend amount is based on 4,433,222,313 outstanding shares of C&W on May 16, 2016.
|
|
Year ended December 31, 2016
|
||
|
|
||
Revenue (in millions)
|
$
|
13,805.5
|
|
|
|
||
Net earnings from continuing operations attributable to Liberty Global shareholders (in millions)
|
$
|
1,621.0
|
|
|
|
||
Basic and diluted earnings from continuing operations attributable to Liberty Global shareholders per Liberty Global share:
|
|
||
Basic
|
$
|
1.82
|
|
Diluted
|
$
|
1.80
|
|
•
|
a reorganization agreement (the Reorganization Agreement), which provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-off Transaction, certain conditions to the Split-off Transaction and provisions governing the relationship between Liberty Global and Liberty Latin America with respect to and resulting from the Split-off Transaction;
|
•
|
a tax sharing agreement (the Tax Sharing Agreement), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters;
|
•
|
a services agreement (the Services Agreement), pursuant to which, for up to two years following the Split-off Transaction, with the option to renew for a one-year period, Liberty Global will provide Liberty Latin America with specified services, including access to Liberty Global’s procurement team and tools to leverage scale and take advantage of joint purchasing opportunities, certain management services, other services to support Liberty Latin America’s legal, tax, accounting and finance departments, and certain technical and information technology services (including software development services associated with Horizon TV, our next generation multimedia home gateway, management information systems, computer, data storage, and network and telecommunications services);
|
•
|
a sublease agreement (the Sublease Agreement), pursuant to which Liberty Latin America will sublease office space from Liberty Global in Denver, Colorado until May 31, 2031, subject to customary termination and notice provisions; and
|
•
|
a facilities sharing agreement (the Facilities Sharing Agreement), pursuant to which, for as long as the Sublease Agreement remains in effect, Liberty Latin America will pay a fee for the usage of certain facilities at the office space in Denver, Colorado.
|
|
Vodafone Disposal Group
|
|
UPC DTH
|
|
Total
|
||||||
|
in millions
|
||||||||||
Assets:
|
|
|
|
|
|
||||||
Current assets other than cash
|
$
|
348.0
|
|
|
$
|
8.5
|
|
|
$
|
356.5
|
|
Property and equipment, net
|
5,591.4
|
|
|
79.7
|
|
|
5,671.1
|
|
|||
Goodwill
|
3,986.7
|
|
|
—
|
|
|
3,986.7
|
|
|||
Other assets, net
|
509.4
|
|
|
7.4
|
|
|
516.8
|
|
|||
Total assets
|
$
|
10,435.5
|
|
|
$
|
95.6
|
|
|
$
|
10,531.1
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
||||||
Current portion of debt and capital lease obligations
|
$
|
809.0
|
|
|
$
|
11.2
|
|
|
$
|
820.2
|
|
Other accrued and current liabilities
|
1,114.8
|
|
|
32.5
|
|
|
1,147.3
|
|
|||
Long-term debt and capital lease obligations
|
9,037.1
|
|
|
37.5
|
|
|
9,074.6
|
|
|||
Other long-term liabilities
|
997.5
|
|
|
0.3
|
|
|
997.8
|
|
|||
Total liabilities
|
$
|
11,958.4
|
|
|
$
|
81.5
|
|
|
$
|
12,039.9
|
|
|
UPC Austria
|
|
Vodafone Disposal Group
|
|
UPC DTH
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Current assets other than cash
|
$
|
29.2
|
|
|
$
|
238.9
|
|
|
$
|
7.9
|
|
|
$
|
276.0
|
|
Property and equipment, net
|
451.9
|
|
|
5,290.1
|
|
|
96.3
|
|
|
5,838.3
|
|
||||
Goodwill
|
732.2
|
|
|
4,181.0
|
|
|
—
|
|
|
4,913.2
|
|
||||
Other assets, net
|
3.2
|
|
|
482.7
|
|
|
—
|
|
|
485.9
|
|
||||
Total assets
|
$
|
1,216.5
|
|
|
$
|
10,192.7
|
|
|
$
|
104.2
|
|
|
$
|
11,513.4
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Current portion of debt and capital lease obligations
|
$
|
0.8
|
|
|
$
|
486.9
|
|
|
$
|
12.6
|
|
|
$
|
500.3
|
|
Other accrued and current liabilities
|
77.7
|
|
|
1,022.3
|
|
|
35.6
|
|
|
1,135.6
|
|
||||
Long-term debt and capital lease obligations
|
1.5
|
|
|
9,026.1
|
|
|
46.4
|
|
|
9,074.0
|
|
||||
Other long-term liabilities
|
76.3
|
|
|
863.7
|
|
|
0.4
|
|
|
940.4
|
|
||||
Total liabilities
|
$
|
156.3
|
|
|
$
|
11,399.0
|
|
|
$
|
95.0
|
|
|
$
|
11,650.3
|
|
|
UPC Austria (a)
|
|
Vodafone Disposal Group
|
|
UPC DTH
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
252.4
|
|
|
$
|
3,584.2
|
|
|
$
|
117.0
|
|
|
$
|
3,953.6
|
|
Operating income
|
$
|
139.0
|
|
|
$
|
1,787.0
|
|
|
$
|
11.7
|
|
|
$
|
1,937.7
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings before income taxes
|
$
|
138.7
|
|
|
$
|
1,396.3
|
|
|
$
|
9.6
|
|
|
$
|
1,544.6
|
|
Income tax benefit (expense)
|
(23.3
|
)
|
|
(365.2
|
)
|
|
7.3
|
|
|
(381.2
|
)
|
||||
Net earnings
|
115.4
|
|
|
1,031.1
|
|
|
16.9
|
|
|
1,163.4
|
|
||||
Net earnings attributable to noncontrolling interests
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
||||
Net earnings attributable to Liberty Global shareholders
|
$
|
111.2
|
|
|
$
|
1,031.1
|
|
|
$
|
16.9
|
|
|
$
|
1,159.2
|
|
(a)
|
Includes the operating results of UPC Austria from January 1, 2018 through July 31, 2018, the date UPC Austria was sold.
|
|
UPC Austria
|
|
Vodafone Disposal Group
|
|
UPC DTH
|
|
LiLAC Group
|
|
Total
|
||||||||||
|
in millions
|
||||||||||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
394.9
|
|
|
$
|
3,263.0
|
|
|
$
|
114.6
|
|
|
$
|
3,590.0
|
|
|
$
|
7,362.5
|
|
Operating income (loss)
|
$
|
150.0
|
|
|
$
|
976.0
|
|
|
$
|
11.7
|
|
|
$
|
(162.9
|
)
|
|
$
|
974.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) before income taxes
|
$
|
150.0
|
|
|
$
|
395.4
|
|
|
$
|
9.7
|
|
|
$
|
(651.1
|
)
|
|
$
|
(96.0
|
)
|
Income tax expense
|
(4.5
|
)
|
|
(66.1
|
)
|
|
—
|
|
|
(204.0
|
)
|
|
(274.6
|
)
|
|||||
Net earnings (loss)
|
145.5
|
|
|
329.3
|
|
|
9.7
|
|
|
(855.1
|
)
|
|
(370.6
|
)
|
|||||
Net loss (earnings) attributable to noncontrolling interests
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|
20.6
|
|
|
13.8
|
|
|||||
Net earnings (loss) attributable to Liberty Global shareholders
|
$
|
138.7
|
|
|
$
|
329.3
|
|
|
$
|
9.7
|
|
|
$
|
(834.5
|
)
|
|
$
|
(356.8
|
)
|
|
UPC Austria
|
|
Vodafone Disposal Group
|
|
UPC DTH
|
|
LiLAC Group
|
|
Total
|
||||||||||
|
in millions
|
||||||||||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
378.3
|
|
|
$
|
3,068.2
|
|
|
$
|
107.4
|
|
|
$
|
2,723.8
|
|
|
$
|
6,277.7
|
|
Operating income
|
$
|
143.0
|
|
|
$
|
748.4
|
|
|
$
|
7.3
|
|
|
$
|
315.3
|
|
|
$
|
1,214.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) before income taxes
|
$
|
142.6
|
|
|
$
|
256.2
|
|
|
$
|
5.4
|
|
|
$
|
(98.1
|
)
|
|
$
|
306.1
|
|
Income tax expense
|
(18.3
|
)
|
|
(41.7
|
)
|
|
—
|
|
|
(129.1
|
)
|
|
(189.1
|
)
|
|||||
Net earnings (loss)
|
124.3
|
|
|
214.5
|
|
|
5.4
|
|
|
(227.2
|
)
|
|
117.0
|
|
|||||
Net earnings attributable to noncontrolling interests
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
|
(28.3
|
)
|
|
(36.2
|
)
|
|||||
Net earnings (loss) attributable to Liberty Global shareholders
|
$
|
116.4
|
|
|
$
|
214.5
|
|
|
$
|
5.4
|
|
|
$
|
(255.5
|
)
|
|
$
|
80.8
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Basic earnings from discontinued operations attributable to Liberty Global shareholders per Liberty Global share
|
$
|
1.49
|
|
|
$
|
0.56
|
|
|
$
|
0.38
|
|
|
|
|
|
|
|
||||||
Diluted earnings from discontinued operations attributable to Liberty Global shareholders per share
|
$
|
1.49
|
|
|
$
|
0.56
|
|
|
$
|
0.37
|
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Basic and diluted loss from discontinued operations attributable to Liberty Global shareholders per LiLAC share
|
$
|
(4.86
|
)
|
|
$
|
(2.30
|
)
|
|
|
|
|
||||
Weighted average ordinary shares outstanding (LiLAC Shares) - basic and diluted
|
171,846,133
|
|
|
110,868,650
|
|
|
|
December 31,
|
||||||
Accounting Method
|
|
2018
|
|
2017
|
||||
|
in millions
|
|||||||
Equity (a):
|
|
|
|
|||||
VodafoneZiggo JV (b)
|
$
|
3,761.5
|
|
|
$
|
4,162.8
|
|
|
Other (c)
|
185.5
|
|
|
161.8
|
|
|||
Total — equity
|
3,947.0
|
|
|
4,324.6
|
|
|||
Fair value:
|
|
|
|
|||||
ITV plc (ITV) — subject to re-use rights
|
634.2
|
|
|
892.0
|
|
|||
ITI Neovision S.A. (ITI Neovision)
|
125.4
|
|
|
161.9
|
|
|||
Lions Gate Entertainment Corp (Lionsgate)
|
77.5
|
|
|
163.9
|
|
|||
Casa Systems, Inc. (Casa)
|
39.5
|
|
|
76.3
|
|
|||
Sumitomo Corporation (Sumitomo) (d)
|
—
|
|
|
776.5
|
|
|||
Other
|
298.2
|
|
|
244.7
|
|
|||
Total — fair value
|
1,174.8
|
|
|
2,315.3
|
|
|||
Cost (e)
|
—
|
|
|
31.5
|
|
|||
Total
|
$
|
5,121.8
|
|
|
$
|
6,671.4
|
|
(a)
|
At December 31, 2018, the carrying amount of our equity method investment in the VodafoneZiggo JV exceeded our proportionate share of that entity’s net assets by the amount of the VodafoneZiggo JV Receivable, as defined and described below. The carrying amounts of our other equity method investments did not materially exceed our proportionate share of the respective investee’s net assets at December 31, 2018 and 2017.
|
(b)
|
Amounts include a related-party euro-denominated note receivable (the VodafoneZiggo JV Receivable) with a principal amount of $916.1 million and $1,081.9 million, respectively, due from a subsidiary of the VodafoneZiggo JV to a subsidiary of Liberty Global. The VodafoneZiggo JV Receivable bears interest at 5.55% and required €100.0 million ($114.5 million) of principal to be paid annually through December 31, 2019. In this regard, in December 2018, we received a €100.0 million ($114.5 million at the transaction date) principal payment on the VodafoneZiggo JV Receivable. In 2018, the agreement was amended to (i) eliminate the requirement to pay an annual principal payment of €100.0 million in 2019 and (ii) extend the final maturity date from January 16, 2027 to January 16, 2028. The accrued interest on the VodafoneZiggo JV Receivable will be payable in a manner mutually agreed upon by Liberty Global and the VodafoneZiggo JV. During 2018, interest accrued on the VodafoneZiggo JV Receivable was $59.6 million, all of which was cash settled. For information regarding the impact of the adoption of ASU 2014-09 on our accumulated deficit and our investment in the VodafoneZiggo JV, see note 2.
|
(c)
|
Amounts include our equity method investment in a media production company that we refer to as “All3Media”, for which summarized financial information has been provided below. All3Media is a joint venture in which we own a 50% interest.
|
(d)
|
At December 31, 2017, we owned 45,652,175 shares of Sumitomo common stock, representing less than 5% of the then outstanding common stock. During 2018, we used all of these shares to settle the outstanding amounts under certain related borrowings.
|
(e)
|
As a result of the January 1, 2018 adoption of ASU 2016-01, all of our cost investments have been reclassified to fair value investments.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
VodafoneZiggo JV (a)
|
$
|
11.4
|
|
|
$
|
(70.1
|
)
|
|
$
|
—
|
|
Other
|
(20.1
|
)
|
|
(25.1
|
)
|
|
(111.6
|
)
|
|||
Total
|
$
|
(8.7
|
)
|
|
$
|
(95.2
|
)
|
|
$
|
(111.6
|
)
|
(a)
|
Amounts include the net effect of (i) 100% of the interest income earned on the VodafoneZiggo JV Receivable, (ii) 100% of the share-based compensation expense associated with Liberty Global awards held by VodafoneZiggo JV employees who were formerly employees of Liberty Global, as these awards remain our responsibility, and (iii) our 50% share of the remaining results of operations of the VodafoneZiggo JV.
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Revenue
|
$
|
4,602.2
|
|
|
$
|
4,512.5
|
|
Loss before income taxes
|
$
|
(467.8
|
)
|
|
$
|
(362.9
|
)
|
Net loss
|
$
|
(91.6
|
)
|
|
$
|
(259.3
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Current assets
|
$
|
1,099.6
|
|
|
$
|
823.4
|
|
Long-term assets
|
22,155.7
|
|
|
24,076.8
|
|
||
Total assets
|
$
|
23,255.3
|
|
|
$
|
24,900.2
|
|
|
|
|
|
||||
Current liabilities
|
$
|
2,812.3
|
|
|
$
|
2,631.7
|
|
Long-term liabilities
|
14,751.5
|
|
|
16,110.4
|
|
||
Owners’ equity
|
5,691.5
|
|
|
6,158.1
|
|
||
Total liabilities and owners’ equity
|
$
|
23,255.3
|
|
|
$
|
24,900.2
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
892.3
|
|
|
$
|
769.8
|
|
|
$
|
649.1
|
|
Loss before income taxes
|
$
|
(46.8
|
)
|
|
$
|
(49.3
|
)
|
|
$
|
(96.6
|
)
|
Net loss
|
$
|
(58.6
|
)
|
|
$
|
(51.6
|
)
|
|
$
|
(91.0
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Current assets
|
$
|
532.6
|
|
|
$
|
409.4
|
|
Long-term assets
|
681.0
|
|
|
748.0
|
|
||
Total assets
|
$
|
1,213.6
|
|
|
$
|
1,157.4
|
|
|
|
|
|
||||
Current liabilities
|
$
|
458.0
|
|
|
$
|
389.1
|
|
Long-term liabilities
|
766.2
|
|
|
718.8
|
|
||
Partners’ equity
|
2.7
|
|
|
46.6
|
|
||
Noncontrolling interests
|
(13.3
|
)
|
|
2.9
|
|
||
Total liabilities and equity
|
$
|
1,213.6
|
|
|
$
|
1,157.4
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Current (a)
|
|
Long-term (a)
|
|
Total
|
|
Current (a)
|
|
Long-term (a)
|
|
Total
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
$
|
372.7
|
|
|
$
|
1,370.1
|
|
|
$
|
1,742.8
|
|
|
$
|
477.0
|
|
|
$
|
1,071.9
|
|
|
$
|
1,548.9
|
|
Equity-related derivative instruments (c)
|
13.9
|
|
|
732.4
|
|
|
746.3
|
|
|
—
|
|
|
560.9
|
|
|
560.9
|
|
||||||
Foreign currency forward and option contracts
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|
17.0
|
|
|
0.1
|
|
|
17.1
|
|
||||||
Other
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
|
0.8
|
|
||||||
Total
|
$
|
394.2
|
|
|
$
|
2,102.5
|
|
|
$
|
2,496.7
|
|
|
$
|
494.4
|
|
|
$
|
1,633.3
|
|
|
$
|
2,127.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
$
|
326.5
|
|
|
$
|
1,042.2
|
|
|
$
|
1,368.7
|
|
|
$
|
210.2
|
|
|
$
|
1,557.7
|
|
|
$
|
1,767.9
|
|
Equity-related derivative
instruments (c)
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
||||||
Foreign currency forward and option contracts
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
7.7
|
|
|
0.2
|
|
|
7.9
|
|
||||||
Other
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
328.4
|
|
|
$
|
1,042.3
|
|
|
$
|
1,370.7
|
|
|
$
|
223.3
|
|
|
$
|
1,557.9
|
|
|
$
|
1,781.2
|
|
(a)
|
Our current derivative liabilities, long-term derivative assets and long-term derivative liabilities are included in other current and accrued liabilities, other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.
|
(b)
|
We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our subsidiary borrowing groups (as defined and described in note 11). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in a net gains (losses) of ($71.1 million), $168.4 million and ($26.5 million) during 2018, 2017 and 2016, respectively. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations. For further information regarding our fair value measurements, see note 9.
|
(c)
|
Our equity-related derivative instruments primarily include the fair value of (i) the ITV Collar , (ii) the Lionsgate Forward, and (iii) at December 31, 2017, the share collar (the Sumitomo Collar) with respect to a portion of the shares of Sumitomo held by our company. On May 22, 2018, we settled the final tranche of the Sumitomo Collar and related borrowings with a portion of the existing Sumitomo shares held by our company. The aggregate market value of these shares on the transaction date was $159.3 million. The fair values of the ITV Collar, the Sumitomo Collar and the Lionsgate Forward do not include credit risk valuation adjustments as we assume that any losses incurred by our company in the event of nonperformance by the respective counterparty would be, subject to relevant insolvency laws, fully offset against amounts we owe to such counterparty pursuant to the related secured borrowing arrangements.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Cross-currency and interest rate derivative contracts
|
$
|
905.8
|
|
|
$
|
(1,145.6
|
)
|
|
$
|
668.5
|
|
Equity-related derivative instruments:
|
|
|
|
|
|
||||||
ITV Collar
|
176.7
|
|
|
215.0
|
|
|
351.5
|
|
|||
Lionsgate Forward
|
30.1
|
|
|
(11.4
|
)
|
|
10.1
|
|
|||
Sumitomo Collar
|
(11.8
|
)
|
|
(77.4
|
)
|
|
(25.6
|
)
|
|||
Other
|
2.5
|
|
|
(3.9
|
)
|
|
1.6
|
|
|||
Total equity-related derivative instruments
|
197.5
|
|
|
122.3
|
|
|
337.6
|
|
|||
Foreign currency forward and option contracts
|
22.7
|
|
|
(30.2
|
)
|
|
17.0
|
|
|||
Other
|
(0.2
|
)
|
|
0.7
|
|
|
(0.8
|
)
|
|||
Total
|
$
|
1,125.8
|
|
|
$
|
(1,052.8
|
)
|
|
$
|
1,022.3
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Operating activities
|
$
|
244.4
|
|
|
$
|
6.8
|
|
|
$
|
4.3
|
|
Investing activities
|
—
|
|
|
(0.5
|
)
|
|
(2.9
|
)
|
|||
Financing activities
|
112.8
|
|
|
(138.1
|
)
|
|
(251.5
|
)
|
|||
Total
|
$
|
357.2
|
|
|
$
|
(131.8
|
)
|
|
$
|
(250.1
|
)
|
(a)
|
Includes certain derivative instruments that do not involve the exchange of notional amounts at the inception and maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts. At December 31, 2018, the total U.S. dollar equivalents of the notional amount of these derivative instruments were $4.7 billion.
