|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended December 31, 2018
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
England and Wales
|
|
98-1112770
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
Griffin House, 161 Hammersmith Rd, London, United Kingdom
|
|
W6 8BS
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Liberty Global Class A Ordinary Shares, nominal value $0.01 per share
|
|
Nasdaq Global Select Market
|
Liberty Global Class B Ordinary Shares, nominal value $0.01 per share
|
|
Nasdaq Global Select Market
|
Liberty Global Class C Ordinary Shares, nominal value $0.01 per share
|
|
Nasdaq Global Select Market
|
Large Accelerated Filer
þ
|
Accelerated Filer
¨
|
Non-Accelerated Filer
¨
|
Smaller Reporting Company
¨
|
Emerging Growth Company
¨
|
|
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
|
|
Separate Financial Statements of Subsidiaries Not Consolidated and 50 Percent of Less Owned Persons:
|
|
VodafoneZiggo Group Holding B.V.:
|
|
Independent Auditors' Report
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Owners' Equity for the Years Ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
|
|
Notes to Consolidated Financial Statements
|
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
|
|
|
4.37
|
|
|
4.38
|
|
|
4.39
|
|
|
4.40
|
|
|
|
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
|
|
10 -- Material Contracts:
|
||
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
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
|
|
|
|
|
LIBERTY GLOBAL PLC
|
|
|
|
|
Dated:
|
March 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
|
|
March 27, 2019
|
John C. Malone
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL T. FRIES
|
|
President, Chief Executive Officer and Director
|
|
March 27, 2019
|
Michael T. Fries
|
|
|
|
|
|
|
|
|
|
/s/ ANDREW J. COLE
|
|
Director
|
|
March 27, 2019
|
Andrew J. Cole
|
|
|
|
|
|
|
|
|
|
/s/ MIRANDA CURTIS
|
|
Director
|
|
March 27, 2019
|
Miranda Curtis
|
|
|
|
|
|
|
|
|
|
/s/ JOHN W. DICK
|
|
Director
|
|
March 27, 2019
|
John W. Dick
|
|
|
|
|
|
|
|
|
|
/s/ PAUL A. GOULD
|
|
Director
|
|
March 27, 2019
|
Paul A. Gould
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD R. GREEN
|
|
Director
|
|
March 27, 2019
|
Richard R. Green
|
|
|
|
|
|
|
|
|
|
/s/ DAVID E. RAPLEY
|
|
Director
|
|
March 27, 2019
|
David E. Rapley
|
|
|
|
|
|
|
|
|
|
/s/ LARRY E. ROMRELL
|
|
Director
|
|
March 27, 2019
|
Larry E. Romrell
|
|
|
|
|
|
|
|
|
|
/s/ J.C. SPARKMAN
|
|
Director
|
|
March 27, 2019
|
J.C. Sparkman
|
|
|
|
|
|
|
|
|
|
/s/ J. DAVID WARGO
|
|
Director
|
|
March 27, 2019
|
J. David Wargo
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES H.R. BRACKEN
|
|
Executive Vice President and Chief Financial Officer
|
|
March 27, 2019
|
Charles H.R. Bracken
|
|
|
|
|
|
|
|
|
|
/s/ JASON WALDRON
|
|
Senior Vice President and Chief Accounting Officer
|
|
March 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
|
|
|
Successor
|
||||||
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
€
|
239.4
|
|
|
€
|
274.5
|
|
Trade receivables, net
|
206.2
|
|
|
226.2
|
|
||
Related-party receivables (note 11)
|
18.1
|
|
|
20.6
|
|
||
Prepaid expenses
|
46.4
|
|
|
59.0
|
|
||
Inventory held for sale, net
|
37.5
|
|
|
25.7
|
|
||
Derivative instruments (note 6)
|
74.5
|
|
|
45.9
|
|
||
Contract assets (notes 2 and 3)
|
169.8
|
|
|
—
|
|
||
Other current assets, net (note 4)
|
93.3
|
|
|
33.0
|
|
||
Total current assets
|
885.2
|
|
|
684.9
|
|
||
Property and equipment, net (note 8)
|
5,320.9
|
|
|
5,431.7
|
|
||
Goodwill (note 8)
|
7,375.5
|
|
|
7,375.5
|
|
||
Intangible assets subject to amortization, net (note 8)
|
6,554.1
|
|
|
7,171.5
|
|
||
Long-term contract assets (notes 2 and 3)
|
55.0
|
|
|
—
|
|
||
Other assets, net (notes 4 and 6)
|
116.8
|
|
|
49.5
|
|
||
Total assets
|
€
|
20,307.5
|
|
|
€
|
20,713.1
|
|
|
Successor
|
||||||
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
LIABILITIES AND OWNERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable (note 11)
|
€
|
395.4
|
|
|
€
|
370.8
|
|
Accrued and other current liabilities:
|
|
|
|
||||
Third-party (note 12)
|
313.0
|
|
|
325.0
|
|
||
Related-party (note 11)
|
2.4
|
|
|
11.5
|
|
||
Deferred revenue and advance payments from subscribers and others (notes 2 and 4)
|
203.6
|
|
|
192.2
|
|
||
VAT payable
|
107.8
|
|
|
122.1
|
|
||
Derivative instruments (note 6)
|
71.9
|
|
|
65.4
|
|
||
Accrued interest (note 9)
|
155.9
|
|
|
151.0
|
|
||
Current portion of debt and capital lease obligations (note 9):
|
|
|
|
||||
Third-party
|
1,005.7
|
|
|
750.4
|
|
||
Related-party (note 11)
|
200.2
|
|
|
200.8
|
|
||
Total current liabilities
|
2,455.9
|
|
|
2,189.2
|
|
||
Long-term debt and capital lease obligations (note 9):
|
|
|
|
||||
Third-party
|
9,946.2
|
|
|
9,718.4
|
|
||
Related-party (note 11)
|
1,400.0
|
|
|
1,600.2
|
|
||
Deferred tax liabilities (note 10)
|
1,070.2
|
|
|
1,385.4
|
|
||
Other long-term liabilities (notes 2, 4, 6 and 12)
|
465.1
|
|
|
697.3
|
|
||
Total liabilities
|
15,337.4
|
|
|
15,590.5
|
|
||
|
|
|
|
||||
Commitments and contingencies (notes 6, 11 and 13)
|
|
|
|
||||
|
|
|
|
||||
Total owners’ equity (notes 2 and 3)
|
4,970.1
|
|
|
5,122.6
|
|
||
Total liabilities and owners’ equity
|
€
|
20,307.5
|
|
|
€
|
20,713.1
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year ended
|
|
|
Year ended
|
||||||||
|
December 31,
|
|
|
December 31,
|
||||||||
|
2018
|
|
2017
|
|
|
2016
|
||||||
|
in millions
|
|
|
in millions
|
||||||||
Revenue (notes 2, 3, 11 and 14)
|
€
|
3,895.4
|
|
|
€
|
3,995.3
|
|
|
|
€
|
2,430.6
|
|
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
|
|
|
|
|
|
|
||||||
Programming and other direct costs of services (note 11)
|
858.4
|
|
|
874.4
|
|
|
|
458.7
|
|
|||
Other operating (note 11)
|
467.4
|
|
|
478.1
|
|
|
|
313.4
|
|
|||
Selling, general and administrative (
SG&A
) (notes 2, 3 and 11)
|
643.6
|
|
|
712.9
|
|
|
|
341.4
|
|
|||
Charges for JV Services (note 11)
|
227.7
|
|
|
243.6
|
|
|
|
—
|
|
|||
Related-party fees and allocations (note 11)
|
—
|
|
|
—
|
|
|
|
233.1
