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☑
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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
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December 31, 2019
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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
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161 Hammersmith Rd
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London
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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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Trading Symbol(s)
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Name of each exchange on which registered
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Class A ordinary shares
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LBTYA
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Nasdaq Global Select Market
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Class B ordinary shares
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LBTYB
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Nasdaq Global Select Market
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Class C ordinary shares
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LBTYK
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Nasdaq Global Select Market
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Large Accelerated Filer
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☑
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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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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Principal Accounting Fees and Services
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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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Telenet
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Belgium
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60.2%
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UPC Holding
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Switzerland, Poland, 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 3, 2019, Telenet Group Holding N.V. (Telenet) acquired the remaining 50.0% of De Vijver Media NV (De Vijver Media) that it did not already own (the De Vijver Media Acquisition). De Vijver Media provides content production, broadcasting and advertising services in Belgium.
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On June 19, 2017, Telenet acquired Coditel 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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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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On February 11, 2016, Telenet acquired BASE Company N.V. (BASE), the third-largest mobile network operator in Belgium.
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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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On July 31, 2019, we completed the sale of our operations in Germany, Romania, Hungary and the Czech Republic to Vodafone Group plc (Vodafone). The operations of Germany, Romania, Hungary and the Czech Republic are collectively referred to herein as the “Vodafone Disposal Group.” In connection with the sale of the Vodafone Disposal Group, we have agreed to provide certain transitional services to Vodafone for a period of up to four years. These services principally comprise network and information technology-related functions.
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On May 2, 2019, we completed the sale of our direct-to-home satellite (DTH) operations, which serves customers in Hungary, the Czech Republic, Slovakia and Romania (UPC DTH) to M7 Group (M7). In connection with the sale of UPC DTH, we have agreed to provide certain transitional services to M7 for a period of up to two years. These services principally comprise network and information technology-related functions.
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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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On December 29, 2017, we effected the split-off of our LiLAC Group (the Split-off Transaction) 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. In connection with the Split-off Transaction, Liberty Latin America became a separate publicly traded company.
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On December 31, 2016, our company and 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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Title of shares
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Number of shares
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Average price paid per share(2)
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Aggregate purchase price(2)
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in millions
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Class A ordinary shares(1)
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24,348,562
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$
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27.61
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$
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672.4
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Class C ordinary shares(1)
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95,395,291
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$
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26.64
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$
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2,541.3
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(1)
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Includes repurchases made pursuant to modified Dutch auction cash tenders, including 24,002,262 shares of our class A ordinary shares at a per share price of $27.50 and 75,420,009 shares of our class C ordinary shares at a price per share of $27.00, for an aggregate purchase price of $2.7 billion, including direct acquisition costs.
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(2)
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Includes direct acquisition costs.
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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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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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fluctuations in currency exchange rates and interest rates;
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instability in global financial markets, including sovereign debt issues and related fiscal reforms;
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consumer disposable income and spending levels, including the availability and amount of individual consumer debt;
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changes in consumer television viewing and broadband usage preferences and habits;
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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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our ability to manage rapid technological changes;
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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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our ability to provide satisfactory customer service, including support for new and evolving products and services;
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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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the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;
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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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government intervention that requires opening our broadband distribution networks to competitors, such as the obligations imposed in Belgium;
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our ability to obtain regulatory approval and shareholder approval and satisfy other conditions necessary to close acquisitions and dispositions and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions;
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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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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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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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our ability to navigate the potential impacts on our business of the U.K.’s departure from the E.U.;
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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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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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uncertainties inherent in the development and integration of new business lines and business strategies;
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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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the availability of capital for the acquisition and/or development of telecommunications networks and services;
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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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the leakage of sensitive customer data;
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the outcome of any pending or threatened litigation;
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the loss of key employees and the availability of qualified personnel;
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changes in the nature of key strategic relationships with partners and joint venturers;
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our equity capital structure; and
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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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Fixed-Line Customer
Relationships
(2)
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Total
RGUs
(3)
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Video
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Internet Subscribers
(4)
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Basic Video Subscribers
(5)
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Enhanced Video
Subscribers
(6)
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Total
Video
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Telephony Subscribers
(7)
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Mobile Subscribers (8)
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United Kingdom
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14,894,400
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5,518,100
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13,563,900
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5,271,000
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—
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3,687,400
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3,687,400
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4,605,500
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3,179,500
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Belgium
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3,385,200
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2,072,100
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4,743,500
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1,664,400
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164,700
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1,701,900
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1,866,600
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1,212,500
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2,808,400
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Switzerland (9)
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2,372,800
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1,038,800
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2,179,800
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661,400
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418,700
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593,200
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1,011,900
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506,500
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200,700
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Ireland
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939,900
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435,400
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993,700
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378,200
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—
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280,400
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280,400
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335,100
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97,600
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Poland
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3,547,800
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1,483,800
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3,167,600
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1,229,600
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196,600
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1,067,000
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1,263,600
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674,400
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9,000
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Slovakia
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619,000
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193,000
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399,000
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140,600
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28,800
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142,500
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171,300
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87,100
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—
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Total
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25,759,100
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10,741,200
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25,047,500
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9,345,200
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808,800
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7,472,400
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8,281,200
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7,421,100
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6,295,200
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(1)
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Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially extending the distribution plant. 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. 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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Fixed-Line Customer Relationships are the number of customers who receive at least one of our broadband internet, video or telephony services that we count as Revenue Generating Units (RGUs), without regard to which or to how many services they subscribe. Fixed-Line 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 Fixed-Line Customer Relationships. We exclude mobile-only customers from Fixed-Line Customer Relationships.
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(3)
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RGU is separately a Basic Video Subscriber, Enhanced Video 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, 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 RGU counts exclude our separately reported postpaid and prepaid mobile subscribers.
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(4)
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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 70,400 subscribers who have requested and received this service.
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(5)
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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. We have approximately 27,900 “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.
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(6)
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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.
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(7)
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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 183,300 subscribers who have requested and received this service.
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(8)
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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 Subscriber. Alternatively, a subscriber who has a voice and data plan for a mobile handset and a data plan for a laptop would be counted as two Mobile Subscribers. Customers who do not pay a recurring monthly fee are excluded from our Mobile Subscriber counts after periods of inactivity ranging from 30 to 90 days, based on industry standards within the respective country. In a number of countries, our Mobile Subscribers receive mobile services pursuant to prepaid contracts. As of December 31, 2019, our Mobile Subscriber count included 444,600 and 263,900 prepaid Mobile Subscribers in Belgium and the U.K., respectively.
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(9)
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Pursuant to service agreements, Switzerland offers broadband internet, enhanced video 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, 2019, Switzerland’s partner networks account for 118,300 Fixed-Line Customer Relationships, 299,300 RGUs, which include 109,400 Internet Subscribers, 104,200 Enhanced Video Subscribers and 85,700 Telephony Subscribers.
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(1)
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Our U.K. operations agreed to a new MVNO agreement with Vodafone U.K. in November 2019, however, the MVNO arrangement with EE will continue until the end of 2021 by which time the full migration to the Vodafone U.K. network is expected to be complete.
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(2)
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Our Switzerland operations completed migration to the Swisscom AG (Swisscom) network in the beginning of 2019, and also have the right to access the Sunrise Communications Group AG (Sunrise) network as a secondary option.
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VoIP and circuit-switch telephony, hosted private branch exchange solutions and conferencing options;
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data services for internet access, virtual private networks and high capacity point-to-point services;
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wireless services for mobile voice and data, as well as managed WiFi networks;
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video programming packages and select channel lineups for targeted industries; and
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value added services, including webhosting, managed security systems and storage and cloud enabled software.
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recapturing bandwidth and optimizing our networks by:
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◦
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increasing the number of nodes in our markets;
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increasing the bandwidth of our hybrid fiber coaxial cable network to 1 GHz;
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converting analog channels to digital;
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deploying additional DOCSIS 3.1 channels;
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replacing copper lines with modern optic fibers; and
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using digital compression technologies.
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freeing spectrum for high-speed internet, VoD and other services by encouraging customers to move from analog to digital services;
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increasing the efficiency of our networks by moving headend functions (encoding, transcoding and multiplexing) to cloud storage systems;
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enhancing our network to accommodate business services;
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using wireless technologies to extend our services outside of the home;
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offering remote access to our video services through laptops, smart phones and tablets;
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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
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testing new technologies.
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proposition (exceeding our customers' entertainment desires and expectations);
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product (delivering the best content available);
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procurement (investment in the best brands, shows and sports); and
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partnering (strategic alignment, acquisitions and growth opportunities).
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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 300 Mbps by March 2020 to up to 2.7 million premises using G.fast technology, a DSL standard applied over copper local loops. While this is scaled back from its original intention, BT has refocused its efforts to rollout a FTTx service supporting 1 Gbps to four million homes and businesses by March 2021 with current plans to build FTTx in 103 locations, with a target to cover 15 million homes by 2025. As a result of these objectives, BT has launched a range of ultrafast consumer packages offering speeds of up to 145 Mbps and 300 Mbps, respectively, using a combination of G.fast and FTTx technology, which are currently available to 4.9 million U.K. homes.
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•
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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 reached nearly 80% of the total population by year-end 2018 based on the BIPT 2018 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.
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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
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•
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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.
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•
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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.
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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, offering a full suite of fixed and mobile connectivity as well as entertainment offers. Although its presence is limited, Salt focuses on value propositions by including TV within their bundles. In this saturated market, price competition and high promotional intensity are significant factors. 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). UPC Switzerland also uses its high-speed internet service with speeds of up to 1 Gbps to promote its extended digital tier bundles and offer mobile services.
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•
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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
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•
|
Significant Market Power. Specific 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 purposes of the Code, an operator or service provider will be deemed to have “Significant Market Power” where, either individually or jointly with others, it enjoys a position of significant economic strength affording it the power to behave to an appreciable extent independently of competitors, customers and consumers.
|
•
|
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 different among 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 retail roaming tariffs beginning in June 2017 and introduced wholesale roaming price caps. In 2019, the E.U. also introduced caps on wholesale rates for intra-E.U. calls (i.e. calls from the users’ Member State of residence to another Member State) to bring these in line with the wholesale roaming caps.
|
•
|
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;
|
•
|
shortages of labor necessary to conduct our business, including our Network Extensions in the U.K.;
|
•
|
disruption to our U.K. supply chain and related increased cost of supplies;
|
•
|
a weakened U.K. economy resulting in decreased consumer demand for our products and services in the U.K.;
|
•
|
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
|
|
December 31,
|
||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liberty Global - Class A
|
$
|
84.37
|
|
|
$
|
69.39
|
|
|
$
|
81.30
|
|
|
$
|
48.41
|
|
|
$
|
51.58
|
|
Liberty Global - Class B
|
$
|
80.13
|
|
|
$
|
61.99
|
|
|
$
|
70.08
|
|
|
$
|
41.40
|
|
|
$
|
44.83
|
|
Liberty Global - Class C
|
$
|
84.39
|
|
|
$
|
70.30
|
|
|
$
|
80.10
|
|
|
$
|
48.86
|
|
|
$
|
51.59
|
|
ICB 6500 Telecommunications
|
$
|
103.59
|
|
|
$
|
128.22
|
|
|
$
|
128.09
|
|
|
$
|
119.36
|
|
|
$
|
150.83
|
|
Nasdaq US Benchmark TR Index
|
$
|
100.48
|
|
|
$
|
113.55
|
|
|
$
|
137.83
|
|
|
$
|
130.33
|
|
|
$
|
170.96
|
|
|
December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
in millions
|
||||||||||||||||||
Summary Balance Sheet Data (a):
|
|
||||||||||||||||||
Investments
|
$
|
4,782.0
|
|
|
$
|
5,121.8
|
|
|
$
|
6,671.4
|
|
|
$
|
6,388.7
|
|
|
$
|
2,839.3
|
|
Property and equipment, net
|
$
|
13,843.4
|
|
|
$
|
13,878.9
|
|
|
$
|
14,149.0
|
|
|
$
|
12,235.4
|
|
|
$
|
15,676.6
|
|
Goodwill
|
$
|
14,052.1
|
|
|
$
|
13,715.8
|
|
|
$
|
14,354.1
|
|
|
$
|
12,763.9
|
|
|
$
|
21,801.0
|
|
Total assets (including discontinued operations)
|
$
|
49,046.3
|
|
|
$
|
53,153.6
|
|
|
$
|
57,596.8
|
|
|
$
|
68,684.1
|
|
|
$
|
67,645.2
|
|
Debt and finance lease obligations, including current portion
|
$
|
28,182.5
|
|
|
$
|
29,805.2
|
|
|
$
|
32,644.5
|
|
|
$
|
28,843.6
|
|
|
$
|
35,955.7
|
|
Total equity
|
$
|
13,198.6
|
|
|
$
|
4,148.3
|
|
|
$
|
6,393.0
|
|
|
$
|
14,732.0
|
|
|
$
|
10,174.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
in millions, except per share amounts
|
||||||||||||||||||
Summary Statement of Operations Data (a):
|
|
||||||||||||||||||
Revenue
|
$
|
11,541.5
|
|
|
$
|
11,957.9
|
|
|
$
|
11,276.4
|
|
|
$
|
13,731.1
|
|
|
$
|
13,680.0
|
|
Operating income
|
$
|
745.5
|
|
|
$
|
839.1
|
|
|
$
|
792.4
|
|
|
$
|
1,570.1
|
|
|
$
|
1,189.1
|
|
Earnings (loss) from continuing operations
|
$
|
(1,409.0
|
)
|
|
$
|
(1,411.5
|
)
|
|
$
|
(2,350.0
|
)
|
|
$
|
1,650.3
|
|
|
$
|
(1,456.6
|
)
|
Earnings (loss) from continuing operations attributable to Liberty Global shareholders
|
$
|
(1,525.8
|
)
|
|
$
|
(1,532.0
|
)
|
|
$
|
(2,421.4
|
)
|
|
$
|
1,624.5
|
|
|
$
|
(1,546.3
|
)
|
Basic earnings (loss) from continuing operations attributable to Liberty Global shareholders per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Liberty Global Shares (b)
|
$
|
(2.16
|
)
|
|
$
|
(1.97
|
)
|
|
$
|
(2.86
|
)
|
|
$
|
1.83
|
|
|
$
|
(1.79
|
)
|
Old Liberty Global Shares (c)
|
|
|
|
|
|
|
|
|
$
|
(1.75
|
)
|
||||||||
Diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Liberty Global Shares (b)
|
$
|
(2.16
|
)
|
|
$
|
(1.97
|
)
|
|
$
|
(2.86
|
)
|
|
$
|
1.81
|
|
|
$
|
(1.79
|
)
|
Old Liberty Global Shares (c)
|
|
|
|
|
|
|
|
|
$
|
(1.75
|
)
|
(a)
|
Our continuing operations completed a number of acquisitions during the years presented, the most significant of which was BASE on February 11, 2016. 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, 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, and on July 31, 2019, we completed the sale of the Vodafone Disposal Group. Accordingly, the selected financial data included in this table presents the LiLAC Group and Vodafone Disposal 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 Split-off Transaction, as further described in note 14 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, 2019 and 2018.
|
•
|
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,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
6,600.3
|
|
|
$
|
6,875.1
|
|
|
$
|
(274.8
|
)
|
|
(4.0
|
)
|
|
$
|
28.9
|
|
|
0.4
|
|
Belgium
|
2,893.0
|
|
|
2,993.6
|
|
|
(100.6
|
)
|
|
(3.4
|
)
|
|
(46.9
|
)
|
|
(1.5
|
)
|
||||
Switzerland
|
1,258.8
|
|
|
1,326.0
|
|
|
(67.2
|
)
|
|
(5.1
|
)
|
|
(47.4
|
)
|
|
(3.6
|
)
|
||||
Central and Eastern Europe
|
475.4
|
|
|
492.2
|
|
|
(16.8
|
)
|
|
(3.4
|
)
|
|
13.5
|
|
|
2.7
|
|
||||
Central and Corporate (a)
|
316.4
|
|
|
274.2
|
|
|
42.2
|
|
|
15.4
|
|
|
(36.1
|
)
|
|
(9.8
|
)
|
||||
Intersegment eliminations
|
(2.4
|
)
|
|
(3.2
|
)
|
|
0.8
|
|
|
N.M.
|
|
|
0.8
|
|
|
N.M.
|
|
||||
Total
|
$
|
11,541.5
|
|
|
$
|
11,957.9
|
|
|
$
|
(416.4
|
)
|
|
(3.5
|
)
|
|
$
|
(87.2
|
)
|
|
(0.7
|
)
|
(a)
|
Amounts primarily include revenue earned from transition and other services provided to the VodafoneZiggo JV and various third parties. In addition, the amount for 2018 includes revenue associated with a wholesale handset program that was discontinued on December 31, 2018. 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)
|
$
|
42.4
|
|
|
$
|
—
|
|
|
$
|
42.4
|
|
ARPU (b)
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|||
Decrease in residential cable non-subscription revenue (c)
|
—
|
|
|
(15.5
|
)
|
|
(15.5
|
)
|
|||
Total increase (decrease) in residential cable revenue
|
55.0
|
|
|
(15.5
|
)
|
|
39.5
|
|
|||
Increase (decrease) in residential mobile revenue (d)
|
2.1
|
|
|
(11.7
|
)
|
|
(9.6
|
)
|
|||
Increase (decrease) in B2B revenue (e)
|
13.5
|
|
|
(16.8
|
)
|
|
(3.3
|
)
|
|||
Increase in other revenue
|
—
|
|
|
2.3
|
|
|
2.3
|
|
|||
Total organic increase (decrease)
|
70.6
|
|
|
(41.7
|
)
|
|
28.9
|
|
|||
Impact of FX
|
(238.0
|
)
|
|
(65.7
|
)
|
|
(303.7
|
)
|
|||
Total
|
$
|
(167.4
|
)
|
|
$
|
(107.4
|
)
|
|
$
|
(274.8
|
)
|
(a)
|
The increase in residential cable subscription revenue related to a change in the average number of RGUs is attributable to the net effect of (i) an increase in the average number of broadband internet and fixed-line telephony RGUs and (ii) a decrease in the average number of video RGUs.
|
(b)
|
The increase in residential cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) a net increase due to (a) higher ARPU from video and broadband internet services and (b) lower ARPU from fixed-line telephony services and (ii) an adverse change in RGU mix.
|
(c)
|
The decrease in residential cable non-subscription revenue is primarily attributable to our operations in the U.K., including (i) a decrease in revenue from late fees and (ii) lower installation revenue.
|
(d)
|
The increase in residential mobile subscription revenue is primarily due to an increase in the average number of mobile subscribers, partially offset by lower ARPU in the U.K. The decrease in residential mobile non-subscription revenue is primarily attributable to our operations in the U.K., including the net effect of (i) a decrease in revenue from mobile handset sales, which typically generate relatively low margins, and (ii) $7.8 million of revenue recognized during 2019 in connection with the sale of rights to future commission payments on customer handset insurance arrangements.