|
(b)
|
Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to December 31, 2018. These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.
|
|
|
Borrowing group
pays fixed rate (a) |
|
Borrowing group
receives fixed rate |
||||||||
Borrowing group
|
|
Notional amount
|
|
Weighted average remaining life
|
|
Notional amount
|
|
Weighted average remaining life
|
||||
|
|
in millions
|
|
in years
|
|
in millions
|
|
in years
|
||||
|
|
|
|
|
|
|
|
|
||||
Virgin Media
|
$
|
17,196.5
|
|
|
3.4
|
|
$
|
11,043.5
|
|
|
5.2
|
|
|
|
|
|
|
|
|
|
|
||||
UPC Holding
|
$
|
5,800.3
|
|
|
4.6
|
|
$
|
3,992.6
|
|
|
6.8
|
|
|
|
|
|
|
|
|
|
|
||||
Telenet
|
$
|
3,853.2
|
|
|
5.2
|
|
$
|
1,634.1
|
|
|
4.7
|
(a)
|
Includes forward-starting derivative instruments.
|
Borrowing group
|
|
Notional amount
|
|
Underlying swap currency
|
|
Weighted average option expiration period (a)
|
|
Weighted average strike rate (b)
|
||
|
|
in millions
|
|
|
|
in years
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Virgin Media
|
$
|
6,062.5
|
|
|
£
|
|
0.9
|
|
2.47%
|
|
|
|
$
|
589.5
|
|
|
€
|
|
0.9
|
|
2.08%
|
|
|
|
|
|
|
|
|
|
||
UPC Holding
|
$
|
1,340.6
|
|
|
CHF
|
|
0.1
|
|
1.22%
|
(a)
|
Represents the weighted average period until the date on which we have the option to enter into the interest rate swap contracts.
|
(b)
|
Represents the weighted average interest rate that we would pay if we exercised our option to enter into the interest rate swap contracts.
|
Borrowing group
|
|
Notional amount due from counterparty (a)
|
|
Weighted average remaining life
|
||
|
|
in millions
|
|
in years
|
||
|
|
|
|
|
||
Virgin Media
|
$
|
4,547.1
|
|
|
0.5
|
|
|
|
|
|
|
||
UPC Holding
|
$
|
2,640.0
|
|
|
0.4
|
|
|
|
|
|
|
||
Telenet
|
$
|
3,675.0
|
|
|
0.3
|
(a)
|
Includes forward-starting derivative instruments.
|
|
|
|
Decrease to
borrowing costs at December 31, 2018 (a)
|
|
|
|
|
|
|
Virgin Media
|
(0.59
|
)%
|
||
UPC Holding
|
(0.06
|
)%
|
||
Telenet
|
(0.63
|
)%
|
||
Total decrease to borrowing costs
|
(0.45
|
)%
|
(a)
|
Represents the effect of derivative instruments in effect at December 31, 2018 and does not include forward-starting derivative instruments or swaptions.
|
|
|
|
|
Fair value measurements at December 31, 2018 using:
|
||||||||||||
Description
|
|
December 31,
2018 |
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
|
in millions
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
1,742.8
|
|
|
$
|
—
|
|
|
$
|
1,742.5
|
|
|
$
|
0.3
|
|
|
Equity-related derivative instruments
|
746.3
|
|
|
—
|
|
|
—
|
|
|
746.3
|
|
|||||
Foreign currency forward and option contracts
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|||||
Other
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|||||
Total derivative instruments
|
2,496.7
|
|
|
—
|
|
|
1,750.1
|
|
|
746.6
|
|
|||||
Investments
|
1,174.8
|
|
|
755.9
|
|
|
—
|
|
|
418.9
|
|
|||||
Total assets
|
$
|
3,671.5
|
|
|
$
|
755.9
|
|
|
$
|
1,750.1
|
|
|
$
|
1,165.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
1,368.7
|
|
|
$
|
—
|
|
|
$
|
1,354.3
|
|
|
$
|
14.4
|
|
|
Equity-related derivative instruments
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
Foreign currency forward and option contracts
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|||||
Other
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|||||
Total derivative liabilities
|
1,370.7
|
|
|
—
|
|
|
1,354.9
|
|
|
15.8
|
|
|||||
Debt
|
248.6
|
|
|
—
|
|
|
248.6
|
|
|
—
|
|
|||||
Total liabilities
|
$
|
1,619.3
|
|
|
$
|
—
|
|
|
$
|
1,603.5
|
|
|
$
|
15.8
|
|
|
|
|
|
Fair value measurements
at December 31, 2017 using:
|
||||||||||||
Description
|
|
December 31,
2017 |
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
|
in millions
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
1,548.9
|
|
|
$
|
—
|
|
|
$
|
1,548.7
|
|
|
$
|
0.2
|
|
|
Equity-related derivative instruments
|
560.9
|
|
|
—
|
|
|
—
|
|
|
560.9
|
|
|||||
Foreign currency forward and option contracts
|
17.1
|
|
|
—
|
|
|
17.1
|
|
|
—
|
|
|||||
Other
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|||||
Total derivative instruments
|
2,127.7
|
|
|
—
|
|
|
1,566.6
|
|
|
561.1
|
|
|||||
Investments
|
2,315.3
|
|
|
1,908.7
|
|
|
—
|
|
|
406.6
|
|
|||||
Total assets
|
$
|
4,443.0
|
|
|
$
|
1,908.7
|
|
|
$
|
1,566.6
|
|
|
$
|
967.7
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
1,767.9
|
|
|
$
|
—
|
|
|
$
|
1,764.5
|
|
|
$
|
3.4
|
|
|
Equity-related derivative instruments
|
5.4
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|||||
Foreign currency forward and option contracts
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|||||
Total derivative liabilities
|
1,781.2
|
|
|
—
|
|
|
1,772.4
|
|
|
8.8
|
|
|||||
Debt
|
926.6
|
|
|
621.7
|
|
|
304.9
|
|
|
—
|
|
|||||
Total liabilities
|
$
|
2,707.8
|
|
|
$
|
621.7
|
|
|
$
|
2,077.3
|
|
|
$
|
8.8
|
|
|
Investments
|
|
Cross-currency and interest rate derivative contracts
|
|
Equity-related
derivative
instruments
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance of net assets (liabilities) at January 1, 2018
|
$
|
406.6
|
|
|
$
|
(3.2
|
)
|
|
$
|
555.5
|
|
|
$
|
958.9
|
|
Gains (losses) included in loss from continuing operations (a):
|
|
|
|
|
|
|
|
||||||||
Realized and unrealized gains (losses) on derivative instruments, net
|
—
|
|
|
(11.5
|
)
|
|
197.5
|
|
|
186.0
|
|
||||
Realized and unrealized loss due to changes in fair values of certain investments and debt, net
|
(39.0
|
)
|
|
—
|
|
|
—
|
|
|
(39.0
|
)
|
||||
Impact of ASU 2016-01
|
31.9
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
||||
Additions
|
55.0
|
|
|
0.2
|
|
|
—
|
|
|
55.2
|
|
||||
Dispositions
|
(17.7
|
)
|
|
—
|
|
|
—
|
|
|
(17.7
|
)
|
||||
Final settlement of Sumitomo Collar (b)
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
(7.4
|
)
|
||||
Transfers out of Level 3
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
||||
Foreign currency translation adjustments, dividends and other, net
|
(15.9
|
)
|
|
0.4
|
|
|
(0.7
|
)
|
|
(16.2
|
)
|
||||
Balance of net assets (liabilities) at December 31, 2018
|
$
|
418.9
|
|
|
$
|
(14.1
|
)
|
|
$
|
744.9
|
|
|
$
|
1,149.7
|
|
(a)
|
Most of these net gains and losses relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of December 31, 2018.
|
(b)
|
For additional information regarding the settlement of the final tranche of the Sumitomo Collar, see note 8.
|
|
Estimated useful life at
December 31, 2018
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
|||||
|
|
|
in millions
|
||||||
|
|
|
|
|
|
||||
Distribution systems
|
3 to 30 years
|
|
$
|
17,845.4
|
|
|
$
|
17,465.0
|
|
Customer premises equipment
|
3 to 7 years
|
|
4,191.2
|
|
|
4,341.0
|
|
||
Support equipment, buildings and land
|
2 to 50 years
|
|
4,933.7
|
|
|
4,781.4
|
|
||
Total property and equipment, gross
|
|
26,970.3
|
|
|
26,587.4
|
|
|||
Accumulated depreciation
|
|
(13,091.4
|
)
|
|
(12,438.4
|
)
|
|||
Total property and equipment, net
|
|
$
|
13,878.9
|
|
|
$
|
14,149.0
|
|
|
January 1,
2018
|
|
Acquisitions
and related
adjustments
|
|
Foreign
currency
translation
adjustments
|
|
December 31,
2018 |
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.K./Ireland
|
$
|
8,134.1
|
|
|
$
|
2.0
|
|
|
$
|
(465.1
|
)
|
|
$
|
7,671.0
|
|
Belgium
|
2,681.7
|
|
|
24.9
|
|
|
(130.3
|
)
|
|
2,576.3
|
|
||||
Switzerland
|
2,931.3
|
|
|
(0.3
|
)
|
|
(27.1
|
)
|
|
2,903.9
|
|
||||
Central and Eastern Europe
|
607.0
|
|
|
—
|
|
|
(42.4
|
)
|
|
564.6
|
|
||||
Total
|
$
|
14,354.1
|
|
|
$
|
26.6
|
|
|
$
|
(664.9
|
)
|
|
$
|
13,715.8
|
|
|
January 1,
2017
|
|
Acquisitions
and related
adjustments
|
|
Foreign
currency
translation
adjustments
|
|
December 31,
2017 |
||||||||
|
|
|
in millions
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||
U.K./Ireland
|
$
|
7,412.3
|
|
|
$
|
2.3
|
|
|
$
|
719.5
|
|
|
$
|
8,134.1
|
|
Belgium
|
2,032.7
|
|
|
338.6
|
|
|
310.4
|
|
|
2,681.7
|
|
||||
Switzerland
|
2,805.6
|
|
|
—
|
|
|
125.7
|
|
|
2,931.3
|
|
||||
Central and Eastern Europe
|
507.9
|
|
|
—
|
|
|
99.1
|
|
|
607.0
|
|
||||
Total
|
$
|
12,758.5
|
|
|
$
|
340.9
|
|
|
$
|
1,254.7
|
|
|
$
|
14,354.1
|
|
|
Estimated useful life at December 31, 2018
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|||||||||||||
|
|
|
in millions
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
2 to 10 years
|
|
$
|
3,673.1
|
|
|
$
|
(2,914.2
|
)
|
|
$
|
758.9
|
|
|
$
|
4,041.0
|
|
|
$
|
(2,745.8
|
)
|
|
$
|
1,295.2
|
|
Other
|
2 to 20 years
|
|
521.3
|
|
|
(249.0
|
)
|
|
272.3
|
|
|
531.9
|
|
|
(218.6
|
)
|
|
313.3
|
|
||||||
Total
|
|
$
|
4,194.4
|
|
|
$
|
(3,163.2
|
)
|
|
$
|
1,031.2
|
|
|
$
|
4,572.9
|
|
|
$
|
(2,964.4
|
)
|
|
$
|
1,608.5
|
|
2019
|
$
|
521.4
|
|
2020
|
167.0
|
|
|
2021
|
82.2
|
|
|
2022
|
34.0
|
|
|
2023
|
28.5
|
|
|
Thereafter
|
198.1
|
|
|
Total
|
$
|
1,031.2
|
|
|
December 31, 2018
|
|
Principal amount
|
|||||||||||||||
Weighted
average
interest
rate (a)
|
|
Unused borrowing capacity (b)
|
|
|||||||||||||||
Borrowing currency
|
|
U.S. $
equivalent
|
|
December 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
VM Senior Secured Notes
|
5.40
|
%
|
|
—
|
|
|
$
|
—
|
|
|
$
|
6,268.3
|
|
|
$
|
6,565.6
|
|
|
VM Credit Facilities (c)
|
4.72
|
%
|
|
(d)
|
|
860.3
|
|
|
4,600.5
|
|
|
4,676.2
|
|
|||||
VM Senior Notes
|
5.54
|
%
|
|
—
|
|
|
—
|
|
|
1,999.9
|
|
|
3,000.1
|
|
||||
Telenet Credit Facility
|
3.76
|
%
|
|
(e)
|
|
509.6
|
|
|
3,145.7
|
|
|
2,177.6
|
|
|||||
Telenet Senior Secured Notes
|
4.69
|
%
|
|
—
|
|
|
—
|
|
|
1,687.1
|
|
|
1,721.3
|
|
||||
Telenet SPE Notes
|
4.88
|
%
|
|
—
|
|
|
—
|
|
|
546.2
|
|
|
937.7
|
|
||||
UPCB SPE Notes (f)
|
4.54
|
%
|
|
—
|
|
|
—
|
|
|
2,445.5
|
|
|
2,582.6
|
|
||||
UPC Holding Bank Facility (f)
|
4.96
|
%
|
|
€
|
990.1
|
|
|
1,133.9
|
|
|
1,645.0
|
|
|
2,576.1
|
|
|||
UPC Holding Senior Notes (f)
|
4.59
|
%
|
|
—
|
|
|
—
|
|
|
1,215.5
|
|
|
1,313.4
|
|
||||
Vendor financing (g)
|
4.18
|
%
|
|
—
|
|
|
—
|
|
|
3,620.3
|
|
|
3,593.1
|
|
||||
ITV Collar Loan
|
0.90
|
%
|
|
—
|
|
|
—
|
|
|
1,379.6
|
|
|
1,463.8
|
|
||||
Derivative-related debt instruments (h)
|
3.37
|
%
|
|
—
|
|
|
—
|
|
|
301.9
|
|
|
361.5
|
|
||||
Sumitomo Share Loan (i)
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
621.7
|
|
||||
Sumitomo Collar Loan
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169.1
|
|
||||
Other (j)
|
5.27
|
%
|
|
—
|
|
|
—
|
|
|
459.8
|
|
|
418.2
|
|
||||
Total debt before deferred financing costs, discounts and premiums (k)
|
4.56
|
%
|
|
|
|
$
|
2,503.8
|
|
|
$
|
29,315.3
|
|
|
$
|
32,178.0
|
|
|
December 31,
|
|||||||||||||||
|
2018
|
|
2017
|
|||||||||||||
|
in millions
|
|||||||||||||||
|
|
|
|
|||||||||||||
Total debt before deferred financing costs, discounts and premiums
|
$
|
29,315.3
|
|
|
$
|
32,178.0
|
|
|||||||||
Deferred financing costs, discounts and premiums, net
|
(131.4
|
)
|
|
(171.8
|
)
|
|||||||||||
Total carrying amount of debt
|
29,183.9
|
|
|
32,006.2
|
|
|||||||||||
Capital lease obligations (l)
|
621.3
|
|
|
638.3
|
|
|||||||||||
Total debt and capital lease obligations
|
29,805.2
|
|
|
32,644.5
|
|
|||||||||||
Current maturities of debt and capital lease obligations
|
(3,615.2
|
)
|
|
(3,667.5
|
)
|
|||||||||||
Long-term debt and capital lease obligations
|
$
|
26,190.0
|
|
|
$
|
28,977.0
|
|
(a)
|
Represents the weighted average interest rate in effect at December 31, 2018 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums
|
(b)
|
Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2018 without regard to covenant compliance calculations or other conditions precedent to borrowing. At December 31, 2018, based on the most restrictive applicable leverage covenants, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, and based on the most restrictive applicable leverage-based restricted payment tests, there were no restrictions on the respective subsidiary's ability to make loans or distributions from this availability to Liberty Global or its subsidiaries or other equity holders. Upon completion of the relevant December 31, 2018 compliance reporting requirements, we expect that the full amount of unused borrowing capacity will continue to be available and that there will be no restrictions with respect to loans or distributions. Our above expectations do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2018.
|
(c)
|
Amounts include £41.9 million ($53.4 million) and £43.6 million ($55.6 million) at December 31, 2018 and 2017, respectively, of borrowings pursuant to excess cash facilities under the VM Credit Facilities. These borrowings are owed to certain non-consolidated special purpose financing entities that have issued notes to finance the purchase of receivables due from Virgin Media to certain other third parties for amounts that Virgin Media and its subsidiaries have vendor financed. To the extent that the proceeds from these notes exceed the amount of vendor financed receivables available to be purchased, the excess proceeds are used to fund these excess cash facilities.
|
(d)
|
Unused borrowing capacity under the VM Credit Facilities relates to multi-currency revolving facilities with an aggregate maximum borrowing capacity equivalent to £675.0 million ($860.3 million). During 2018, the VM Revolving Facility was amended and split into two revolving facilities. As of December 31, 2018, VM Revolving Facility A was a multi-currency revolving facility maturing on December 31, 2021 with a maximum borrowing capacity equivalent to £50.0 million ($63.7 million), and VM Revolving Facility B was a multi-currency revolving facility maturing on January 15, 2024 with a maximum borrowing capacity equivalent to £625.0 million ($796.6 million). All other terms from the previously existing VM Revolving Facility continue to apply to the new revolving facilities.
|
(e)
|
Unused borrowing capacity under the Telenet Credit Facility comprises (i) €400.0 million ($458.1 million) under Telenet Facility AG, (ii) €25.0 million ($28.6 million) under the Telenet Overdraft Facility and (iii) €20.0 million ($22.9 million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2018.
|
(f)
|
Subsequent to December 31, 2018, we entered into an agreement to sell our operations in Switzerland. For information regarding the potential impact on the outstanding debt of the UPC Holding borrowing group, see note 21.