|
|
|||
Depreciation and amortization
|
1,552.0
|
|
|
1,486.1
|
|
|
|
917.4
|
|
|||
Impairment, restructuring and other operating items, net (note 12)
|
35.7
|
|
|
7.6
|
|
|
|
26.8
|
|
|||
|
3,784.8
|
|
|
3,802.7
|
|
|
|
2,290.8
|
|
|||
Operating income
|
110.6
|
|
|
192.6
|
|
|
|
139.8
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
||||||
Third-party
|
(473.1
|
)
|
|
(463.0
|
)
|
|
|
(363.1
|
)
|
|||
Related-party (note 11)
|
(101.0
|
)
|
|
(112.6
|
)
|
|
|
(163.8
|
)
|
|||
Realized and unrealized gains (losses) on derivative instruments, net (note 6)
|
295.8
|
|
|
(637.0
|
)
|
|
|
(134.2
|
)
|
|||
Foreign currency transaction gains (losses), net
|
(232.5
|
)
|
|
666.8
|
|
|
|
(78.1
|
)
|
|||
Gains (losses) on debt modification and extinguishment, net
|
—
|
|
|
15.2
|
|
|
|
(14.3
|
)
|
|||
Other income (expense), net
|
4.3
|
|
|
16.5
|
|
|
|
(13.9
|
)
|
|||
|
(506.5
|
)
|
|
(514.1
|
)
|
|
|
(767.4
|
)
|
|||
Loss
before income taxes
|
(395.9
|
)
|
|
(321.5
|
)
|
|
|
(627.6
|
)
|
|||
Deferred tax benefit
(notes 2, 3 and 10)
|
318.4
|
|
|
91.7
|
|
|
|
183.0
|
|
|||
Net loss
|
€
|
(77.5
|
)
|
|
€
|
(229.8
|
)
|
|
|
€
|
(444.6
|
)
|
|
Total owners’ equity
|
||
|
in millions
|
||
Predecessor:
|
|
||
Balance at December 31, 2015
|
€
|
1,407.1
|
|
Net loss
|
(444.6
|
)
|
|
Conversion of related-party note to equity
|
2,449.5
|
|
|
Techtix termination fee, net of tax
|
(543.0
|
)
|
|
Conversion of obligation arising from Techtix termination fee to equity
|
724.0
|
|
|
Contribution of VAT paid by Liberty Global on behalf of Old Ziggo
|
152.0
|
|
|
Distribution of net operating losses to Liberty Global Europe
|
(42.5
|
)
|
|
Share-based compensation
|
8.8
|
|
|
Capital charge in connection with the exercise of share-based incentive awards
|
(3.9
|
)
|
|
Excess consideration received over the carrying value of property and equipment transferred to entities under common control
|
(1.0
|
)
|
|
Other
|
4.0
|
|
|
Balance at December 31, 2016 prior to closing of the JV Transaction
|
€
|
3,710.4
|
|
|
|
||
|
|
||
Successor:
|
|
||
Balance at December 31, 2016 after closing of the JV Transaction
|
€
|
5,939.1
|
|
Net loss
|
(229.8
|
)
|
|
Distributions to Shareholders (note 11)
|
(592.0
|
)
|
|
Share-based compensation (note 11)
|
5.3
|
|
|
Balance at December 31, 2017
|
5,122.6
|
|
|
Accounting change (note 2)
|
321.0
|
|
|
Balance at January 1, 2018
|
5,443.6
|
|
|
Net loss
|
(77.5
|
)
|
|
Distributions to Shareholders (note 11)
|
(400.0
|
)
|
|
Share-based compensation (note 11)
|
2.8
|
|
|
Other
|
1.2
|
|
|
Balance at December 31, 2018
|
€
|
4,970.1
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year ended
|
|
|
Year ended
|
||||||||
|
December 31,
|
|
|
December 31,
|
||||||||
|
2018
|
|
2017
|
|
|
2016
|
||||||
|
in millions
|
|
|
in millions
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
€
|
(77.5
|
)
|
|
€
|
(229.8
|
)
|
|
|
€
|
(444.6
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Share-based compensation expense
|
2.8
|
|
|
5.3
|
|
|
|
8.8
|
|
|||
Related-party fees and allocations
|
—
|
|
|
—
|
|
|
|
233.1
|
|
|||
Depreciation and amortization
|
1,552.0
|
|
|
1,486.1
|
|
|
|
917.4
|
|
|||
Impairment, restructuring and other operating items, net
|
35.7
|
|
|
7.6
|
|
|
|
26.8
|
|
|||
Related-party interest expense
|
—
|
|
|
—
|
|
|
|
163.8
|
|
|||
Amortization of debt premiums, deferred financing costs and other non-cash interest
|
(11.5
|
)
|
|
(11.4
|
)
|
|
|
2.9
|
|
|||
Realized and unrealized losses (gains) on derivative instruments, net
|
(295.8
|
)
|
|
637.0
|
|
|
|
134.2
|
|
|||
Foreign currency transaction losses (gains), net
|
232.5
|
|
|
(666.8
|
)
|
|
|
78.1
|
|
|||
Losses (gains) on debt modification and extinguishment of debt, net
|
—
|
|
|
(15.2
|
)
|
|
|
14.3
|
|
|||
Deferred tax benefit
|
(318.4
|
)
|
|
(91.7
|
)
|
|
|
(183.0
|
)
|
|||
Changes in operating assets and liabilities
|
23.4
|
|
|
110.0
|
|
|
|
(46.6
|
)
|
|||
Net cash provided by operating activities
|
1,143.2
|
|
|
1,231.1
|
|
|
|
905.2
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
(213.5
|
)
|
|
(495.2
|
)
|
|
|
(343.9
|
)
|
|||
Net advances to related parties
|
—
|
|
|
—
|
|
|
|
(51.4
|
)
|
|||
Other investing activities, net
|
11.5
|
|
|
4.6
|
|
|
|
0.6
|
|
|||
Net cash used by investing activities
|
€
|
(202.0
|
)
|
|
€
|
(490.6
|
)
|
|
|
€
|
(394.7
|
)
|
•
|
When we enter into contracts to provide services to our customers, we often provide time-limited discounts or free service periods. Under previous accounting standards, 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 is accelerated for these contracts, as the impact of the discount or free service period is recognized uniformly over the total contractual period.
|
•
|
When we enter into contracts to provide services to our customers, we often charge installation or other upfront fees. Under previous accounting standards, 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.
|
•
|
Previously, we offered handsets under a subsidized contract model, whereby upfront revenue recognition was limited to the upfront cash collected from the customer, as the remaining monthly fees to be received from the customer, including fees that may be associated with the handset, were contingent upon delivering future airtime. This limitation no longer applies under ASU 2014-09. The primary impact of this change is an increase in revenue allocated to handsets, which is recognized as non-service revenue when control of the device passes to the customer, and a decrease in service revenue.
|
•
|
ASU 2014-09 also impacts our accounting for certain upfront costs directly associated with obtaining and fulfilling customer contracts. Previously, these costs were expensed as incurred unless the costs were in the scope of another accounting topic that allowed for capitalization. Under ASU 2014-09, certain upfront costs associated with contracts that have substantive termination penalties and a term of one year or more are recognized as assets and amortized to other operating expenses over the applicable period benefited.