|
(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 decrease in B2B non-subscription revenue is primarily attributable to our operations in the U.K., including the net effect of (i) an increase in upfront revenue recognized in association with long-term leases of a portion of our network, (ii) lower revenue from data services, (iii) a decrease in installation revenue, (iv) a decrease in revenue related to business network services and (v) lower revenue from wholesale fixed-line telephony 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)
|
$
|
(75.5
|
)
|
|
$
|
—
|
|
|
$
|
(75.5
|
)
|
ARPU (b)
|
54.2
|
|
|
—
|
|
|
54.2
|
|
|||
Decrease in residential cable non-subscription revenue (c)
|
—
|
|
|
(8.9
|
)
|
|
(8.9
|
)
|
|||
Total decrease in residential cable revenue
|
(21.3
|
)
|
|
(8.9
|
)
|
|
(30.2
|
)
|
|||
Increase (decrease) in residential mobile revenue (d)
|
(24.3
|
)
|
|
23.0
|
|
|
(1.3
|
)
|
|||
Increase (decrease) in B2B revenue (e)
|
31.7
|
|
|
(47.1
|
)
|
|
(15.4
|
)
|
|||
Total organic decrease
|
(13.9
|
)
|
|
(33.0
|
)
|
|
(46.9
|
)
|
|||
Impact of acquisitions
|
1.1
|
|
|
103.9
|
|
|
105.0
|
|
|||
Impact of FX
|
(117.5
|
)
|
|
(41.2
|
)
|
|
(158.7
|
)
|
|||
Total
|
$
|
(130.3
|
)
|
|
$
|
29.7
|
|
|
$
|
(100.6
|
)
|
(a)
|
The decrease in residential cable subscription revenue related to a change in the average number of RGUs is attributable to a decline 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 primarily attributable to (i) higher ARPU from broadband internet and video services and (ii) an improvement in RGU mix.
|
(c)
|
The decrease in residential cable non-subscription revenue is primarily due to (i) lower revenue from equipment sales, (ii) lower interconnect revenue and (iii) a decrease in revenue from late fees.
|
(d)
|
The decrease in residential mobile subscription revenue is primarily attributable to lower ARPU. The increase in residential mobile non-subscription revenue is primarily due to an increase in revenue from the sale of mobile handsets and other devices.
|
(e)
|
The increase in B2B subscription revenue is primarily attributable to the net effect of (i) an increase in the average number of SOHO subscribers and (ii) lower ARPU from mobile SOHO services. The decrease in B2B non-subscription revenue is primarily due to (a) lower revenue from wholesale services and (b) a decrease 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)
|
$
|
(70.1
|
)
|
|
$
|
—
|
|
|
$
|
(70.1
|
)
|
ARPU (b)
|
(13.4
|
)
|
|
—
|
|
|
(13.4
|
)
|
|||
Decrease in residential cable non-subscription revenue (c)
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Total decrease in residential cable revenue
|
(83.5
|
)
|
|
(0.2
|
)
|
|
(83.7
|
)
|
|||
Increase in residential mobile revenue (d)
|
14.9
|
|
|
13.9
|
|
|
28.8
|
|
|||
Increase in B2B revenue (e)
|
1.3
|
|
|
8.0
|
|
|
9.3
|
|
|||
Decrease in other revenue
|
—
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||
Total organic increase (decrease)
|
(67.3
|
)
|
|
19.9
|
|
|
(47.4
|
)
|
|||
Impact of acquisitions
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||
Impact of FX
|
(16.3
|
)
|
|
(4.5
|
)
|
|
(20.8
|
)
|
|||
Total
|
$
|
(82.6
|
)
|
|
$
|
15.4
|
|
|
$
|
(67.2
|
)
|
(a)
|
The decrease in residential cable subscription revenue related to a change in the average number of RGUs is primarily attributable to a decline in the average number of video and broadband internet RGUs.
|
(b)
|
The decrease in residential cable subscription revenue related to a change in ARPU is attributable to (i) a net decrease due to (a) lower ARPU from fixed-line telephony and video services and (b) higher ARPU from broadband internet services and (ii) an adverse change in RGU mix.
|
(c)
|
The decrease in residential cable non-subscription revenue is primarily attributable to the net effect of (i) a decrease in revenue associated with our Swiss sports channels and (ii) higher revenue from construction services provided to our partner networks.
|
(d)
|
The increase in residential mobile subscription revenue is primarily due to an increase in the average number of mobile subscribers. The increase in residential mobile non-subscription revenue is primarily attributable to an increase in revenue from mobile handset sales.
|
(e)
|
The increase in B2B non-subscription revenue is primarily due to higher revenue from wholesale fixed-line telephony 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)
|
$
|
13.5
|
|
|
$
|
—
|
|
|
$
|
13.5
|
|
ARPU (b)
|
(6.1
|
)
|
|
—
|
|
|
(6.1
|
)
|
|||
Decrease in residential cable non-subscription revenue
|
—
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|||
Total increase (decrease) in residential cable revenue
|
7.4
|
|
|
(1.3
|
)
|
|
6.1
|
|
|||
Increase in residential mobile revenue
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Increase in B2B revenue (c)
|
3.0
|
|
|
3.6
|
|
|
6.6
|
|
|||
Increase in other revenue
|
—
|
|
|
0.7
|
|
|
0.7
|
|
|||
Total organic increase
|
10.4
|
|
|
3.1
|
|
|
13.5
|
|
|||
Impact of FX
|
(28.5
|
)
|
|
(1.8
|
)
|
|
(30.3
|
)
|
|||
Total
|
$
|
(18.1
|
)
|
|
$
|
1.3
|
|
|
$
|
(16.8
|
)
|
(a)
|
The increase in residential cable subscription revenue related to a change in the average number of RGUs is primarily attributable to an increase in the average number of video and broadband internet RGUs, largely in Poland.
|
(b)
|
The decrease in residential cable subscription revenue related to a change in ARPU is primarily due to our operations in Poland, including (i) a net decrease due to (a) lower ARPU from video services and (b) higher ARPU from broadband internet services and (ii) an adverse change in RGU mix.
|
(c)
|
The increase in B2B subscription revenue is largely attributable to an increase in the average number of SOHO subscribers. The increase in B2B non-subscription revenue is primarily due to an increase in revenue from wholesale services in Poland.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2019
|
|
2018 (a)
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
2,800.5
|
|
|
$
|
2,995.5
|
|
|
$
|
(195.0
|
)
|
|
(6.5
|
)
|
|
$
|
(70.0
|
)
|
|
(2.3
|
)
|
Belgium
|
1,386.1
|
|
|
1,480.0
|
|
|
(93.9
|
)
|
|
(6.3
|
)
|
|
(30.5
|
)
|
|
(2.0
|
)
|
||||
Switzerland
|
627.9
|
|
|
712.0
|
|
|
(84.1
|
)
|
|
(11.8
|
)
|
|
(73.7
|
)
|
|
(10.4
|
)
|
||||
Central and Eastern Europe
|
215.0
|
|
|
233.6
|
|
|
(18.6
|
)
|
|
(8.0
|
)
|
|
(5.4
|
)
|
|
(2.3
|
)
|
||||
Central and Corporate
|
(171.1
|
)
|
|
(257.8
|
)
|
|
86.7
|
|
|
33.6
|
|
|
4.5
|
|
|
2.5
|
|
||||
Intersegment eliminations
|
1.1
|
|
|
(11.8
|
)
|
|
12.9
|
|
|
N.M.
|
|
|
12.9
|
|
|
N.M.
|
|
||||
Total
|
$
|
4,859.5
|
|
|
$
|
5,151.5
|
|
|
$
|
(292.0
|
)
|
|
(5.7
|
)
|
|
$
|
(162.2
|
)
|
|
(3.1
|
)
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2018 (a)
|
|
2017 (a)
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
pro forma (b)
|
|
|
|
|
|
|
|
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
2,995.5
|
|
|
$
|
2,805.1
|
|
|
$
|
190.4
|
|
|
6.8
|
|
|
$
|
92.0
|
|
|
3.3
|
|
Belgium
|
1,480.0
|
|
|
1,296.6
|
|
|
183.4
|
|
|
14.1
|
|
|
105.8
|
|
|
8.1
|
|
||||
Switzerland
|
712.0
|
|
|
797.4
|
|
|
(85.4
|
)
|
|
(10.7
|
)
|
|
(90.4
|
)
|
|
(11.3
|
)
|
||||
Central and Eastern Europe
|
233.6
|
|
|
220.9
|
|
|
12.7
|
|
|
5.7
|
|
|
3.2
|
|
|
1.4
|
|
||||
Central and Corporate
|
(257.8
|
)
|
|
(317.3
|
)
|
|
59.5
|
|
|
18.8
|
|
|
49.7
|
|
|
14.8
|
|
||||
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
|
|
(a)
|
Amounts have been revised to reflect the retrospective impact of the Centrally-held Cost Allocation, as further described in note 20 to our consolidated financial statements.
|
(b)
|
As further described in note 2 to our consolidated financial statements, we adopted ASU 2014-09 on January 1, 2018 using the cumulative effect transition method. In order to provide a more meaningful comparison, Adjusted OIBDA for 2017 is 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.
|
|
Year ended December 31,
|
||||
|
2019
|
|
2018 (a)
|
|
2017 (a)(b)
|
|
%
|
||||
|
|
|
|
|
|
U.K./Ireland
|
42.4
|
|
43.6
|
|
43.9
|
Belgium
|
47.9
|
|
49.4
|
|
45.3
|
Switzerland
|
49.9
|
|
53.7
|
|
58.4
|
Central and Eastern Europe
|
45.2
|
|
47.5
|
|
47.4
|
(a)
|
Amounts have been revised to reflect the retrospective impact of the Centrally-held Cost Allocation, as further described in note 20 to our consolidated financial statements.
|
(b)
|
As further described in note 2 to our consolidated financial statements, we adopted ASU 2014-09 on January 1, 2018 using the cumulative effect transition method. In order to provide a more meaningful comparison, Adjusted OIBDA margins for 2017 are 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.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
Residential revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential cable revenue (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Broadband internet
|
$
|
3,187.4
|
|
|
$
|
3,226.6
|
|
|
$
|
(39.2
|
)
|
|
(1.2
|
)
|
|
$
|
105.9
|
|
|
3.3
|
|
Video
|
2,723.9
|
|
|
2,863.2
|
|
|
(139.3
|
)
|
|
(4.9
|
)
|
|
(18.5
|
)
|
|
(0.6
|
)
|
||||
Fixed-line telephony
|
1,413.2
|
|
|
1,607.8
|
|
|
(194.6
|
)
|
|
(12.1
|
)
|
|
(129.8
|
)
|
|
(8.1
|
)
|
||||
Total subscription revenue
|
7,324.5
|
|
|
7,697.6
|
|
|
(373.1
|
)
|
|
(4.8
|
)
|
|
(42.4
|
)
|
|
(0.6
|
)
|
||||
Non-subscription revenue
|
198.1
|
|
|
279.1
|
|
|
(81.0
|
)
|
|
(29.0
|
)
|
|
(72.7
|
)
|
|
(26.2
|
)
|
||||
Total residential cable revenue
|
7,522.6
|
|
|
7,976.7
|
|
|
(454.1
|
)
|
|
(5.7
|
)
|
|
(115.1
|
)
|
|
(1.4
|
)
|
||||
Residential mobile revenue (c):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b)
|
932.1
|
|
|
983.5
|
|
|
(51.4
|
)
|
|
(5.2
|
)
|
|
(7.3
|
)
|
|
(0.7
|
)
|
||||
Non-subscription revenue
|
688.2
|
|
|
694.8
|
|
|
(6.6
|
)
|
|
(0.9
|
)
|
|
25.5
|
|
|
3.7
|
|
||||
Total residential mobile revenue
|
1,620.3
|
|
|
1,678.3
|
|
|
(58.0
|
)
|
|
(3.5
|
)
|
|
18.2
|
|
|
1.1
|
|
||||
Total residential revenue
|
9,142.9
|
|
|
9,655.0
|
|
|
(512.1
|
)
|
|
(5.3
|
)
|
|
(96.9
|
)
|
|
(1.0
|
)
|
||||
B2B revenue (d):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue
|
472.5
|
|
|
446.4
|
|
|
26.1
|
|
|
5.8
|
|
|
49.5
|
|
|
11.1
|
|
||||
Non-subscription revenue
|
1,441.5
|
|
|
1,537.1
|
|
|
(95.6
|
)
|
|
(6.2
|
)
|
|
(50.0
|
)
|
|
(3.3
|
)
|
||||
Total B2B revenue
|
1,914.0
|
|
|
1,983.5
|
|
|
(69.5
|
)
|
|
(3.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
||||
Other revenue (e)
|
484.6
|
|
|
319.4
|
|
|
165.2
|
|
|
51.7
|
|
|
10.2
|
|
|
1.8
|
|
||||
Total
|
$
|
11,541.5
|
|
|
$
|
11,957.9
|
|
|
$
|
(416.4
|
)
|
|
(3.5
|
)
|
|
$
|
(87.2
|
)
|
|
(0.7
|
)
|
(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 $247.4 million and $253.6 million during 2019 and 2018, respectively.
|
(d)
|
B2B subscription revenue represents revenue from SOHO subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with broadband internet, video, 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, (i) revenue earned from the JV Services and the sale of customer premises equipment to the VodafoneZiggo JV, (ii) revenue earned from transitional and other services provided to various third parties and (iii) broadcasting revenue in Ireland.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
2,058.3
|
|
|
$
|
2,101.3
|
|
|
$
|
(43.0
|
)
|
|
(2.0
|
)
|
|
$
|
51.9
|
|
|
2.5
|
|
Belgium
|
694.5
|
|
|
680.5
|
|
|
14.0
|
|
|
2.1
|
|
|
(2.8
|
)
|
|
(0.4
|
)
|
||||
Switzerland
|
265.9
|
|
|
253.0
|
|
|
12.9
|
|
|
5.1
|
|
|
17.9
|
|
|
7.1
|
|
||||
Central and Eastern Europe
|
116.1
|
|
|
111.2
|
|
|
4.9
|
|
|
4.4
|
|
|
12.4
|
|
|
11.2
|
|
||||
Central and Corporate
|
104.3
|
|
|
100.0
|
|
|
4.3
|
|
|
4.3
|
|
|
2.3
|
|
|
2.1
|
|
||||
Intersegment eliminations
|
(0.4
|
)
|
|
0.1
|
|
|
(0.5
|
)
|
|
N.M.
|
|
|
(0.5
|
)
|
|
N.M.
|
|
||||
Total
|
$
|
3,238.7
|
|
|
$
|
3,246.1
|
|
|
$
|
(7.4
|
)
|
|
(0.2
|
)
|
|
$
|
81.2
|
|
|
2.5
|
|
•
|
An increase in programming and copyright costs of $54.5 million or 3.3% due to higher costs for certain premium and/or basic content, primarily due to increases in U.K./Ireland and Poland that were only partially offset by a decrease in Switzerland;
|
•
|
The impact of the classification of costs associated with the delivery of certain transitional services provided by Central and Corporate to various third parties in connection with our recent dispositions. Beginning on the effective dates of the underlying agreements, these costs became direct costs of services, which resulted in an increase of $34.1 million that was fully offset by a corresponding decrease in various other operating and SG&A expenses within Central and Corporate;
|
•
|
An increase in mobile handset and other device costs of $21.0 million or 5.6%, primarily due to the net effect of (i) higher sales volumes, as increases in Belgium and Switzerland were only partially offset by a decrease in U.K./Ireland, and (ii) a lower average cost per handset sold in U.K./Ireland; and
|
•
|
An increase in interconnect and access costs of $10.4 million or 1.2%, primarily due to (i) higher costs of $5.3 million due to the impact of a credit recorded during the second quarter of 2018 in connection with a telecommunications operator’s agreement to compensate communications providers, including Virgin Media, for certain contractual breaches related to network charges, (ii) higher lease and B2B data costs, primarily due to increases in Switzerland and U.K./Ireland that were only partially offset by a decrease in Belgium, (iii) higher MVNO costs, primarily in Switzerland, and (iv) higher interconnect and roaming costs, as increases in U.K./Ireland and Switzerland were only partially offset by a decrease in Belgium.
|
|
Year ended December 31,
|
|
Decrease
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2019
|
|
2018 (a)
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
904.0
|
|
|
$
|
913.2
|
|
|
$
|
(9.2
|
)
|
|
(1.0
|
)
|
|
$
|
33.6
|
|
|
3.7
|
|
Belgium
|
389.1
|
|
|
408.5
|
|
|
(19.4
|
)
|
|
(4.7
|
)
|
|
(1.1
|
)
|
|
(0.3
|
)
|
||||
Switzerland
|
178.9
|
|
|
186.3
|
|
|
(7.4
|
)
|
|
(4.0
|
)
|
|
(5.7
|
)
|
|
(3.0
|
)
|
||||
Central and Eastern Europe
|
70.9
|
|
|
72.8
|
|
|
(1.9
|
)
|
|
(2.6
|
)
|
|
2.9
|
|
|
4.0
|
|
||||
Central and Corporate
|
102.2
|
|
|
125.5
|
|
|
(23.3
|
)
|
|
(18.6
|
)
|
|
(27.1
|
)
|
|
(20.4
|
)
|
||||
Intersegment eliminations
|
(7.7
|
)
|
|
6.5
|
|
|
(14.2
|
)
|
|
N.M.
|
|
|
(14.2
|
)
|
|
N.M.
|
|
||||
Total other operating expenses excluding share-based compensation expense
|
1,637.4
|
|
|
1,712.8
|
|
|
(75.4
|
)
|
|
(4.4
|
)
|
|
$
|
(11.6
|
)
|
|
(0.7
|
)
|
|||
Share-based compensation expense
|
3.9
|
|
|
4.4
|
|
|
(0.5
|
)
|
|
(11.4
|
)
|
|
|
|
|
||||||
Total
|
$
|
1,641.3
|
|
|
$
|
1,717.2
|
|
|
$
|
(75.9
|
)
|
|
(4.4
|
)
|
|
|
|
|
(a)
|
Amounts have been revised to reflect the retrospective impact of the Centrally-held Cost Allocation, as further described in note 20 to our consolidated financial statements.
|
•
|
An increase in network infrastructure charges in U.K./Ireland of $42.2 million following an increase in the rateable value of certain of Virgin Media’s assets. For additional information, see “Other Regulatory Issues” in note 19 to our consolidated financial statements;
|
•
|
A decrease in personnel costs of $19.0 million or 3.7%, primarily due to the net effect of (i) lower staffing levels, primarily due to decreases in U.K./Ireland and Central and Corporate that were only partially offset by increases in Switzerland and Belgium, (ii) lower capitalizable labor activities, primarily in U.K./Ireland, (iii) a decrease in temporary personnel costs, primarily in U.K./Ireland, and (iv) higher average costs per employee, primarily due to an increase in U.K./Ireland that was only partially offset by decreases in Belgium and Switzerland; and
|
•
|
A decrease in customer service costs of $16.5 million or 5.9%, primarily due to the net effect of (i) lower call center costs, primarily in Belgium and U.K./Ireland, and (ii) an increase in customer premises equipment refurbishment, inventory management and other supply chain costs, primarily due to an increase in U.K./Ireland that was only partially offset by a decrease in Switzerland.