|
(g)
|
Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and, to a lesser extent, certain of our operating expenses. These obligations are generally due within one year and include VAT that was paid on our behalf by the vendor. Repayments of vendor financing obligations are included in repayments and repurchases of debt and capital lease obligations in our consolidated statements of cash flows.
|
(h)
|
Represents amounts associated with certain derivative-related borrowing instruments, including $248.6 million and $304.9 million at December 31, 2018 and 2017, respectively, carried at fair value. These instruments mature at various dates through January 2025. For information regarding fair value hierarchies, see note 9.
|
(i)
|
In August 2018, we settled the outstanding amount under the Sumitomo Share Loan with the remaining shares of Sumitomo that were held by our company.
|
(j)
|
Amounts include $225.9 million and $160.9 million at December 31, 2018 and 2017, respectively, of debt collateralized by certain trade receivables of Virgin Media.
|
(k)
|
As of December 31, 2018 and 2017, our debt had an estimated fair value of $28.5 billion and $32.7 billion, respectively. The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices
|
(1)
|
At December 31, 2018 and 2017, Telenet’s capital lease obligations included €390.6 million ($447.3 million) and €361.8 million ($414.3 million), respectively, associated with Telenet’s lease of the broadband communications network of the four associations of municipalities in Belgium, which we refer to as the pure intercommunalues or the “PICs.” All capital expenditures associated with the PICs network are initiated by Telenet, but are executed and financed by the PICs through additions to this lease that are repaid over a 15-year term. These amounts do not include Telenet’s commitment related to certain operating costs associated with the PICs network. For additional information regarding this commitment, see note 18.
|
•
|
Our credit facilities contain certain consolidated net leverage ratios, as specified in the relevant credit facility, which are required to be complied with (i) on an incurrence basis and/or (ii) when the associated revolving credit facilities have been drawn beyond a specified percentage of the total available revolving credit commitments, on a maintenance basis;
|
•
|
Subject to certain customary and agreed exceptions, our credit facilities contain certain restrictions which, among other things, restrict the ability of the members of the relevant borrowing group to, (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to their direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions;
|
•
|
Our credit facilities require that certain members of the relevant borrowing group guarantee the payment of all sums payable under the relevant credit facility and such group members are required to grant first-ranking security over their shares or, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder;
|
•
|
In addition to certain mandatory prepayment events, our credit facilities provide that the instructing group of lenders under the relevant credit facility, under certain circumstances, may cancel the group’s commitments thereunder and declare
|
•
|
Our credit facilities contain certain customary events of default, the occurrence of which, subject to certain exceptions, materiality qualifications and cure rights, would allow the instructing group of lenders to (i) cancel the total commitments, (ii) declare that all or part of the loans be payable on demand and/or (iii) accelerate all outstanding loans and terminate their commitments thereunder;
|
•
|
Our credit facilities require members of the relevant borrowing group to observe certain affirmative and negative undertakings and covenants, which are subject to certain materiality qualifications and other customary and agreed exceptions; and
|
•
|
In addition to customary default provisions, our credit facilities generally include certain cross-default and cross-acceleration provisions with respect to other indebtedness of members of the relevant borrowing group, subject to agreed minimum thresholds and other customary and agreed exceptions.
|
•
|
Our notes contain certain customary incurrence-based covenants. In addition, our notes provide that any failure to pay principal prior to the expiration of any applicable grace period, or any acceleration with respect to other indebtedness of the issuer or certain subsidiaries over agreed minimum thresholds (as specified under the applicable indenture), is an event of default under the respective notes;
|
•
|
Subject to certain customary and agreed exceptions, our notes contain certain restrictions that, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to its direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions;
|
•
|
If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must, subject to certain customary and agreed exceptions, offer to repurchase the applicable notes at par, or if a change of control (as specified in the applicable indenture) occurs, such issuer must offer to repurchase all of the relevant notes at a redemption price of 101%;
|
•
|
Our senior secured notes contain certain early redemption provisions including, for certain senior secured notes, the ability to, during each 12-month period commencing on the issue date for such notes until the applicable call date, redeem up to 10% of the principal amount of the notes at a redemption price equal to 103% of the principal amount of the notes to be redeemed plus accrued and unpaid interest; and
|
•
|
Certain of our notes are non-callable. The remainder of our notes are non-callable prior to their respective call date (as specified under the applicable indenture). At any time prior to the applicable call date, we may redeem some or all of the applicable notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable indenture). After the applicable call date, we may redeem some or all of these notes at various redemption prices plus accrued interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date.
|
|
Virgin Media
|
|
UPC
Holding (a)
|
|
Telenet (b)
|
|
Other
|
|
Total
|
||||||||||
|
in millions
|
||||||||||||||||||
Year ending December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
$
|
2,454.2
|
|
|
$
|
587.4
|
|
|
$
|
440.9
|
|
|
$
|
55.0
|
|
|
$
|
3,537.5
|
|
2020
|
15.7
|
|
|
24.3
|
|
|
16.9
|
|
|
212.9
|
|
|
269.8
|
|
|||||
2021
|
1,320.7
|
|
|
25.4
|
|
|
12.0
|
|
|
962.1
|
|
|
2,320.2
|
|
|||||
2022
|
314.1
|
|
|
24.1
|
|
|
11.9
|
|
|
323.2
|
|
|
673.3
|
|
|||||
2023
|
75.3
|
|
|
21.3
|
|
|
12.1
|
|
|
—
|
|
|
108.7
|
|
|||||
Thereafter
|
11,629.4
|
|
|
5,306.0
|
|
|
5,470.4
|
|
|
—
|
|
|
22,405.8
|
|
|||||
Total debt maturities
|
15,809.4
|
|
|
5,988.5
|
|
|
5,964.2
|
|
|
1,553.2
|
|
|
29,315.3
|
|
|||||
Deferred financing costs, discounts and premiums, net
|
(38.1
|
)
|
|
(39.3
|
)
|
|
(34.2
|
)
|
|
(19.8
|
)
|
|
(131.4
|
)
|
|||||
Total debt
|
$
|
15,771.3
|
|
|
$
|
5,949.2
|
|
|
$
|
5,930.0
|
|
|
$
|
1,533.4
|
|
|
$
|
29,183.9
|
|
Current portion
|
$
|
2,454.2
|
|
|
$
|
587.4
|
|
|
$
|
440.9
|
|
|
$
|
54.5
|
|
|
$
|
3,537.0
|
|
Noncurrent portion
|
$
|
13,317.1
|
|
|
$
|
5,361.8
|
|
|
$
|
5,489.1
|
|
|
$
|
1,478.9
|
|
|
$
|
25,646.9
|
|
(a)
|
Amounts include the UPCB SPE Notes issued by the UPCB SPEs. As described above, the UPCB SPEs are consolidated by UPC Holding and Liberty Global.
|
(b)
|
Amounts include the Telenet SPE Notes issued by the Telenet SPEs. As described above, the Telenet SPEs are consolidated by Telenet and Liberty Global.
|
|
|
Telenet
|
|
Virgin Media
|
|
UPC
Holding |
|
Other
|
|
Total
|
||||||||||
|
in millions
|
|||||||||||||||||||
Year ending December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
|
$
|
66.9
|
|
|
$
|
12.3
|
|
|
$
|
4.9
|
|
|
$
|
17.3
|
|
|
$
|
101.4
|
|
2020
|
|
82.3
|
|
|
9.3
|
|
|
6.1
|
|
|
9.6
|
|
|
107.3
|
|
|||||
2021
|
|
76.4
|
|
|
8.9
|
|
|
6.3
|
|
|
5.1
|
|
|
96.7
|
|
|||||
2022
|
|
76.1
|
|
|
11.2
|
|
|
4.1
|
|
|
3.1
|
|
|
94.5
|
|
|||||
2023
|
|
64.4
|
|
|
6.9
|
|
|
3.9
|
|
|
18.3
|
|
|
93.5
|
|
|||||
Thereafter
|
|
277.6
|
|
|
172.8
|
|
|
13.6
|
|
|
—
|
|
|
464.0
|
|
|||||
Total principal and interest payments
|
|
643.7
|
|
|
221.4
|
|
|
38.9
|
|
|
53.4
|
|
|
957.4
|
|
|||||
Amounts representing interest
|
|
(168.5
|
)
|
|
(152.3
|
)
|
|
(9.0
|
)
|
|
(6.3
|
)
|
|
(336.1
|
)
|
|||||
Present value of net minimum lease payments
|
|
$
|
475.2
|
|
|
$
|
69.1
|
|
|
$
|
29.9
|
|
|
$
|
47.1
|
|
|
$
|
621.3
|
|
Current portion
|
|
$
|
52.6
|
|
|
$
|
7.3
|
|
|
$
|
3.0
|
|
|
$
|
15.3
|
|
|
$
|
78.2
|
|
Noncurrent portion
|
|
$
|
422.6
|
|
|
$
|
61.8
|
|
|
$
|
26.9
|
|
|
$
|
31.8
|
|
|
$
|
543.1
|
|
|
Year ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||
|
in millions
|
||||||||||||
|
|
|
|
|
|
||||||||
Belgium
|
$
|
392.4
|
|
|
$
|
140.0
|
|
|
$
|
13.7
|
|
||
U.K.
|
330.9
|
|
|
(991.3
|
)
|
|
1,165.4
|
|
|||||
The Netherlands
|
(321.1
|
)
|
—
|
|
(26.1
|
)
|
—
|
|
169.6
|
|
|||
Switzerland
|
318.8
|
|
|
111.6
|
|
|
273.9
|
|
|||||
U.S.
|
(51.6
|
)
|
|
(842.5
|
)
|
|
(873.0
|
)
|
|||||
Intercompany activity with discontinued operations
|
(426.4
|
)
|
|
(499.9
|
)
|
|
(480.3
|
)
|
|||||
Other
|
(81.2
|
)
|
|
(2.9
|
)
|
|
(26.0
|
)
|
|||||
Total
|
$
|
161.8
|
|
|
$
|
(2,111.1
|
)
|
|
$
|
243.3
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
|
in millions
|
||||||||||
Year ended December 31, 2018:
|
|
|
|
|
|
||||||
U.S. (a)
|
$
|
(957.5
|
)
|
|
$
|
7.6
|
|
|
$
|
(949.9
|
)
|
The Netherlands
|
14.2
|
|
|
(519.4
|
)
|
|
(505.2
|
)
|
|||
Belgium
|
(153.9
|
)
|
|
41.6
|
|
|
(112.3
|
)
|
|||
U.K.
|
(7.2
|
)
|
|
32.2
|
|
|
25.0
|
|
|||
Switzerland
|
(16.6
|
)
|
|
6.2
|
|
|
(10.4
|
)
|
|||
Other
|
(14.2
|
)
|
|
(6.3
|
)
|
|
(20.5
|
)
|
|||
Total
|
$
|
(1,135.2
|
)
|
|
$
|
(438.1
|
)
|
|
$
|
(1,573.3
|
)
|
|
|
|
|
|
|
||||||
Year ended December 31, 2017:
|
|
|
|
|
|
||||||
The Netherlands
|
$
|
(16.2
|
)
|
|
$
|
(118.2
|
)
|
|
$
|
(134.4
|
)
|
U.K
|
(3.3
|
)
|
|
(64.7
|
)
|
|
(68.0
|
)
|
|||
Belgium
|
(203.6
|
)
|
|
145.4
|
|
|
(58.2
|
)
|
|||
U.S. (a)
|
47.2
|
|
|
(32.8
|
)
|
|
14.4
|
|
|||
Switzerland
|
(2.0
|
)
|
|
15.6
|
|
|
13.6
|
|
|||
Other
|
(14.4
|
)
|
|
8.1
|
|
|
(6.3
|
)
|
|||
Total
|
$
|
(192.3
|
)
|
|
$
|
(46.6
|
)
|
|
$
|
(238.9
|
)
|
|
|
|
|
|
|
||||||
Year ended December 31, 2016:
|
|
|
|
|
|
||||||
The Netherlands
|
$
|
(0.3
|
)
|
|
$
|
1,259.6
|
|
|
$
|
1,259.3
|
|
U.S. (a)
|
146.8
|
|
|
90.2
|
|
|
237.0
|
|
|||
Belgium
|
(105.0
|
)
|
|
57.0
|
|
|
(48.0
|
)
|
|||
Switzerland
|
(48.4
|
)
|
|
5.3
|
|
|
(43.1
|
)
|
|||
U.K
|
(12.3
|
)
|
|
1.2
|
|
|
(11.1
|
)
|
|||
Other
|
(2.2
|
)
|
|
15.1
|
|
|
12.9
|
|
|||
Total
|
$
|
(21.4
|
)
|
|
$
|
1,428.4
|
|
|
$
|
1,407.0
|
|
(a)
|
Includes federal and state income taxes. Our U.S. state income taxes were not material during any of the years presented.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Computed “expected” tax benefit (expense) (a)
|
$
|
(30.7
|
)
|
|
$
|
406.4
|
|
|
$
|
(48.7
|
)
|
Mandatory Repatriation Tax (b)
|
(1,137.2
|
)
|
|
—
|
|
|
—
|
|
|||
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (c)
|
(360.1
|
)
|
|
(192.6
|
)
|
|
(1.3
|
)
|
|||
Non-deductible or non-taxable interest and other expenses
|
(153.8
|
)
|
|
(42.8
|
)
|
|
28.0
|
|
|||
Non-deductible or non-taxable foreign currency exchange results
|
132.5
|
|
|
(233.8
|
)
|
|
192.9
|
|
|||
Recognition of previously unrecognized tax benefits
|
49.6
|
|
|
4.9
|
|
|
210.9
|
|
|||
Change in valuation allowances
|
(34.9
|
)
|
|
(341.6
|
)
|
|
778.1
|
|
|||
Enacted tax law and rate changes (d)
|
(13.5
|
)
|
|
7.4
|
|
|
(132.2
|
)
|
|||
International rate differences (e)
|
(3.5
|
)
|
|
126.9
|
|
|
138.8
|
|
|||
Tax benefit associated with technologies innovation
|
—
|
|
|
12.1
|
|
|
72.6
|
|
|||
Tax effect of intercompany financing
|
—
|
|
|
2.4
|
|
|
161.6
|
|
|||
Other, net
|
(21.7
|
)
|
|
11.8
|
|
|
6.3
|
|
|||
Total income tax benefit (expense)
|
$
|
(1,573.3
|
)
|
|
$
|
(238.9
|
)
|
|
$
|
1,407.0
|
|
(a)
|
The statutory or “expected” tax rates are the U.K. rates of 19% for 2018, 19.25% for 2017 and 20.00% for 2016. The 2017 statutory rate represents the blended rate that was in effect for the year ended December 31, 2017 based on the 20.0% statutory rate that was in effect for the first quarter of 2017 and the 19.0% statutory rate that was in effect for the remainder of 2017.
|
(b)
|
As further discussed below, the liability we have recorded for the Mandatory Repatriation Tax (as defined and described below) is significantly lower than the amount included in our income tax expense due in part to the expected use of carryforward attributes in the U.S., all of which were subject to valuation allowances prior to the initial recognition of the Mandatory Repatriation Tax during the first quarter of 2018.
|
(c)
|
These amounts reflect the net impact of differences in the treatment of income and loss items between financial reporting and tax accounting related to investments in subsidiaries and affiliates including the effects of foreign earnings.
|
(d)
|
On December 18, 2018, reductions in the corporate income tax rate in the Netherlands were enacted. The rate will be reduced from the current rate of 25.0% to 22.5% in 2020 and 20.5% in 2021. Substantially all of the impacts of these rate changes in the Netherlands on our deferred tax balances were recorded during the fourth quarter of 2018. In 2017, a Belgian income tax rate reduction was signed into law. The Belgian statutory tax rate decreased from 33.9% to 29.58% beginning in 2018, and in 2020, this rate will further decrease to 25.0%. Also in 2017, the U.S. corporate income tax rate was reduced from 35.0% to 21.0% effective beginning in 2018. Substantially all of the impacts of the tax rate changes in Belgium and the U.S. on our deferred tax balances were recorded during the fourth quarter of 2017. During the third quarter of 2016, the U.K. enacted legislation that will reduce the corporate income tax rate in April 2020 to 17.0%. Substantially all of the impact of this rate change on our deferred tax balances was recorded during the third quarter of 2016.
|
(e)
|
Amounts reflect adjustments (either a benefit or expense) to the “expected” tax benefit (expense) for statutory rates in jurisdictions in which we operate outside of the U.K.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Deferred tax assets
|
$
|
2,488.2
|
|
|
$
|
3,133.1
|
|
Deferred tax liabilities (a)
|
(232.9
|
)
|
|
(225.5
|
)
|
||
Net deferred tax asset
|
$
|
2,255.3
|
|
|
$
|
2,907.6
|
|
(a)
|
Our deferred tax liabilities are included in other long-term liabilities in our consolidated balance sheets.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss and other carryforwards
|
$
|
4,289.8
|
|
|
$
|
5,074.2
|
|
Property and equipment, net
|
1,923.4
|
|
|
2,064.2
|
|
||
Debt
|
322.9
|
|
|
544.1
|
|
||
Investments
|
156.2
|
|
|
97.0
|
|
||
Share-based compensation
|
79.5
|
|
|
71.7
|
|
||
Derivative instruments
|
72.5
|
|
|
155.8
|
|
||
Intangible assets
|
14.8
|
|
|
44.7
|
|
||
Other future deductible amounts
|
161.3
|
|
|
87.2
|
|
||
Deferred tax assets
|
7,020.4
|
|
|
8,138.9
|
|
||
Valuation allowance
|
(4,094.7
|
)
|
|
(4,244.7
|
)
|
||
Deferred tax assets, net of valuation allowance
|
2,925.7
|
|
|
3,894.2
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(193.8
|
)
|
|
(298.3
|
)
|
||
Deferred revenue
|
(178.9
|
)
|
|
(229.8
|
)
|
||
Property and equipment, net
|
(167.4
|
)
|
|
(212.4
|
)
|
||
Investments (including consolidated partnerships)
|
(0.8
|
)
|
|
(130.3
|
)
|
||
Other future taxable amounts
|
(129.5
|
)
|
|
(115.8
|
)
|
||
Deferred tax liabilities
|
(670.4
|
)
|
|
(986.6
|
)
|
||
Net deferred tax asset
|
$
|
2,255.3
|
|
|
$
|
2,907.6
|
|
Country
|
|
Tax loss
carryforward
|
|
Related
tax asset
|
|
Expiration
date
|
||||
|
in millions
|
|
|
|||||||
U.K.:
|
|
|
|
|
|
|||||
Amount attributable to capital losses
|
$
|
15,426.3
|
|
|
$
|
2,622.5
|
|
|
Indefinite
|
|
Amount attributable to net operating losses
|
1,025.6
|
|
|
174.3
|
|
|
Indefinite
|
|||
The Netherlands
|
3,923.1
|
|
|
842.5
|
|
|
2019-2027
|
|||
Belgium
|
1,288.9
|
|
|
324.1
|
|
|
Indefinite
|
|||
Ireland
|
708.5
|
|
|
88.8
|
|
|
Indefinite
|
|||
France
|
544.5
|
|
|
157.5
|
|
|
Indefinite
|
|||
U.S.