|
|
Balance at December 31, 2017
|
|
ASU 2014-09 Adjustments
(a)
|
|
Balance at January 1, 2018
|
|||||
|
in millions
|
|||||||||
Assets:
|
|
|
|
|
|
|||||
Contract assets
|
€
|
—
|
|
|
176.8
|
|
|
€
|
176.8
|
|
Other current assets, net
|
€
|
33.0
|
|
|
65.5
|
|
|
€
|
98.5
|
|
Long-term contract assets
|
€
|
—
|
|
|
75.1
|
|
|
€
|
75.1
|
|
Other assets, net
|
€
|
49.5
|
|
|
20.2
|
|
|
€
|
69.7
|
|
|
|
|
|
|
|
|||||
Liabilities:
|
|
|
|
|
|
|||||
Deferred revenue and advance payments from subscribers and others
|
€
|
192.2
|
|
|
13.7
|
|
|
€
|
205.9
|
|
Deferred income taxes
|
€
|
1,385.4
|
|
|
3.1
|
|
|
€
|
1,388.5
|
|
Other long-term liabilities
|
€
|
697.3
|
|
|
(0.2
|
)
|
|
€
|
697.1
|
|
|
|
|
|
|
|
|||||
Owners’ equity
|
€
|
5,122.6
|
|
|
321.0
|
|
|
€
|
5,443.6
|
|
(a)
|
Amounts represent the cumulative effect of the adoption of ASU 2014-09 on our January 1, 2018 balance sheet.
|
|
Year ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Charges from Liberty Global:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (a)
|
€
|
71.6
|
|
|
€
|
56.8
|
|
|
€
|
48.1
|
|
|
€
|
47.8
|
|
|
€
|
—
|
|
|
€
|
—
|
|
Capital (b)
|
20.7
|
|
|
17.3
|
|
|
14.4
|
|
|
14.4
|
|
|
—
|
|
|
—
|
|
||||||
Total Liberty Global corporate recharges
|
€
|
92.3
|
|
|
€
|
74.1
|
|
|
€
|
62.5
|
|
|
€
|
62.2
|
|
|
€
|
—
|
|
|
€
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Vodafone:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating, net (a)
|
€
|
34.0
|
|
|
€
|
31.5
|
|
|
€
|
14.6
|
|
|
€
|
14.5
|
|
|
€
|
—
|
|
|
€
|
—
|
|
Capital (b)
|
10.2
|
|
|
8.5
|
|
|
4.3
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
||||||
Brand fees (c)
|
30.0
|
|
|
30.0
|
|
|
30.0
|
|
|
30.0
|
|
|
30.0
|
|
|
60.0
|
|
||||||
Other non-operating
|
3.5
|
|
|
3.1
|
|
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||||
Total Vodafone corporate recharges
|
€
|
77.7
|
|
|
€
|
73.1
|
|
|
€
|
49.3
|
|
|
€
|
49.1
|
|
|
€
|
30.0
|
|
|
€
|
60.0
|
|
Total (d)
|
€
|
170.0
|
|
|
€
|
147.2
|
|
|
€
|
111.8
|
|
|
€
|
111.3
|
|
|
€
|
30.0
|
|
|
€
|
60.0
|
|
(a)
|
Represents amounts charged for technology and other services. These charges are included in the calculation of Covenant EBITDA.
|
(b)
|
Represents amounts charged for capital expenditures made by Liberty Global or Vodafone related to assets that we use or otherwise benefit us. These charges will not be included in the calculation of Covenant EBITDA.
|
(c)
|
Represents amounts charged for our use of the Vodafone brand name. This charge is not included in the calculation of Covenant EBITDA.
|
(d)
|
In addition to the fixed minimum charges, the JV Service Agreements provide for certain JV Services to be charged to us based upon usage of the services received. The fixed minimum charges set forth in the table above exclude fees for the usage-based services as these fees will vary from period to period. Accordingly, we expect to incur charges in addition to those set forth in the table above for usage-based services.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Current
|
|
Long-term (a)
|
|
Total
|
|
Current
|
|
Long-term (a)
|
|
Total
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
€
|
74.1
|
|
|
€
|
73.4
|
|
|
€
|
147.5
|
|
|
€
|
45.9
|
|
|
€
|
23.0
|
|
|
€
|
68.9
|
|
Foreign currency forward contracts
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
€
|
74.5
|
|
|
€
|
73.4
|
|
|
€
|
147.9
|
|
|
€
|
45.9
|
|
|
€
|
23.0
|
|
|
€
|
68.9
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
€
|
71.9
|
|
|
€
|
395.2
|
|
|
€
|
467.1
|
|
|
€
|
65.2
|
|
|
€
|
615.6
|
|
|
€
|
680.8
|
|
Foreign currency forward contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
||||||
Total
|
€
|
71.9
|
|
|
€
|
395.2
|
|
|
€
|
467.1
|
|
|
€
|
65.4
|
|
|
€
|
615.7
|
|
|
€
|
681.1
|
|
(a)
|
Our long-term derivative assets and liabilities are included in other assets, net,
and other long-term liabilities,
respectively, in our consolidated balance sheets.
|
(b)
|
We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year ended
|
|
|
Year ended
|
||||||||
|
December 31,
|
|
|
December 31,
|
||||||||
|
2018
|
|
2017
|
|
|
2016
|
||||||
|
in millions
|
|
|
in millions
|
||||||||
|
|
|
|
|
|
|
||||||
Cross-currency and interest rate derivative contracts
|
€
|
292.4
|
|
|
€
|
(635.5
|
)
|
|
|
€
|
(134.2
|
)
|
Foreign currency forward contracts
|
3.4
|
|
|
(1.5
|
)
|
|
|
—
|
|
|||
Total
|
€
|
295.8
|
|
|
€
|
(637.0
|
)
|
|
|
€
|
(134.2
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year ended
|
|
|
Year ended
|
||||||||
|
December 31,
|
|
|
December 31,
|
||||||||
|
2018
|
|
2017
|
|
|
2016
|
||||||
|
in millions
|
|
|
in millions
|
||||||||
|
|
|
|
|
|
|
||||||
Operating activities
|
€
|
1.9
|
|
|
€
|
(18.7
|
)
|
|
|
€
|
(58.8
|
)
|
Financing activities
|
0.9
|
|
|
(158.8
|
)
|
|
|
—
|
|
|||
Total
|
€
|
2.8
|
|
|
€
|
(177.5
|
)
|
|
|
€
|
(58.8
|
)
|
F
inal maturity date
|
|
Notional
amount
due from
counterparty (a)
|
|
Notional
amount due to counterparty |
|
Interest rate
due from
counterparty
|
|
Interest rate
due to
counterparty
|
||||
|
|
in millions
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||
January 2025
|
|
$
|
4,625.0
|
|
|
€
|
4,087.3
|
|
|
3.19%
|
|
2.41%
|
April 2025
|
|
$
|
2,050.0
|
|
|
€
|
1,581.0
|
|
|
6 mo. LIBOR + 2.50%
|
|
4.14%
|
April 2025
|
|
$
|
475.0
|
|
|
€
|
442.4
|
|
|
6 mo. LIBOR + 2.50%
|
|
6 mo. EURIBOR + 2.43%
|
January 2023
|
|
$
|
400.0
|
|
|
€
|
339.0
|
|
|
5.88%
|
|
4.58%
|
|
|
$
|
7,550.0
|
|
|
€
|
6,449.7
|
|
|
|
|
|
(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 interest-related payments and receipts. At December 31, 2018, the total euro equivalent of the notional amounts of these derivative instruments was €1,746.5 million.