|
|
Year ended December 31,
|
|
Increase (decrease)
|
|
Organic
increase (decrease)
|
||||||||||||||||
|
2019
|
|
2018 (a)
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
837.5
|
|
|
$
|
865.1
|
|
|
$
|
(27.6
|
)
|
|
(3.2
|
)
|
|
$
|
13.4
|
|
|
1.5
|
|
Belgium
|
423.3
|
|
|
424.6
|
|
|
(1.3
|
)
|
|
(0.3
|
)
|
|
(12.5
|
)
|
|
(2.7
|
)
|
||||
Switzerland
|
186.1
|
|
|
174.7
|
|
|
11.4
|
|
|
6.5
|
|
|
14.1
|
|
|
8.0
|
|
||||
Central and Eastern Europe
|
73.4
|
|
|
74.6
|
|
|
(1.2
|
)
|
|
(1.6
|
)
|
|
3.6
|
|
|
4.8
|
|
||||
Central and Corporate
|
281.0
|
|
|
306.5
|
|
|
(25.5
|
)
|
|
(8.3
|
)
|
|
(15.8
|
)
|
|
(5.2
|
)
|
||||
Intersegment eliminations
|
4.6
|
|
|
2.0
|
|
|
2.6
|
|
|
N.M.
|
|
|
2.6
|
|
|
N.M.
|
|
||||
Total SG&A expenses excluding share-based compensation expense
|
1,805.9
|
|
|
1,847.5
|
|
|
(41.6
|
)
|
|
(2.3
|
)
|
|
$
|
5.4
|
|
|
0.3
|
|
|||
Share-based compensation expense
|
301.9
|
|
|
201.6
|
|
|
100.3
|
|
|
49.8
|
|
|
|
|
|
||||||
Total
|
$
|
2,107.8
|
|
|
$
|
2,049.1
|
|
|
$
|
58.7
|
|
|
2.9
|
|
|
|
|
|
(a)
|
Amounts have been revised to reflect the retrospective impact of the Centrally-held Cost Allocation, as further described in note 20 to our consolidated financial statements.
|
|
Year ended December 31,
|
|
Decrease
|
|
Organic increase (decrease)
|
|||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
|
in millions, except percentages
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
General and administrative (a)
|
$
|
1,400.4
|
|
|
$
|
1,427.6
|
|
|
$
|
(27.2
|
)
|
|
(1.9
|
)
|
|
$
|
4.8
|
|
|
0.3
|
External sales and marketing
|
405.5
|
|
|
419.9
|
|
|
(14.4
|
)
|
|
(3.4
|
)
|
|
0.6
|
|
|
0.1
|
||||
Total
|
$
|
1,805.9
|
|
|
$
|
1,847.5
|
|
|
$
|
(41.6
|
)
|
|
(2.3
|
)
|
|
$
|
5.4
|
|
|
0.3
|
(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.
|
•
|
An increase in personnel costs of $29.8 million or 3.7%, primarily due to the net effect of (i) higher incentive compensation costs, primarily in Central and Corporate, (ii) higher average costs per employee, primarily in U.K./Ireland, (iii) a decrease in temporary personnel costs, primarily due to decreases in Belgium and U.K./Ireland that were only partially offset by increases in Switzerland and Central and Corporate, and (iv) higher staffing levels, as increases in Belgium and Switzerland were only partially offset by decreases in U.K./Ireland and Central and Corporate. A portion of the higher average costs
|
•
|
A decrease in business service and certain other costs of $4.6 million or 2.5%, primarily due to the net effect of (i) lower costs of $9.4 million due to the impact of a reassessment of an accrual in U.K./Ireland during 2018 and (ii) higher consulting costs, primarily due to an increase in Belgium that was only partially offset by a decrease in Central and Corporate; and
|
•
|
A decrease in core network and information technology-related costs of $4.4 million or 2.1%, primarily due to lower information technology-related expenses in U.K./Ireland, Central and Corporate and Switzerland that were only partially offset by an increase in Belgium.
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
Liberty Global:
|
|
|
|
||||
Performance-based incentive awards (a)
|
$
|
134.5
|
|
|
$
|
50.8
|
|
Non-performance based incentive awards (b)
|
107.6
|
|
|
90.1
|
|
||
Other (c)
|
39.0
|
|
|
43.4
|
|
||
Total Liberty Global
|
281.1
|
|
|
184.3
|
|
||
Telenet share-based incentive awards (d)
|
15.6
|
|
|
19.6
|
|
||
Other
|
9.1
|
|
|
2.1
|
|
||
Total
|
$
|
305.8
|
|
|
$
|
206.0
|
|
Included in:
|
|
|
|
||||
Other operating expenses
|
$
|
3.9
|
|
|
$
|
4.4
|
|
Total SG&A expenses
|
301.9
|
|
|
201.6
|
|
||
Total
|
$
|
305.8
|
|
|
$
|
206.0
|
|
(a)
|
Includes share-based compensation expense related to (i) PSUs and (ii) in 2019, (a) the 2019 Challenge Performance Awards and (b) the performance-based portion of the 2019 CEO Performance Award.
|
(b)
|
The 2019 amount includes share-based compensation expense related to the RSAs issued under the 2019 CEO Performance Award.
|
(c)
|
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 have been or 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.
|
(d)
|
Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2019, included performance- and non-performance-based stock option awards with respect to 3,846,649 Telenet shares. These stock option awards had a weighted average exercise price of €43.82 ($49.20).
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Cross-currency and interest rate derivative contracts (a)
|
$
|
(207.3
|
)
|
|
$
|
905.8
|
|
Equity-related derivative instruments:
|
|
|
|
||||
ITV Collar
|
(84.4
|
)
|
|
176.7
|
|
||
Lionsgate Forward
|
13.0
|
|
|
30.1
|
|
||
Sumitomo Collar
|
—
|
|
|
(11.8
|
)
|
||
Other
|
8.0
|
|
|
2.5
|
|
||
Total equity-related derivative instruments (b)
|
(63.4
|
)
|
|
197.5
|
|
||
Foreign currency forward and option contracts
|
77.4
|
|
|
22.7
|
|
||
Other
|
1.3
|
|
|
(0.2
|
)
|
||
Total
|
$
|
(192.0
|
)
|
|
$
|
1,125.8
|
|
(a)
|
The loss during 2019 is attributable to (i) a net loss associated with changes in certain market interest rates and (ii) a net loss associated with changes in the relative value of certain currencies. In addition, the loss during 2019 includes a net gain of $16.6 million resulting from changes in our credit risk valuation adjustments. The gain during 2018 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 2018 includes a net loss of $71.1 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.
|
(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)
|
Amounts include the net effect of (i) interest income of $50.4 million and $59.6 million, respectively, representing 100% of the interest earned on the VodafoneZiggo JV Receivable and (ii) our 50% share of the remaining results of operations of the VodafoneZiggo JV. The summarized results of operations of the VodafoneZiggo JV are set forth below:
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Revenue
|
$
|
4,407.8
|
|
|
$
|
4,602.2
|
|
Adjusted OIBDA
|
$
|
1,987.7
|
|
|
$
|
2,009.7
|
|
Operating income (1)
|
$
|
119.1
|
|
|
$
|
130.6
|
|
Non-operating expense (2)
|
$
|
(631.6
|
)
|
|
$
|
(598.4
|
)
|
Net loss
|
$
|
(470.0
|
)
|
|
$
|
(91.6
|
)
|
(1)
|
Includes depreciation and amortization of $1,822.1 million and $1,833.6 million, respectively.
|
(2)
|
Includes interest expense of $647.3 million and $678.3 million, respectively.
|
Cash and cash equivalents held by:
|
|
||
Liberty Global and unrestricted subsidiaries:
|
|
||
Liberty Global (a)
|
$
|
6.7
|
|
Unrestricted subsidiaries (b)
|
7,951.2
|
|
|
Total Liberty Global and unrestricted subsidiaries
|
7,957.9
|
|
|
Borrowing groups (c):
|
|
||
Telenet
|
114.0
|
|
|
Virgin Media (d)
|
45.7
|
|
|
UPC Holding
|
24.8
|
|
|
Total borrowing groups
|
184.5
|
|
|
Total cash and cash equivalents
|
$
|
8,142.4
|
|
(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,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
3,714.1
|
|
|
$
|
3,985.0
|
|
|
$
|
(270.9
|
)
|
Net cash provided by investing activities
|
9,541.0
|
|
|
601.5
|
|
|
8,939.5
|
|
|||
Net cash used by financing activities
|
(6,922.3
|
)
|
|
(6,286.6
|
)
|
|
(635.7
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
0.4
|
|
|
(43.2
|
)
|
|
43.6
|
|
|||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
$
|
6,333.2
|
|
|
$
|
(1,743.3
|
)
|
|
$
|
8,076.5
|
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Property and equipment additions
|
$
|
2,880.5
|
|
|
$
|
3,705.6
|
|
Assets acquired under capital-related vendor financing arrangements
|
(1,727.0
|
)
|
|
(2,175.5
|
)
|
||
Assets acquired under finance leases
|
(66.9
|
)
|
|
(102.4
|
)
|
||
Changes in current liabilities related to capital expenditures
|
156.5
|
|
|
25.3
|
|
||
Capital expenditures, net
|
$
|
1,243.1
|
|
|
$
|
1,453.0
|
|
|
|
|
|
||||
Capital expenditures, net:
|
|
|
|
||||
Third-party payments
|
$
|
1,323.9
|
|
|
$
|
1,552.7
|
|
Proceeds received for transfers to related parties (a)
|
(80.8
|
)
|
|
(99.7
|
)
|
||
Total capital expenditures, net
|
$
|
1,243.1
|
|
|
$
|
1,453.0
|
|
(a)
|
Primarily relates to transfers of centrally-procured property and equipment to our discontinued operations and the VodafoneZiggo JV.
|
(a)
|
Amounts include interest payments related to debt that has been repaid in connection with the completion of the dispositions of the Vodafone Disposal Group and, for 2018, UPC Austria. These interest payments have not been allocated to discontinued operations.
|
(b)
|
The 2019 amount includes an adjustment to exclude from adjusted free cash flow a $50.4 million cash receipt associated with a termination fee received from Sunrise during the fourth quarter in connection with the termination of the Sunrise SPA.
|
(c)
|
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:
|
|
|
||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
in millions
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt (excluding interest)
|
$
|
3,796.9
|
|
|
$
|
1,791.3
|
|
|
$
|
652.8
|
|
|
$
|
184.4
|
|
|
$
|
799.4
|
|
|
$
|
20,423.3
|
|
|
$
|
27,648.1
|
|
Finance leases (excluding interest)
|
81.4
|
|
|
72.5
|
|
|
74.6
|
|
|
76.2
|
|
|
37.5
|
|
|
274.9
|
|
|
617.1
|
|
|||||||
Operating leases
|
126.6
|
|
|
98.1
|
|
|
81.0
|
|
|
68.5
|
|
|
56.7
|
|
|
203.6
|
|
|
634.5
|
|
|||||||
Programming commitments
|
1,165.0
|
|
|
887.4
|
|
|
355.3
|
|
|
17.5
|
|
|
14.2
|
|
|
30.4
|
|
|
2,469.8
|
|
|||||||
Network and connectivity commitments
|
715.3
|
|
|
313.3
|
|
|
98.3
|
|
|
46.9
|
|
|
39.9
|
|
|
736.1
|
|
|
1,949.8
|
|
|||||||
Purchase commitments
|
668.0
|
|
|
181.5
|
|
|
60.8
|
|
|
35.9
|
|
|
17.3
|
|
|
25.1
|
|
|
988.6
|
|
|||||||
Other commitments
|
30.0
|
|
|
3.4
|
|
|
2.0
|
|
|
0.3
|
|
|
0.3
|
|
|
1.0
|
|
|
37.0
|
|
|||||||
Total (a)
|
$
|
6,583.2
|
|
|
$
|
3,347.5
|
|
|
$
|
1,324.8
|
|
|
$
|
429.7
|
|
|
$
|
965.3
|
|
|
$
|
21,694.4
|
|
|
$
|
34,344.9
|
|
Projected cash interest payments on debt and finance lease obligations (b)
|
$
|
1,226.0
|
|
|
$
|
1,147.5
|
|
|
$
|
1,095.2
|
|
|
$
|
1,076.3
|
|
|
$
|
1,036.7
|
|
|
$
|
2,947.2
|
|
|
$
|
8,528.9
|
|
(a)
|
The commitments included in this table do not reflect any liabilities that are included on our December 31, 2019 consolidated balance sheet other than debt and lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ($572.0 million at December 31, 2019) 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, 2019. 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,
|
||||
|
2019
|
|
2018
|
||
Spot rates:
|
|
|
|
||
Euro
|
0.8906
|
|
|
0.8732
|
|
British pound sterling
|
0.7540
|
|
|
0.7846
|
|
Swiss franc
|
0.9664
|
|
|
0.9828
|
|
Polish zloty
|
3.7906
|
|
|
3.7454
|
|
|
Year ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Average rates:
|
|
|
|
|
|
|||
Euro
|
0.8933
|
|
|
0.8472
|
|
|
0.8852
|
|
British pound sterling
|
0.7835
|
|
|
0.7498
|
|
|
0.7767
|
|
Swiss franc
|
0.9937
|
|
|
0.9781
|
|
|
0.9847
|
|
Polish zloty
|
3.8388
|
|
|
3.6108
|
|
|
3.7766
|
|
(i)
|
an instantaneous increase (decrease) of 10% in the value of the Swiss franc and Polish zloty 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 €380 million ($427 million);
|
(ii)
|
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 €93 million ($104 million); and
|
(iii)
|
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 €78 million ($88 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 and interest rate derivative contracts by approximately €356 million ($400 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 and interest rate derivative contracts by approximately €96 million ($108 million).