|
382.3
|
|
|
16.8
|
|
|
Various
|
|||
Other
|
245.6
|
|
|
63.3
|
|
|
Various
|
|||
Total
|
$
|
23,544.8
|
|
|
$
|
4,289.8
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Balance at January 1
|
$
|
350.4
|
|
|
$
|
217.0
|
|
|
$
|
486.8
|
|
Additions for tax positions of prior years
|
457.4
|
|
|
138.8
|
|
|
2.0
|
|
|||
Additions based on tax positions related to the current year
|
180.0
|
|
|
4.5
|
|
|
5.6
|
|
|||
Reductions for tax positions of prior years
|
(117.9
|
)
|
|
(20.4
|
)
|
|
(183.5
|
)
|
|||
Foreign currency translation
|
(8.5
|
)
|
|
14.1
|
|
|
(2.1
|
)
|
|||
Lapse of statute of limitations
|
(3.6
|
)
|
|
—
|
|
|
(78.3
|
)
|
|||
Settlements with tax authorities
|
—
|
|
|
(3.6
|
)
|
|
(13.5
|
)
|
|||
Balance at December 31
|
$
|
857.8
|
|
|
$
|
350.4
|
|
|
$
|
217.0
|
|
|
Class A (a)
|
|
Class C (a)
|
||
|
|
|
|
||
Options
|
580,254
|
|
|
2,667,506
|
|
SARs
|
15,308,562
|
|
|
34,401,980
|
|
PSUs and RSUs
|
3,487,018
|
|
|
6,976,788
|
|
(a)
|
Includes share-based compensation awards held by former employees of Liberty Global that became employees of Liberty Latin America as a result of the Split-off Transaction. For additional information, see note 14.
|
|
Liberty Global Shares
|
|
LiLAC Shares (a)
|
||||||||||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class C
|
|
Total
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Total
|
||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at January 1, 2016
|
$
|
2.5
|
|
|
$
|
0.1
|
|
|
$
|
5.9
|
|
|
$
|
8.5
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Impact of the C&W Acquisition
|
0.3
|
|
|
—
|
|
|
0.8
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||||
Repurchase and cancellation of Liberty Global Shares
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Impact of the LiLAC Distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.8
|
|
|
1.2
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balance at December 31, 2016
|
2.5
|
|
|
0.1
|
|
|
6.3
|
|
|
8.9
|
|
|
0.5
|
|
|
—
|
|
|
1.2
|
|
|
1.7
|
|
||||||||
Impact of the Split-off Transaction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(1.7
|
)
|
||||||||
Repurchase and cancellation of Liberty Global Shares
|
(0.3
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balance at December 31, 2017
|
$
|
2.2
|
|
|
$
|
0.1
|
|
|
$
|
5.8
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
In connection with the Split-off Transaction, the LiLAC Shares were redesignated as deferred shares (with virtually no economic rights), transferred to a third party and cancelled. For additional information regarding the Split-off Transaction, see note 6.
|
|
Class A ordinary shares
|
|
Class C ordinary shares
|
|
|
||||||||||||
|
Shares
repurchased
|
|
Average price
paid per share (a)
|
|
Shares
repurchased
|
|
Average price
paid per share (a)
|
|
Total cost (a)
|
||||||||
|
|
|
|
|
|
|
|
|
in millions
|
||||||||
Liberty Global Shares:
|
|
|
|
|
|
|
|
|
|
||||||||
2018
|
15,649,900
|
|
|
$
|
29.67
|
|
|
54,211,059
|
|
|
$
|
28.51
|
|
|
$
|
2,010.0
|
|
2017
|
34,881,510
|
|
|
$
|
33.73
|
|
|
52,523,651
|
|
|
$
|
32.71
|
|
|
$
|
2,894.7
|
|
2016
|
32,387,722
|
|
|
$
|
32.26
|
|
|
31,557,089
|
|
|
$
|
32.43
|
|
|
$
|
2,068.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
LiLAC Shares:
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
2,062,233
|
|
|
$
|
22.84
|
|
|
285,572
|
|
|
$
|
22.25
|
|
|
$
|
53.5
|
|
2016
|
720,800
|
|
|
$
|
20.65
|
|
|
313,647
|
|
|
$
|
21.19
|
|
|
$
|
21.5
|
|
(a)
|
Includes direct acquisition costs, where applicable.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
Liberty Global:
|
|
|
|
|
|
||||||
Performance-based incentive awards (a)
|
$
|
50.8
|
|
|
$
|
23.9
|
|
|
$
|
150.6
|
|
Non-performance based share-based incentive awards
|
90.1
|
|
|
93.8
|
|
|
96.4
|
|
|||
Other (b)
|
43.4
|
|
|
13.7
|
|
|
—
|
|
|||
Total Liberty Global
|
184.3
|
|
|
131.4
|
|
|
247.0
|
|
|||
Telenet share-based incentive awards (c)
|
19.6
|
|
|
20.7
|
|
|
12.2
|
|
|||
Other
|
2.1
|
|
|
10.1
|
|
|
8.9
|
|
|||
Total
|
$
|
206.0
|
|
|
$
|
162.2
|
|
|
$
|
268.1
|
|
Included in:
|
|
|
|
|
|
||||||
Other operating expenses
|
$
|
4.4
|
|
|
$
|
4.7
|
|
|
$
|
3.4
|
|
SG&A expenses
|
201.6
|
|
|
157.5
|
|
|
264.7
|
|
|||
Total
|
$
|
206.0
|
|
|
$
|
162.2
|
|
|
$
|
268.1
|
|
(a)
|
Includes share-based compensation expense related to (i) PSUs, (ii) in 2016, a challenge performance award plan for certain executive officers and key employees (the Challenge Performance Awards) and (iii) through March 2017, the PGUs held by our Chief Executive Officer. The Challenge Performance Awards included PSARs and PSUs.
|
(b)
|
Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary shares. In the case of the annual incentive compensation, shares will be issued to senior management and key employees pursuant to a shareholding incentive program that was implemented in the fourth quarter of 2017. The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in ordinary shares of Liberty Global in lieu of cash.
|
(c)
|
Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2018, included performance- and non-performance-based stock option awards with respect to 4,494,002 Telenet shares. These stock option awards had a weighted average exercise price of €42.50 ($48.67).
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Assumptions used to estimate fair value of options, SARs and PSARs granted:
|
|
|
|
|
|
||||||
Risk-free interest rate
|
2.68 - 2.92%
|
|
1.66 - 2.16%
|
|
0.88 - 1.49%
|
||||||
Expected life
|
3.0 - 4.2 years
|
|
3.0 - 6.4 years
|
|
3.1 - 5.5 years
|
||||||
Expected volatility
|
30.2 - 33.6%
|
|
25.9 - 37.9%
|
|
27.4 - 42.9%
|
||||||
Expected dividend yield
|
none
|
|
none
|
|
none
|
||||||
Weighted average grant-date fair value per share of awards granted:
|
|
|
|
|
|
||||||
Options
|
$
|
8.99
|
|
|
$
|
9.40
|
|
|
$
|
10.40
|
|
SARs
|
$
|
7.92
|
|
|
$
|
8.60
|
|
|
$
|
8.60
|
|
RSUs
|
$
|
28.72
|
|
|
$
|
31.24
|
|
|
$
|
36.67
|
|
PSUs
|
$
|
23.60
|
|
|
$
|
26.59
|
|
|
$
|
33.97
|
|
Total intrinsic value of awards exercised (in millions):
|
|
|
|
|
|
||||||
Options
|
$
|
3.8
|
|
|
$
|
13.4
|
|
|
$
|
16.9
|
|
SARs and PSARs
|
$
|
22.5
|
|
|
$
|
74.8
|
|
|
$
|
42.9
|
|
Cash received from exercise of options (in millions)
|
$
|
5.7
|
|
|
$
|
11.7
|
|
|
$
|
17.4
|
|
Income tax benefit related to share-based compensation of our continuing operations (in millions)
|
$
|
18.6
|
|
|
$
|
9.8
|
|
|
$
|
51.1
|
|
Options — Class A ordinary shares |
|
Number of awards
|
|
Weighted
average exercise price |
|
Weighted
average remaining contractual term |
|
Aggregate
intrinsic value |
|||||
|
|
|
|
|
|
in years
|
|
in millions
|
|||||
Outstanding at January 1, 2018
|
|
580,481
|
|
|
$
|
25.54
|
|
|
|
|
|
||
Granted
|
|
71,469
|
|
|
$
|
30.14
|
|
|
|
|
|
||
Forfeited
|
|
(1,713
|
)
|
|
$
|
22.43
|
|
|
|
|
|
||
Exercised
|
|
(69,983
|
)
|
|
$
|
13.97
|
|
|
|
|
|
||
Outstanding at December 31, 2018
|
|
580,254
|
|
|
$
|
27.51
|
|
|
3.7
|
|
$
|
1.4
|
|
Exercisable at December 31, 2018
|
|
417,608
|
|
|
$
|
26.26
|
|
|
2.9
|
|
$
|
1.4
|
|
Options — Class C ordinary shares
|
|
Number of awards
|
|
Weighted
average exercise price |
|
Weighted
average remaining contractual term |
|
Aggregate
intrinsic value |
|||||
|
|
|
|
|
|
in years
|
|
in millions
|
|||||
Outstanding at January 1, 2018
|
|
2,725,566
|
|
|
$
|
25.58
|
|
|
|
|
|
||
Granted
|
|
770,691
|
|
|
$
|
24.82
|
|
|
|
|
|
||
Forfeited
|
|
(591,662
|
)
|
|
$
|
30.07
|
|
|
|
|
|
||
Exercised
|
|
(237,089
|
)
|
|
$
|
17.49
|
|
|
|
|
|
||
Outstanding at December 31, 2018
|
|
2,667,506
|
|
|
$
|
25.09
|
|
|
2.9
|
|
$
|
3.9
|
|
Exercisable at December 31, 2018
|
|
2,161,408
|
|
|
$
|
24.16
|
|
|
2.3
|
|
$
|
3.9
|
|
SARs — Class A ordinary shares
|
|
Number of awards
|
|
Weighted
average base price |
|
Weighted
average remaining contractual term |
|
Aggregate
intrinsic value |
|||||
|
|
|
|
|
|
in years
|
|
in millions
|
|||||
Outstanding at January 1, 2018
|
|
13,524,075
|
|
|
$
|
32.72
|
|
|
|
|
|
||
Granted
|
|
3,286,731
|
|
|
$
|
29.81
|
|
|
|
|
|
||
Forfeited
|
|
(898,390
|
)
|
|
$
|
34.77
|
|
|
|
|
|
||
Exercised
|
|
(603,854
|
)
|
|
$
|
21.75
|
|
|
|
|
|
||
Outstanding at December 31, 2018
|
|
15,308,562
|
|
|
$
|
32.41
|
|
|
3.7
|
|
$
|
0.7
|
|
Exercisable at December 31, 2018
|
|
9,837,206
|
|
|
$
|
32.38
|
|
|
2.7
|
|
$
|
0.7
|
|
SARs — Class C ordinary shares
|
|
Number of awards
|
|
Weighted
average base price |
|
Weighted
average remaining contractual term |
|
Aggregate
intrinsic value |
|||||
|
|
|
|
|
|
in years
|
|
in millions
|
|||||
Outstanding at January 1, 2018
|
|
31,305,136
|
|
|
$
|
30.60
|
|
|
|
|
|
||
Granted
|
|
6,573,462
|
|
|
$
|
28.86
|
|
|
|
|
|
||
Forfeited
|
|
(1,797,629
|
)
|
|
$
|
33.54
|
|
|
|
|
|
||
Exercised
|
|
(1,678,989
|
)
|
|
$
|
20.35
|
|
|
|
|
|
||
Outstanding at December 31, 2018
|
|
34,401,980
|
|
|
$
|
30.61
|
|
|
3.5
|
|
$
|
2.2
|
|
Exercisable at December 31, 2018
|
|
23,452,476
|
|
|
$
|
30.21
|
|
|
2.4
|
|
$
|
2.2
|
|
RSUs — Class A ordinary shares
|
|
Number of awards
|
|
Weighted
average grant-date fair value per share |
|
Weighted
average remaining contractual term |
|||
|
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2018
|
|
511,061
|
|
|
$
|
35.81
|
|
|
|
Granted
|
|
370,355
|
|
|
$
|
29.36
|
|
|
|
Forfeited
|
|
(59,319
|
)
|
|
$
|
35.04
|
|
|
|
Released from restrictions
|
|
(239,723
|
)
|
|
$
|
35.66
|
|
|
|
Outstanding at December 31, 2018
|
|
582,374
|
|
|
$
|
31.85
|
|
|
2.4
|
RSUs — Class C ordinary shares
|
|
Number of awards
|
|
Weighted
average grant-date fair value per share |
|
Weighted
average remaining contractual term |
|||
|
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2018
|
|
1,007,313
|
|
|
$
|
34.60
|
|
|
|
Granted
|
|
740,710
|
|
|
$
|
28.40
|
|
|
|
Forfeited
|
|
(118,764
|
)
|
|
$
|
28.17
|
|
|
|
Released from restrictions
|
|
(466,908
|
)
|
|
$
|
35.33
|
|
|
|
Outstanding at December 31, 2018
|
|
1,162,351
|
|
|
$
|
31.02
|
|
|
2.4
|
PSUs — Class A ordinary shares
|
|
Number of awards
|
|
Weighted
average grant-date fair value per share |
|
Weighted
average remaining contractual term |
|||
|
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2018
|
|
1,934,795
|
|
|
$
|
31.00
|
|
|
|
Granted
|
|
1,177,392
|
|
|
$
|
24.01
|
|
|
|
Forfeited
|
|
(206,110
|
)
|
|
$
|
30.20
|
|
|
|
Released from restrictions
|
|
(1,433
|
)
|
|
$
|
37.45
|
|
|
|
Outstanding at December 31, 2018
|
|
2,904,644
|
|
|
$
|
28.22
|
|
|
1.2
|
PSUs — Class C ordinary shares
|
|
Number of awards
|
|
Weighted
average grant-date fair value per share |
|
Weighted
average remaining contractual term |
|||
|
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2018
|
|
3,875,732
|
|
|
$
|
30.01
|
|
|
|
Granted
|
|
2,354,784
|
|
|
$
|
23.39
|
|
|
|
Forfeited
|
|
(413,213
|
)
|
|
$
|
29.21
|
|
|
|
Released from restrictions
|
|
(2,866
|
)
|
|
$
|
36.32
|
|
|
|
Outstanding at December 31, 2018
|
|
5,814,437
|
|
|
$
|
27.39
|
|
|
1.2
|
|
|
Number of awards
|
|
Weighted Average exercise or base price
|
|
Weighted Average remaining contractual term
|
|
Aggregate intrinsic value
|
|||||
Options and SARs:
|
|
|
|
|
|
|
|
|
|||||
Class A
|
|
|
|
|
|
|
|
|
|||||
Outstanding
|
|
1,198,985
|
|
|
$
|
32.74
|
|
|
2.9
|
|
$
|
0.1
|
|
Exercisable
|
|
1,017,362
|
|
|
$
|
32.26
|
|
|
2.6
|
|
$
|
0.1
|
|
Class C
|
|
|
|
|
|
|
|
|
|||||
Outstanding
|
|
2,819,203
|
|
|
$
|
30.54
|
|
|
2.7
|
|
$
|
0.3
|
|
Exercisable
|
|
2,455,257
|
|
|
$
|
29.98
|
|
|
2.4
|
|
$
|
0.3
|
|
|
|
Number of awards
|
|
Weighted Average grant date fair value per share
|
|
Weighted Average remaining contractual term
|
|||
Outstanding RSUs and PSUs:
|
|
|
|
|
|
|
|||
Class A
|
|
|
|
|
|
|
|||
RSUs
|
|
9,426
|
|
|
$
|
36.73
|
|
|
1.4
|
PSUs
|
|
172,429
|
|
|
$
|
30.29
|
|
|
0.8
|
Class C
|
|
|
|
|
|
|
|||
RSUs
|
|
18,882
|
|
|
$
|
36.44
|
|
|
1.4
|
PSUs
|
|
345,210
|
|
|
$
|
29.32
|
|
|
0.8
|
|
Employee
severance
and
termination
|
|
Office
closures
|
|
Contract termination
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Restructuring liability as of January 1, 2018
|
$
|
11.3
|
|
|
$
|
9.5
|
|
|
$
|
16.5
|
|
|
$
|
37.3
|
|
Restructuring charges
|
42.2
|
|
|
5.5
|
|
|
48.7
|
|
|
96.4
|
|
||||
Cash paid
|
(35.5
|
)
|
|
(6.0
|
)
|
|
(44.7
|
)
|
|
(86.2
|
)
|
||||
Foreign currency translation adjustments and other
|
(3.3
|
)
|
|
(0.5
|
)
|
|
(2.6
|
)
|
|
(6.4
|
)
|
||||
Restructuring liability as of December 31, 2018
|
$
|
14.7
|
|
|
$
|
8.5
|
|
|
$
|
17.9
|
|
|
$
|
41.1
|
|
|
|
|
|
|
|
|
|
||||||||
Current portion
|
$
|
13.3
|
|
|
$
|
4.5
|
|
|
$
|
8.4
|
|
|
$
|
26.2
|
|
Noncurrent portion
|
1.4
|
|
|
4.0
|
|
|
9.5
|
|
|
14.9
|
|
||||
Total
|
$
|
14.7
|
|
|
$
|
8.5
|
|
|
$
|
17.9
|
|
|
$
|
41.1
|
|
|
Employee
severance
and
termination
|
|
Office
closures
|
|
Contract termination
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Restructuring liability as of January 1, 2017
|
$
|
23.0
|
|
|
$
|
7.1
|
|
|
$
|
31.7
|
|
|
$
|
61.8
|
|
Restructuring charges
|
35.2
|
|
|
8.3
|
|
|
4.9
|
|
|
48.4
|
|
||||
Cash paid
|
(50.0
|
)
|
|
(6.8
|
)
|
|
(22.2
|
)
|
|
(79.0
|
)
|
||||
Foreign currency translation adjustments and other
|
3.1
|
|
|
0.9
|
|
|
2.1
|
|
|
6.1
|
|
||||
Restructuring liability as of December 31, 2017
|
$
|
11.3
|
|
|
$
|
9.5
|
|
|
$
|
16.5
|
|
|
$
|
37.3
|
|
|
|
|
|
|
|
|
|
||||||||
Current portion
|
$
|
9.9
|
|
|
$
|
4.4
|
|
|
$
|
4.6
|
|
|
$
|
18.9
|
|
Noncurrent portion
|
1.4
|
|
|
5.1
|
|
|
11.9
|
|
|
18.4
|
|
||||
Total
|
$
|
11.3
|
|
|
$
|
9.5
|
|
|
$
|
16.5
|
|
|
$
|
37.3
|
|
|
Employee
severance
and
termination
|
|
Office
closures
|
|
Contract termination
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Restructuring liability as of January 1, 2016
|
$
|
59.2
|
|
|
$
|
7.3
|
|
|
$
|
42.0
|
|
|
$
|
108.5
|
|
Restructuring charges
|
62.8
|
|
|
3.2
|
|
|
24.2
|
|
|
90.2
|
|
||||
Cash paid
|
(69.9
|
)
|
|
(2.6
|
)
|
|
(34.7
|
)
|
|
(107.2
|
)
|
||||
BASE liabilities at acquisition date
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
||||
Disposal (a)
|
(28.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(28.6
|
)
|
||||
Foreign currency translation adjustments
|
(1.0
|
)
|
|
(0.3
|
)
|
|
(1.1
|
)
|
|
(2.4
|
)
|
||||
Restructuring liability as of December 31, 2016
|
$
|
23.0
|
|
|
$
|
7.1
|
|
|
$
|
31.7
|
|
|
$
|
61.8
|
|
|
|
|
|
|
|
|
|
||||||||
Current portion
|
$
|
21.6
|
|
|
$
|
2.0
|
|
|
$
|
19.7
|
|
|
$
|
43.3
|
|
Noncurrent portion
|
1.4
|
|
|
5.1
|
|
|
12.0
|
|
|
18.5
|
|
||||
Total
|
$
|
23.0
|
|
|
$
|
7.1
|
|
|
$
|
31.7
|
|
|
$
|
61.8
|
|
(a)
|
Represents restructuring liabilities associated with VodafoneZiggo Holding.