|
Final maturity date
|
|
Notional amount
|
|
Interest rate due from
counterparty |
|
Interest rate due to
counterparty |
||
|
|
in millions
|
|
|
|
|
||
|
|
|
|
|
|
|
||
April 2025
|
|
€
|
2,692.4
|
|
|
6 mo. EURIBOR
|
|
1.67%
|
Final maturity date
|
|
Notional
amount
|
|
Interest rate
due from
counterparty
|
|
Interest rate
due to
counterparty
|
||
|
|
in millions
|
|
|
|
|||
|
|
|
|
|
|
|
||
October 2019
|
|
$
|
2,525.0
|
|
|
1 mo. LIBOR + 2.50%
|
|
6 mo. LIBOR + 2.36%
|
April 2019
|
|
$
|
585.0
|
|
|
1 mo. LIBOR + 2.50%
|
|
6 mo. LIBOR + 2.33%
|
Currency purchased forward
|
|
Currency sold forward
|
|
Maturity dates
|
||||
in millions
|
|
|
||||||
|
|
|
|
|
|
|
||
$
|
12.1
|
|
|
€
|
10.1
|
|
|
January 2019 - December 2019
|
|
Estimated useful life at December 31, 2018
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
|||||
|
|
|
in millions
|
||||||
Distribution systems
|
4 to 30 years
|
|
€
|
5,226.7
|
|
|
€
|
4,791.7
|
|
Customer premises equipment
|
3 to 5 years
|
|
753.0
|
|
|
566.1
|
|
||
Support equipment, buildings and land
|
3 to 25 years
|
|
1,129.9
|
|
|
931.6
|
|
||
|
|
|
7,109.6
|
|
|
6,289.4
|
|
||
Accumulated depreciation
|
|
|
(1,788.7
|
)
|
|
(857.7
|
)
|
||
Total property and equipment, net
|
|
|
€
|
5,320.9
|
|
|
€
|
5,431.7
|
|
|
|
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 (a)
|
|
€
|
6,440.0
|
|
|
€
|
(1,039.8
|
)
|
|
€
|
5,400.2
|
|
|
€
|
6,440.0
|
|
|
€
|
(519.9
|
)
|
|
€
|
5,920.1
|
|
Licenses (b)
|
|
1,078.9
|
|
|
(173.4
|
)
|
|
905.5
|
|
|
1,078.9
|
|
|
(86.7
|
)
|
|
992.2
|
|
||||||
Trade name (c)
|
|
270.0
|
|
|
(21.6
|
)
|
|
248.4
|
|
|
270.0
|
|
|
(10.8
|
)
|
|
259.2
|
|
||||||
Total
|
|
€
|
7,788.9
|
|
|
€
|
(1,234.8
|
)
|
|
€
|
6,554.1
|
|
|
€
|
7,788.9
|
|
|
€
|
(617.4
|
)
|
|
€
|
7,171.5
|
|
(a)
|
The weighted average useful life of our customer relationships was approximately 15 years as of December 31, 2018.
|
(b)
|
Represents primarily mobile spectrum licenses associated with the mobile operations of Vodafone NL. The weighted average useful life of our licenses was approximately 13 years as of December 31, 2018.
|
(c)
|
Represents the Ziggo trade name. In connection with the fair value assessment of our assets and liabilities upon closing of the JV Transaction, we concluded that the Ziggo trade name has an estimated useful life of 25 years.
|
2019
|
€
|
614.9
|
|
2020
|
607.4
|
|
|
2021
|
605.9
|
|
|
2022
|
601.5
|
|
|
2023
|
601.5
|
|
|
Thereafter
|
3,522.9
|
|
|
Total
|
€
|
6,554.1
|
|
|
December 31, 2018
|
|
Principal amount
|
|||||||||||
|
Weighted average interest rate (a)
|
|
Unused borrowing capacity (b)
|
|
December 31, 2018
|
|
December 31, 2017
|
|||||||
|
|
|
in millions
|
|||||||||||
Subsidiaries:
|
|
|
|
|
|
|
|
|||||||
Senior and Senior Secured Notes (c)
|
5.27
|
%
|
|
€
|
—
|
|
|
€
|
5,431.4
|
|
|
€
|
814.8
|
|
Credit Facilities
|
3.99
|
%
|
|
800.0
|
|
|
4,455.0
|
|
|
4,350.4
|
|
|||
SPE Notes (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,491.3
|
|
|||
Vendor financing (d)
|
1.93
|
%
|
|
—
|
|
|
999.3
|
|
|
750.4
|
|
|||
Total principal amount of third-party debt before premiums, discounts and deferred financing costs
|
4.44
|
%
|
|
€
|
800.0
|
|
|
€
|
10,885.7
|
|
|
€
|
10,406.9
|
|
(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 or discounts and commitment fees, but excluding the impact of deferred financing costs, the weighted average interest rate on our aggregate third-party variable- and fixed-rate indebtedness was 4.4% and 4.5% at December 31, 2018 and 2017, respectively. For information regarding our derivative instruments, see note 6.
|
(b)
|
Unused borrowing capacity represents the maximum availability under the Credit Facilities 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 and leverage-based restricted payment tests, the full €800.0 million of unused borrowing capacity was available to be borrowed and there were no restrictions on our ability to make loans or distributions from this availability. Upon completion of the relevant December 31, 2018 compliance reporting requirements and based on the most restrictive applicable leverage covenants and leverage-based restricted payment tests, without considering any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2018, we expect that the full amount of unused borrowing capacity will continue to be available to be borrowed and that there will be no restrictions with respect to loans or distributions from this availability.
|
(c)
|
Ziggo B.V. and Ziggo Bond Company B.V. (
Ziggo Bondco
) are each wholly-owned subsidiaries of VodafoneZiggo. Pursuant to a series of mergers and transactions that were completed during the three months ended March 31, 2018, (i) Ziggo B.V. assumed (a) the 2025 Senior Secured Notes, (b) the 2027 Dollar Senior Secured Notes and (c) the 2027 Euro Senior Secured Notes and released Ziggo Secured Finance B.V. from its obligations under such senior secured notes and (ii) Ziggo Bondco assumed (1) the 2025 Euro Senior Notes, (2) the 2025 Dollar Senior Notes and (3) the 2027 Senior Notes and released Ziggo Bond Finance B.V. from its obligations under such senior notes. Each of these assumptions and releases has been deemed repayment in full and cancellation of the relevant Proceeds Loans that were created in connection with the issuance of the aforementioned senior and senior secured notes. For a simplified corporate structure chart that gives effect to the completion of the aforementioned mergers and transactions, see the Appendix.
|
(d)
|
Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are primarily 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 of third-party debt and capital lease obligations in our consolidated statements of cash flows.
|
(e)
|
At each of December 31, 2018 and 2017, our debt had an estimated fair value of €10.5 billion. The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy). The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads, to the extent available, and other relevant factors. For additional information regarding fair value hierarchies, see note 7.