|
|
Payments (receipts) due during:
|
|
Total
|
||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
|||||||||||||||
|
in millions
|
||||||||||||||||||||||||||
Projected derivative cash payments (receipts), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest-related (a)
|
$
|
82.3
|
|
|
$
|
(18.8
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
(37.6
|
)
|
|
$
|
(54.5
|
)
|
|
$
|
—
|
|
|
$
|
(44.1
|
)
|
Principal-related (b)
|
46.0
|
|
|
(66.8
|
)
|
|
(63.7
|
)
|
|
24.4
|
|
|
(51.0
|
)
|
|
(324.2
|
)
|
|
(435.3
|
)
|
|||||||
Other (c)
|
—
|
|
|
(54.3
|
)
|
|
(418.9
|
)
|
|
(163.7
|
)
|
|
—
|
|
|
—
|
|
|
(636.9
|
)
|
|||||||
Total
|
$
|
128.3
|
|
|
$
|
(139.9
|
)
|
|
$
|
(498.1
|
)
|
|
$
|
(176.9
|
)
|
|
$
|
(105.5
|
)
|
|
$
|
(324.2
|
)
|
|
$
|
(1,116.3
|
)
|
(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,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,142.4
|
|
|
$
|
1,480.5
|
|
Trade receivables, net
|
1,404.8
|
|
|
1,342.1
|
|
||
Derivative instruments (note 8)
|
331.1
|
|
|
394.2
|
|
||
Current assets of discontinued operations (note 6)
|
—
|
|
|
356.5
|
|
||
Other current assets (notes 4, 6 and 7)
|
695.0
|
|
|
568.1
|
|
||
Total current assets
|
10,573.3
|
|
|
4,141.4
|
|
||
Investments and related notes receivable (including $1,289.2 million and $1,174.8 million, respectively, measured at fair value on a recurring basis) (note 7)
|
4,782.0
|
|
|
5,121.8
|
|
||
Property and equipment, net (notes 10 and 12)
|
13,843.4
|
|
|
13,878.9
|
|
||
Goodwill (note 10)
|
14,052.1
|
|
|
13,715.8
|
|
||
Deferred tax assets (note 13)
|
2,457.4
|
|
|
2,488.2
|
|
||
Long-term assets of discontinued operations (note 6)
|
—
|
|
|
10,174.6
|
|
||
Other assets, net (notes 4, 6, 8, 10 and 12)
|
3,338.1
|
|
|
3,632.9
|
|
||
Total assets
|
$
|
49,046.3
|
|
|
$
|
53,153.6
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
963.9
|
|
|
$
|
874.3
|
|
Deferred revenue
|
834.9
|
|
|
847.1
|
|
||
Current portion of debt and finance lease obligations (notes 11 and 12)
|
3,877.2
|
|
|
3,615.2
|
|
||
Accrued capital expenditures
|
405.2
|
|
|
543.2
|
|
||
Current liabilities of discontinued operations (note 6)
|
—
|
|
|
1,967.5
|
|
||
Other accrued and current liabilities (notes 8, 12 and 16)
|
2,570.5
|
|
|
2,458.8
|
|
||
Total current liabilities
|
8,651.7
|
|
|
10,306.1
|
|
||
Long-term debt and finance lease obligations (notes 11 and 12)
|
24,305.3
|
|
|
26,190.0
|
|
||
Long-term liabilities of discontinued operations (note 6)
|
—
|
|
|
10,072.4
|
|
||
Other long-term liabilities (notes 8, 12, 13, 16 and 17)
|
2,890.7
|
|
|
2,436.8
|
|
||
Total liabilities
|
35,847.7
|
|
|
49,005.3
|
|
||
|
|
|
|
||||
Commitments and contingencies (notes 8, 11, 13, 17 and 19)
|
|
|
|
||||
|
|
|
|
||||
Equity (note 14):
|
|
|
|
||||
Liberty Global shareholders:
|
|
|
|
||||
Liberty Global Shares — Class A, $0.01 nominal value. Issued and outstanding 181,560,735 and 204,450,499 shares, respectively
|
1.8
|
|
|
2.0
|
|
||
Liberty Global Shares — Class B, $0.01 nominal value. Issued and outstanding 12,151,526 and 11,099,593 shares, respectively
|
0.1
|
|
|
0.1
|
|
||
Liberty Global Shares — Class C, $0.01 nominal value. Issued and outstanding 438,867,447 and 531,174,389 shares, respectively
|
4.4
|
|
|
5.3
|
|
||
Additional paid-in capital
|
6,136.9
|
|
|
9,214.5
|
|
||
Accumulated earnings (deficit)
|
6,350.4
|
|
|
(5,172.2
|
)
|
||
Accumulated other comprehensive earnings, net of taxes
|
1,112.7
|
|
|
631.8
|
|
||
Treasury shares, at cost
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Total Liberty Global shareholders
|
13,606.2
|
|
|
4,681.4
|
|
||
Noncontrolling interests
|
(407.6
|
)
|
|
(533.1
|
)
|
||
Total equity
|
13,198.6
|
|
|
4,148.3
|
|
||
Total liabilities and equity
|
$
|
49,046.3
|
|
|
$
|
53,153.6
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions, except share and per share amounts
|
||||||||||
|
|
|
|
|
|
||||||
Revenue (notes 4, 6, 7 and 20)
|
$
|
11,541.5
|
|
|
$
|
11,957.9
|
|
|
$
|
11,276.4
|
|
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
|
|
|
|
|
|
||||||
Programming and other direct costs of services
|
3,238.7
|
|
|
3,246.1
|
|
|
2,973.6
|
|
|||
Other operating (note 15)
|
1,641.3
|
|
|
1,717.2
|
|
|
1,659.5
|
|
|||
Selling, general and administrative (SG&A) (note 15)
|
2,107.8
|
|
|
2,049.1
|
|
|
1,980.4
|
|
|||
Depreciation and amortization (note 10)
|
3,652.2
|
|
|
3,858.2
|
|
|
3,790.6
|
|
|||
Impairment, restructuring and other operating items, net (notes 5, 16
and 17)
|
156.0
|
|
|
248.2
|
|
|
79.9
|
|
|||
|
10,796.0
|
|
|
11,118.8
|
|
|
10,484.0
|
|
|||
Operating income
|
745.5
|
|
|
839.1
|
|
|
792.4
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(1,385.9
|
)
|
|
(1,478.7
|
)
|
|
(1,416.1
|
)
|
|||
Realized and unrealized gains (losses) on derivative instruments, net (note 8)
|
(192.0
|
)
|
|
1,125.8
|
|
|
(1,052.8
|
)
|
|||
Foreign currency transaction gains (losses), net
|
(94.8
|
)
|
|
90.4
|
|
|
(181.5
|
)
|
|||
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net (notes 7, 9 and 11)
|
72.0
|
|
|
(384.5
|
)
|
|
43.4
|
|
|||
Losses on debt modification and extinguishment, net (note 11)
|
(216.7
|
)
|
|
(65.0
|
)
|
|
(252.2
|
)
|
|||
Share of results of affiliates, net (note 7)
|
(198.5
|
)
|
|
(8.7
|
)
|
|
(95.2
|
)
|
|||
Other income, net
|
114.4
|
|
|
43.4
|
|
|
50.9
|
|
|||
|
(1,901.5
|
)
|
|
(677.3
|
)
|
|
(2,903.5
|
)
|
|||
Earnings (loss) from continuing operations before income taxes
|
(1,156.0
|
)
|
|
161.8
|
|
|
(2,111.1
|
)
|
|||
Income tax expense (note 13)
|
(253.0
|
)
|
|
(1,573.3
|
)
|
|
(238.9
|
)
|
|||
Loss from continuing operations
|
(1,409.0
|
)
|
|
(1,411.5
|
)
|
|
(2,350.0
|
)
|
|||
Discontinued operations (note 6):
|
|
|
|
|
|
||||||
Earnings (loss) from discontinued operations, net of taxes
|
730.3
|
|
|
1,163.4
|
|
|
(370.6
|
)
|
|||
Gain on disposal of discontinued operations, net of taxes
|
12,316.9
|
|
|
1,098.1
|
|
|
—
|
|
|||
|
13,047.2
|
|
|
2,261.5
|
|
|
(370.6
|
)
|
|||
Net earnings (loss)
|
11,638.2
|
|
|
850.0
|
|
|
(2,720.6
|
)
|
|||
Net earnings attributable to noncontrolling interests
|
(116.8
|
)
|
|
(124.7
|
)
|
|
(57.5
|
)
|
|||
Net earnings (loss) attributable to Liberty Global shareholders
|
$
|
11,521.4
|
|
|
$
|
725.3
|
|
|
$
|
(2,778.1
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted loss from continuing operations attributable to Liberty Global shareholders per share (note 3)
|
$
|
(2.16
|
)
|
|
$
|
(1.97
|
)
|
|
$
|
(2.86
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic and diluted
|
705,794,546
|
|
|
778,675,957
|
|
|
847,894,601
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
11,638.2
|
|
|
$
|
850.0
|
|
|
$
|
(2,720.6
|
)
|
Other comprehensive earnings (loss), net of taxes (note 18):
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
435.5
|
|
|
(897.9
|
)
|
|
1,898.7
|
|
|||
Pension-related adjustments and other
|
(14.4
|
)
|
|
(20.0
|
)
|
|
15.7
|
|
|||
Other comprehensive earnings (loss) from continuing operations
|
421.1
|
|
|
(917.9
|
)
|
|
1,914.4
|
|
|||
Other comprehensive earnings (loss) from discontinued operations (note 6)
|
61.0
|
|
|
(106.1
|
)
|
|
30.4
|
|
|||
Other comprehensive earnings (loss)
|
482.1
|
|
|
(1,024.0
|
)
|
|
1,944.8
|
|
|||
Comprehensive earnings (loss)
|
12,120.3
|
|
|
(174.0
|
)
|
|
(775.8
|
)
|
|||
Comprehensive earnings attributable to noncontrolling interests
|
(118.0
|
)
|
|
(124.9
|
)
|
|
(59.2
|
)
|
|||
Comprehensive earnings (loss) attributable to Liberty Global shareholders
|
$
|
12,002.3
|
|
|
$
|
(298.9
|
)
|
|
$
|
(835.0
|
)
|
|
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 18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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 14)
|
(0.8
|
)
|
|
—
|
|
|
(2,947.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,948.2
|
)
|
|
—
|
|
|
(2,948.2
|
)
|
|||||||||
Share-based compensation (note 15)
|
—
|
|
|
—
|
|
|
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
|
||||||||||||||||||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||||||||||
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 18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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 14)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
|
(298.4
|
)
|
||||||||||
Repurchases by Telenet of its outstanding shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(294.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294.0
|
)
|
|
35.4
|
|
|
(258.6
|
)
|
||||||||||
Share-based compensation
(note 15)
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
|
Liberty Global shareholders
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||||||||||||||||||||||
|
Ordinary shares
|
|
Additional
paid-in
capital
|
|
Accumulated
earnings (deficit)
|
|
Accumulated
other
comprehensive
earnings,
net of taxes
|
|
Treasury shares,
at cost
|
|
Total Liberty Global
shareholders
|
|
|||||||||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class C
|
||||||||||||||||||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2019, before effect of accounting change
|
$
|
2.0
|
|
|
$
|
0.1
|
|
|
$
|
5.3
|
|
|
$
|
9,214.5
|
|
|
$
|
(5,172.2
|
)
|
|
$
|
631.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
4,681.4
|
|
|
$
|
(533.1
|
)
|
|
$
|
4,148.3
|
|
Accounting change (note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||||||||
Balance at January 1, 2019, as adjusted for accounting change
|
2.0
|
|
|
0.1
|
|
|
5.3
|
|
|
9,214.5
|
|
|
(5,171.0
|
)
|
|
631.8
|
|
|
(0.1
|
)
|
|
4,682.6
|
|
|
(533.1
|
)
|
|
4,149.5
|
|
||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,521.4
|
|
|
—
|
|
|
—
|
|
|
11,521.4
|
|
|
116.8
|
|
|
11,638.2
|
|
||||||||||
Other comprehensive earnings, net of taxes (note 18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480.9
|
|
|
—
|
|
|
480.9
|
|
|
1.2
|
|
|
482.1
|
|
||||||||||
Repurchase and cancellation of Liberty Global ordinary shares (note 14)
|
(0.2
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
(3,219.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,220.2
|
)
|
|
—
|
|
|
(3,220.2
|
)
|
||||||||||
Share-based compensation (note 15)
|
—
|
|
|
—
|
|
|
—
|
|
|
250.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250.1
|
|
|
—
|
|
|
250.1
|
|
||||||||||
Repurchases by Telenet of its outstanding shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(134.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134.5
|
)
|
|
20.4
|
|
|
(114.1
|
)
|
||||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
25.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.9
|
|
|
(12.9
|
)
|
|
13.0
|
|
||||||||||
Balance at December 31, 2019
|
$
|
1.8
|
|
|
$
|
0.1
|
|
|
$
|
4.4
|
|
|
$
|
6,136.9
|
|
|
$
|
6,350.4
|
|
|
$
|
1,112.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
13,606.2
|
|
|
$
|
(407.6
|
)
|
|
$
|
13,198.6
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
11,638.2
|
|
|
$
|
850.0
|
|
|
$
|
(2,720.6
|
)
|
Earnings (loss) from discontinued operations
|
13,047.2
|
|
|
2,261.5
|
|
|
(370.6
|
)
|
|||
Loss from continuing operations
|
(1,409.0
|
)
|
|
(1,411.5
|
)
|
|
(2,350.0
|
)
|
|||
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities from continuing operations:
|
|
|
|
|
|
||||||
Share-based compensation expense
|
305.8
|
|
|
206.0
|
|
|
162.2
|
|
|||
Depreciation and amortization
|
3,652.2
|
|
|
3,858.2
|
|
|
3,790.6
|
|
|||
Impairment, restructuring and other operating items, net
|
156.0
|
|
|
248.2
|
|
|
79.9
|
|
|||
Amortization of deferred financing costs and non-cash interest
|
53.7
|
|
|
56.4
|
|
|
61.2
|
|
|||
Realized and unrealized losses (gains) on derivative instruments, net
|
192.0
|
|
|
(1,125.8
|
)
|
|
1,052.8
|
|
|||
Foreign currency transaction losses (gains), net
|
94.8
|
|
|
(90.4
|
)
|
|
181.5
|
|
|||
Realized and unrealized losses (gains) due to changes in fair values of certain investments and debt, net
|
(72.0
|
)
|
|
384.5
|
|
|
(43.4
|
)
|
|||
Losses on debt modification and extinguishment, net
|
216.7
|
|
|
65.0
|
|
|
252.2
|
|
|||
Share of results of affiliates, net
|
198.5
|
|
|
8.7
|
|
|
95.2
|
|
|||
Deferred income tax expense
|
65.5
|
|
|
438.1
|
|
|
46.6
|
|
|||
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Receivables and other operating assets
|
876.9
|
|
|
635.4
|
|
|
466.1
|
|
|||
Payables and accruals
|
(787.2
|
)
|
|
459.4
|
|
|
(651.7
|
)
|
|||
Dividends from affiliates and others
|
170.2
|
|
|
252.8
|
|
|
299.5
|
|
|||
Net cash provided by operating activities of continuing operations
|
3,714.1
|
|
|
3,985.0
|
|
|
3,442.7
|
|
|||
Net cash provided by operating activities of discontinued operations
|
871.3
|
|
|
1,978.1
|
|
|
2,265.3
|
|
|||
Net cash provided by operating activities
|
4,585.4
|
|
|
5,963.1
|
|
|
5,708.0
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds received upon disposition of discontinued operations, net
|
11,203.1
|
|
|
2,058.2
|
|
|
—
|
|
|||
Capital expenditures, net
|
(1,243.1
|
)
|
|
(1,453.0
|
)
|
|
(1,250.0
|
)
|
|||
Funding of the Vodafone Escrow Accounts, net
|
(295.2
|
)
|
|
—
|
|
|
—
|
|
|||
Investments in and loans to affiliates and others
|
(256.1
|
)
|
|
(88.8
|
)
|
|
(118.3
|
)
|
|||
Cash paid in connection with acquisitions, net of cash acquired
|
(23.1
|
)
|
|
(82.5
|
)
|
|
(413.9
|
)
|
|||
Distributions received from affiliates
|
—
|
|
|
—
|
|
|
1,569.4
|
|
|||
Equalization payment related to the VodafoneZiggo JV Transaction
|
—
|
|
|
—
|
|
|
845.3
|
|
|||
Other investing activities, net
|
155.4
|
|
|
167.6
|
|
|
148.5
|
|
|||
Net cash provided by investing activities of continuing operations
|
9,541.0
|
|
|
601.5
|
|
|
781.0
|
|
|||
Net cash used by investing activities of discontinued operations
|
(266.4
|
)
|
|
(514.2
|
)
|
|
(1,341.8
|
)
|
|||
Net cash provided (used) by investing activities
|
$
|
9,274.6
|
|
|
$
|
87.3
|
|
|
$
|
(560.8
|
)
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayments and repurchases of debt and finance lease obligations
|
$
|
(10,300.7
|
)
|
|
$
|
(8,170.6
|
)
|
|
$
|
(8,177.5
|
)
|
Borrowings of debt
|
6,618.8
|
|
|
4,396.5
|
|
|
7,215.4
|
|
|||
Repurchase of Liberty Global ordinary shares
|
(3,219.4
|
)
|
|
(2,009.9
|
)
|
|
(2,976.2
|
)
|
|||
Net cash received (paid) related to derivative instruments
|
331.5
|
|
|
112.8
|
|
|
(138.1
|
)
|
|||
Payment of financing costs and debt premiums
|
(206.8
|
)
|
|
(73.1
|
)
|
|
(249.6
|
)
|
|||
Repurchase by Telenet of its outstanding shares
|
(114.1
|
)
|
|
(244.7
|
)
|
|
(36.5
|
)
|
|||
Distributions by subsidiaries to noncontrolling interest owners
|
(32.6
|
)
|
|
(290.3
|
)
|
|
(13.0
|
)
|
|||
Value-added taxes (VAT) paid on behalf of the VodafoneZiggo JV
|
—
|
|
|
—
|
|
|
(162.6
|
)
|
|||
Other financing activities, net
|
1.0
|
|
|
(7.3
|
)
|
|
33.9
|
|
|||
Net cash used by financing activities of continuing operations
|
(6,922.3
|
)
|
|
(6,286.6
|
)
|
|
(4,504.2
|
)
|
|||
Net cash provided (used) by financing activities of discontinued operations
|
(254.3
|
)
|
|
96.8
|
|
|
(175.4
|
)
|
|||
Net cash used by financing activities
|
(7,176.6
|
)
|
|
(6,189.8
|
)
|
|
(4,679.6
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Continuing operations
|
0.4
|
|
|
(43.2
|
)
|
|
114.2
|
|
|||
Discontinued operations
|
(1.2
|
)
|
|
(1.9
|
)
|
|
1.1
|
|
|||
Total
|
(0.8
|
)
|
|
(45.1
|
)
|
|
115.3
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Continuing operations
|
6,333.2
|
|
|
(1,743.3
|
)
|
|
(166.3
|
)
|
|||
Discontinued operations - Vodafone Disposal Group, UPC Austria and UPC DTH
|
349.4
|
|
|
1,558.8
|
|
|
761.7
|
|
|||
Discontinued operations - LiLAC Group
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
|||
Total
|
$
|
6,682.6
|
|
|
$
|
(184.5
|
)
|
|
$
|
582.9
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Beginning of year
|
$
|
1,498.3
|
|
|
$
|
1,682.8
|
|
|
$
|
1,087.4
|
|
Net increase (decrease) (excluding, during 2017, LiLAC Group activity related to cash balances included in discontinued operations)
|
6,682.6
|
|
|
(184.5
|
)
|
|
595.4
|
|
|||
End of year
|
$
|
8,180.9
|
|
|
$
|
1,498.3
|
|
|
$
|
1,682.8
|
|
|
|
|
|
|
|
||||||
Cash paid for interest:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1,422.7
|
|
|
$
|
1,405.7
|
|
|
$
|
1,380.6
|
|
Discontinued operations
|
361.5
|
|
|
436.4
|
|
|
905.8
|
|
|||
Total
|
$
|
1,784.2
|
|
|
$
|
1,842.1
|
|
|
$
|
2,286.4
|
|
|
|
|
|
|
|
||||||
Net cash paid for taxes:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
358.2
|
|
|
$
|
309.0
|
|
|
$
|
269.7
|
|
Discontinued operations
|
135.9
|
|
|
55.1
|
|
|
143.4
|
|
|||
Total
|
$
|
494.1
|
|
|
$
|
364.1
|
|
|
$
|
413.1
|
|
|
|
|
|
|
|
||||||
Details of end of period cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
8,142.4
|
|
|
$
|
1,480.5
|
|
|
$
|
1,672.4
|
|
Restricted cash included in other current assets and other assets, net
|
38.5
|
|
|
15.9
|
|
|
8.3
|
|
|||
Restricted cash included in current and long-term assets of discontinued operations
|
—
|
|
|
1.9
|
|
|
2.1
|
|
|||
Total cash and cash equivalents and restricted cash
|
$
|
8,180.9
|
|
|
$
|
1,498.3
|
|
|
$
|
1,682.8
|
|
•
|
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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(1,409.0
|
)
|
|
$
|
(1,411.5
|
)
|
|
$
|
(2,350.0
|
)
|
Net earnings from continuing operations attributable to noncontrolling interests
|
(116.8
|
)
|
|
(120.5
|
)
|
|
(71.4
|
)
|
|||
Net loss from continuing operations attributable to Liberty Global shareholders
|
$
|
(1,525.8
|
)
|
|
$
|
(1,532.0
|
)
|
|
$
|
(2,421.4
|
)
|
|
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 finance 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 finance 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
|
|
|
Vodafone Disposal Group (a)
|
|
UPC DTH (b)
|
|
Total
|
||||||
|
in millions
|
||||||||||
Year ended December 31, 2019
|
|
|
|
|
|
||||||
Revenue
|
$
|
2,017.9
|
|
|
$
|
36.7
|
|
|
$
|
2,054.6
|
|
Operating income
|
$
|
1,165.6
|
|
|
$
|
10.7
|
|
|
$
|
1,176.3
|
|
|
|
|
|
|
|
||||||
Earnings before income taxes
|
$
|
994.7
|
|
|
$
|
9.5
|
|
|
$
|
1,004.2
|
|
Income tax expense
|
(273.9
|
)
|
|
—
|
|
|
(273.9
|
)
|
|||
Net earnings attributable to Liberty Global shareholders
|
$
|
720.8
|
|
|
$
|
9.5
|
|
|
$
|
730.3
|
|
(a)
|
Includes the operating results of the Vodafone Disposal Group from January 1, 2019 through the July 31, 2019 disposal date.
|
(b)
|
Includes the operating results of the UPC DTH from January 1, 2019 through the May 2, 2019 disposal date.
|
|
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 the July 31, 2018 disposal date.
|
|
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
|
)
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Basic and diluted earnings from discontinued operations attributable to Liberty Global shareholders per Liberty Global share
|
$
|
1.03
|
|
|
$
|
1.49
|
|
|
$
|
0.56
|
|
|
Year ended December 31, 2017
|
||
|
|
||
Basic and diluted loss from discontinued operations attributable to Liberty Global shareholders per LiLAC share
|
$
|
(4.86
|
)
|
|
|
||
Weighted average ordinary shares outstanding (LiLAC Shares) - basic and diluted
|
171,846,133
|
|
|
|
December 31,
|
||||||
Accounting Method
|
|
2019
|
|
2018
|
||||
|
in millions
|
|||||||
Equity (a):
|
|
|
|
|||||
VodafoneZiggo JV (b)
|
$
|
3,174.1
|
|
|
$
|
3,761.5
|
|
|
All3Media Group (All3Media)
|
172.8
|
|
|
72.2
|
|
|||
Formula E Holdings Ltd (Formula E)
|
105.2
|
|
|
45.4
|
|
|||
Other
|
40.7
|
|
|
67.9
|
|
|||
Total — equity
|
3,492.8
|
|
|
3,947.0
|
|
|||
Fair value:
|
|
|
|
|||||
ITV plc (ITV) — subject to re-use rights (c)
|
798.1
|
|
|
634.2
|
|
|||
ITI Neovision S.A. (ITI Neovision)
|
122.4
|
|
|
125.4
|
|
|||
Lions Gate Entertainment Corp (Lionsgate) (c)
|
68.0
|
|
|
77.5
|
|
|||
Casa Systems, Inc. (Casa)
|
3.1
|
|
|
39.5
|
|
|||
Other
|
297.6
|
|
|
298.2
|
|
|||
Total — fair value
|
1,289.2
|
|
|
1,174.8
|
|
|||
Total
|
$
|
4,782.0
|
|
|
$
|
5,121.8
|
|
(a)
|
Our equity method investments are originally recorded at cost and are adjusted to recognize our share of net earnings or losses of affiliates as they occur rather than as dividends or other distributions are received, with our recognition of losses generally limited to the extent of our investment in, and advances and commitments to, the investee. At December 31, 2019 and 2018, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the respective investee’s net assets by $1,041.0 million and $1,016.9 million, respectively, which include amounts associated with the VodafoneZiggo JV Receivable, as defined and described below, and amounts we are owed under a long-term note receivable from All3Media.