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Fair value of plan assets (a)
|
$
|
1,305.0
|
|
|
$
|
1,412.2
|
|
|
$
|
1,198.7
|
|
Projected benefit obligation
|
$
|
1,217.5
|
|
|
$
|
1,335.4
|
|
|
$
|
1,205.1
|
|
Net asset (liability)
|
$
|
87.5
|
|
|
$
|
76.8
|
|
|
$
|
(6.4
|
)
|
(a)
|
The fair value of plan assets at December 31, 2018 includes $918.3 million, $137.6 million and $249.1 million of assets that are valued based on Level 1, Level 2 and Level 3 inputs, respectively, of the fair value hierarchy (as further described in note 9). Our plan assets comprise investments in debt securities, equity securities, hedge funds, insurance contracts and certain other assets.
|
|
Liberty Global shareholders
|
|
|
|
|
||||||||||||||
|
Foreign
currency
translation
adjustments
|
|
Pension-
related adjustments and other
|
|
Accumulated
other
comprehensive
earnings (loss)
|
|
Noncontrolling
interests
|
|
Total
accumulated
other
comprehensive
earnings (loss)
|
||||||||||
|
in millions
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at January 1, 2016
|
$
|
979.2
|
|
|
$
|
(83.3
|
)
|
|
$
|
895.9
|
|
|
$
|
(2.8
|
)
|
|
$
|
893.1
|
|
Other comprehensive loss
|
(1,251.8
|
)
|
|
(16.5
|
)
|
|
(1,268.3
|
)
|
|
(3.1
|
)
|
|
(1,271.4
|
)
|
|||||
Balance at December 31, 2016
|
(272.6
|
)
|
|
(99.8
|
)
|
|
(372.4
|
)
|
|
(5.9
|
)
|
|
(378.3
|
)
|
|||||
Other comprehensive earnings
|
1,942.8
|
|
|
0.3
|
|
|
1,943.1
|
|
|
1.7
|
|
|
1,944.8
|
|
|||||
Impact of the Split-off Transaction
|
56.4
|
|
|
28.9
|
|
|
85.3
|
|
|
—
|
|
|
85.3
|
|
|||||
Balance at December 31, 2017
|
1,726.6
|
|
|
(70.6
|
)
|
|
1,656.0
|
|
|
(4.2
|
)
|
|
1,651.8
|
|
|||||
Other comprehensive loss
|
(1,007.3
|
)
|
|
(16.9
|
)
|
|
(1,024.2
|
)
|
|
0.2
|
|
|
(1,024.0
|
)
|
|||||
Balance at December 31, 2018
|
$
|
719.3
|
|
|
$
|
(87.5
|
)
|
|
$
|
631.8
|
|
|
$
|
(4.0
|
)
|
|
$
|
627.8
|
|
|
|
Pre-tax
amount
|
|
Tax benefit (expense)
|
|
Net-of-tax
amount
|
||||||
|
|
in millions
|
||||||||||
Year ended December 31, 2018:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
(897.9
|
)
|
|
$
|
—
|
|
|
$
|
(897.9
|
)
|
Pension-related adjustments and other
|
|
(24.4
|
)
|
|
4.4
|
|
|
(20.0
|
)
|
|||
Other comprehensive loss from continuing operations
|
|
(922.3
|
)
|
|
4.4
|
|
|
(917.9
|
)
|
|||
Other comprehensive loss from discontinued operations (a)
|
|
(105.9
|
)
|
|
(0.2
|
)
|
|
(106.1
|
)
|
|||
Other comprehensive loss
|
|
(1,028.2
|
)
|
|
4.2
|
|
|
(1,024.0
|
)
|
|||
Other comprehensive loss attributable to noncontrolling interests (b)
|
|
(0.3
|
)
|
|
0.1
|
|
|
(0.2
|
)
|
|||
Other comprehensive loss attributable to Liberty Global shareholders
|
|
$
|
(1,028.5
|
)
|
|
$
|
4.3
|
|
|
$
|
(1,024.2
|
)
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2017:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
1,898.7
|
|
|
$
|
—
|
|
|
$
|
1,898.7
|
|
Pension-related adjustments and other
|
|
17.6
|
|
|
(1.9
|
)
|
|
15.7
|
|
|||
Other comprehensive earnings from continuing operations
|
|
1,916.3
|
|
|
(1.9
|
)
|
|
1,914.4
|
|
|||
Other comprehensive earnings from discontinued operations
|
|
30.1
|
|
|
0.3
|
|
|
30.4
|
|
|||
Other comprehensive earnings
|
|
1,946.4
|
|
|
(1.6
|
)
|
|
1,944.8
|
|
|||
Other comprehensive loss attributable to noncontrolling interests (b)
|
|
(1.9
|
)
|
|
0.2
|
|
|
(1.7
|
)
|
|||
Other comprehensive earnings attributable to Liberty Global
shareholders
|
|
$
|
1,944.5
|
|
|
$
|
(1.4
|
)
|
|
$
|
1,943.1
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments (a)
|
|
$
|
(1,193.9
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(1,195.6
|
)
|
Pension-related adjustments
|
|
(0.9
|
)
|
|
(1.5
|
)
|
|
(2.4
|
)
|
|||
Other comprehensive loss from continuing operations
|
|
(1,194.8
|
)
|
|
(3.2
|
)
|
|
(1,198.0
|
)
|
|||
Other comprehensive loss from discontinued operations
|
|
(74.8
|
)
|
|
1.4
|
|
|
(73.4
|
)
|
|||
Other comprehensive loss
|
|
(1,269.6
|
)
|
|
(1.8
|
)
|
|
(1,271.4
|
)
|
|||
Other comprehensive earnings attributable to noncontrolling interests (b)
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|||
Other comprehensive loss attributable to Liberty Global shareholders
|
|
$
|
(1,266.5
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(1,268.3
|
)
|
(a)
|
For additional information regarding the reclassification of foreign currency translation adjustments included in net earnings, see the 2018 and 2016 consolidated statements of comprehensive earnings and note 6.
|
(b)
|
Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
|
|
Payments due during:
|
|
|
||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
in millions
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Network and connectivity commitments
|
$
|
629.4
|
|
|
$
|
282.1
|
|
|
$
|
243.6
|
|
|
$
|
60.3
|
|
|
$
|
44.1
|
|
|
$
|
776.4
|
|
|
$
|
2,035.9
|
|
Programming commitments
|
858.0
|
|
|
558.7
|
|
|
286.2
|
|
|
52.1
|
|
|
14.2
|
|
|
44.9
|
|
|
1,814.1
|
|
|||||||
Purchase commitments
|
742.8
|
|
|
243.9
|
|
|
88.5
|
|
|
31.9
|
|
|
20.4
|
|
|
45.5
|
|
|
1,173.0
|
|
|||||||
Operating leases
|
123.9
|
|
|
85.4
|
|
|
66.6
|
|
|
54.3
|
|
|
46.8
|
|
|
178.6
|
|
|
555.6
|
|
|||||||
Other commitments
|
27.0
|
|
|
3.2
|
|
|
0.5
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
31.0
|
|
|||||||
Total
|
$
|
2,381.1
|
|
|
$
|
1,173.3
|
|
|
$
|
685.4
|
|
|
$
|
198.9
|
|
|
$
|
125.5
|
|
|
$
|
1,045.4
|
|
|
$
|
5,609.6
|
|
•
|
U.K./Ireland
|
•
|
Belgium
|
•
|
Switzerland
|
•
|
Central and Eastern Europe
|
•
|
VodafoneZiggo JV
|
|
Year ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
Revenue
|
|
Adjusted OIBDA
|
|
Revenue
|
|
Adjusted OIBDA
|
|
Revenue
|
|
Adjusted OIBDA
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.K./Ireland
|
$
|
6,875.1
|
|
|
$
|
3,057.2
|
|
|
$
|
6,398.7
|
|
|
$
|
2,884.0
|
|
|
$
|
6,508.8
|
|
|
$
|
2,921.7
|
|
Belgium
|
2,993.6
|
|
|
1,480.0
|
|
|
2,865.3
|
|
|
1,300.3
|
|
|
2,691.1
|
|
|
1,173.6
|
|
||||||
Switzerland
|
1,326.0
|
|
|
748.7
|
|
|
1,370.1
|
|
|
832.6
|
|
|
1,377.4
|
|
|
862.8
|
|
||||||
Central and Eastern Europe
|
492.2
|
|
|
249.1
|
|
|
467.5
|
|
|
233.5
|
|
|
441.3
|
|
|
227.4
|
|
||||||
The Netherlands
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,690.8
|
|
|
1,472.7
|
|
||||||
Central and Corporate
|
274.2
|
|
|
(371.7
|
)
|
|
189.4
|
|
|
(415.8
|
)
|
|
84.1
|
|
|
(573.6
|
)
|
||||||
Intersegment eliminations (a)
|
(3.2
|
)
|
|
(11.8
|
)
|
|
(14.6
|
)
|
|
(9.5
|
)
|
|
(62.4
|
)
|
|
(4.2
|
)
|
||||||
Total
|
$
|
11,957.9
|
|
|
$
|
5,151.5
|
|
|
$
|
11,276.4
|
|
|
$
|
4,825.1
|
|
|
$
|
13,731.1
|
|
|
$
|
6,080.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
VodafoneZiggo JV
|
$
|
4,602.2
|
|
|
$
|
2,009.7
|
|
|
$
|
4,512.5
|
|
|
$
|
1,910.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Amounts are related to transactions between our continuing and discontinued operations prior to the disposal dates of such discontinued operations.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Adjusted OIBDA from continuing operations
|
$
|
5,151.5
|
|
|
$
|
4,825.1
|
|
|
$
|
6,080.4
|
|
Share-based compensation expense
|
(206.0
|
)
|
|
(162.2
|
)
|
|
(268.1
|
)
|
|||
Depreciation and amortization
|
(3,858.2
|
)
|
|
(3,790.6
|
)
|
|
(4,117.7
|
)
|
|||
Impairment, restructuring and other operating items, net
|
(248.2
|
)
|
|
(79.9
|
)
|
|
(124.5
|
)
|
|||
Operating income
|
839.1
|
|
|
792.4
|
|
|
1,570.1
|
|
|||
Interest expense
|
(1,478.7
|
)
|
|
(1,416.1
|
)
|
|
(1,866.1
|
)
|
|||
Realized and unrealized gains (losses) on derivative instruments, net
|
1,125.8
|
|
|
(1,052.8
|
)
|
|
1,022.3
|
|
|||
Foreign currency transaction gains (losses), net
|
90.4
|
|
|
(181.5
|
)
|
|
(326.3
|
)
|
|||
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net
|
(384.5
|
)
|
|
43.4
|
|
|
(456.1
|
)
|
|||
Losses on debt modification and extinguishment, net
|
(65.0
|
)
|
|
(252.2
|
)
|
|
(233.8
|
)
|
|||
Share of results of affiliates, net
|
(8.7
|
)
|
|
(95.2
|
)
|
|
(111.6
|
)
|
|||
Gain on the VodafoneZiggo JV Transaction
|
—
|
|
|
4.5
|
|
|
520.8
|
|
|||
Other income, net
|
43.4
|
|
|
46.4
|
|
|
124.0
|
|
|||
Earnings (loss) from continuing operations before income taxes
|
$
|
161.8
|
|
|
$
|
(2,111.1
|
)
|
|
$
|
243.3
|
|
|
Long-lived assets
|
|
Total assets
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
in millions
|
||||||||||||||
U.K./Ireland
|
$
|
16,254.6
|
|
|
$
|
17,678.3
|
|
|
$
|
20,702.5
|
|
|
$
|
21,968.4
|
|
Belgium
|
5,979.4
|
|
|
6,067.9
|
|
|
6,972.1
|
|
|
6,992.8
|
|
||||
Switzerland
|
4,165.4
|
|
|
4,212.5
|
|
|
4,496.0
|
|
|
4,528.9
|
|
||||
Central and Eastern Europe
|
1,087.4
|
|
|
1,161.2
|
|
|
1,130.8
|
|
|
1,191.8
|
|
||||
Central and Corporate (a)
|
1,142.2
|
|
|
994.8
|
|
|
9,321.1
|
|
|
11,401.5
|
|
||||
Total - continuing operations
|
$
|
28,629.0
|
|
|
$
|
30,114.7
|
|
|
$
|
42,622.5
|
|
|
$
|
46,083.4
|
|
|
|
|
|
|
|
|
|
||||||||
VodafoneZiggo JV
|
$
|
22,026.2
|
|
|
$
|
24,017.4
|
|
|
$
|
23,255.3
|
|
|
$
|
24,900.2
|
|
(a)
|
The total asset amounts include our equity method investment in the VodafoneZiggo JV and related receivables.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
U.K./Ireland
|
$
|
1,988.9
|
|
|
$
|
2,161.8
|
|
|
$
|
1,761.1
|
|
Belgium
|
790.8
|
|
|
691.0
|
|
|
588.4
|
|
|||
Switzerland
|
249.6
|
|
|
244.4
|
|
|
260.4
|
|
|||
Central and Eastern Europe
|
152.8
|
|
|
158.2
|
|
|
128.6
|
|
|||
The Netherlands
|
—
|
|
|
—
|
|
|
588.9
|
|
|||
Central and Corporate (a)
|
523.5
|
|
|
448.1
|
|
|
406.4
|
|
|||
Total property and equipment additions
|
3,705.6
|
|
|
3,703.5
|
|
|
3,733.8
|
|
|||
Assets acquired under capital-related vendor financing arrangements
|
(2,175.5
|
)
|
|
(2,336.2
|
)
|
|
(1,811.2
|
)
|
|||
Assets acquired under capital leases
|
(102.4
|
)
|
|
(106.7
|
)
|
|
(100.4
|
)
|
|||
Changes in current liabilities related to capital expenditures
|
25.3
|
|
|
(10.6
|
)
|
|
(282.3
|
)
|
|||
Total capital expenditures, net
|
$
|
1,453.0
|
|
|
$
|
1,250.0
|
|
|
$
|
1,539.9
|
|
|
|
|
|
|
|
||||||
Capital expenditures, net:
|
|
|
|
|
|
||||||
Third-party payments
|
$
|
1,552.7
|
|
|
$
|
1,586.5
|
|
|
$
|
1,738.2
|
|
Proceeds received for transfers to related parties (b)
|
(99.7
|
)
|
|
(336.5
|
)
|
|
(198.3
|
)
|
|||
Total capital expenditures, net
|
$
|
1,453.0
|
|
|
$
|
1,250.0
|
|
|
$
|
1,539.9
|
|
|
|
|
|
|
|
||||||
Property and equipment additions - VodafoneZiggo JV
|
$
|
988.7
|
|
|
$
|
933.9
|
|
|
$
|
—
|
|
(a)
|
Includes amounts that represent the net impact of changes in inventory levels associated with certain centrally-procured network equipment. Most of this equipment is ultimately transferred to our operating subsidiaries.
|
(b)
|
Primarily relates to transfers of centrally-procured property and equipment to our discontinued operations and the VodafoneZiggo JV.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
Residential revenue:
|
|
|
|
|
|
||||||
Residential cable revenue (a):
|
|
|
|
|
|
||||||
Subscription revenue (b):
|
|
|
|
|
|
||||||
Video
|
$
|
2,863.2
|
|
|
$
|
2,786.5
|
|
|
$
|
4,060.0
|
|
Broadband internet
|
3,226.6
|
|
|
2,979.7
|
|
|
3,579.0
|
|
|||
Fixed-line telephony
|
1,607.8
|
|
|
1,599.8
|
|
|
2,149.5
|
|
|||
Total subscription revenue
|
7,697.6
|
|
|
7,366.0
|
|
|
9,788.5
|
|
|||
Non-subscription revenue
|
279.1
|
|
|
343.6
|
|
|
311.9
|
|
|||
Total residential cable revenue
|
7,976.7
|
|
|
7,709.6
|
|
|
10,100.4
|
|
|||
Residential mobile revenue (c):
|
|
|
|
|
|
||||||
Subscription revenue (b)
|
983.5
|
|
|
999.7
|
|
|
1,103.9
|
|
|||
Non-subscription revenue
|
694.8
|
|
|
607.1
|
|
|
590.8
|
|
|||
Total residential mobile revenue
|
1,678.3
|
|
|
1,606.8
|
|
|
1,694.7
|
|
|||
Total residential revenue
|
9,655.0
|
|
|
9,316.4
|
|
|
11,795.1
|
|
|||
B2B revenue (d):
|
|
|
|
|
|
||||||
Subscription revenue
|
446.4
|
|
|
367.6
|
|
|
366.3
|
|
|||
Non-subscription revenue
|
1,537.1
|
|
|
1,372.5
|
|
|
1,487.9
|
|
|||
Total B2B revenue
|
1,983.5
|
|
|
1,740.1
|
|
|
1,854.2
|
|
|||
Other revenue (e)
|
319.4
|
|
|
219.9
|
|
|
81.8
|
|
|||
Total
|
$
|
11,957.9
|
|
|
$
|
11,276.4
|
|
|
$
|
13,731.1
|
|
(a)
|
Residential cable subscription revenue includes amounts received from subscribers for ongoing services. Residential cable non-subscription revenue includes, among other items, channel carriage fees, late fees, and revenue from the sale of equipment. As described in note 2, we adopted ASU 2014-09 on January 1, 2018 using the cumulative effect transition method. For periods subsequent to our adoption of ASU 2014-09, installation revenue is generally deferred and recognized over the contractual period as residential cable subscription revenue. For periods prior to the adoption of ASU 2014-09, installation revenue is included in residential cable non-subscription revenue.