|
|
December 31,
|
|
December 31,
|
|||||||||||||
|
2018
|
|
2017
|
|||||||||||||
|
in millions
|
|||||||||||||||
Total principal amount of third-party debt before premiums, discounts
and deferred financing costs
|
€
|
10,885.7
|
|
|
€
|
10,406.9
|
|
|||||||||
Premiums, discounts and deferred financing costs, net
|
47.7
|
|
|
61.9
|
|
|||||||||||
Total carrying amount of third-party debt
|
10,933.4
|
|
|
10,468.8
|
|
|||||||||||
Third-party capital lease obligations
|
18.5
|
|
|
—
|
|
|||||||||||
Total third-party debt and capital lease obligations
|
10,951.9
|
|
|
10,468.8
|
|
|||||||||||
Related-party debt and capital lease obligations (note 11)
|
1,600.2
|
|
|
1,801.0
|
|
|||||||||||
Total debt and capital lease obligations
|
12,552.1
|
|
|
12,269.8
|
|
|||||||||||
Current maturities of debt and capital lease obligations
|
(1,205.9
|
)
|
|
(951.2
|
)
|
|||||||||||
Long-term debt and capital lease obligations
|
€
|
11,346.2
|
|
|
€
|
11,318.6
|
|
•
|
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 facility has 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 certain of our subsidiaries 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 through dividends, loans or other distributions;
|
•
|
Our credit facilities require that certain of our subsidiaries (i) guarantee the payment of all sums payable under the relevant credit facility and (ii) grant first-ranking security over substantially all of their assets to secure the payment of all sums payable thereunder;
|
•
|
In addition to certain mandatory prepayment events, the instructing group of lenders under the credit facilities may, under certain circumstances, cancel the commitments thereunder and declare the loans thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the credit facilities);
|
•
|
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 that we 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 include cross-acceleration provisions with respect to our other indebtedness, subject to agreed minimum thresholds and other customary and agreed exceptions.
|
•
|
Subject to certain materiality qualifications and other customary and agreed exceptions, our notes contain (i) certain customary incurrence-based covenants and (ii) certain restrictions that, among other things, restrict the ability of certain of our subsidiaries to (a) incur or guarantee certain financial indebtedness, (b) make certain disposals and acquisitions, (c) create certain security interests over their assets and (d) make certain restricted payments to their direct and/or indirect parent companies through dividends, loans or other distributions;
|
•
|
Our notes provide that any failure to pay principal after the expiration of any applicable grace period, or any acceleration with respect to other indebtedness of the issuer or certain of our subsidiaries over agreed minimum thresholds (as specified under the applicable indenture), is an event of default under the respective notes;
|
•
|
If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must, subject to certain materiality qualifications and other 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%; and
|
•
|
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 original 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.
|
Credit Facility
|
|
Maturity
|
|
Interest rate
|
|
Facility amount
(in borrowing currency) (a) |
|
Outstanding principal amount
|
|
Unused
borrowing capacity (f) |
|
Carrying
value (b) |
||||||||
|
|
|
|
|
|
in millions
|
||||||||||||||
Facility E (c)
|
April 15, 2025
|
|
LIBOR + 2.50%
|
|
$
|
2,525.0
|
|
|
€
|
2,205.0
|
|
|
€
|
—
|
|
|
€
|
2,207.2
|
|
|
Facility F (d)
|
April 15, 2025
|
|
EURIBOR + 3.00%
|
|
€
|
2,250.0
|
|
|
2,250.0
|
|
|
—
|
|
|
2,252.7
|
|
||||
Revolving Facility (f)
|
December 31, 2022
|
|
(e)
|
|
€
|
800.0
|
|
|
—
|
|
|
800.0
|
|
|
—
|
|
||||
Total
|
|
€
|
4,455.0
|
|
|
€
|
800.0
|
|
|
€
|
4,459.9
|
|
(a)
|
Amounts represent total third-party facility amounts as of December 31, 2018.
|
(b)
|
Amounts are net of unamortized premiums, discounts and deferred financing costs, as applicable.
|
(c)
|
Facility E has a LIBOR floor of 0.0%.
|
(d)
|
Facility F has a EURIBOR floor of 0.0%.
|
(e)
|
The Revolving Facility bears interest at EURIBOR plus 2.75% (subject to a margin ratchet) and has a fee on unused commitments of 40% of such margin per year.
|
(f)
|
Unused borrowing capacity represents the maximum availability under the Credit Facilities 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 and leverage-based restricted payment tests, the full €800.0 million of unused borrowing capacity was available to be borrowed and there were no restrictions on our ability to make loans or distributions from this availability. Upon completion of the relevant December 31, 2018 compliance reporting requirements and based on the most restrictive applicable leverage covenants and leverage-based restricted payment tests, without considering any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2018, we expect that the full amount of unused borrowing capacity will continue to be available to be borrowed and that there will be no restrictions with respect to loans or distributions from this availability.
|
|
|
|
|
|
|
Outstanding principal
amount |
|
|
||||||||
Senior and Senior Secured Notes
|
|
Maturity
|
|
Interest
rate |
|
Borrowing
currency |
|
Euro equivalent
|
|
Carrying
value (a) |
||||||
|
|
|
|
|
|
in millions
|
||||||||||
2020 Euro Senior Secured Notes
|
March 27, 2020
|
|
3.625%
|
|
€
|
71.7
|
|
|
€
|
71.7
|
|
|
€
|
72.9
|
|
|
2024 Euro Senior Notes
|
May 15, 2024
|
|
7.125%
|
|
€
|
743.1
|
|
|
743.1
|
|
|
822.1
|
|
|||
2025 Senior Secured Notes
|
January 15, 2025
|
|
3.750%
|
|
€
|
800.0
|
|
|
800.0
|
|
|
810.1
|
|
|||
2025 Euro Senior Notes
|
January 15, 2025
|
|
4.625%
|
|
€
|
400.0
|
|
|
400.0
|
|
|
408.2
|
|
|||
2025 Dollar Senior Notes
|
January 15, 2025
|
|
5.875%
|
|
$
|
400.0
|
|
|
349.3
|
|
|
348.3
|
|
|||
2027 Dollar Senior Secured Notes
|
January 15, 2027
|
|
5.500%
|
|
$
|
2,000.0
|
|
|
1,746.5
|
|
|
1,711.5
|
|
|||
2027 Euro Senior Secured Notes
|
January 15, 2027
|
|
4.250%
|
|
€
|
775.0
|
|
|
775.0
|
|
|
776.6
|
|
|||
2027 Senior Notes
|
January 15, 2027
|
|
6.000%
|
|
$
|
625.0
|
|
|
545.8
|
|
|
533.1
|
|
|||
Total
|
|
|
€
|
5,431.4
|
|
|
€
|
5,482.8
|
|
(a)
|
Amounts include the impact of premiums.