|
(b)
|
Amounts include a euro-denominated note receivable (the VodafoneZiggo JV Receivable) with a principal amount of $786.1 million and $916.1 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 matures on January 16, 2028. In each of 2019, 2018 and 2017, we received a €100.0 million principal payment on the VodafoneZiggo JV Receivable ($112.1 million, $114.5 million and $118.5 million at the respective transaction dates). During 2019, interest accrued on the VodafoneZiggo JV Receivable was $50.4 million, all of which was cash settled.
|
(c)
|
In connection with our investments in ITV and Lionsgate, we have entered into the ITV Collar and Lionsgate Forward, respectively, as defined and described below.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
ITV
|
$
|
163.9
|
|
|
$
|
(257.8
|
)
|
|
$
|
(123.5
|
)
|
Lionsgate
|
(25.0
|
)
|
|
(86.4
|
)
|
|
35.3
|
|
|||
Casa
|
(24.2
|
)
|
|
(9.2
|
)
|
|
47.9
|
|
|||
ITI Neovision
|
2.7
|
|
|
(24.9
|
)
|
|
15.8
|
|
|||
Sumitomo
|
—
|
|
|
(3.4
|
)
|
|
238.2
|
|
|||
Other, net
|
(18.4
|
)
|
|
(11.5
|
)
|
|
14.4
|
|
|||
Total
|
$
|
99.0
|
|
|
$
|
(393.2
|
)
|
|
$
|
228.1
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
VodafoneZiggo JV (a)
|
$
|
(185.9
|
)
|
|
$
|
11.4
|
|
|
$
|
(70.1
|
)
|
All3Media
|
(8.8
|
)
|
|
(19.2
|
)
|
|
(25.5
|
)
|
|||
Formula E
|
1.7
|
|
|
(0.2
|
)
|
|
(1.5
|
)
|
|||
Other
|
(5.5
|
)
|
|
(0.7
|
)
|
|
1.9
|
|
|||
Total
|
$
|
(198.5
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
(95.2
|
)
|
(a)
|
Amounts include the net effect of (i) 100% of the interest earned on the VodafoneZiggo JV Receivable and (ii) our 50% share of the remaining results of operations of the VodafoneZiggo JV.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
4,407.8
|
|
|
$
|
4,602.2
|
|
|
$
|
4,512.5
|
|
Loss before income taxes
|
$
|
(512.5
|
)
|
|
$
|
(467.8
|
)
|
|
$
|
(362.9
|
)
|
Net loss
|
$
|
(470.0
|
)
|
|
$
|
(91.6
|
)
|
|
$
|
(259.3
|
)
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Current assets
|
$
|
918.4
|
|
|
$
|
1,099.6
|
|
Long-term assets
|
21,508.1
|
|
|
22,155.7
|
|
||
Total assets
|
$
|
22,426.5
|
|
|
$
|
23,255.3
|
|
|
|
|
|
||||
Current liabilities
|
$
|
2,726.4
|
|
|
$
|
2,812.3
|
|
Long-term liabilities
|
14,920.7
|
|
|
14,751.5
|
|
||
Owners’ equity
|
4,779.4
|
|
|
5,691.5
|
|
||
Total liabilities and owners’ equity
|
$
|
22,426.5
|
|
|
$
|
23,255.3
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Current
|
|
Long-term
|
|
Total
|
|
Current
|
|
Long-term
|
|
Total
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Assets (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
$
|
270.8
|
|
|
$
|
886.4
|
|
|
$
|
1,157.2
|
|
|
$
|
372.7
|
|
|
$
|
1,370.1
|
|
|
$
|
1,742.8
|
|
Equity-related derivative instruments (c)
|
55.2
|
|
|
608.2
|
|
|
663.4
|
|
|
13.9
|
|
|
732.4
|
|
|
746.3
|
|
||||||
Foreign currency forward and option contracts
|
4.6
|
|
|
1.4
|
|
|
6.0
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
||||||
Other
|
0.5
|
|
|
0.4
|
|
|
0.9
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
Total
|
$
|
331.1
|
|
|
$
|
1,496.4
|
|
|
$
|
1,827.5
|
|
|
$
|
394.2
|
|
|
$
|
2,102.5
|
|
|
$
|
2,496.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
$
|
389.2
|
|
|
$
|
1,192.3
|
|
|
$
|
1,581.5
|
|
|
$
|
326.5
|
|
|
$
|
1,042.2
|
|
|
$
|
1,368.7
|
|
Equity-related derivative instruments (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||||
Foreign currency forward and option contracts
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Total
|
$
|
390.4
|
|
|
$
|
1,192.3
|
|
|
$
|
1,582.7
|
|
|
$
|
328.4
|
|
|
$
|
1,042.3
|
|
|
$
|
1,370.7
|
|
(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, on 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 net gains (losses) of $16.6 million, ($71.1 million) and $168.4 million during 2019, 2018 and 2017, 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 and (ii) the Lionsgate Forward. The fair values of the ITV 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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Cross-currency and interest rate derivative contracts
|
$
|
(207.3
|
)
|
|
$
|
905.8
|
|
|
$
|
(1,145.6
|
)
|
Equity-related derivative instruments:
|
|
|
|
|
|
||||||
ITV Collar
|
(84.4
|
)
|
|
176.7
|
|
|
215.0
|
|
|||
Lionsgate Forward
|
13.0
|
|
|
30.1
|
|
|
(11.4
|
)
|
|||
Sumitomo Collar (a)
|
—
|
|
|
(11.8
|
)
|
|
(77.4
|
)
|
|||
Other
|
8.0
|
|
|
2.5
|
|
|
(3.9
|
)
|
|||
Total equity-related derivative instruments
|
(63.4
|
)
|
|
197.5
|
|
|
122.3
|
|
|||
Foreign currency forward and option contracts
|
77.4
|
|
|
22.7
|
|
|
(30.2
|
)
|
|||
Other
|
1.3
|
|
|
(0.2
|
)
|
|
0.7
|
|
|||
Total
|
$
|
(192.0
|
)
|
|
$
|
1,125.8
|
|
|
$
|
(1,052.8
|
)
|
(a)
|
On May 22, 2018, we settled the final tranche of the share collar (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.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Operating activities
|
$
|
179.0
|
|
|
$
|
244.4
|
|
|
$
|
6.8
|
|
Investing activities
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
Financing activities
|
331.5
|
|
|
112.8
|
|
|
(138.1
|
)
|
|||
Total
|
$
|
510.5
|
|
|
$
|
357.2
|
|
|
$
|
(131.8
|
)
|
Borrowing group
|
|
|
Notional amount due from counterparty
|
|
Notional amount due to
counterparty
|
|
Weighted average remaining life
|
|||||
|
|
|
in millions
|
|
|
in years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||
Virgin Media
|
|
$
|
10,857.5
|
|
|
£
|
8,003.6
|
|
|
(a)
|
5.6
|
|
|
|
|
£
|
2,296.2
|
|
|
$
|
3,300.0
|
|
|
(b)
|
5.1
|
|
|
|
€
|
246.3
|
|
|
$
|
271.1
|
|
|
|
3.0
|
|
|
|
|
|
|
|
|
|
|
|
||
UPC Holding
|
|
$
|
775.0
|
|
|
€
|
643.1
|
|
|
|
4.3
|
|
|
|
|
$
|
1,200.0
|
|
|
CHF
|
1,107.5
|
|
|
(a)
|
5.2
|
|
|
|
€
|
2,824.4
|
|
|
CHF
|
3,221.2
|
|
|
(a)
|
4.3
|
|
|
|
€
|
742.8
|
|
|
PLN
|
3,149.5
|
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
||
Telenet
|
|
$
|
3,940.0
|
|
|
€
|
3,489.6
|
|
|
(a)
|
6.0
|
|
|
|
|
€
|
291.5
|
|
|
$
|
350.0
|
|
|
(b)
|
6.0
|
(a)
|
Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to December 31, 2019. These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.
|
(b)
|
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, 2019, the total U.S. dollar equivalents of the notional amount of these derivative instruments were $3.4 billion.
|
|
|
Borrowing group
pays fixed rate |
|
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
|
$
|
21,715.5
|
|
(a)
|
|
2.7
|
|
$
|
11,542.6
|
|
(a)
|
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
UPC Holding
|
$
|
7,237.1
|
|
(a)
|
|
3.5
|
|
$
|
5,312.1
|
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Telenet
|
$
|
3,239.1
|
|
(a)
|
|
5.2
|
|
$
|
1,602.4
|
|
|
|
3.7
|
(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
|
$
|
7,085.7
|
|
|
£
|
|
1.0
|
|
2.40%
|
|
|
|
$
|
482.7
|
|
|
€
|
|
0.6
|
|
1.96%
|
(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
|
|
Weighted average remaining life
|
||
|
|
in millions
|
|
in years
|
||
|
|
|
|
|
||
Virgin Media
|
$
|
4,493.7
|
|
|
0.5
|
|
|
|
|
|
|
||
Telenet
|
$
|
2,295.0
|
|
|
0.5
|
|
|
|
Decrease to
borrowing costs at December 31, 2019 (a)
|
|
|
|
|
|
|
Virgin Media
|
(0.20
|
)%
|
||
UPC Holding
|
(0.15
|
)%
|
||
Telenet
|
(0.58
|
)%
|
||
Total decrease to borrowing costs
|
(0.27
|
)%
|
(a)
|
Represents the effect of derivative instruments in effect at December 31, 2019 and does not include forward-starting derivative instruments or swaptions.
|
|
|
|
|
Fair value measurements at December 31, 2019 using:
|
||||||||||||
Description
|
|
December 31,
2019 |
|
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
|
$
|
1,157.2
|
|
|
$
|
—
|
|
|
$
|
1,157.2
|
|
|
$
|
—
|
|
|
Equity-related derivative instruments
|
663.4
|
|
|
—
|
|
|
—
|
|
|
663.4
|
|
|||||
Foreign currency forward and option contracts
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|||||
Other
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|||||
Total derivative instruments
|
1,827.5
|
|
|
—
|
|
|
1,164.1
|
|
|
663.4
|
|
|||||
Investments
|
1,289.2
|
|
|
869.2
|
|
|
—
|
|
|
420.0
|
|
|||||
Total assets
|
$
|
3,116.7
|
|
|
$
|
869.2
|
|
|
$
|
1,164.1
|
|
|
$
|
1,083.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
1,581.5
|
|
|
$
|
—
|
|
|
$
|
1,561.6
|
|
|
$
|
19.9
|
|
|
Foreign currency forward and option contracts
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|||||
Total derivative liabilities
|
1,582.7
|
|
|
—
|
|
|
1,562.8
|
|
|
19.9
|
|
|||||
Debt
|
45.6
|
|
|
—
|
|
|
45.6
|
|
|
—
|
|
|||||
Total liabilities
|
$
|
1,628.3
|
|
|
$
|
—
|
|
|
$
|
1,608.4
|
|
|
$
|
19.9
|
|
|
|
|
|
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
|
|
|
Investments
|
|
Cross-currency, interest rate and foreign currency derivative contracts
|
|
Equity-related
derivative
instruments
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance of net assets (liabilities) at January 1, 2019
|
$
|
418.9
|
|
|
$
|
(14.1
|
)
|
|
$
|
744.9
|
|
|
$
|
1,149.7
|
|
Gains (losses) included in loss from continuing operations (a):
|
|
|
|
|
|
|
|
||||||||
Realized and unrealized gains (losses) on derivative instruments, net
|
—
|
|
|
58.7
|
|
|
(63.4
|
)
|
|
(4.7
|
)
|
||||
Realized and unrealized losses due to changes in fair values of certain investments and debt, net
|
(16.5
|
)
|
|
—
|
|
|
—
|
|
|
(16.5
|
)
|
||||
Partial settlement of Lionsgate Forward (b)
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
|
(18.1
|
)
|
||||
Additions
|
19.6
|
|
|
—
|
|
|
—
|
|
|
19.6
|
|
||||
Derivative instruments settled in connection with the sale of the Vodafone Disposal Group
|
—
|
|
|
(72.0
|
)
|
|
—
|
|
|
(72.0
|
)
|
||||
Transfers out of Level 3
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
||||
Foreign currency translation adjustments and other, net
|
(2.0
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
||||
Balance of net assets (liabilities) at December 31, 2019
|
$
|
420.0
|
|
|
$
|
(19.9
|
)
|
|
$
|
663.4
|
|
|
$
|
1,063.5
|
|
(a)
|
With the exception of a $72.0 million net gain related to derivative instruments settled in connection with the sale of the Vodafone Disposal Group, 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, 2019.
|
(b)
|
For additional information regarding the Lionsgate Forward, see note 8.
|
|
Estimated useful life at
December 31, 2019
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
|||||
|
|
|
in millions
|
||||||
|
|
|
|
|
|
||||
Distribution systems
|
3 to 30 years
|
|
$
|
19,007.2
|
|
|
$
|
17,845.4
|
|
Customer premises equipment
|
3 to 7 years
|
|
4,294.7
|
|
|
4,191.2
|
|
||
Support equipment, buildings and land
|
2 to 50 years
|
|
5,344.3
|
|
|
4,933.7
|
|
||
Total property and equipment, gross
|
|
28,646.2
|
|
|
26,970.3
|
|
|||
Accumulated depreciation
|
|
(14,802.8
|
)
|
|
(13,091.4
|
)
|
|||
Total property and equipment, net
|
|
$
|
13,843.4
|
|
|
$
|
13,878.9
|
|
|
January 1,
2019
|
|
Acquisitions
and related
adjustments
|
|
Foreign
currency
translation
adjustments
|
|
December 31,
2019 |
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.K./Ireland
|
$
|
7,671.0
|
|
|
$
|
—
|
|
|
$
|
294.4
|
|
|
$
|
7,965.4
|
|
Belgium
|
2,576.3
|
|
|
48.7
|
|
|
(48.9
|
)
|
|
2,576.1
|
|
||||
Switzerland
|
2,903.9
|
|
|
—
|
|
|
49.3
|
|
|
2,953.2
|
|
||||
Central and Eastern Europe
|
564.6
|
|
|
—
|
|
|
(7.2
|
)
|
|
557.4
|
|
||||
Total
|
$
|
13,715.8
|
|
|
$
|
48.7
|
|
|
$
|
287.6
|
|
|
$
|
14,052.1
|
|
|
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
|
|
|
Estimated useful life at December 31, 2019
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|||||||||||||
|
|
|
in millions
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
5 to 10 years
|
|
$
|
3,653.9
|
|
|
$
|
(3,363.6
|
)
|
|
$
|
290.3
|
|
|
$
|
3,673.1
|
|
|
$
|
(2,914.2
|
)
|
|
$
|
758.9
|
|
Other
|
2 to 15 years
|
|
563.7
|
|
|
(281.9
|
)
|
|
281.8
|
|
|
521.3
|
|
|
(249.0
|
)
|
|
272.3
|
|
||||||
Total
|
|
$
|
4,217.6
|
|
|
$
|
(3,645.5
|
)
|
|
$
|
572.1
|
|
|
$
|
4,194.4
|
|
|
$
|
(3,163.2
|
)
|
|
$
|
1,031.2
|
|
2020
|
$
|
178.5
|
|
2021
|
88.9
|
|
|
2022
|
38.3
|
|
|
2023
|
32.6
|
|
|
2024
|
32.4
|
|
|
Thereafter
|
201.4
|
|
|
Total
|
$
|
572.1
|
|
|
December 31, 2019
|
|
Principal amount
|
|||||||||||||||
Weighted
average
interest
rate (a)
|
|
Unused borrowing capacity (b)
|
|
|||||||||||||||
Borrowing currency
|
|
U.S. $
equivalent
|
|
December 31,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||
|
|
|
in millions
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
VM Senior Secured Notes
|
5.34
|
%
|
|
—
|
|
|
$
|
—
|
|
|
$
|
5,916.9
|
|
|
$
|
6,268.3
|
|
|
VM Credit Facilities (c)
|
3.94
|
%
|
|
(d)
|
|
1,326.3
|
|
|
5,473.3
|
|
|
4,600.5
|
|
|||||
VM Senior Notes
|
5.34
|
%
|
|
—
|
|
|
—
|
|
|
1,583.8
|
|
|
1,999.9
|
|
||||
Telenet Credit Facility
|
3.89
|
%
|
|
(e)
|
|
567.0
|
|
|
3,541.4
|
|
|
3,145.7
|
|
|||||
Telenet Senior Secured Notes
|
4.69
|
%
|
|
—
|
|
|
—
|
|
|
1,673.7
|
|
|
1,687.1
|
|
||||
Telenet SPE Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
546.2
|
|
||||
UPCB SPE Notes
|
4.54
|
%
|
|
—
|
|
|
—
|
|
|
2,420.1
|
|
|
2,445.5
|
|
||||
UPC Holding Bank Facility
|
—
|
|
|
€
|
990.1
|
|
|
1,111.7
|
|
|
—
|
|
|
1,645.0
|
|
|||
UPC Holding Senior Notes
|
4.60
|
%
|
|
—
|
|
|
—
|
|
|
1,202.3
|
|
|
1,215.5
|
|
||||
Vendor financing (f)
|
4.12
|
%
|
|
—
|
|
|
—
|
|
|
3,748.2
|
|
|
3,620.3
|
|
||||
ITV Collar Loan
|
0.90
|
%
|
|
—
|
|
|
—
|
|
|
1,435.5
|
|
|
1,379.6
|
|
||||
Derivative-related debt instruments (g)
|
2.58
|
%
|
|
—
|
|
|
—
|
|
|
81.1
|
|
|
301.9
|
|
||||
Other (h)
|
3.96
|
%
|
|
—
|
|
|
—
|
|
|
571.8
|
|
|
459.8
|
|
||||
Total debt before deferred financing costs, discounts and premiums (i)
|
4.30
|
%
|
|
|
|
$
|
3,005.0
|
|
|
$
|
27,648.1
|
|
|
$
|
29,315.3
|
|
|
December 31,
|
|||||||||||||||
|
2019
|
|
2018
|
|||||||||||||
|
in millions
|
|||||||||||||||
|
|
|
|
|||||||||||||
Total debt before deferred financing costs, discounts and premiums
|
$
|
27,648.1
|
|
|
$
|
29,315.3
|
|
|||||||||
Deferred financing costs, discounts and premiums, net
|
(82.7
|
)
|
|
(131.4
|
)
|
|||||||||||
Total carrying amount of debt
|
27,565.4
|
|
|
29,183.9
|
|
|||||||||||
Finance lease obligations (note 12)
|
617.1
|
|
|
621.3
|
|
|||||||||||
Total debt and finance lease obligations
|
28,182.5
|
|
|
29,805.2
|
|
|||||||||||
Current maturities of debt and finance lease obligations
|
(3,877.2
|
)
|
|
(3,615.2
|
)
|
|||||||||||
Long-term debt and finance lease obligations
|
$
|
24,305.3
|
|
|
$
|
26,190.0
|
|
(a)
|
Represents the weighted average interest rate in effect at December 31, 2019 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, our weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 4.14% at December 31, 2019. For information regarding our derivative instruments, see note 8.