|
(b)
|
Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.
|
(c)
|
Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices.
|
(d)
|
B2B subscription revenue represents revenue from services to certain small or home office (SOHO) subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. B2B non-subscription revenue includes business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators.
|
(e)
|
Other revenue includes, among other items, revenue earned from the JV Services, broadcasting revenue in Ireland and revenue from Central and Corporate’s wholesale handset program. In addition, the amount for 2018 includes revenue earned from (i) sales of customer premises equipment to the VodafoneZiggo JV and (ii) transitional and other services provided to Deutsche Telekom and Liberty Latin America.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
U.K.
|
$
|
6,351.2
|
|
|
$
|
5,927.9
|
|
|
$
|
6,070.4
|
|
Belgium
|
2,993.6
|
|
|
2,865.3
|
|
|
2,691.1
|
|
|||
Switzerland
|
1,326.0
|
|
|
1,370.1
|
|
|
1,377.4
|
|
|||
Ireland
|
523.9
|
|
|
470.8
|
|
|
438.4
|
|
|||
Poland
|
440.7
|
|
|
417.9
|
|
|
391.4
|
|
|||
Slovakia
|
51.5
|
|
|
49.6
|
|
|
49.9
|
|
|||
The Netherlands
|
—
|
|
|
—
|
|
|
2,690.8
|
|
|||
Other, including intersegment eliminations
|
271.0
|
|
|
174.8
|
|
|
21.7
|
|
|||
Total
|
$
|
11,957.9
|
|
|
$
|
11,276.4
|
|
|
$
|
13,731.1
|
|
|
|
|
|
|
|
||||||
VodafoneZiggo JV (the Netherlands)
|
$
|
4,602.2
|
|
|
$
|
4,512.5
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
|
|
|
|
||||
U.K.
|
$
|
15,489.2
|
|
|
$
|
16,902.9
|
|
Belgium
|
5,979.4
|
|
|
6,067.9
|
|
||
Switzerland
|
4,165.4
|
|
|
4,212.5
|
|
||
Poland
|
958.7
|
|
|
1,028.4
|
|
||
Ireland
|
765.4
|
|
|
775.4
|
|
||
Slovakia
|
128.7
|
|
|
132.8
|
|
||
U.S. and other (a)
|
1,142.2
|
|
|
994.8
|
|
||
Total
|
$
|
28,629.0
|
|
|
$
|
30,114.7
|
|
|
|
|
|
||||
VodafoneZiggo JV (the Netherlands)
|
$
|
22,026.2
|
|
|
$
|
24,017.4
|
|
(a)
|
Primarily relates to certain long-lived assets included in Central and Corporate.
|
|
|
2018
|
||||||||||||||
|
|
1st quarter
|
|
2nd quarter
|
|
3rd quarter
|
|
4th quarter
|
||||||||
|
|
in millions, except per share amounts
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
As previously reported
|
|
$
|
4,156.1
|
|
|
$
|
3,045.1
|
|
|
$
|
2,958.1
|
|
|
$
|
2,949.1
|
|
Effect of discontinued operations (note 6):
|
|
|
|
|
|
|
|
|
||||||||
Vodafone Disposal Group and UPC Austria
|
|
(1,061.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
UPC DTH
|
|
(31.0
|
)
|
|
(29.5
|
)
|
|
(28.4
|
)
|
|
—
|
|
||||
As adjusted
|
|
$
|
3,063.5
|
|
|
$
|
3,015.6
|
|
|
$
|
2,929.7
|
|
|
$
|
2,949.1
|
|
Operating income:
|
|
|
|
|
|
|
|
|
||||||||
As previously reported
|
|
$
|
493.1
|
|
|
$
|
263.9
|
|
|
$
|
208.6
|
|
|
$
|
252.4
|
|
Effect of discontinued operations (note 6):
|
|
|
|
|
|
|
|
|
||||||||
Vodafone Disposal Group and UPC Austria
|
|
(372.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
UPC DTH
|
|
(2.9
|
)
|
|
0.2
|
|
|
(3.5
|
)
|
|
—
|
|
||||
As adjusted
|
|
$
|
117.5
|
|
|
$
|
264.1
|
|
|
$
|
205.1
|
|
|
$
|
252.4
|
|
Net earnings (loss)
|
|
$
|
(1,178.6
|
)
|
|
$
|
950.5
|
|
|
$
|
1,025.9
|
|
|
$
|
52.2
|
|
Net earnings (loss) attributable to Liberty Global shareholders
|
|
$
|
(1,186.5
|
)
|
|
$
|
912.6
|
|
|
$
|
974.1
|
|
|
$
|
25.1
|
|
Basic earnings (loss) attributable to Liberty Global shareholders per share (notes 3 and 6)
|
|
$
|
(1.47
|
)
|
|
$
|
1.16
|
|
|
$
|
1.23
|
|
|
$
|
0.03
|
|
Diluted earnings (loss) attributable to Liberty Global shareholders per share (notes 3 and 6)
|
|
$
|
(1.47
|
)
|
|
$
|
1.15
|
|
|
$
|
1.23
|
|
|
$
|
0.03
|
|
|
|
2017
|
||||||||||||||
|
|
1st quarter
|
|
2nd quarter
|
|
3rd quarter
|
|
4th quarter
|
||||||||
|
|
in millions, except per share amounts
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
As previously reported
|
|
$
|
3,519.0
|
|
|
$
|
2,774.9
|
|
|
$
|
2,929.0
|
|
|
$
|
3,987.7
|
|
Effect of discontinued operations (note 6):
|
|
|
|
|
|
|
|
|
||||||||
Vodafone Disposal Group and UPC Austria
|
|
(849.2
|
)
|
|
—
|
|
|
—
|
|
|
(970.4
|
)
|
||||
UPC DTH
|
|
(27.3
|
)
|
|
(28.1
|
)
|
|
(29.7
|
)
|
|
(29.5
|
)
|
||||
As adjusted
|
|
$
|
2,642.5
|
|
|
$
|
2,746.8
|
|
|
$
|
2,899.3
|
|
|
$
|
2,987.8
|
|
Operating income:
|
|
|
|
|
|
|
|
|
||||||||
As previously reported
|
|
$
|
427.1
|
|
|
$
|
208.9
|
|
|
$
|
221.6
|
|
|
$
|
495.8
|
|
Effect of discontinued operations (note 6):
|
|
|
|
|
|
|
|
|
||||||||
Vodafone Disposal Group and UPC Austria
|
|
(210.4
|
)
|
|
—
|
|
|
—
|
|
|
(334.5
|
)
|
||||
UPC DTH
|
|
(2.5
|
)
|
|
(2.6
|
)
|
|
(2.8
|
)
|
|
(3.8
|
)
|
||||
Effect of Accounting Change (note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
||||
As adjusted
|
|
$
|
214.2
|
|
|
$
|
206.3
|
|
|
$
|
218.8
|
|
|
$
|
153.1
|
|
Net loss
|
|
$
|
(267.2
|
)
|
|
$
|
(652.4
|
)
|
|
$
|
(779.0
|
)
|
|
$
|
(1,022.0
|
)
|
Net loss attributable to Liberty Global shareholders
|
|
$
|
(320.2
|
)
|
|
$
|
(674.3
|
)
|
|
$
|
(791.6
|
)
|
|
$
|
(992.0
|
)
|
Basic and diluted loss attributable to Liberty Global shareholders per share (notes 3 and 5):
|
|
|
|
|
|
|
|
|
||||||||
Liberty Global Shares
|
|
$
|
(0.33
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(0.68
|
)
|
LiLAC Shares
|
|
$
|
(0.16
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(2.55
|
)
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|
Plan Category
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (1)(2)
|
|
Weighted average
exercise price of
outstanding
options, warrants
and rights (1)(2)
|
|
Number of
securities
available for
future issuance
under equity
compensation
plans (excluding securities reflected in the first column)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
Liberty Global 2014 Incentive Plan (3):
|
|
|
|
|
|
|
||||
Total ordinary shares available for issuance
|
|
|
|
|
|
46,220,904
|
|
|||
Liberty Global Class A ordinary shares
|
|
12,367,221
|
|
|
$
|
34.24
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
24,805,745
|
|
|
$
|
33.08
|
|
|
|
|
Liberty Global 2014 Nonemployee Director Incentive Plan (4):
|
|
|
|
|
|
|
||||
Total ordinary shares available for issuance
|
|
|
|
|
|
9,108,222
|
|
|||
Liberty Global Class A ordinary shares
|
|
375,213
|
|
|
$
|
33.44
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
879,726
|
|
|
$
|
31.68
|
|
|
|
|
Liberty Global 2005 Incentive Plan (5):
|
|
|
|
|
|
—
|
|
|||
Liberty Global Class A ordinary shares
|
|
3,936,125
|
|
|
$
|
26.94
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
11,813,648
|
|
|
$
|
25.57
|
|
|
|
|
Liberty Global 2005 Director Incentive Plan (5):
|
|
|
|
|
|
—
|
|
|||
Liberty Global Class A ordinary shares
|
|
130,847
|
|
|
$
|
17.31
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
404,564
|
|
|
$
|
16.61
|
|
|
|
|
VM Incentive Plan (5):
|
|
|
|
|
|
—
|
|
|||
Liberty Global Class A ordinary shares
|
|
278,395
|
|
|
$
|
25.17
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
1,985,006
|
|
|
$
|
24.57
|
|
|
|
|
Equity compensation plans not approved by security holders:
|
|
|
|
|
|
|
||||
None
|
|
—
|
|
|
|
|
—
|
|
||
Totals:
|
|
|
|
|
|
|
||||
Total ordinary shares available for issuance
|
|
|
|
|
|
55,329,126
|
|
|||
Liberty Global Class A ordinary shares
|
|
17,087,801
|
|
|
|
|
|
|||
Liberty Global Class C ordinary shares
|
|
39,888,689
|
|
|
|
|
|
(1)
|
This table includes (i) SARs and PSARs with respect to 16,507,547 and 37,221,183, Liberty Global Class A and Liberty Global Class C ordinary shares, respectively. Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the respective underlying class of ordinary shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable class of ordinary shares. Based upon the respective market prices of Liberty Global Class A and Class C ordinary shares at December 31, 2018 and excluding any related tax effects, 39,820 and 125,437 Liberty Global Class A and Liberty Global Class C ordinary shares, respectively, would have been issued if all outstanding and in-the-money SARs had been exercised on December 31, 2018. For further information, see note 14 to our consolidated financial statements.
|
(2)
|
In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 3,668,873 and 7,340,880, Liberty Global Class A and Liberty Global Class C ordinary shares, respectively.
|
(3)
|
The Liberty Global 2014 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 105 million shares (of which no more than 50.25 million shares may consist of Class B shares), subject to anti-dilution adjustments. As of December 31, 2018, an aggregate of 46,220,904 ordinary shares were available for issuance pursuant to the incentive plan. For further information, see note 14 to our consolidated financial statements.
|
(4)
|
The Liberty Global 2014 Nonemployee Director Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 10.5 million shares, subject to anti-dilution adjustments. As of December 31, 2018, an aggregate of 9,108,222 ordinary shares were available for issuance pursuant to the Liberty Global 2014 Nonemployee Director Incentive Plan. For further information, see note 13 to our consolidated financial statements.
|
(5)
|
On January 30, 2014, our shareholders approved the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan and, accordingly, no further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director Incentive Plan or the VM Incentive Plan.
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Schedule I - Condensed Financial Information of Registrant (Parent Company Information):
|
|
Liberty Global plc Condensed Balance Sheets as of December 31, 2018 and 2017 (Parent Company Only)
|
|
Liberty Global plc Condensed Statements of Operations for the years ended December 31, 2018, 2017 and 2016 (Parent Company Only)
|
|
Liberty Global plc Condensed Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016 (Parent Company Only)
|
|
Schedule II - Valuation and Qualifying Accounts
|
2 -- Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
|
||
2.1
|
|
|
2.2
|
|
|
3 -- Articles of Incorporation and Bylaws:
|
||
3.1
|
|
|
4 -- Instruments Defining the Rights of Securities Holders, including Indentures:
|
||
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
|
4.16
|
|
|
4.17
|
|
|
4.18
|
|
|
4.19
|
|
|
4.20
|
|
|
4.21
|
|
4.22
|
|
|
4.23
|
|
|
4.24
|
|
|
4.25
|
|
|
4.26
|
|
|
4.27
|
|
|
4.28
|
|
|
4.29
|
|
|
4.30
|
|
|
4.31
|
|
|
4.32
|
|
|
4.33
|
|
|
4.34
|
|
|
4.35
|
|
|
4.36
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
Item 16.
|
FORM 10-K SUMMARY
|
|
|
|
LIBERTY GLOBAL PLC
|
|
|
|
|
Dated:
|
February 27, 2019
|
|
/s/ BRYAN H. HALL
|
|
|
|
Bryan H. Hall
Executive Vice President, General Counsel and Secretary
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JOHN C. MALONE
|
|
Chairman of the Board
|
|
February 27, 2019
|
John C. Malone
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL T. FRIES
|
|
President, Chief Executive Officer and Director
|
|
February 27, 2019
|
Michael T. Fries
|
|
|
|
|
|
|
|
|
|
/s/ ANDREW J. COLE
|
|
Director
|
|
February 27, 2019
|
Andrew J. Cole
|
|
|
|
|
|
|
|
|
|
/s/ MIRANDA CURTIS
|
|
Director
|
|
February 27, 2019
|
Miranda Curtis
|
|
|
|
|
|
|
|
|
|
/s/ JOHN W. DICK
|
|
Director
|
|
February 27, 2019
|
John W. Dick
|
|
|
|
|
|
|
|
|
|
/s/ PAUL A. GOULD
|
|
Director
|
|
February 27, 2019
|
Paul A. Gould
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD R. GREEN
|
|
Director
|
|
February 27, 2019
|
Richard R. Green
|
|
|
|
|
|
|
|
|
|
/s/ DAVID E. RAPLEY
|
|
Director
|
|
February 27, 2019
|
David E. Rapley
|
|
|
|
|
|
|
|
|
|
/s/ LARRY E. ROMRELL
|
|
Director
|
|
February 27, 2019
|
Larry E. Romrell
|
|
|
|
|
|
|
|
|
|
/s/ J.C. SPARKMAN
|
|
Director
|
|
February 27, 2019
|
J.C. Sparkman
|
|
|
|
|
|
|
|
|
|
/s/ J. DAVID WARGO
|
|
Director
|
|
February 27, 2019
|
J. David Wargo
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES H.R. BRACKEN
|
|
Executive Vice President and Chief Financial Officer
|
|
February 27, 2019
|
Charles H.R. Bracken
|
|
|
|
|
|
|
|
|
|
/s/ JASON WALDRON
|
|
Senior Vice President and Chief Accounting Officer
|
|
February 27, 2019
|
Jason Waldron
|
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10.8
|
|
|
$
|
73.2
|
|
Interest receivables — related-party
|
—
|
|
|
1.8
|
|
||
Other receivables — related-party
|
13.0
|
|
|
44.6
|
|
||
Other current assets
|
7.0
|
|
|
5.8
|
|
||
Total current assets
|
30.8
|
|
|
125.4
|
|
||
Long-term notes receivable — related-party
|
1,215.5
|
|
|
975.8
|
|
||
Investments in consolidated subsidiaries, including intercompany balances
|
20,829.5
|
|
|
17,472.6
|
|
||
Other assets, net
|
13.7
|
|
|
17.8
|
|
||
Total assets
|
$
|
22,089.5
|
|
|
$
|
18,591.6
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3.5
|
|
|
$
|
0.9
|
|
Other payables — related-party
|
26.4
|
|
|
68.7
|
|
||
Current portion of notes payable — related-party
|
3,033.3
|
|
|
2,834.7
|
|
||
Accrued liabilities and other
|
9.1
|
|
|
5.6
|
|
||
Total current liabilities
|
3,072.3
|
|
|
2,909.9
|
|
||
Long-term notes payable — related-party
|
14,332.5
|
|
|
7,884.1
|
|
||
Other long-term liabilities — related-party
|
—
|
|
|
989.9
|
|
||
Other long-term liabilities
|
3.3
|
|
|
2.7
|
|
||
Total liabilities
|
17,408.1
|
|
|
11,786.6
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Liberty Global Shares — Class A, $0.01 nominal value. Issued and outstanding 204,450,499 and 219,668,579 shares, respectively
|
2.0
|
|
|
2.2
|
|
||
Liberty Global Shares — Class B, $0.01 nominal value. Issued and outstanding 11,099,593 and 11,102,619 shares, respectively
|
0.1
|
|
|
0.1
|
|
||
Liberty Global Shares — Class C, $0.01 nominal value. Issued and outstanding 531,174,389 and 584,332,055 shares, respectively
|
5.3
|
|
|
5.8
|
|
||
Additional paid-in capital
|
9,214.5
|
|
|
11,358.6
|
|
||
Accumulated deficit
|
(5,172.2
|
)
|
|
(6,217.6
|
)
|
||
Accumulated other comprehensive earnings, net of taxes
|
631.8
|
|
|
1,656.0
|
|
||
Treasury shares, at cost
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Total shareholders’ equity
|
4,681.4
|
|
|
6,805.0
|
|
||
Total liabilities and shareholders’ equity
|
$
|
22,089.5
|
|
|
$
|
18,591.6
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative (including share-based compensation)
|
$
|
42.8
|
|
|
$
|
44.9
|
|
|
$
|
52.9
|
|
Related-party fees and allocations
|
8.0
|
|
|
55.2
|
|
|
66.3
|
|
|||
Depreciation and amortization
|
1.5
|
|
|
1.0
|
|
|
0.8
|
|
|||
Other operating expenses
|
—
|
|
|
—
|
|
|
0.7
|
|
|||
Operating loss
|
(52.3
|
)
|
|
(101.1
|
)
|
|
(120.7
|
)
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Interest expense — related-party
|
(678.0
|
)
|
|
(406.5
|
)
|
|
(162.3
|
)
|
|||
Interest income — related-party
|
70.9
|
|
|
822.7
|
|
|
781.0
|
|
|||
Foreign currency transaction gains (losses), net
|
381.0
|
|
|
(644.8
|
)
|
|
45.8
|
|
|||
Other income (expense), net
|
0.1
|
|
|
(3.3
|
)
|
|
(1.3
|
)
|
|||
|
(226.0
|
)
|
|
(231.9
|
)
|
|
663.2
|
|
|||
Earnings (loss) before income taxes and equity in earnings (losses) of consolidated subsidiaries, net
|
(278.3
|
)
|
|
(333.0
|
)
|
|
542.5
|
|
|||
Equity in earnings (losses) of consolidated subsidiaries, net
|
887.9
|
|
|
(2,386.0
|
)
|
|
1,279.7
|
|
|||
Income tax benefit (expense)
|
115.7
|
|
|
(59.1
|
)
|
|
(116.9
|
)
|
|||
Net earnings (loss)
|
$
|
725.3
|
|
|
$
|
(2,778.1
|
)
|
|
$
|
1,705.3
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
in millions
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
725.3
|
|
|
$
|
(2,778.1
|
)
|
|
$
|
1,705.3
|
|
Adjustments to reconcile net earnings (loss) to net cash provided (used) by operating activities:
|
|
|
|
|
|
||||||
Equity in losses (earnings) of consolidated subsidiaries, net
|
(887.9
|
)
|
|
2,386.0
|
|
|
(1,279.7
|
)
|
|||
Share-based compensation expense
|
20.6
|
|
|
19.8
|
|
|
29.0
|
|
|||
Related-party fees and allocations
|
8.0
|
|
|
55.2
|
|
|
66.3
|
|
|||
Depreciation and amortization
|
1.5
|
|
|
1.0
|
|
|
0.8
|
|
|||
Other operating expenses
|
—
|
|
|
—
|
|
|
0.7
|
|
|||
Foreign currency transaction losses (gains), net
|
(381.0
|
)
|
|
644.8
|
|
|
(45.8
|
)
|
|||
Deferred income tax benefit
|
(2.8
|
)
|
|
(1.6
|
)
|
|
(1.7
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables and other operating assets
|
(134.8
|
)
|
|
502.7
|
|
|
116.4
|
|
|||
Payables and accruals
|
564.4
|
|
|
(160.9
|
)
|
|
29.0
|
|
|||
Net cash provided (used) by operating activities
|
(86.7
|
)
|
|
668.9
|
|
|
620.3
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Distribution and repayments from (investments in and advances to) consolidated subsidiaries, net
|
(93.4
|
)
|
|
1,188.7
|
|
|
(133.6
|
)
|
|||
Other investing activities, net
|
—
|
|
|
(7.0
|
)
|
|
0.3
|
|
|||
Net cash provided (used) by investing activities
|
(93.4
|
)
|
|
1,181.7
|
|
|
(133.3
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings of related-party debt
|
3,133.3
|
|
|
4,632.7
|
|
|
5,249.8
|
|
|||
Repayments of related-party debt
|
(1,010.0
|
)
|
|
(3,496.0
|
)
|
|
(3,751.5
|
)
|
|||
Repurchase of Liberty Global ordinary shares
|
(2,009.9
|
)
|
|
(2,976.2
|
)
|
|
(1,968.3
|
)
|
|||
Proceeds from issuance of Liberty Global shares upon exercise of options
|
5.7
|
|
|
11.7
|
|
|
17.4
|
|
|||
Proceeds associated with call option contracts, net
|
—
|
|
|
—
|
|
|
9.2
|
|
|||
Other financing activities, net
|
(1.4
|
)
|
|
(8.1
|
)
|
|
(9.4
|
)
|
|||
Net cash provided (used) by financing activities
|
117.7
|
|
|
(1,835.9
|
)
|
|
(452.8
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(62.4
|
)
|
|
14.3
|
|
|
33.9
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Beginning of period
|
78.4
|
|
|
64.1
|
|
|
30.2
|
|
|||
End of period
|
$
|
16.0
|
|
|
$
|
78.4
|
|
|
$
|
64.1
|
|
|
|
|
|
|
|
||||||
Details of end of period cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
10.8
|
|
|
$
|
73.2
|
|
|
$
|
58.9
|
|
Restricted cash included in other current assets
|
5.2
|
|
|
5.2
|
|
|
5.2
|
|
|||
Total cash and cash equivalents and restricted cash
|
$
|
16.0
|
|
|
$
|
78.4
|
|
|
$
|
64.1
|
|
|
Allowance for doubtful accounts — Trade receivables (Continuing operations)
|
||||||||||||||||||||||||
|
Balance at
beginning
of period
|
|
Impact of the adoption of ASU 2014-09
|
|
Additions to
costs and
expenses
|
|
Acquisitions
|
|
VodafoneZiggo JV Transaction
|
|
Deductions
or write-offs
|
|
Foreign
currency
translation
adjustments
|
|
Balance at
end of
period
|
||||||||||
|
in millions
|
||||||||||||||||||||||||
Year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
$
|
60.8
|
|
|
—
|
|
|
50.9
|
|
|
3.8
|
|
|
(13.0
|
)
|
|
(39.3
|
)
|
|
(7.1
|
)
|
|
$
|
56.1
|
|
2017
|
$
|
56.1
|
|
|
—
|
|
|
51.6
|
|
|
1.5
|
|
|
—
|
|
|
(41.7
|
)
|
|
6.7
|
|
|
$
|
74.2
|
|
2018
|
$
|
74.2
|
|
|
11.9
|
|
|
61.6
|
|
|
—
|
|
|
—
|
|
|
(98.4
|
)
|
|
(3.5
|
)
|
|
$
|
45.8
|
|
(i)
|
On April 1 during the Service Period, 50% of the Earned Performance Share Units shall become vested; and
|
(ii)
|
On October 1 during the Service Period, 50% of the Earned Performance Share Units shall become vested.