|
Senior and Senior Secured Notes
|
Call Date
|
||
|
|
||
2024 Euro Senior Notes
|
May 15, 2019
|
||
2025 Senior Secured Notes
|
January 15, 2020
|
||
2025 Euro Senior Notes
|
January 15, 2020
|
||
2025 Dollar Senior Notes
|
January 15, 2020
|
||
2027 Dollar Senior Secured Notes
|
January 15, 2022
|
||
2027 Euro Senior Secured Notes
|
January 15, 2022
|
||
2027 Senior Notes
|
January 15, 2022
|
|
|
|
|
Redemption price
|
||||||||||
|
|
2024 Euro Senior Notes
|
|
2025 Dollar Senior Notes
|
|
2025 Euro Senior Notes
|
|
2025 Senior Secured Notes
|
|
2027 Dollar Senior Secured Notes
|
|
2027 Euro Senior Secured Notes
|
|
2027 Senior Notes
|
12-month period commencing
|
May 15
|
|
January 15
|
|
January 15
|
|
January 15
|
|
January 15
|
|
January 15
|
|
January 15
|
|
2019
|
103.563%
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
2020
|
102.375%
|
|
102.938%
|
|
102.313%
|
|
101.875%
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
2021
|
101.188%
|
|
101.958%
|
|
101.542%
|
|
101.250%
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
2022
|
100.000%
|
|
100.979%
|
|
100.771%
|
|
100.625%
|
|
102.750%
|
|
102.125%
|
|
103.000%
|
|
2023
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
101.833%
|
|
101.417%
|
|
102.000%
|
|
2024
|
N.A.
|
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
100.917%
|
|
100.708%
|
|
101.000%
|
|
2025 and thereafter
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
N.A.
|
|
100.000%
|
|
100.000%
|
|
100.000%
|
|
Third-party
|
|
Related-party
|
|
Total
|
||||||
|
in millions
|
||||||||||
Year ending December 31:
|
|
|
|
|
|
||||||
2019
|
€
|
999.3
|
|
|
€
|
200.0
|
|
|
€
|
1,199.3
|
|
2020
|
71.7
|
|
|
—
|
|
|
71.7
|
|
|||
2021
|
—
|
|
|
—
|
|
|
—
|
|
|||
2022
|
—
|
|
|
—
|
|
|
—
|
|
|||
2023
|
—
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
9,814.7
|
|
|
1,400.0
|
|
|
11,214.7
|
|
|||
Total debt maturities
|
10,885.7
|
|
|
1,600.0
|
|
|
12,485.7
|
|
|||
Premiums, discounts and deferred financing costs, net
|
47.7
|
|
|
—
|
|
|
47.7
|
|
|||
Total debt
|
€
|
10,933.4
|
|
|
€
|
1,600.0
|
|
|
€
|
12,533.4
|
|
Current portion
|
€
|
999.3
|
|
|
€
|
200.0
|
|
|
€
|
1,199.3
|
|
Noncurrent portion
|
€
|
9,934.1
|
|
|
€
|
1,400.0
|
|
|
€
|
11,334.1
|
|
|
Third-party
|
|
Related-party
|
|
Total
|
|||||||
|
in millions
|
|||||||||||
Year ending December 31:
|
|
|
|
|
|
|||||||
2019
|
€
|
6.8
|
|
|
€
|
0.2
|
|
|
€
|
7.0
|
|
|
2020
|
5.5
|
|
|
—
|
|
|
5.5
|
|
||||
2021
|
3.6
|
|
|
—
|
|
—
|
|
3.6
|
|
|||
2022
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||
2023
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||
Thereafter
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Total principal and interest payments
|
18.9
|
|
|
0.2
|
|
|
19.1
|
|
||||
Amounts representing interest
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Present value of net minimum lease payments
|
€
|
18.5
|
|
|
€
|
0.2
|
|
|
€
|
18.7
|
|
|
Current portion
|
€
|
6.4
|
|
|
€
|
0.2
|
|
|
€
|
6.6
|
|
|
Noncurrent portion
|
€
|
12.1
|
|
|
€
|
—
|
|
|
€
|
12.1
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year ended
|
|
|
Year ended
|
||||||||
|
December 31,
|
|
|
December 31,
|
||||||||
|
2018
|
|
2017
|
|
|
2016
|
||||||
|
in millions
|
|
|
in millions
|
||||||||
Computed "expected" tax benefit
|
€
|
98.9
|
|
|
€
|
80.4
|
|
|
|
€
|
156.9
|
|
Enacted tax law and rate changes
|
213.8
|
|
|
—
|
|
|
|
—
|
|
|||
Tax benefits associated with technology innovations
|
6.0
|
|
|
13.0
|
|
|
|
71.0
|
|
|||
Change in valuation allowances
|
0.1
|
|
|
—
|
|
|
|
(37.8
|
)
|
|||
Basis and other differences in the treatment of items associated with in investment in subsidiaries and affiliated
|
—
|
|
|
—
|
|
|
|
10.3
|
|
|||
Non-deductible expenses
|
(1.1
|
)
|
|
(1.8
|
)
|
|
|
(17.4
|
)
|
|||
Other, net
|
0.7
|
|
|
0.1
|
|
|
|
—
|
|
|||
Total income tax benefit
|
€
|
318.4
|
|
|
€
|
91.7
|
|
|
|
€
|
183.0
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
Deferred tax assets:
|
|
|
|
||||
Derivative instruments
|
€
|
11.3
|
|
|
€
|
184.9
|
|
Net operating loss and other carry forwards
|
94.6
|
|
|
107.7
|
|
||
Investments
|
18.4
|
|
|
22.0
|
|
||
Other future deductible amounts
|
10.9
|
|
|
17.9
|
|
||
Debt
|
74.5
|
|
|
—
|
|
||
Deferred tax assets
|
209.7
|
|
|
332.5
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(1,060.2
|
)
|
|
(1,371.9
|
)
|
||
Property and equipment, net
|
(216.8
|
)
|
|
(275.0
|
)
|
||
Debt
|
—
|
|
|
(65.7
|
)
|
||
Other future taxable amounts
|
(2.9
|
)
|
|
(5.3
|
)
|
||
Deferred tax liabilities
|
(1,279.9
|
)
|
|
(1,717.9
|
)
|
||
Net deferred tax liabilities
|
€
|
(1,070.2
|
)
|
|
€
|
(1,385.4
|
)
|
Expiration Date
|
Carryforward
|
|
Related tax asset
|
||||
|
in millions
|
||||||
|
|
|
|
||||
2020
|
€
|
42.3
|
|
|
€
|
8.8
|
|
2021
|
14.1
|
|
|
2.9
|
|
||
2022
|
64.6
|
|
|
13.5
|
|
||
2024
|
30.4
|
|
|
6.3
|
|
||
2026
|
265.5
|
|
|
55.3
|
|
||
2027
|
37.6
|
|
|
7.8
|
|
||
Total carried forward
|
€
|
454.5
|
|
|
€
|
94.6
|
|
|
Year ended
|
||||||
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
Revenue
|
€
|
41.0
|
|
|
€
|
46.1
|
|
Programming and other direct costs of services
|
(41.7
|
)
|
|
(39.8
|
)
|
||
Share-based compensation expense
|
(2.8
|
)
|
|
(5.3
|
)
|
||
Charges for JV Services:
|
|
|
|
||||
Charges from Liberty Global:
|
|
|
|
||||
Operating (a)
|
(79.9
|
)
|
|
(94.1
|
)
|
||
Capital (b)
|
(31.0
|
)
|
|
(32.3
|
)
|
||
Total Liberty Global corporate recharges
|
(110.9
|
)
|
|
(126.4
|
)
|
||
Charges from Vodafone:
|
|
|
|
||||
Operating, net (a)
|
(86.8
|
)
|
|
(87.2
|
)
|
||
Brand fees (c)
|
(30.0
|
)
|
|
(30.0
|
)
|
||
Total Vodafone corporate recharges
|
(116.8
|
)
|
|
(117.2
|
)
|
||
Total charges for JV Services
|
(227.7
|
)
|
|
(243.6
|
)
|
||
Included in operating loss
|
(231.2
|
)
|
|
(242.6
|
)
|
||
Interest expense
|
(101.0
|
)
|
|
(112.6
|
)
|
||
Included in net loss
|
€
|
(332.2
|
)
|
|
€
|
(355.2
|
)
|
Property and equipment additions, net
|
€
|
160.5
|
|
|
€
|
257.7
|
|
(a)
|
Represents amounts to be charged for technology and other services. These charges are included in the calculation of Covenant EBITDA, as defined and described below.