|
(b)
|
Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2019 without regard to covenant compliance calculations or other conditions precedent to borrowing. At December 31, 2019, 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, except as shown in the table below. In the following table, we present (i) for each subsidiary where the ability to borrow is limited, the actual borrowing availability under the respective facility and (ii) for each subsidiary where the ability to make loans or distributions from this availability is limited, the amount that can be loaned or distributed to Liberty Global or its subsidiaries or other equity holders. The amounts presented below reflect any applicable restrictions in effect at December 31, 2019, both before and after completion of the relevant December 31, 2019 compliance reporting requirements, but do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2019, or the impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.
|
|
|
December 31, 2019
|
|
Upon completion of relevant December 31, 2019 compliance reporting requirements
|
||||||||||||
|
|
Borrowing currency
|
|
U.S. $
equivalent
|
|
Borrowing currency
|
|
U.S. $
equivalent
|
||||||||
|
|
in millions
|
||||||||||||||
Limitation on availability to be borrowed under (1):
|
|
|
|
|
|
|
|
|
||||||||
VM Credit Facilities
|
|
£
|
533.8
|
|
|
$
|
708.0
|
|
|
£
|
921.6
|
|
|
$
|
1,222.3
|
|
UPC Holding Bank Facility
|
|
€
|
990.1
|
|
|
$
|
1,111.7
|
|
|
€
|
828.8
|
|
|
$
|
930.6
|
|
(1)
|
The VM Credit Facilities and the UPC Holding Bank Facility have no additional restriction to loan or distribute from this availability.
|
(c)
|
Amounts include £103.6 million ($137.4 million) and £41.9 million ($55.6 million) at December 31, 2019 and 2018, 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 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 a multi-currency revolving facility with a maximum borrowing capacity equivalent to £1,000.0 million ($1,326.3 million) (the VM Revolving Facility), which was undrawn at December 31, 2019. During 2019, the VM Revolving Facility was amended and as a result, VM Revolving Facility A and VM Revolving Facility B were cancelled in full and replaced with a single revolving facility maturing on January 31, 2026.
|
(e)
|
Unused borrowing capacity under the Telenet Credit Facility comprises (i) €400.0 million ($449.0 million) under Telenet Facility AG, (ii) €60.0 million ($67.4 million) under Telenet Facility AP, which was entered into in May 2019, (iii) €25.0 million ($28.1 million) under the Telenet Overdraft Facility and (iv) €20.0 million ($22.5 million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2019.
|
(f)
|
Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and 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 finance lease obligations in our consolidated statements of cash flows.
|
(g)
|
Includes amounts associated with certain derivative-related borrowing instruments, including $45.6 million and $248.6 million at December 31, 2019 and 2018, respectively, carried at fair value. These instruments mature at various dates through January 2025. For information regarding fair value hierarchies, see note 9.
|
(h)
|
As of December 31, 2019 and 2018, amounts include (i) $264.6 million and $225.9 million, respectively, of debt collateralized by certain trade receivables of Virgin Media and (ii) $55.3 million and $82.9 million, respectively, related to principal borrowings outstanding under the Lionsgate Loan.
|
(i)
|
As of December 31, 2019 and 2018, our debt had an estimated fair value of $28.4 billion and $28.5 billion, respectively. 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 of the applicable entity, to the extent available, and other relevant factors. For additional information regarding fair value hierarchies, see note 9.
|
•
|
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 the loan(s) thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);
|
•
|
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 or 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 at its stated maturity (after giving effect to any applicable grace period) of, 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 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 prior to their stated maturity. 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:
|
|
|
|
|
|
|
|
|
|
||||||||||
2020
|
$
|
2,472.4
|
|
|
$
|
644.6
|
|
|
$
|
415.1
|
|
|
$
|
264.8
|
|
|
$
|
3,796.9
|
|
2021 (c)
|
726.2
|
|
|
22.7
|
|
|
13.2
|
|
|
1,029.2
|
|
|
1,791.3
|
|
|||||
2022
|
253.7
|
|
|
20.1
|
|
|
12.6
|
|
|
366.4
|
|
|
652.8
|
|
|||||
2023
|
125.4
|
|
|
17.5
|
|
|
12.2
|
|
|
29.3
|
|
|
184.4
|
|
|||||
2024
|
779.6
|
|
|
7.7
|
|
|
12.1
|
|
|
—
|
|
|
799.4
|
|
|||||
Thereafter
|
11,497.6
|
|
|
3,622.4
|
|
|
5,303.3
|
|
|
—
|
|
|
20,423.3
|
|
|||||
Total debt maturities (d)
|
15,854.9
|
|
|
4,335.0
|
|
|
5,768.5
|
|
|
1,689.7
|
|
|
27,648.1
|
|
|||||
Deferred financing costs, discounts and premiums, net
|
(23.2
|
)
|
|
(20.3
|
)
|
|
(27.1
|
)
|
|
(12.1
|
)
|
|
(82.7
|
)
|
|||||
Total debt
|
$
|
15,831.7
|
|
|
$
|
4,314.7
|
|
|
$
|
5,741.4
|
|
|
$
|
1,677.6
|
|
|
$
|
27,565.4
|
|
Current portion
|
$
|
2,472.4
|
|
|
$
|
644.6
|
|
|
$
|
415.1
|
|
|
$
|
263.6
|
|
|
$
|
3,795.7
|
|
Noncurrent portion
|
$
|
13,359.3
|
|
|
$
|
3,670.1
|
|
|
$
|
5,326.3
|
|
|
$
|
1,414.0
|
|
|
$
|
23,769.7
|
|
(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.
|
(c)
|
The amount for Virgin Media includes certain senior secured notes that have a contractual maturity date of January 15, 2025. Interest on these senior secured notes accrues at a rate of 6.0% through January 15, 2021 and at a rate of 11.0% thereafter. In light of these terms, the above maturity table assumes that these senior secured notes will be repaid or refinanced in 2021.
|
(d)
|
Amounts include vendor financing obligations of $3,748.2 million, as set forth below:
|
|
Virgin Media
|
|
UPC
Holding
|
|
Telenet
|
|
Other
|
|
Total
|
||||||||||
|
in millions
|
||||||||||||||||||
Year ending December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
2020
|
$
|
2,337.8
|
|
|
$
|
644.6
|
|
|
$
|
402.9
|
|
|
$
|
68.9
|
|
|
$
|
3,454.2
|
|
2021
|
34.8
|
|
|
22.7
|
|
|
—
|
|
|
53.5
|
|
|
111.0
|
|
|||||
2022
|
24.6
|
|
|
20.1
|
|
|
—
|
|
|
47.2
|
|
|
91.9
|
|
|||||
2023
|
22.1
|
|
|
17.5
|
|
|
—
|
|
|
29.3
|
|
|
68.9
|
|
|||||
2024
|
14.5
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
|||||
Total vendor financing maturities
|
$
|
2,433.8
|
|
|
$
|
712.6
|
|
|
$
|
402.9
|
|
|
$
|
198.9
|
|
|
$
|
3,748.2
|
|
Current portion
|
$
|
2,337.8
|
|
|
$
|
644.6
|
|
|
$
|
402.9
|
|
|
$
|
68.9
|
|
|
$
|
3,454.2
|
|
Noncurrent portion
|
$
|
96.0
|
|
|
$
|
68.0
|
|
|
$
|
—
|
|
|
$
|
130.0
|
|
|
$
|
294.0
|
|
|
ROU assets
|
|
Lease liabilities
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Finance leases (a)(b)
|
$
|
531.0
|
|
|
$
|
617.1
|
|
Operating leases (c)(d)
|
512.7
|
|
|
545.1
|
|
||
Total
|
$
|
1,043.7
|
|
|
$
|
1,162.2
|
|
(a)
|
Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheet. At December 31, 2019, the weighted average remaining lease term for finance leases was 23.8 years and the weighted average discount rate was 6.1%. As of December 31, 2018, we had $545.5 million of finance lease ROU assets included on our consolidated balance sheet. During 2019, 2018 and 2017, we recorded additions to our ROU assets associated with finance leases of $66.9 million, $102.4 million and $106.7 million, respectively.
|
(b)
|
The current and long-term portions of our finance lease liabilities are included within current portion of debt and finance lease liabilities and long-term debt and finance lease liabilities, respectively, on our consolidated balance sheets. As of December 31, 2018, we had $621.3 million of finance lease liabilities included on our consolidated balance sheet. At December 31, 2019 and 2018, our finance lease liabilities included €403.6 million ($453.2 million) and €390.6 million ($447.3 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 19.
|
(c)
|
Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheet. At December 31, 2019, the weighted average remaining lease term for operating leases was 8.0 years and the weighted average discount rate was 4.0%. During 2019, we recorded additions to our ROU assets associated with operating leases of $88.5 million.
|
(d)
|
The current and long-term portions of our operating lease liabilities are included within other accrued and current liabilities and other long-term liabilities, respectively, on our consolidated balance sheet.
|
Finance lease expense:
|
|
||
Depreciation and amortization
|
$
|
84.2
|
|
Interest expense
|
33.8
|
|
|
Total finance lease expense
|
118.0
|
|
|
Operating lease expense (a)
|
135.7
|
|
|
Short-term lease expense (a)
|
8.0
|
|
|
Variable lease expense (b)
|
4.8
|
|
|
Total lease expense
|
$
|
266.5
|
|
(a)
|
Our operating lease expense and short-term lease expense are included in other operating expenses, SG&A expenses and impairment, restructuring and other operating items in our consolidated statements of operations.
|
(b)
|
Variable lease expense represents payments made to a lessor during the lease term that vary because of a change in circumstance that occurred after the lease commencement date. Variable lease payments are expensed as incurred and are included in other operating expenses in our consolidated statements of operations.
|
|
Operating leases
|
|
Finance leases
|
||||
|
in millions
|
||||||
Year ending December 31:
|
|
|
|
||||
2020
|
$
|
126.6
|
|
|
$
|
122.2
|
|
2021
|
98.1
|
|
|
102.6
|
|
||
2022
|
81.0
|
|
|
101.0
|
|
||
2023
|
68.5
|
|
|
98.7
|
|
||
2024
|
56.7
|
|
|
56.4
|
|
||
Thereafter
|
203.6
|
|
|
459.4
|
|
||
Total payments
|
634.5
|
|
|
940.3
|
|
||
Less: present value discount
|
(89.4
|
)
|
|
(323.2
|
)
|
||
Present value of lease payments
|
$
|
545.1
|
|
|
$
|
617.1
|
|
Current portion
|
$
|
111.7
|
|
|
$
|
81.5
|
|
Noncurrent portion
|
$
|
433.4
|
|
|
$
|
535.6
|
|
|
Operating leases
|
|
Finance leases
|
||||
|
in millions
|
||||||
Year ending December 31:
|
|
|
|
||||
2019
|
$
|
123.9
|
|
|
$
|
101.4
|
|
2020
|
85.4
|
|
|
107.3
|
|
||
2021
|
66.6
|
|
|
96.7
|
|
||
2022
|
54.3
|
|
|
94.5
|
|
||
2023
|
46.8
|
|
|
93.5
|
|
||
Thereafter
|
178.6
|
|
|
464.0
|
|
||
Total payments
|
$
|
555.6
|
|
|
957.4
|
|
|
Amounts representing interest
|
|
|
(336.1
|
)
|
|||
Total finance leases
|
|
|
$
|
621.3
|
|
||
Current portion
|
|
|
$
|
78.2
|
|
||
Noncurrent portion
|
|
|
$
|
543.1
|
|
|
Year ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||
|
in millions
|
||||||||||||
|
|
|
|
|
|
||||||||
U.K.
|
$
|
(831.0
|
)
|
|
$
|
330.9
|
|
|
$
|
(991.3
|
)
|
||
The Netherlands
|
(662.8
|
)
|
—
|
|
(321.1
|
)
|
—
|
|
(26.1
|
)
|
|||
Belgium
|
409.3
|
|
|
392.4
|
|
|
140.0
|
|
|||||
Switzerland
|
178.5
|
|
|
318.8
|
|
|
111.6
|
|
|||||
U.S.
|
(7.0
|
)
|
|
(51.6
|
)
|
|
(842.5
|
)
|
|||||
Intercompany activity with discontinued operations
|
(237.2
|
)
|
|
(426.4
|
)
|
|
(499.9
|
)
|
|||||
Other
|
(5.8
|
)
|
|
(81.2
|
)
|
|
(2.9
|
)
|
|||||
Total
|
$
|
(1,156.0
|
)
|
|
$
|
161.8
|
|
|
$
|
(2,111.1
|
)
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
|
in millions
|
||||||||||
Year ended December 31, 2019:
|
|
|
|
|
|
||||||
The Netherlands
|
$
|
—
|
|
|
$
|
(275.3
|
)
|
|
$
|
(275.3
|
)
|
Belgium
|
(134.7
|
)
|
|
3.6
|
|
|
(131.1
|
)
|
|||
U.K.
|
(1.5
|
)
|
|
118.8
|
|
|
117.3
|
|
|||
U.S. (a)
|
(4.1
|
)
|
|
81.9
|
|
|
77.8
|
|
|||
Switzerland
|
(27.8
|
)
|
|
(1.1
|
)
|
|
(28.9
|
)
|
|||
Other
|
(19.4
|
)
|
|
6.6
|
|
|
(12.8
|
)
|
|||
Total
|
$
|
(187.5
|
)
|
|
$
|
(65.5
|
)
|
|
$
|
(253.0
|
)
|
|
|
|
|
|
|
||||||
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
|
)
|
(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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Computed “expected” tax benefit (expense) (a)
|
$
|
219.6
|
|
|
$
|
(30.7
|
)
|
|
$
|
406.4
|
|
Non-deductible or non-taxable interest and other expenses
|
(191.7
|
)
|
|
(153.8
|
)
|
|
(42.8
|
)
|
|||
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (b)
|
(167.9
|
)
|
|
(360.1
|
)
|
|
(192.6
|
)
|
|||
Change in valuation allowances
|
(113.6
|
)
|
|
(34.9
|
)
|
|
(341.6
|
)
|
|||
Non-deductible or non-taxable foreign currency exchange results
|
(26.5
|
)
|
|
132.5
|
|
|
(233.8
|
)
|
|||
Enacted tax law and rate changes (c)
|
19.2
|
|
|
(13.5
|
)
|
|
7.4
|
|
|||
International rate differences (d)
|
8.5
|
|
|
(3.5
|
)
|
|
126.9
|
|
|||
Recognition of previously unrecognized tax benefits
|
5.9
|
|
|
49.6
|
|
|
4.9
|
|
|||
Mandatory Repatriation Tax (e)
|
—
|
|
|
(1,137.2
|
)
|
|
—
|
|
|||
Tax benefit associated with technologies innovation
|
—
|
|
|
—
|
|
|
12.1
|
|
|||
Other, net
|
(6.5
|
)
|
|
(21.7
|
)
|
|
14.2
|
|
|||
Total income tax expense
|
$
|
(253.0
|
)
|
|
$
|
(1,573.3
|
)
|
|
$
|
(238.9
|
)
|
(a)
|
The statutory or “expected” tax rates are the U.K. rates of 19.0% for 2019, 19.0% for 2018 and 19.25% for 2017. 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)
|
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.
|
(c)
|
On December 27, 2019, updated legislation was enacted in the Netherlands to delay and lessen the corporate income tax rate reduction that had previously been enacted in December 2018. The current rate of 25% will now be maintained in 2020 and will be reduced to 21.7% in 2021; the previous reduction schedule reduced from the current rate of 25.0% to 22.5% in 2020 and 20.5% in 2021. Substantially all of the impacts of the new rate change in the Netherlands on our deferred tax balances were recorded during the fourth quarter of 2019, modifying the impacts of the 2018 rate change that were previously 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.
|
(d)
|
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.