|
(1)
|
LIBERTY GLOBAL B.V., a Dutch company with limited liability, having its registered office at Schiphol-Rijk, The Netherlands, hereinafter the “Company”;
|
(2)
|
Mr. DIEDERIK KARSTEN, born on 6 November 1956, an officer of the Company, hereinafter the “Executive” and/or ‘he/his’;
|
a)
|
The Executive has been employed by the Company since 1 July 2004, most recently on the basis of an employment agreement for an indefinite period of time, dated 11 January 2011 (the “Employment Agreement”) in the position of Executive Vice President and Chief Commercial Officer of the Company and of Liberty Global plc., the indirect parent of the Company (“Liberty Global”). The Executive also serves as the WOR-bestuurder of the Company;
|
b)
|
The Parties have agreed that the Executive will resign as an officer of Liberty Global and the Company and affiliates as from the date of signing of this Agreement, unless otherwise mutually agreed by the Parties to this Agreement; provided, however, that the Executive will continue as a supervisory board member of VodafoneZiggo Group B.V.;
|
c)
|
For the purpose of the application of the Social Plan (as defined below), the Notification Date will be considered as 31 October 2018;
|
d)
|
For the purpose of the application of the Social Plan, the Gross Monthly Salary (i.e. the “last-earned fixed gross monthly salary on the Notification Date, excluding 8% holiday allowance, bonus, allowances for overtime, shift or on-call work, lease car and/or any other allowances (if any)”) for the Executive will be considered to be €63,580.25;
|
e)
|
The Executive has been given the opportunity to duly consider this Agreement and its consequences and was provided with the possibility to obtain expert advice;
|
f)
|
As a result, the Parties have jointly agreed as follows:
|
1.
|
This Agreement is in line with the provisions agreed between the Company and the Works Council of the Company set forth in the “Social Plan Liberty Global BV” as valid from 1 July 2018 until 31 December 2019 (the “Social Plan”), unless specifically deviated therefrom herein. Capitalized words used herein and not otherwise defined, shall have the meaning as defined in the Social Plan. In case of conflict between the provisions of this Agreement and the provisions of the Social Plan, the provisions of this Agreement will prevail.
|
2.
|
The Employment Agreement between the Company and the Executive shall terminate on 1 July 2019 (the “Termination Date”).
|
3.
|
The Executive shall be released from duties as from the date of signing of this Agreement and up to and including the Termination Date (the "Release Period”), albeit that the Executive will continue in his role as supervisory board member of VodafoneZiggo Group B.V. and will remain available to - upon request by the Company or any of its affiliates - (a) assist in the proper hand-over of work to other executives who will be assigned the duties previously performed by the Executive and/or (b) provide consulting.
|
4.
|
At any time or from time to time following the date of signing of this Agreement, upon the request of the Liberty Global General Counsel, the Executive shall resign from any and all offices and directorships held in the Company, Liberty Global or affiliates. At any time or from time to time following the date of signing of this Agreement, at the request of the Liberty Global General Counsel, the Executive will execute each and every instrument considered necessary to effectuate or confirm such resignations and/or any de-registrations in any companies registers.
|
5.
|
The Company shall use its best efforts to have the competent corporate bodies of any affiliate, including VodafoneZiggo Group B.V., take any and all corporate actions as may be necessary to discharge the Executive, subject to the condition that no facts and circumstances will become known to the relevant corporate body of such affiliate(s) after the date of issuing such discharge, which would have been ground for not granting such discharge, as per the first opportunity after the date of signing of the Agreement and no later than the next relevant shareholders meeting of such company in which the Executive held office and/or directorships and before the Termination Date. The Executive will, at the latest as per the Termination Date, receive from the Global General Counsel written confirmation when such discharge has been granted in accordance with this Agreement.
|
6.
|
Liberty Global currently maintains D&O insurance in respect of the appointments as executive or non-executive directors and officers of Liberty Global and its subsidiaries, subject to the terms of such insurance. The Company represents that the Executive is and remains covered by the current directors’ and officers’ liability insurance.
|
7.
|
Subject to the conditions reflected in this Agreement, upon the Termination Date, the Executive will be entitled to compensation in the amount of EUR 3,560,494.00 gross (the ''Severance''), which figure shall be considered to be in full satisfaction of any severance/compensation entitlements under the Social Plan and shall also be considered to inter alia include the statutory severance (transitievergoeding) and a payment in lieu of notice and which shall also be considered to be in full satisfaction of all (other) claims the Executive may have pursuant to the Employment Agreement, to the extent no specific arrangements on such claims have been reflected in this Agreement.
|
8.
|
Subject to the Executive being entitled to the Severance, the net equivalent of the Severance will be paid within four (4) weeks after the Termination Date, to the bank account of the Executive as known by the Company.
|
9.
|
The Executive shall receive regular salary and benefits, unless explicitly stated otherwise in this Agreement but excluding any company credit cards, up to the Termination Date, albeit that any bonus entitlements will be considered substituted by the arrangements included in this Agreement.
|
10.
|
In addition to the Severance, the outstanding balance of vacation days accrued up until the start of the Release Period will be paid out to the Executive at the same time as the Severance. Any vacation days accrued during the Release Period shall be deemed taken on the Termination Date and shall not be paid.
|
11.
|
The Executive acknowledges that there are no oral arrangements regarding employment conditions between the Executive and the Company, which deviate from the employment conditions as laid down in written agreements, signed by both Parties. In the event of contradiction between such other written agreements and this Agreement, the provisions of this Agreement shall prevail.
|
12.
|
The Company shall arrange for a customary final settlement of accounts (wettelijke eindafrekening), within one month after the Termination Date.
|
13.
|
The Executive shall be entitled to bonus over the pending calendar year 2018, as may be earned pursuant to the terms of the bonus plan and using an APR multiplier of x1, payable in March 2019. The Executive’s election under Liberty Global’s 2018 Shareholding
|
14.
|
The Company will at the end of the employment relationship act in accordance with the applicable laws and regulations in respect of the pension provisions.
|
15.
|
The exercise and vesting of any the restricted share units and share appreciation rights granted by Liberty Global to the Executive (collectively, the “awards”) outstanding and vested as of the Termination Date shall be done in accordance with the terms of the applicable incentive plan and agreement evidencing the respective award. In particular, the Parties agree that the retirement provisions, if any, stated in such plan or award agreement shall apply. Furthermore, in consideration of a lump sum payment equal to USD 1,250,000, the Executive agrees that any vested Share Appreciation Rights that are outstanding on the Termination Date must be exercised within one year from the Termination Date.
|
16.
|
The Performance Share Units (“PSU”) granted in both 2016 and 2017 (“Liberty GO PSUs”) will be not be subject to forfeiture. Any Liberty GO PSUs not subject to forfeiture will continue to be governed by the Incentive Plan Documents, including, for the sake of clarity, the Individual Performance criteria and the vesting schedule of such PSUs.
|
17.
|
The PSUs granted in 2018 (“2018 PSUs”) will be subject to a prorated reduction in forfeiture of 75%, meaning 25% of the 2018 PSUs will be forfeit, subject to Compensation Committee’s approval and subject to performance by the management team under the terms of the applicable Plan. Any 2018 PSUs not subject to forfeiture will continue to be governed by the Incentive Plan Documents, including, for the sake of clarity, the Individual Performance criteria and the vesting schedule of such PSUs.
|
18.
|
The RSU Premium issued under the 2018 SHIP will pro rata vest on the Termination Date, provided that until that date, the Executive holds all, and in no way encumbers, transfers or sells any of the bonus shares, as per the 2018 SHIP.
|
19.
|
The Executive agrees that the provisions of the foregoing paragraphs under “Equity” related to the treatment of the Executive’s various awards and PSUs as described herein are in full satisfaction of any and all rights the Executive may have or claim under the applicable incentive plan or agreement evidencing the respective award or PSU.
|
20.
|
The Company contributes to the reasonable costs of the legal fees on the side of the Executive up to a maximum of € 800 (exclusive of VAT). That contribution is not exchangeable for cash. The Executive shall submit the original invoice from the legal services provider (addressed to the Executive) through iBuy before the Termination Date.
|
21.
|
The Company will provide the Executive with outplacement support or training if the Executive so requests. To make such request, the Executive should inform the People department without delay, in any event no later than within five (5) business days following signing of this Agreement. If the Executive opts for outplacement, the Company will make outplacement support available for the duration of maximum six (6) months. The outplacement support must be completed within six (6) months after the Termination Date latest. If the Executive opts for a training course, the Company contributes to these costs up to a maximum amount of € 2,500 (excluding VAT). No later than the Termination Date the training must be approved in writing by the Company’s People department, booked and the invoice from the training vendor should be provided. The Executive shall submit the original invoice from the training provider via iBuy.
|
22.
|
No later than at the start of the Release Period, the Executive shall return to the Company in good condition all items, including written documents and any further copies thereof, and other Company property, such as credit cards, keys, citrix token, public transport-card (if applicable), and computer (albeit with exception of the Company lease-car), which the Executive has obtained or shall obtain from the Company or any of its affiliates.
|
23.
|
The Executive is allowed to continue the use of the Company lease-car, as currently put at Executive’s disposal, up to the Termination Date, under the terms and conditions currently applicable to such use. The Executive shall return the Company lease-car and appurtenances, as well as the mobile phone and sim-card and petrol card all in good (working) condition, at the latest on the last working day before the Termination Date to the Company’s Facilities department. The Company hereby waives the outstanding amount of the own contribution (eigen bijdrage) of the lease contract from the Termination Date until the end of the lease period. The Company will assist in the transfer of the mobile telephone number in the name of the Executive as per the Termination Date.
|
24.
|
The Executive warrants that the balance of the T&E card (if any) will be zero as of the start of the Termination Date. Any balance of/on the T&E card will be included as a deductible in the final settlement of accounts.
|
25.
|
All contractual restrictions/restrictive covenants, including without limitation those included in the Company’s Code of Business Conduct and other applicable policies and procedure, the non-competition restrictions as laid down in article 10 of the Employment Agreement, the non-solicitation restrictions as laid down in article 11 of the Employment Agreement and the confidentiality clause as laid down in article 8 of the Employment Agreement as well as all associated penalty provisions, will remain in full force and effect. In addition, during the continuance of the Employment Agreement or at any time after the Termination Date, the Executive shall behave in a professional manner.
|
26.
|
Both before and after the Termination Date, Parties shall conduct themselves with respect to the other Party within the confines of normal good behavior. The Executive will not, in any way, defame or disparage the Company, its affiliates, including Liberty Global, or the employees, officers or directors thereof, and the Company will not, in any way, defame or disparage the Executive.
|
27.
|
The Executive confirms that he has disclosed to the Company all facts, matters and circumstances that may reasonably be relevant for the Company in view of the Employment Agreement and this Agreement. This statement is made by the Executive as per the date of signing of this Agreement and will be deemed reiterated as per the Termination Date. Accordingly, the Executive has to ensure that the Company is properly informed about all facts, matters and circumstances that may reasonably be relevant for the Company in view of the Employment Agreement and this Agreement.
|
28.
|
The Company will make a best effort to grant the Executive, upon specified written request, reasonable access to documentation of the Company, where such documentation is still available under data retention laws, and where the release of such documentation would not conflict with the rights of others, strictly relating to his duties, as mentioned above or other (earlier) position(s) he held for the Company and/or related group companies, if and when such information is needed to preserve his legal position in cases where he may be heard and or implicated or held liable in files he was involved in or responsible for, and such access is not restricted or prohibited by law and/or no relevant regulator/relevant authority or competent court of law objects to or prohibits such access. The Executive agrees to cooperate fully with and to make himself available to the Company and its affiliates concerning any business or legal matter about which he has knowledge during his employment to the extent needed to preserve the Company’s or any of its affiliate’s legal position in cases and such cooperation is not restricted or prohibited by law and/or no relevant regulatory/relevant authority or competent court of law objects to or prohibits such access.
|
29.
|
The Company will make available Mr. Fries to act as reference, in case of request to do so by the Executive.
|
30.
|
In case of the Executive’s death before the Termination Date, the legal heirs of the Executive shall be entitled to all the payments and benefits including but not limited to the Severance payment and the rights to equity as provided in this Agreement. Any cash payment in this regard shall be paid within one month after the death of the Executive in the bank account of the Executive known to the Company.
|
31.
|
The Parties acknowledge and agree that due to the Executive’s position with Liberty Global, this Agreement will be filed by Liberty Global with the U.S. Securities and Exchange Commission (“SEC”) and summaries of the terms and conditions of this Agreement will be disclosed by Liberty Global in its filings with the SEC, all as required by the rules and regulations of the SEC.
|
32.
|
Parties confirm that they have discussed and addressed all matters and circumstances that are relevant to the termination of the Employment Agreement through this Agreement. Provided that the provisions of this Agreement will have been fulfilled, the Parties hereby in advance grant each other full and final discharge in respect of, and explicitly waive, any and all (further) claims, demands, causes of action, rights and/or entitlements they (may) have pursuant to the Employment Agreement and/or the termination thereof, including any claims, demands, causes of action, rights and/or entitlements the Executive has or may have against the Company’s executives/directors and/or against (executives/directors of) affiliates of the Company, albeit with the exception of any claims the Company may have (a) in respect of damage to the Company equipment and/or the Company lease-car and (b) in respect of any breach by the Executive of any restrictive covenants that will remain in force.
|
33.