|
(b)
|
Represents amounts to be charged for capital expenditures to be made by Liberty Global related to assets that we use or will otherwise benefit our company. These charges are not included in the calculation of Covenant EBITDA.
|
(c)
|
Represents amounts charged for our use of the Vodafone brand name. These charges are not included in the calculation of Covenant EBITDA.
|
|
Year ended December 31, 2016
|
||
|
in millions
|
||
|
|
||
Revenue
|
€
|
2.9
|
|
Programming and other direct costs of services
|
(12.6
|
)
|
|
Other operating
|
(4.0
|
)
|
|
SG&A expenses
|
(0.5
|
)
|
|
Allocated share-based compensation expense included in SG&A expenses
|
(8.8
|
)
|
|
Fees and allocations:
|
|
||
Operating and SG&A related (exclusive of depreciation and share-based
compensation) |
(73.3
|
)
|
|
Depreciation
|
(50.7
|
)
|
|
Share-based compensation
|
(19.5
|
)
|
|
Management fee
|
(89.6
|
)
|
|
Total fees and allocations
|
(233.1
|
)
|
|
Included in operating income
|
(256.1
|
)
|
|
Interest expense
|
(163.8
|
)
|
|
Interest income
|
—
|
|
|
Related-party allocation of current tax benefit
|
—
|
|
|
Included in net loss
|
€
|
(419.9
|
)
|
Property and equipment additions, net
|
€
|
153.0
|
|
•
|
Operating and SG&A related (exclusive of depreciation and share-based compensation)
.The amount included in this category, which was generally cash settled, represents our estimated share of certain centralized technology, management, marketing, finance and other operating and SG&A expenses of Liberty Global’s European operations, whose activities benefited multiple operations, including operations within and outside of our company. The amount allocated represents our estimated share of the actual costs incurred by Liberty Global’s European operations, without a mark-up.
|
•
|
Depreciation
. The amount included in this category, which was generally cash settled, represents our estimated share of depreciation of assets not owned by our company. The amount allocated represents our estimated share of the actual costs incurred by Liberty Global’s European operations, without a mark-up.
|
•
|
Share-based compensation
. The amount included in this category, which was generally loan settled, represents our estimated share of share-based compensation associated with Liberty Global employees who were not employees of our company. The amount allocated represents our estimated share of the actual costs incurred by Liberty Global’s European operations, without a mark-up.
|
•
|
Management fee
. The amount included in this category, which was generally loan settled, represent our estimated allocable share of (i) operating and SG&A expenses related to stewardship services provided by certain Liberty Global subsidiaries and (ii) the mark-up, if any, applicable to each category of the related-party fees and allocations charged to our company.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
in millions
|
||||||
Assets:
|
|
|
|
||||
Related-party receivables (a)
|
€
|
18.1
|
|
|
€
|
20.6
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable (b)
|
€
|
102.5
|
|
|
€
|
106.2
|
|
Accrued and other current liabilities (b)
|
2.4
|
|
|
11.5
|
|
||
Debt (c):
|
|
|
|
||||
Liberty Global Note
|
800.0
|
|
|
900.0
|
|
||
Vodafone Note
|
800.0
|
|
|
900.0
|
|
||
Capital lease obligations
|
0.2
|
|
|
1.0
|
|
||
Total liabilities
|
€
|
1,705.1
|
|
|
€
|
1,918.7
|
|
(a)
|
Represents non-interest bearing receivables from certain Liberty Global and Vodafone subsidiaries.
|
(b)
|
Represents non-interest bearing payables, accrued capital expenditures and other accrued liabilities related to transactions with certain Liberty Global and Vodafone subsidiaries that are cash settled.
|
(c)
|
Represents debt obligations, as further described below.
|
|
Employee severance and termination
|
|
Office closures
|
|
Total
|
||||||
|
in millions
|
||||||||||
Successor:
|
|
|
|
|
|
||||||
Restructuring liability as of January 1, 2018
|
€
|
15.5
|
|
|
€
|
0.5
|
|
|
€
|
16.0
|
|
Restructuring charges (a)
|
36.5
|
|
|
—
|
|
|
36.5
|
|
|||
Cash paid
|
(37.5
|
)
|
|
(0.1
|
)
|
|
(37.6
|
)
|
|||
Other
|
(0.7
|
)
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|||
Restructuring liability as of December 31, 2018
|
€
|
13.8
|
|
|
€
|
0.3
|
|
|
€
|
14.1
|
|
|
|
|
|
|
|
||||||
Current portion
|
€
|
12.4
|
|
|
€
|
0.3
|
|
|
€
|
12.7
|
|
Noncurrent portion
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||
Total
|
€
|
13.8
|
|
|
€
|
0.3
|
|
|
€
|
14.1
|
|
(a)
|
Restructuring charges primarily relate to certain reorganization and integration activities related to the formation of the VodafoneZiggo JV.
|
|
Employee severance and termination
|
|
Office closures
|
|
Total
|
||||||
|
in millions
|
||||||||||
Successor:
|
|
|
|
|
|
||||||
Restructuring liability as of January 1, 2017
|
€
|
30.7
|
|
|
€
|
0.5
|
|
|
€
|
31.2
|
|
Restructuring charges (a)
|
10.8
|
|
|
—
|
|
|
10.8
|
|
|||
Cash paid
|
(25.3
|
)
|
|
—
|
|
|
(25.3
|
)
|
|||
Other
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||
Restructuring liability as of December 31, 2017
|
€
|
15.5
|
|
|
€
|
0.5
|
|
|
€
|
16.0
|
|
|
|
|
|
|
|
||||||
Current portion
|
€
|
14.5
|
|
|
€
|
0.5
|
|
|
€
|
15.0
|
|
Noncurrent portion
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||
Total
|
€
|
15.5
|
|
|
€
|
0.5
|
|
|
€
|
16.0
|
|
(a)
|
Restructuring charges primarily relate to certain reorganization and integration activities related to the formation of the VodafoneZiggo JV.
|
|
Employee severance and termination
|
|
Office closures
|
|
Contract termination and other
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Predecessor:
|
|
|
|
|
|
|
|
||||||||
Restructuring liability as of January 1, 2016
|
€
|
46.4
|
|
|
€
|
(0.9
|
)
|
|
€
|
0.4
|
|
|
€
|
45.9
|
|
Restructuring charges (a)
|
9.8
|
|
|
0.9
|
|
|
—
|
|
|
10.7
|
|
||||
Cash paid
|
(31.3
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(31.7
|
)
|
||||
Other
|
0.8
|
|
|
0.9
|
|
|
(0.4
|
)
|
|
1.3
|
|
||||
Restructuring liability as of December 31, 2016 prior to the closing of the JV Transaction
|
€
|
25.7
|
|
|
€
|
0.5
|
|
|
€
|
—
|
|
|
€
|
26.2
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Successor:
|
|
|
|
|
|
|
|
||||||||
Restructuring liability as of December 31, 2016 after the closing of the JV Transaction
|
€
|
30.7
|
|
|
€
|
0.5
|
|
|
€
|
—
|
|
|
€
|
31.2
|
|
|
|
|
|
|
|
|
|
||||||||
Current portion
|
€
|
26.4
|
|
|
€
|
0.5
|
|
|
€
|
—
|
|
|
€
|
26.9
|
|
Noncurrent portion
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
||||
Total
|
€
|
30.7
|
|
|
€
|
0.5
|
|
|
€
|
—
|
|
|
€
|
31.2
|
|
(a)
|
Restructuring charges primarily relate to certain reorganization and integration activities, due in part to the formation of the VodafoneZiggo JV.