|
(e)
|
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.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Deferred tax assets
|
$
|
2,457.4
|
|
|
$
|
2,488.2
|
|
Deferred tax liabilities (a)
|
(246.4
|
)
|
|
(232.9
|
)
|
||
Net deferred tax asset
|
$
|
2,211.0
|
|
|
$
|
2,255.3
|
|
(a)
|
Our deferred tax liabilities are included in other long-term liabilities on our consolidated balance sheets.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss and other carryforwards
|
$
|
4,367.5
|
|
|
$
|
4,289.8
|
|
Property and equipment, net
|
1,969.0
|
|
|
1,923.4
|
|
||
Debt
|
231.5
|
|
|
317.3
|
|
||
Investments
|
136.4
|
|
|
156.2
|
|
||
Derivative instruments
|
113.3
|
|
|
72.5
|
|
||
Share-based compensation
|
76.5
|
|
|
79.5
|
|
||
Leases
|
58.5
|
|
|
5.6
|
|
||
Other future deductible amounts
|
132.3
|
|
|
176.1
|
|
||
Deferred tax assets
|
7,085.0
|
|
|
7,020.4
|
|
||
Valuation allowance
|
(4,235.5
|
)
|
|
(4,094.7
|
)
|
||
Deferred tax assets, net of valuation allowance
|
2,849.5
|
|
|
2,925.7
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment, net
|
(169.9
|
)
|
|
(167.4
|
)
|
||
Deferred revenue
|
(168.1
|
)
|
|
(178.9
|
)
|
||
Intangible assets
|
(114.1
|
)
|
|
(193.8
|
)
|
||
Debt
|
(65.7
|
)
|
|
(91.0
|
)
|
||
Right of use assets
|
(56.8
|
)
|
|
—
|
|
||
Other future taxable amounts
|
(63.9
|
)
|
|
(39.3
|
)
|
||
Deferred tax liabilities
|
(638.5
|
)
|
|
(670.4
|
)
|
||
Net deferred tax asset
|
$
|
2,211.0
|
|
|
$
|
2,255.3
|
|
Country
|
|
Tax loss
carryforward
|
|
Related
tax asset
|
|
Expiration
date
|
||||
|
in millions
|
|
|
|||||||
U.K.:
|
|
|
|
|
|
|||||
Amount attributable to capital losses
|
$
|
16,052.0
|
|
|
$
|
2,728.8
|
|
|
Indefinite
|
|
Amount attributable to net operating losses
|
1,222.4
|
|
|
207.8
|
|
|
Indefinite
|
|||
The Netherlands
|
3,204.0
|
|
|
696.2
|
|
|
2020-2025
|
|||
Belgium
|
1,320.4
|
|
|
330.1
|
|
|
Indefinite
|
|||
Ireland
|
713.8
|
|
|
89.4
|
|
|
Indefinite
|
|||
Luxembourg
|
586.4
|
|
|
159.4
|
|
|
Indefinite
|
|||
France
|
533.3
|
|
|
137.8
|
|
|
Indefinite
|
|||
Other
|
416.8
|
|
|
18.0
|
|
|
Various
|
|||
Total
|
$
|
24,049.1
|
|
|
$
|
4,367.5
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Balance at January 1
|
$
|
857.8
|
|
|
$
|
350.4
|
|
|
$
|
217.0
|
|
Settlements with tax authorities
|
(111.3
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||
Reductions for tax positions of prior years
|
(80.7
|
)
|
|
(117.9
|
)
|
|
(20.4
|
)
|
|||
Foreign currency translation
|
(4.3
|
)
|
|
(8.5
|
)
|
|
14.1
|
|
|||
Additions based on tax positions related to the current year
|
1.8
|
|
|
180.0
|
|
|
4.5
|
|
|||
Additions for tax positions of prior years
|
1.0
|
|
|
457.4
|
|
|
138.8
|
|
|||
Lapse of statute of limitations
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|||
Balance at December 31
|
$
|
664.3
|
|
|
$
|
857.8
|
|
|
$
|
350.4
|
|
|
Class A (a)
|
|
Class B
|
|
Class C (a)
|
|||
|
|
|
|
|
|
|||
Options
|
588,258
|
|
|
—
|
|
|
3,506,568
|
|
SARs
|
16,251,617
|
|
|
—
|
|
|
35,682,862
|
|
RSUs
|
515,496
|
|
|
48,786
|
|
|
1,026,010
|
|
PSUs and PSARS
|
7,459,987
|
|
|
1,330,000
|
|
|
14,919,280
|
|
(a)
|
Includes share-based compensation awards held by former employees of Liberty Global that (i) became employees of Liberty Latin America as a result of the Split-off Transaction or (ii) were employees of entities included in the Vodafone Disposal Group. For additional information, see note 15.
|
|
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, 2017
|
$
|
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:
|
|
|
|
|
|
|
|
|
|
||||||||
2019 (b)
|
24,348,562
|
|
|
$
|
27.61
|
|
|
95,395,291
|
|
|
$
|
26.64
|
|
|
$
|
3,220.2
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
LiLAC Shares:
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
2,062,233
|
|
|
$
|
22.84
|
|
|
285,572
|
|
|
$
|
22.25
|
|
|
$
|
53.5
|
|
(a)
|
Includes direct acquisition costs, where applicable.
|
(b)
|
Includes repurchases made pursuant to modified Dutch auction cash tenders, comprising 24,002,262 shares of our class A ordinary shares at a per share price of $27.50 and 75,420,009 shares of our class C ordinary shares at a price per share of $27.00, for an aggregate purchase price of $2.7 billion, including direct acquisition costs.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
Liberty Global:
|
|
|
|
|
|
||||||
Performance-based incentive awards (a)
|
$
|
134.5
|
|
|
$
|
50.8
|
|
|
$
|
23.9
|
|
Non-performance based incentive awards (b)
|
107.6
|
|
|
90.1
|
|
|
93.8
|
|
|||
Other (c)
|
39.0
|
|
|
43.4
|
|
|
13.7
|
|
|||
Total Liberty Global
|
281.1
|
|
|
184.3
|
|
|
131.4
|
|
|||
Telenet share-based incentive awards (d)
|
15.6
|
|
|
19.6
|
|
|
20.7
|
|
|||
Other
|
9.1
|
|
|
2.1
|
|
|
10.1
|
|
|||
Total
|
$
|
305.8
|
|
|
$
|
206.0
|
|
|
$
|
162.2
|
|
Included in:
|
|
|
|
|
|
||||||
Other operating expenses
|
$
|
3.9
|
|
|
$
|
4.4
|
|
|
$
|
4.7
|
|
SG&A expenses
|
301.9
|
|
|
201.6
|
|
|
157.5
|
|
|||
Total
|
$
|
305.8
|
|
|
$
|
206.0
|
|
|
$
|
162.2
|
|
(a)
|
Includes share-based compensation expense related to (i) PSUs, (ii) in 2019, (a) the 2019 Challenge Performance Awards and (b) the performance-based portion of the 2019 CEO Performance Award, each as defined and described below, and (iii) through March 2017, certain performance grant units issued to our Chief Executive Officer.
|
(b)
|
The 2019 amount includes share-based compensation expense related to the RSAs issued under the 2019 CEO Performance Award, as defined and described below.
|
(c)
|
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 have been or 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.
|
(d)
|
Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2019, included performance- and non-performance-based stock option awards with respect to 3,846,649 Telenet shares. These stock option awards had a weighted average exercise price of €43.82 ($49.20).
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Assumptions used to estimate fair value of options, SARs and PSARs granted:
|
|
|
|
|
|
||||||
Risk-free interest rate
|
1.59 - 2.45%
|
|
2.68 - 2.92%
|
|
1.66 - 2.16%
|
||||||
Expected life
|
3.2 - 6.2 years
|
|
3.0 - 4.2 years
|
|
3.0 - 6.4 years
|
||||||
Expected volatility
|
29.9 - 33.8%
|
|
30.2 - 33.6%
|
|
25.9 - 37.9%
|
||||||
Expected dividend yield
|
none
|
|
none
|
|
none
|
||||||
Weighted average grant-date fair value per share of awards granted:
|
|
|
|
|
|
||||||
Options
|
$
|
8.60
|
|
|
$
|
8.99
|
|
|
$
|
9.40
|
|
SARs
|
$
|
6.79
|
|
|
$
|
7.92
|
|
|
$
|
8.60
|
|
PSARs
|
$
|
6.92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
RSUs
|
$
|
24.66
|
|
|
$
|
28.72
|
|
|
$
|
31.24
|
|
RSAs
|
$
|
25.29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
PSUs
|
$
|
25.00
|
|
|
$
|
23.60
|
|
|
$
|
26.59
|
|
Total intrinsic value of awards exercised (in millions):
|
|
|
|
|
|
||||||
Options
|
$
|
4.2
|
|
|
$
|
3.8
|
|
|
$
|
13.4
|
|
SARs
|
$
|
13.6
|
|
|
$
|
22.5
|
|
|
$
|
74.8
|
|
Cash received from exercise of options (in millions)
|
$
|
2.3
|
|
|
$
|
5.7
|
|
|
$
|
11.7
|
|
Income tax benefit related to share-based compensation of our continuing operations (in millions)
|
$
|
21.0
|
|
|
$
|
18.6
|
|
|
$
|
9.8
|
|
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, 2019
|
|
580,254
|
|
|
$
|
27.51
|
|
|
|
|
|
||
Granted
|
|
61,244
|
|
|
$
|
26.47
|
|
|
|
|
|
||
Exercised
|
|
(53,240
|
)
|
|
$
|
7.10
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
|
588,258
|
|
|
$
|
29.25
|
|
|
3.7
|
|
$
|
0.7
|
|
Exercisable at December 31, 2019
|
|
447,042
|
|
|
$
|
29.40
|
|
|
2.6
|
|
$
|
0.7
|
|
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, 2019
|
|
2,667,506
|
|
|
$
|
25.09
|
|
|
|
|
|
||
Granted
|
|
1,364,721
|
|
|
$
|
24.52
|
|
|
|
|
|
||
Forfeited
|
|
(349,474
|
)
|
|
$
|
24.79
|
|
|
|
|
|
||
Exercised
|
|
(176,185
|
)
|
|
$
|
6.92
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
|
3,506,568
|
|
|
$
|
25.81
|
|
|
3.0
|
|
$
|
1.7
|
|
Exercisable at December 31, 2019
|
|
2,820,918
|
|
|
$
|
25.68
|
|
|
2.1
|
|
$
|
1.7
|
|
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, 2019
|
|
15,308,562
|
|
|
$
|
32.41
|
|
|
|
|
|
||
Granted
|
|
3,350,635
|
|
|
$
|
24.92
|
|
|
|
|
|
||
Forfeited
|
|
(1,520,202
|
)
|
|
$
|
32.62
|
|
|
|
|
|
||
Exercised
|
|
(509,520
|
)
|
|
$
|
19.91
|
|
|
|
|
|
||
Impact of the sale of the Vodafone Disposal Group
|
|
(377,858
|
)
|
|
$
|
34.89
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
|
16,251,617
|
|
|
$
|
31.18
|
|
|
3.9
|
|
$
|
—
|
|
Exercisable at December 31, 2019
|
|
10,951,161
|
|
|
$
|
32.66
|
|
|
2.4
|
|
$
|
—
|
|
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, 2019
|
|
34,401,980
|
|
|
$
|
30.61
|
|
|
|
|
|
||
Granted
|
|
6,701,270
|
|
|
$
|
24.17
|
|
|
|
|
|
||
Forfeited
|
|
(3,042,500
|
)
|
|
$
|
31.49
|
|
|
|
|
|
||
Exercised
|
|
(1,599,608
|
)
|
|
$
|
19.25
|
|
|
|
|
|
||
Impact of the sale of the Vodafone Disposal Group
|
|
(778,280
|
)
|
|
$
|
33.57
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
|
35,682,862
|
|
|
$
|
29.77
|
|
|
3.6
|
|
$
|
—
|
|
Exercisable at December 31, 2019
|
|
25,082,821
|
|
|
$
|
30.83
|
|
|
2.1
|
|
$
|
—
|
|
PSARs — 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, 2019
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Granted
|
|
4,477,343
|
|
|
$
|
25.97
|
|
|
|
|
|
||
Forfeited
|
|
(405,727
|
)
|
|
$
|
25.97
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
|
4,071,616
|
|
|
$
|
25.97
|
|
|
9.2
|
|
$
|
—
|
|
Exercisable at December 31, 2019
|
|
1,118
|
|
|
$
|
25.97
|
|
|
0.8
|
|
$
|
—
|
|
PSARs — 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, 2019
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Granted
|
|
8,954,686
|
|
|
$
|
25.22
|
|
|
|
|
|
||
Forfeited
|
|
(811,454
|
)
|
|
$
|
25.22
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
|
8,143,232
|
|
|
$
|
25.22
|
|
|
9.2
|
|
$
|
—
|
|
Exercisable at December 31, 2019
|
|
2,236
|
|
|
$
|
25.22
|
|
|
0.8
|
|
$
|
—
|
|
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, 2019
|
|
582,374
|
|
|
$
|
31.85
|
|
|
|
Granted
|
|
359,012
|
|
|
$
|
25.09
|
|
|
|
Forfeited
|
|
(141,043
|
)
|
|
$
|
30.23
|
|
|
|
Released from restrictions
|
|
(284,847
|
)
|
|
$
|
31.34
|
|
|
|
Outstanding at December 31, 2019
|
|
515,496
|
|
|
$
|
27.86
|
|
|
2.5
|
RSUs — Class B ordinary shares
|
|
Number of awards
|
|
Weighted
average grant-date fair value per share |
|
Weighted
average remaining contractual term |
|||
|
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2019
|
|
—
|
|
|
$
|
—
|
|
|
|
Granted
|
|
48,786
|
|
|
$
|
26.03
|
|
|
|
Outstanding at December 31, 2019
|
|
48,786
|
|
|
$
|
26.03
|
|
|
0.2
|
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, 2019
|
|
1,162,351
|
|
|
$
|
31.02
|
|
|
|
Granted
|
|
718,024
|
|
|
$
|
24.35
|
|
|
|
Forfeited
|
|
(281,767
|
)
|
|
$
|
30.32
|
|
|
|
Released from restrictions
|
|
(572,598
|
)
|
|
$
|
30.29
|
|
|
|
Outstanding at December 31, 2019
|
|
1,026,010
|
|
|
$
|
26.95
|
|
|
2.5
|
RSAs — Class B ordinary shares
|
|
Number of awards
|
|
Weighted
average grant-date fair value per share |
|
Weighted
average remaining contractual term |
|||
|
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2019
|
|
—
|
|
|
$
|
—
|
|
|
|
Granted
|
|
670,000
|
|
|
$
|
25.29
|
|
|
|
Released from restrictions
|
|
(670,000
|
)
|
|
$
|
25.29
|
|
|
|
Outstanding at December 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
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, 2019
|
|
2,904,644
|
|
|
$
|
28.22
|
|
|
|
Granted
|
|
2,502,764
|
|
|
$
|
25.44
|
|
|
|
Forfeited
|
|
(548,237
|
)
|
|
$
|
28.58
|
|
|
|
Released from restrictions
|
|
(1,416,391
|
)
|
|
$
|
31.04
|
|
|
|
Impact of the sale of the Vodafone Disposal Group
|
|
(54,409
|
)
|
|
$
|
24.03
|
|
|
|
Outstanding at December 31, 2019
|
|
3,388,371
|
|
|
$
|
25.00
|
|
|
1.6
|
PSUs — Class B ordinary shares
|
|
Number of awards
|
|
Weighted
average grant-date fair value per share |
|
Weighted
average remaining contractual term |
|||
|
|
|
|
|
|
in years
|
|||
Outstanding at January 1, 2019
|
|
—
|
|
|
$
|
—
|
|
|
|
Granted
|
|
1,330,000
|
|
|
$
|
25.29
|
|
|
|
Outstanding at December 31, 2019
|
|
1,330,000
|
|
|
$
|
25.29
|
|
|
0.9
|
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, 2019
|
|
5,814,437
|
|
|
$
|
27.39
|
|
|
|
Granted
|
|
5,005,528
|
|
|
$
|
24.69
|
|
|
|
Forfeited
|
|
(1,098,252
|
)
|
|
$
|
27.71
|
|
|
|
Released from restrictions
|
|
(2,836,847
|
)
|
|
$
|
30.06
|
|
|
|
Impact of the sale of the Vodafone Disposal Group
|
|
(108,818
|
)
|
|
$
|
23.41
|
|
|
|
Outstanding at December 31, 2019
|
|
6,776,048
|
|
|
$
|
24.29
|
|
|
1.6
|
|
|
Number of awards
|
|
Weighted average exercise or base price
|
|
Weighted average remaining contractual term
|
|
Aggregate intrinsic value
|
|||||
Options and SARs:
|
|
|
|
|
|
|
|
|
|||||
Class A:
|
|
|
|
|
|
|
|
|
|||||
Outstanding
|
|
1,509,447
|
|
|
$
|
33.96
|
|
|
2.0
|
|
$
|
—
|
|
Exercisable
|
|
1,429,022
|
|
|
$
|
33.95
|
|
|
1.8
|
|
$
|
—
|
|
Class C:
|
|
|
|
|
|
|
|
|
|||||
Outstanding
|
|
3,374,752
|
|
|
$
|
32.08
|
|
|
1.8
|
|
$
|
—
|
|
Exercisable
|
|
3,213,870
|
|
|
$
|
32.02
|
|
|
1.7
|
|
$
|
—
|
|
|
|
Number of awards
|
|
Weighted average grant date fair value per share
|
|
Weighted average remaining contractual term
|
|||
Outstanding RSUs and PSUs:
|
|
|
|
|
|
|
|||
Class A:
|
|
|
|
|
|
|
|||
RSUs
|
|
3,969
|
|
|
$
|
33.23
|
|
|
1.3
|
PSUs
|
|
54,990
|
|
|
$
|
24.05
|
|
|
0.8
|
Class C:
|
|
|
|
|
|
|
|||
RSUs
|
|
7,923
|
|
|
$
|
32.33
|
|
|
1.3
|
PSUs
|
|
109,980
|
|
|
$
|
23.44
|
|
|
0.8
|
|
Employee
severance
and
termination
|
|
Office
closures
|
|
Contract termination
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Restructuring liability as of January 1, 2019, before effect of accounting change
|
$
|
14.7
|
|
|
$
|
8.5
|
|
|
$
|
17.9
|
|
|
$
|
41.1
|
|
Accounting change (a)
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
||||
Restructuring liability as of January 1, 2019, as adjusted for accounting change
|
14.7
|
|
|
6.1
|
|
|
17.9
|
|
|
38.7
|
|
||||
Restructuring charges
|
84.3
|
|
|
1.1
|
|
|
4.5
|
|
|
89.9
|
|
||||
Cash paid
|
(81.3
|
)
|
|
(4.4
|
)
|
|
(10.9
|
)
|
|
(96.6
|
)
|
||||
Foreign currency translation adjustments and other
|
1.4
|
|
|
(0.6
|
)
|
|
(0.9
|
)
|
|
(0.1
|
)
|
||||
Restructuring liability as of December 31, 2019
|
$
|
19.1
|
|
|
$
|
2.2
|
|
|
$
|
10.6
|
|
|
$
|
31.9
|
|
|
|
|
|
|
|
|
|
||||||||
Current portion
|
$
|
17.6
|
|
|
$
|
1.9
|
|
|
$
|
3.2
|
|
|
$
|
22.7
|
|
Noncurrent portion
|
1.5
|
|
|
0.3
|
|
|
7.4
|
|
|
9.2
|
|
||||
Total
|
$
|
19.1
|
|
|
$
|
2.2
|
|
|
$
|
10.6
|
|
|
$
|
31.9
|
|
(a)
|
Amount represents restructuring liabilities related to operating leases that have been reclassified to lease liabilities in connection with our January 1, 2019 adoption of ASU 2016-02. For additional information, see note 2.
|
|
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
|
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Fair value of plan assets (a)
|
$
|
1,500.0
|
|
|
$
|
1,305.0
|
|
|
$
|
1,412.2
|
|
Projected benefit obligation
|
$
|
1,407.5
|
|
|
$
|
1,217.5
|
|
|
$
|
1,335.4
|
|
Net asset
|
$
|
92.5
|
|
|
$
|
87.5
|
|
|
$
|
76.8
|
|
(a)
|
The fair value of plan assets at December 31, 2019 includes $1,120.1 million, $113.3 million and $266.6 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, 2017
|
$
|
(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
|
|
|||||
Other comprehensive earnings
|
490.3
|
|
|
(9.4
|
)
|
|
480.9
|
|
|
1.2
|
|
|
482.1
|
|
|||||
Balance at December 31, 2019
|
$
|
1,209.6
|
|
|
$
|
(96.9
|
)
|
|
$
|
1,112.7
|
|
|
$
|
(2.8
|
)
|
|
$
|
1,109.9
|
|
|
|
Pre-tax
amount
|
|
Tax benefit (expense)
|
|
Net-of-tax
amount
|
||||||
|
|
in millions
|
||||||||||
Year ended December 31, 2019:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
432.2
|
|
|
$
|
3.3
|
|
|
$
|
435.5
|
|
Pension-related adjustments and other
|
|
(16.7
|
)
|
|
2.3
|
|
|
(14.4
|
)
|
|||
Other comprehensive earnings from continuing operations
|
|
415.5
|
|
|
5.6
|
|
|
421.1
|
|
|||
Other comprehensive earnings from discontinued operations (a)
|
|
61.1
|
|
|
(0.1
|
)
|
|
61.0
|
|
|||
Other comprehensive earnings
|
|
476.6
|
|
|
5.5
|
|
|
482.1
|
|
|||
Other comprehensive earnings attributable to noncontrolling interests (b)
|
|
(1.5
|
)
|
|
0.3
|
|
|
(1.2
|
)
|
|||
Other comprehensive earnings attributable to Liberty Global
shareholders
|
|
$
|
475.1
|
|
|
$
|
5.8
|
|
|
$
|
480.9
|
|
|
|
|
|
|
|
|
||||||
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 earnings 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
|
|
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 earnings 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
|
|
(a)
|
For additional information regarding the reclassification of foreign currency translation adjustments included in net earnings, see note 6.