|
By signing this Agreement, the Executive expressly declares that (a) the Executive has been given time and opportunity to duly review and consider this Agreement and its terms, and to obtain expert advice, (b) the Executive has a good and thorough understanding of the substance and consequences of the Agreement, and (c) the Executive agrees to the substance and consequences of the Agreement. The Executive further confirms that he has not concealed any facts and/or circumstances that could reasonably be considered to be important for the Company in view of this Agreement.
|
34.
|
Pursuant to article 7:670b Dutch Civil Code, the Executive is entitled to rescind this Agreement, without stating any reason, by means of a written statement addressed to Liberty Global’s Chief People Officer at ablair@libertyglobal.com with a copy to Liberty Global’s General Counsel at bhall@libertyglobal.com, within 14 days calculated as from
|
35.
|
In the event that a court deems any provision of this Agreement to be null and void or otherwise non-binding, the other provisions of this Agreement shall remain in full force and effect, and the Parties will renegotiate the provision that has been found non-binding with a view to match the terms of this Agreement.
|
36.
|
This Agreement is to be considered a settlement agreement pursuant to articles 7:900 and subsequent of the Dutch Civil Code.
|
37.
|
This Agreement is exclusively governed by Dutch law, with the exception of the provisions relating to Equity, which shall be considered governed by the laws of the State of Colorado (USA) or the laws of England and Wales as the case may be.
|
Name
|
Country
|
Liberty Global Services GmbH
|
Austria
|
Coditel Brabant SPRL
|
Belgium
|
Nextel NV
|
Belgium
|
Nextel Telecom Solutions NV
|
Belgium
|
TelelinQ NV
|
Belgium
|
TelelinQ D&F NV
|
Belgium
|
Telenet BVBA
|
Belgium
|
Telenet Finance BVBA
|
Belgium
|
Telenet Group NV/SA
|
Belgium
|
Telenet Group Holding N.V.
|
Belgium
|
Telenet Retail BVBA
|
Belgium
|
Telenet Tecteo Bidco NV
|
Belgium
|
Telenet Vlaanderen NV
|
Belgium
|
The Park Entertainment NV
|
Belgium
|
UPC Ceska Republica Sro
|
Czech Republic
|
UPC Infrastructure s.r.o.
|
Czech Republic
|
UPC Real Estate s.r.o.
|
Czech Republic
|
UPC Broadband France S.A.S.
|
France
|
UPC Broadband France SNC
|
France
|
Arena Sport Rechte und Marketing GmbH
|
Germany
|
Unitymedia BW GmbH
|
Germany
|
Unitymedia Finanz-Service GmbH
|
Germany
|
Unitymedia GmbH
|
Germany
|
Unitymedia Hessen GmbH & Co. KG
|
Germany
|
Unitymedia Hessen Verwaltungs GmbH
|
Germany
|
Unitymedia Management GmbH
|
Germany
|
Unitymedia NRW GmbH
|
Germany
|
Unitymedia Service GmbH
|
Germany
|
Unitymedia Smart Sourcing GmbH
|
Germany
|
UPC Magyarorszag Kft
|
Hungary
|
Casey Cablevision Limited
|
Ireland
|
Channel 6 Broadcasting Limited
|
Ireland
|
Cullen Broadcasting Limited
|
Ireland
|
Imminus (Ireland) Limited
|
Ireland
|
Kish Media Limited
|
Ireland
|
LGI DTH Ireland
|
Ireland
|
P.B.N. Holdings Ltd
|
Ireland
|
Tullamore Beta Limited
|
Ireland
|
TV3 Television Network Limited
|
Ireland
|
TVThree Enterprises Limited
|
Ireland
|
Name
|
Country
|
TVThree Sales Limited
|
Ireland
|
Ulana Business Management Ltd
|
Ireland
|
UPC Broadband Ireland Ltd
|
Ireland
|
Virgin Media Ireland Ltd
|
Ireland
|
Coditel S.ár.l.
|
Luxembourg
|
Finance Center Telenet Sàrl
|
Luxembourg
|
Liberty Property Holdco I Sarl
|
Luxembourg
|
Liberty Property Holdco II Sarl
|
Luxembourg
|
Telenet Finance Luxembourg Notes Sàrl
|
Luxembourg
|
Telenet International Finance Sàrl
|
Luxembourg
|
Telenet Luxembourg Finance Center Sàrl
|
Luxembourg
|
Telenet Solutions Luxemburg NV
|
Luxembourg
|
UPC DTH Leasing Sàrl
|
Luxembourg
|
UPC DTH Sàrl
|
Luxembourg
|
UPC DTH Slovakia Sàrl
|
Luxembourg
|
Liberty Global Holding Company Limited
|
Malta
|
Liberty Global Insurance Company Limited
|
Malta
|
Binan Investments B.V.
|
Netherlands
|
Labesa Holding B.V.
|
Netherlands
|
LGCI Holdco I BV
|
Netherlands
|
LGI Mobile BV
|
Netherlands
|
LGI Ventures B.V.
|
Netherlands
|
Liberty Global B.V.
|
Netherlands
|
Liberty Global CE Holding B.V.
|
Netherlands
|
Liberty Global CEE Group Holding BV
|
Netherlands
|
Liberty Global Communication Services BV
|
Netherlands
|
Liberty Global Content Investments BV
|
Netherlands
|
Liberty Global Europe Financing B.V.
|
Netherlands
|
Liberty Global Europe HoldCo 2 B.V.
|
Netherlands
|
Liberty Global Europe Holding B.V.
|
Netherlands
|
Liberty Global Europe Holding II B.V.
|
Netherlands
|
Liberty Global Europe Holding III B.V.
|
Netherlands
|
Liberty Global Europe Investments B.V.
|
Netherlands
|
Liberty Global Europe Management B.V.
|
Netherlands
|
Liberty Global Holding B.V.
|
Netherlands
|
Liberty Global Management BV
|
Netherlands
|
Liberty Global Services B.V.
|
Netherlands
|
Liberty Global Ventures Group Holding BV
|
Netherlands
|
Liberty Global Ventures Holding BV
|
Netherlands
|
UPC Broadband B.V.
|
Netherlands
|
UPC Broadband Holding B.V.
|
Netherlands
|
UPC CEE Holding BV
|
Netherlands
|
UPC CHAT Holding B.V.
|
Netherlands
|
UPC Direct Programming II B.V.
|
Netherlands
|
UPC DTH Holding BV
|
Netherlands
|
UPC France Holding B.V.
|
Netherlands
|
Name
|
Country
|
UPC Germany Holding B.V.
|
Netherlands
|
UPC Holding B.V.
|
Netherlands
|
UPC Holding II B.V.
|
Netherlands
|
UPC Poland Holding B.V.
|
Netherlands
|
UPC Slovakia Group Holding BV
|
Netherlands
|
UPC Slovakia Holding I BV
|
Netherlands
|
UPC Slovakia Holding II BV
|
Netherlands
|
UPC Switzerland Holding BV
|
Netherlands
|
UPC Poland Property SP zoo
|
Poland
|
UPC Polska Sp. z o.o
|
Poland
|
Focus Sat Romania S.A.
|
Romania
|
UPC External Services S.R.L.
|
Romania
|
UPC Romania S.A.
|
Romania
|
UPC Services S.R.L.
|
Romania
|
UPC Broadband Slovakia sro
|
Slovak Republic
|
Sitel SA
|
Switzerland
|
Teledistal SA
|
Switzerland
|
Telelavaux SA
|
Switzerland
|
UPC Schweiz GmbH
|
Switzerland
|
Video 2000 SA
|
Switzerland
|
Avon Cable Investments Limited
|
UK-England & Wales
|
BCMV Limited
|
UK-England & Wales
|
Birmingham Cable Corporation Limited
|
UK-England & Wales
|
Birmingham Cable Limited
|
UK-England & Wales
|
Bitbuzz UK Limited
|
UK-England & Wales
|
Blue Yonder Workwise Limited
|
UK-England & Wales
|
Cable Internet Limited
|
UK-England & Wales
|
Cable London Limited
|
UK-England & Wales
|
Cable on Demand Limited
|
UK-England & Wales
|
CableTel Herts and Beds Limited
|
UK-England & Wales
|
CableTel Surrey and Hampshire Limited
|
UK-England & Wales
|
CableTel West Riding Limited
|
UK-England & Wales
|
Catalyst NewCo 1 Limited
|
UK-England & Wales
|
Catalyst NewCo 3 Limited
|
UK-England & Wales
|
Crystal Palace Radio Limited
|
UK-England & Wales
|
Diamond Cable Communications Limited
|
UK-England & Wales
|
Eurobell (Holdings) Limited
|
UK-England & Wales
|
Filegale Limited
|
UK-England & Wales
|
Flextech (1992) Limited
|
UK-England & Wales
|
Flextech Broadband Limited
|
UK-England & Wales
|
Flextech Interactive Limited
|
UK-England & Wales
|
Flextech Limited
|
UK-England & Wales
|
General Cable Limited
|
UK-England & Wales
|
General Cable Programming Limited
|
UK-England & Wales
|
Global Handset Finco Ltd
|
UK-England & Wales
|
LGCI HoldCo III Ltd
|
UK-England & Wales
|
Name
|
Country
|
LGCI Holdings Limited
|
UK-England & Wales
|
Liberty Global Broadband Germany Holding II Limited
|
UK-England & Wales
|
Liberty Global Broadband Germany Holding Limited
|
UK-England & Wales
|
Liberty Global Broadband Holding Limited
|
UK-England & Wales
|
Liberty Global Broadband I Limited
|
UK-England & Wales
|
Liberty Global Broadband II Limited
|
UK-England & Wales
|
Liberty Global Content Investments Holding Limited
|
UK-England & Wales
|
Liberty Global Content Investments Limited
|
UK-England & Wales
|
Liberty Global Europe 2 Limited
|
UK-England & Wales
|
Liberty Global Europe Limited
|
UK-England & Wales
|
Liberty Global Finance I (UK) Limited
|
UK-England & Wales
|
Liberty Global Finance II (UK) Limited
|
UK-England & Wales
|
Liberty Global Incorporated Limited
|
UK-England & Wales
|
Liberty Global Technology Limited
|
UK-England & Wales
|
Liberty Global Ventures Group Limited
|
UK-England & Wales
|
Liberty Global Ventures Holding Limited
|
UK-England & Wales
|
Liberty Property Co I Limited
|
UK-England & Wales
|
Liberty Property Co II Limited
|
UK-England & Wales
|
Liberty Property Holdco III Limited
|
UK-England & Wales
|
Matchco Limited
|
UK-England & Wales
|
ntl (Aylesbury and Chiltern) Limited
|
UK-England & Wales
|
ntl (B) Limited
|
UK-England & Wales
|
ntl (BMC Plan) Pension Trustees Limited
|
UK-England & Wales
|
ntl (Broadland) Limited
|
UK-England & Wales
|
ntl (CWC) Corporation Limited
|
UK-England & Wales
|
ntl (CWC) Limited
|
UK-England & Wales
|
ntl (South East) Limited
|
UK-England & Wales
|
ntl (V)
|
UK-England & Wales
|
ntl Business Limited
|
UK-England & Wales
|
ntl CableComms Bolton
|
UK-England & Wales
|
ntl CableComms Bromley
|
UK-England & Wales
|
ntl CableComms Cheshire
|
UK-England & Wales
|
ntl CableComms Derby
|
UK-England & Wales
|
ntl CableComms East Lancashire
|
UK-England & Wales
|
ntl CableComms Greater Manchester
|
UK-England & Wales
|
ntl CableComms Group Limited
|
UK-England & Wales
|
ntl CableComms Holdings No 1 Limited
|
UK-England & Wales
|
ntl CableComms Holdings No 2 Limited
|
UK-England & Wales
|
ntl CableComms Solent
|
UK-England & Wales
|
ntl CableComms Surrey
|
UK-England & Wales
|
ntl CableComms Sussex
|
UK-England & Wales
|
ntl CableComms Wessex
|
UK-England & Wales
|
ntl CableComms Wirral
|
UK-England & Wales
|
ntl Cambridge Limited
|
UK-England & Wales
|
ntl Communications Services Limited
|
UK-England & Wales
|
ntl Glasgow Holdings Limited
|
UK-England & Wales
|
Name
|
Country
|
ntl Kirklees
|
UK-England & Wales
|
ntl Kirklees Holdings Limited
|
UK-England & Wales
|
ntl Manchester Cablevision Holding Company
|
UK-England & Wales
|
ntl Midlands Limited
|
UK-England & Wales
|
ntl National Networks Limited
|
UK-England & Wales
|
ntl Pension Trustees Limited
|
UK-England & Wales
|
NTL Pension Trustees II Limited
|
UK-England & Wales
|
ntl Rectangle Limited
|
UK-England & Wales
|
ntl South Central Limited
|
UK-England & Wales
|
ntl Telecom Services Limited
|
UK-England & Wales
|
ntl Trustees Limited
|
UK-England & Wales
|
ntl UK Telephone and Cable TV Holding Company Limited
|
UK-England & Wales
|
ntl Victoria Limited
|
UK-England & Wales
|
ntl Wirral Telephone and Cable TV Company
|
UK-England & Wales
|
Sheffield Cable Communications Limited
|
UK-England & Wales
|
Smallworld Cable Limited
|
UK-England & Wales
|
Smashedatom Limited
|
UK-England & Wales
|
Telewest Communications (Cotswolds) Limited
|
UK-England & Wales
|
Telewest Communications (London South) Limited
|
UK-England & Wales
|
Telewest Communications (Midlands and North West) Limited
|
UK-England & Wales
|
Telewest Communications (North East) Limited
|
UK-England & Wales
|
Telewest Communications (North East) Partnership
|
UK-England & Wales
|
Telewest Communications (South East) Limited
|
UK-England & Wales
|
Telewest Communications (South Thames Estuary) Limited
|
UK-England & Wales
|
Telewest Communications (South West) Limited
|
UK-England & Wales
|
Telewest Communications (Tyneside) Limited
|
UK-England & Wales
|
Telewest Communications Cable Limited
|
UK-England & Wales
|
Telewest Communications Holdco Limited
|
UK-England & Wales
|
Telewest Communications Holdings Limited
|
UK-England & Wales
|
Telewest Communications Networks Limited
|
UK-England & Wales
|
Telewest Limited
|
UK-England & Wales
|
Telewest Workwise Limited
|
UK-England & Wales
|
The Yorkshire Cable Group Limited
|
UK-England & Wales
|
Theseus No. 1 Limited
|
UK-England & Wales
|
Theseus No. 2 Limited
|
UK-England & Wales
|
Virgin Media Business Limited
|
UK-England & Wales
|
Virgin Media Communications Limited
|
UK-England & Wales
|
Virgin Media Employee Medical Trust Limited
|
UK-England & Wales
|
Virgin Media Finance plc
|
UK-England & Wales
|
Virgin Media Finco Limited
|
UK-England & Wales
|
Virgin Media Investment Holdings Limited
|
UK-England & Wales
|
Virgin Media Investments Limited
|
UK-England & Wales
|
Virgin Media Limited
|
UK-England & Wales
|
Virgin Media Mobile Finance Limited
|
UK-England & Wales
|
Virgin Media Operations Limited
|
UK-England & Wales
|
Virgin Media Payments Limited
|
UK-England & Wales
|
Name
|
Country
|
Virgin Media PCHC II Limited
|
UK-England & Wales
|
Virgin Media PCHC Limited
|
UK-England & Wales
|
Virgin Media Secretaries Limited
|
UK-England & Wales
|
Virgin Media Secured Finance plc
|
UK-England & Wales
|
Virgin Media Senior Investments Limited
|
UK-England & Wales
|
Virgin Media Senior Secured Notes Issuer plc
|
UK-England & Wales
|
Virgin Media SFA Finance Limited
|
UK-England & Wales
|
Virgin Media Wholesale Limited
|
UK-England & Wales
|
Virgin Mobile Group (UK) Limited
|
UK-England & Wales
|
Virgin Mobile Holdings (UK) Limited
|
UK-England & Wales
|
Virgin Mobile Telecoms Limited
|
UK-England & Wales
|
Virgin Net Limited
|
UK-England & Wales
|
Virgin WiFi Limited
|
UK-England & Wales
|
VM Ireland Group Limited
|
UK-England & Wales
|
VM Transfers (No 4) Limited
|
UK-England & Wales
|
VM Transfers (No 5) Limited
|
UK-England & Wales
|
VMFH Limited
|
UK-England & Wales
|
VMIH Sub Limited
|
UK-England & Wales
|
VMWH Limited
|
UK-England & Wales
|
Windsor Television Limited
|
UK-England & Wales
|
X-TANT Limited
|
UK-England & Wales
|
Yorkshire Cable Communications Limited
|
UK-England & Wales
|
CableTel Northern Ireland Limited
|
UK-Northern Ireland
|
CableTel Scotland Limited
|
UK-Scotland
|
ntl Glasgow
|
UK-Scotland
|
Telewest Communications (Cumbernauld) Limited
|
UK-Scotland
|
Telewest Communications (Dumbarton) Limited
|
UK-Scotland
|
Telewest Communications (Dundee & Perth) Limited
|
UK-Scotland
|
Telewest Communications (Falkirk) Limited
|
UK-Scotland
|
Telewest Communications (Glenrothes) Limited
|
UK-Scotland
|
Telewest Communications (Motherwell) Limited
|
UK-Scotland
|
Telewest Communications (Scotland Holdings) Limited
|
UK-Scotland
|
Telewest Communications (Scotland) Limited
|
UK-Scotland
|
LGI Technology Holdings Inc.
|
USA-Colorado
|
Liberty Global Management, LLC
|
USA-Colorado
|
Liberty Global Services, LLC
|
USA-Colorado
|
TCI US West Cable Communications Group
|
USA-Colorado
|
Tyneside Cable Limited Partnership
|
USA-Colorado
|
UIM Aircraft, LLC
|
USA-Colorado
|
United Cable (London South) Limited Partnership
|
USA-Colorado
|
Virgin Media Finance Holdings Inc.
|
USA-Colorado
|
Virgin Media Group LLC
|
USA-Colorado
|
Virgin Media Inc.
|
USA-Colorado
|
Associated SMR, Inc.
|
USA-Delaware
|
LGI International LLC
|
USA-Delaware
|
LGI Slovakia Holdings Inc.
|
USA-Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Liberty Global plc;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and
|
d)
|
Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Michael T. Fries
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Michael T. Fries
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President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Liberty Global plc;
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and
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d)
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Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
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a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Charles H.R. Bracken
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Charles H.R. Bracken
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Executive Vice President and Chief Financial Officer
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|
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Dated:
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February 27, 2019
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/s/ Michael T. Fries
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|
|
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Michael T. Fries
|
|
|
|
President and Chief Executive Officer
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|
|
|
|
|
|
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Dated:
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February 27, 2019
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/s/ Charles H.R. Bracken
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|
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Charles H.R. Bracken
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Executive Vice President and Chief Financial Officer
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