|
|
Payments due during:
|
|
|
||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
in millions
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
JV Service Agreements (a)
|
€
|
170.0
|
|
|
€
|
147.2
|
|
|
€
|
111.8
|
|
|
€
|
111.3
|
|
|
€
|
30.0
|
|
|
€
|
60.0
|
|
|
€
|
630.3
|
|
Programming commitments
|
111.5
|
|
|
95.4
|
|
|
44.9
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
252.2
|
|
|||||||
Network and connectivity commitments
|
59.1
|
|
|
43.3
|
|
|
39.0
|
|
|
27.7
|
|
|
16.3
|
|
|
50.4
|
|
|
235.8
|
|
|||||||
Purchase commitments
|
222.8
|
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224.8
|
|
|||||||
Operating leases
|
30.2
|
|
|
28.8
|
|
|
24.7
|
|
|
16.2
|
|
|
15.3
|
|
|
46.8
|
|
|
162.0
|
|
|||||||
Other commitments
|
20.4
|
|
|
14.8
|
|
|
6.9
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
45.4
|
|
|||||||
Total (b)
|
€
|
614.0
|
|
|
€
|
330.5
|
|
|
€
|
228.3
|
|
|
€
|
158.9
|
|
|
€
|
61.6
|
|
|
€
|
157.2
|
|
|
€
|
1,550.5
|
|
(a)
|
Amounts represent fixed minimum charges from Liberty Global and Vodafone pursuant to the JV Service Agreements. In addition to the fixed minimum charges, the JV Service Agreements provide for certain JV Services to be charged to us based upon usage of the services received. The fixed minimum charges set forth in the table above exclude fees for the usage-based services as these fees will vary from period to period. Accordingly, we expect to incur charges in addition to those set forth in the table above for usage-based services. For additional information regarding fees related to the JV Service Agreements, see notes 5 and 11.
|
(b)
|
The commitments included in this table do not reflect any liabilities that are included in our December 31, 2018 consolidated balance sheet.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year ended
|
|
|
Year ended
|
||||||||
|
December 31,
|
|
|
December 31,
|
||||||||
|
2018
|
|
2017
|
|
|
2016
|
||||||
|
in millions
|
|
|
|
||||||||
Consumer cable revenue (a):
|
|
|
|
|
|
|
||||||
Subscription revenue
|
€
|
1,980.3
|
|
|
€
|
2,042.8
|
|
|
|
€
|
2,089.5
|
|
Non-subscription revenue
|
17.8
|
|
|
26.6
|
|
|
|
34.7
|
|
|||
Total consumer cable revenue
|
1,998.1
|
|
|
2,069.4
|
|
|
|
2,124.2
|
|
|||
Consumer mobile revenue (b):
|
|
|
|
|
|
|
||||||
Service revenue
|
669.5
|
|
|
744.4
|
|
|
|
30.2
|
|
|||
Non-service revenue
|
215.5
|
|
|
128.9
|
|
|
|
4.2
|
|
|||
Total consumer mobile revenue
|
885.0
|
|
|
873.3
|
|
|
|
34.4
|
|
|||
B2B cable revenue (c):
|
|
|
|
|
|
|
||||||
Subscription revenue
|
407.1
|
|
|
376.9
|
|
|
|
239.1
|
|
|||
Non-subscription revenue
|
24.3
|
|
|
25.0
|
|
|
|
16.1
|
|
|||
Total B2B cable revenue
|
431.4
|
|
|
401.9
|
|
|
|
255.2
|
|
|||
B2B mobile revenue (d):
|
|
|
|
|
|
|
||||||
Service revenue
|
430.8
|
|
|
526.9
|
|
|
|
1.1
|
|
|||
Non-service revenue
|
100.0
|
|
|
77.5
|
|
|
|
0.1
|
|
|||
Total B2B mobile revenue
|
530.8
|
|
|
604.4
|
|
|
|
1.2
|
|
|||
Other revenue (e)
|
50.1
|
|
|
46.3
|
|
|
|
15.6
|
|
|||
Total
|
€
|
3,895.4
|
|
|
€
|
3,995.3
|
|
|
|
€
|
2,430.6
|
|
(a)
|
Consumer cable revenue is classified as either subscription revenue or non-subscription revenue. Consumer cable subscription revenue includes revenue from subscribers for ongoing broadband internet, video, and voice services offered to residential customers. Consumer 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 consumer cable subscription revenue. For periods prior to our adoption of ASU 2014-09, installation revenue is included in consumer cable non-subscription revenue. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the stand-alone price for each individual service. As a result, changes in the stand-alone 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.
|
(b)
|
Consumer mobile revenue is classified as either service revenue or non-service revenue. Consumer mobile service revenue includes revenue from ongoing mobile and data services offered under postpaid and prepaid arrangements to residential customers. Consumer mobile non-service revenue includes, among other items, interconnect revenue, mobile handset and accessories sales and late fees.
|
(c)
|
B2B cable revenue is classified as either subscription revenue or non-subscription revenue. B2B cable subscription revenue includes revenue from business broadband internet, video, voice, and data services offered to SOHO, small and medium to large enterprises. B2B cable non-subscription revenue includes, among other items, revenue from hosting services, carriage fees and interconnect.
|
(d)
|
B2B mobile revenue is classified as either service revenue or non-service revenue. B2B mobile service revenue includes revenue from ongoing mobile and data services offered to SOHO, small and medium to large enterprise customers. B2B mobile non-service revenue includes, among other items, interconnect revenue, mobile handset and accessories sales and late fees.
|
(e)
|
Other revenue includes, among other items, programming and advertising revenue and revenue related to certain personnel services provided to Vodafone and Liberty Global.
|
1.
|
I have reviewed this Amendment No. 1 on Form 10-K/A of Liberty Global plc;
|
2.
|
Based on my knowledge, the Annual Report on Form 10-K/A for the year ended December 31, 2018 (the "Form 10-K/A") 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 the Form 10-K/A; and
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in the Form 10-K/A, 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 the Form 10-K/A.
|
/s/ Michael T. Fries
|
|
Michael T. Fries
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Amendment No. 1 on Form 10-K/A of Liberty Global plc;
|
2.
|
Based on my knowledge, the Annual Report on Form 10-K/A for the year ended December 31, 2018 (the "Form 10-K/A) 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 the Form 10-K/A; and
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in the Form 10-K/A, 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 the Form 10-K/A.
|
/s/ Charles H.R. Bracken
|
|
Charles H.R. Bracken
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Dated:
|
March 27, 2019
|
|
/s/ Michael T. Fries
|
|
|
|
Michael T. Fries
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
Dated:
|
March 27, 2019
|
|
/s/ Charles H.R. Bracken
|
|
|
|
Charles H.R. Bracken
|
|
|
|
Executive Vice President and Chief Financial Officer
|