|
(b)
|
Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
|
|
Payments due during:
|
|
|
||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
in millions
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Programming commitments
|
$
|
1,165.0
|
|
|
$
|
887.4
|
|
|
$
|
355.3
|
|
|
$
|
17.5
|
|
|
$
|
14.2
|
|
|
$
|
30.4
|
|
|
$
|
2,469.8
|
|
Network and connectivity commitments
|
715.3
|
|
|
313.3
|
|
|
98.3
|
|
|
46.9
|
|
|
39.9
|
|
|
736.1
|
|
|
1,949.8
|
|
|||||||
Purchase commitments
|
668.0
|
|
|
181.5
|
|
|
60.8
|
|
|
35.9
|
|
|
17.3
|
|
|
25.1
|
|
|
988.6
|
|
|||||||
Other commitments
|
30.0
|
|
|
3.4
|
|
|
2.0
|
|
|
0.3
|
|
|
0.3
|
|
|
1.0
|
|
|
37.0
|
|
|||||||
Total
|
$
|
2,578.3
|
|
|
$
|
1,385.6
|
|
|
$
|
516.4
|
|
|
$
|
100.6
|
|
|
$
|
71.7
|
|
|
$
|
792.6
|
|
|
$
|
5,445.2
|
|
•
|
U.K./Ireland
|
•
|
Belgium
|
•
|
Switzerland
|
•
|
Central and Eastern Europe
|
•
|
VodafoneZiggo JV
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
Increase (decrease) to Adjusted OIBDA:
|
|
|
|
|
|
||||||
U.K./Ireland
|
$
|
(66.6
|
)
|
|
$
|
(61.7
|
)
|
|
$
|
(52.8
|
)
|
Switzerland
|
(33.0
|
)
|
|
(36.7
|
)
|
|
(32.3
|
)
|
|||
Central and Eastern Europe
|
(14.7
|
)
|
|
(15.5
|
)
|
|
(13.4
|
)
|
|||
Central and Corporate
|
114.3
|
|
|
113.9
|
|
|
98.5
|
|
|||
Total Liberty Global
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Revenue
|
|
Adjusted OIBDA
|
|
Revenue
|
|
Adjusted OIBDA (b)
|
|
Revenue
|
|
Adjusted OIBDA (b)
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.K./Ireland
|
$
|
6,600.3
|
|
|
$
|
2,800.5
|
|
|
$
|
6,875.1
|
|
|
$
|
2,995.5
|
|
|
$
|
6,398.7
|
|
|
$
|
2,831.2
|
|
Belgium
|
2,893.0
|
|
|
1,386.1
|
|
|
2,993.6
|
|
|
1,480.0
|
|
|
2,865.3
|
|
|
1,300.3
|
|
||||||
Switzerland
|
1,258.8
|
|
|
627.9
|
|
|
1,326.0
|
|
|
712.0
|
|
|
1,370.1
|
|
|
800.3
|
|
||||||
Central and Eastern Europe
|
475.4
|
|
|
215.0
|
|
|
492.2
|
|
|
233.6
|
|
|
467.5
|
|
|
220.1
|
|
||||||
Central and Corporate
|
316.4
|
|
|
(171.1
|
)
|
|
274.2
|
|
|
(257.8
|
)
|
|
189.4
|
|
|
(317.3
|
)
|
||||||
Intersegment eliminations (a)
|
(2.4
|
)
|
|
1.1
|
|
|
(3.2
|
)
|
|
(11.8
|
)
|
|
(14.6
|
)
|
|
(9.5
|
)
|
||||||
Total
|
$
|
11,541.5
|
|
|
$
|
4,859.5
|
|
|
$
|
11,957.9
|
|
|
$
|
5,151.5
|
|
|
$
|
11,276.4
|
|
|
$
|
4,825.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
VodafoneZiggo JV
|
$
|
4,407.8
|
|
|
$
|
1,987.7
|
|
|
$
|
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.
|
(b)
|
Amounts have been revised to reflect the retrospective impact of the Centrally-held Cost Allocation, as described above.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Adjusted OIBDA from continuing operations
|
$
|
4,859.5
|
|
|
$
|
5,151.5
|
|
|
$
|
4,825.1
|
|
Share-based compensation expense
|
(305.8
|
)
|
|
(206.0
|
)
|
|
(162.2
|
)
|
|||
Depreciation and amortization
|
(3,652.2
|
)
|
|
(3,858.2
|
)
|
|
(3,790.6
|
)
|
|||
Impairment, restructuring and other operating items, net
|
(156.0
|
)
|
|
(248.2
|
)
|
|
(79.9
|
)
|
|||
Operating income
|
745.5
|
|
|
839.1
|
|
|
792.4
|
|
|||
Interest expense
|
(1,385.9
|
)
|
|
(1,478.7
|
)
|
|
(1,416.1
|
)
|
|||
Realized and unrealized gains (losses) on derivative instruments, net
|
(192.0
|
)
|
|
1,125.8
|
|
|
(1,052.8
|
)
|
|||
Foreign currency transaction gains (losses), net
|
(94.8
|
)
|
|
90.4
|
|
|
(181.5
|
)
|
|||
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net
|
72.0
|
|
|
(384.5
|
)
|
|
43.4
|
|
|||
Losses on debt modification and extinguishment, net
|
(216.7
|
)
|
|
(65.0
|
)
|
|
(252.2
|
)
|
|||
Share of results of affiliates, net
|
(198.5
|
)
|
|
(8.7
|
)
|
|
(95.2
|
)
|
|||
Other income, net
|
114.4
|
|
|
43.4
|
|
|
50.9
|
|
|||
Earnings (loss) from continuing operations before income taxes
|
$
|
(1,156.0
|
)
|
|
$
|
161.8
|
|
|
$
|
(2,111.1
|
)
|
|
Long-lived assets
|
|
Total assets
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
in millions
|
||||||||||||||
U.K./Ireland
|
$
|
16,170.9
|
|
|
$
|
16,254.6
|
|
|
$
|
20,665.5
|
|
|
$
|
20,702.5
|
|
Belgium
|
5,910.3
|
|
|
5,979.4
|
|
|
7,148.2
|
|
|
6,972.1
|
|
||||
Switzerland
|
4,247.7
|
|
|
4,165.4
|
|
|
4,647.8
|
|
|
4,496.0
|
|
||||
Central and Eastern Europe
|
1,062.2
|
|
|
1,087.4
|
|
|
1,135.2
|
|
|
1,130.8
|
|
||||
Central and Corporate
|
1,079.6
|
|
|
1,142.2
|
|
|
15,449.6
|
|
|
9,321.1
|
|
||||
Total - continuing operations
|
$
|
28,470.7
|
|
|
$
|
28,629.0
|
|
|
$
|
49,046.3
|
|
|
$
|
42,622.5
|
|
|
|
|
|
|
|
|
|
||||||||
VodafoneZiggo JV
|
$
|
20,674.8
|
|
|
$
|
22,026.2
|
|
|
$
|
22,426.5
|
|
|
$
|
23,255.3
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
U.K./Ireland
|
$
|
1,578.0
|
|
|
$
|
1,988.9
|
|
|
$
|
2,161.8
|
|
Belgium
|
537.2
|
|
|
790.8
|
|
|
691.0
|
|
|||
Switzerland
|
277.9
|
|
|
249.6
|
|
|
244.4
|
|
|||
Central and Eastern Europe
|
107.0
|
|
|
152.8
|
|
|
158.2
|
|
|||
Central and Corporate (a)
|
380.4
|
|
|
523.5
|
|
|
448.1
|
|
|||
Total property and equipment additions
|
2,880.5
|
|
|
3,705.6
|
|
|
3,703.5
|
|
|||
Assets acquired under capital-related vendor financing arrangements
|
(1,727.0
|
)
|
|
(2,175.5
|
)
|
|
(2,336.2
|
)
|
|||
Assets acquired under finance leases
|
(66.9
|
)
|
|
(102.4
|
)
|
|
(106.7
|
)
|
|||
Changes in current liabilities related to capital expenditures
|
156.5
|
|
|
25.3
|
|
|
(10.6
|
)
|
|||
Total capital expenditures, net
|
$
|
1,243.1
|
|
|
$
|
1,453.0
|
|
|
$
|
1,250.0
|
|
|
|
|
|
|
|
||||||
Capital expenditures, net:
|
|
|
|
|
|
||||||
Third-party payments
|
$
|
1,323.9
|
|
|
$
|
1,552.7
|
|
|
$
|
1,586.5
|
|
Proceeds received for transfers to related parties (b)
|
(80.8
|
)
|
|
(99.7
|
)
|
|
(336.5
|
)
|
|||
Total capital expenditures, net
|
$
|
1,243.1
|
|
|
$
|
1,453.0
|
|
|
$
|
1,250.0
|
|
|
|
|
|
|
|
||||||
Property and equipment additions - VodafoneZiggo JV
|
$
|
887.9
|
|
|
$
|
988.7
|
|
|
$
|
933.9
|
|
(a)
|
Includes (i) property and equipment additions representing centrally-owned assets that benefit our operating segments and (ii) the net impact of certain centrally-procured network equipment that is ultimately transferred to our operating segments.
|
(b)
|
Primarily relates to transfers of centrally-procured property and equipment to our discontinued operations and the VodafoneZiggo JV.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
Residential revenue:
|
|
|
|
|
|
||||||
Residential cable revenue (a):
|
|
|
|
|
|
||||||
Subscription revenue (b):
|
|
|
|
|
|
||||||
Broadband internet
|
$
|
3,187.4
|
|
|
$
|
3,226.6
|
|
|
$
|
2,979.7
|
|
Video
|
2,723.9
|
|
|
2,863.2
|
|
|
2,786.5
|
|
|||
Fixed-line telephony
|
1,413.2
|
|
|
1,607.8
|
|
|
1,599.8
|
|
|||
Total subscription revenue
|
7,324.5
|
|
|
7,697.6
|
|
|
7,366.0
|
|
|||
Non-subscription revenue
|
198.1
|
|
|
279.1
|
|
|
343.6
|
|
|||
Total residential cable revenue
|
7,522.6
|
|
|
7,976.7
|
|
|
7,709.6
|
|
|||
Residential mobile revenue (c):
|
|
|
|
|
|
||||||
Subscription revenue (b)
|
932.1
|
|
|
983.5
|
|
|
999.7
|
|
|||
Non-subscription revenue
|
688.2
|
|
|
694.8
|
|
|
607.1
|
|
|||
Total residential mobile revenue
|
1,620.3
|
|
|
1,678.3
|
|
|
1,606.8
|
|
|||
Total residential revenue
|
9,142.9
|
|
|
9,655.0
|
|
|
9,316.4
|
|
|||
B2B revenue (d):
|
|
|
|
|
|
||||||
Subscription revenue
|
472.5
|
|
|
446.4
|
|
|
367.6
|
|
|||
Non-subscription revenue
|
1,441.5
|
|
|
1,537.1
|
|
|
1,372.5
|
|
|||
Total B2B revenue
|
1,914.0
|
|
|
1,983.5
|
|
|
1,740.1
|
|
|||
Other revenue (e)
|
484.6
|
|
|
319.4
|
|
|
219.9
|
|
|||
Total
|
$
|
11,541.5
|
|
|
$
|
11,957.9
|
|
|
$
|
11,276.4
|
|
(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. 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 broadband internet, video, 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 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, (i) revenue earned from the JV Services and the sale of customer premises equipment to the VodafoneZiggo JV, (ii) revenue earned from transitional and other services provided to various third parties and (iii) broadcasting revenue in Ireland.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
U.K.
|
$
|
6,086.2
|
|
|
$
|
6,351.2
|
|
|
$
|
5,927.9
|
|
Belgium
|
2,893.0
|
|
|
2,993.6
|
|
|
2,865.3
|
|
|||
Switzerland
|
1,258.8
|
|
|
1,326.0
|
|
|
1,370.1
|
|
|||
Ireland
|
514.1
|
|
|
523.9
|
|
|
470.8
|
|
|||
Poland
|
425.7
|
|
|
440.7
|
|
|
417.9
|
|
|||
Slovakia
|
49.7
|
|
|
51.5
|
|
|
49.6
|
|
|||
Other, including intersegment eliminations
|
314.0
|
|
|
271.0
|
|
|
174.8
|
|
|||
Total
|
$
|
11,541.5
|
|
|
$
|
11,957.9
|
|
|
$
|
11,276.4
|
|
|
|
|
|
|
|
||||||
VodafoneZiggo JV (the Netherlands)
|
$
|
4,407.8
|
|
|
$
|
4,602.2
|
|
|
$
|
4,512.5
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
|
|
|
|
||||
U.K.
|
$
|
15,422.4
|
|
|
$
|
15,489.2
|
|
Belgium
|
5,910.3
|
|
|
5,979.4
|
|
||
Switzerland
|
4,247.7
|
|
|
4,165.4
|
|
||
Poland
|
937.0
|
|
|
958.7
|
|
||
Ireland
|
748.5
|
|
|
765.4
|
|
||
Slovakia
|
125.2
|
|
|
128.7
|
|
||
U.S. and other (a)
|
1,079.6
|
|
|
1,142.2
|
|
||
Total
|
$
|
28,470.7
|
|
|
$
|
28,629.0
|
|
|
|
|
|
||||
VodafoneZiggo JV (the Netherlands)
|
$
|
20,674.8
|
|
|
$
|
22,026.2
|
|
(a)
|
Primarily relates to certain long-lived assets included in Central and Corporate.
|
|
|
2019
|
||||||||||||||
|
|
1st quarter
|
|
2nd quarter
|
|
3rd quarter
|
|
4th quarter
|
||||||||
|
|
in millions, except per share amounts
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
2,868.0
|
|
|
$
|
2,850.4
|
|
|
$
|
2,840.9
|
|
|
$
|
2,982.2
|
|
Operating income
|
|
$
|
105.5
|
|
|
$
|
148.7
|
|
|
$
|
208.8
|
|
|
$
|
282.5
|
|
Earnings (loss) from continuing operations
|
|
$
|
(306.9
|
)
|
|
$
|
(339.6
|
)
|
|
$
|
587.2
|
|
|
$
|
(1,349.7
|
)
|
Net earnings (loss)
|
|
$
|
15.7
|
|
|
$
|
82.5
|
|
|
$
|
12,885.1
|
|
|
$
|
(1,345.1
|
)
|
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders
|
|
$
|
(315.6
|
)
|
|
$
|
(369.1
|
)
|
|
$
|
550.0
|
|
|
$
|
(1,391.1
|
)
|
Net earnings (loss) attributable to Liberty Global shareholders
|
|
$
|
7.0
|
|
|
$
|
53.0
|
|
|
$
|
12,847.9
|
|
|
$
|
(1,386.5
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders per share (note 3)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
0.77
|
|
|
$
|
(2.20
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) attributable to Liberty Global shareholders per share
|
|
$
|
0.01
|
|
|
$
|
0.07
|
|
|
$
|
17.99
|
|
|
$
|
(2.19
|
)
|
Diluted earnings (loss) attributable to Liberty Global shareholders per share
|
|
$
|
0.01
|
|
|
$
|
0.07
|
|
|
$
|
17.91
|
|
|
$
|
(2.19
|
)
|
|
|
2018
|
||||||||||||||
|
|
1st quarter
|
|
2nd quarter
|
|
3rd quarter
|
|
4th quarter
|
||||||||
|
|
in millions, except per share amounts
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
3,063.5
|
|
|
$
|
3,015.6
|
|
|
$
|
2,929.7
|
|
|
$
|
2,949.1
|
|
Operating income
|
|
$
|
117.5
|
|
|
$
|
264.1
|
|
|
$
|
205.1
|
|
|
$
|
252.4
|
|
Earnings (loss) from continuing operations
|
|
$
|
(1,367.2
|
)
|
|
$
|
669.0
|
|
|
$
|
(399.4
|
)
|
|
$
|
(313.9
|
)
|
Net earnings (loss)
|
|
$
|
(1,178.6
|
)
|
|
$
|
950.5
|
|
|
$
|
1,025.9
|
|
|
$
|
52.2
|
|
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders
|
|
$
|
(1,373.3
|
)
|
|
$
|
632.9
|
|
|
$
|
(450.6
|
)
|
|
$
|
(341.0
|
)
|
Net earnings (loss) attributable to Liberty Global shareholders
|
|
$
|
(1,186.5
|
)
|
|
$
|
912.6
|
|
|
$
|
974.1
|
|
|
$
|
25.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders per share (note 3)
|
|
$
|
(1.70
|
)
|
|
$
|
0.80
|
|
|
$
|
(0.57
|
)
|
|
$
|
(0.45
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) attributable to Liberty Global shareholders per share
|
|
$
|
(1.47
|
)
|
|
$
|
1.16
|
|
|
$
|
1.23
|
|
|
$
|
0.03
|
|
Diluted earnings (loss) attributable to Liberty Global shareholders per share
|
|
$
|
(1.47
|
)
|
|
$
|
1.15
|
|
|
$
|
1.23
|
|
|
$
|
0.03
|
|
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
|
|
|
|
|
|
71,262,640
|
|
|||
Liberty Global Class A ordinary shares
|
|
18,331,934
|
|
|
$
|
30.82
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
36,771,970
|
|
|
$
|
29.83
|
|
|
|
|
Liberty Global 2014 Nonemployee Director Incentive Plan (4):
|
|
|
|
|
|
|
||||
Total ordinary shares available for issuance
|
|
|
|
|
|
8,652,029
|
|
|||
Liberty Global Class A ordinary shares
|
|
436,512
|
|
|
$
|
32.46
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
1,250,046
|
|
|
$
|
29.60
|
|
|
|
|
Liberty Global 2005 Incentive Plan (5):
|
|
|
|
|
|
—
|
|
|||
Liberty Global Class A ordinary shares
|
|
3,301,605
|
|
|
$
|
28.17
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
9,833,382
|
|
|
$
|
26.74
|
|
|
|
|
Liberty Global 2005 Director Incentive Plan (5):
|
|
|
|
|
|
—
|
|
|||
Liberty Global Class A ordinary shares
|
|
86,759
|
|
|
$
|
23.09
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
268,664
|
|
|
$
|
22.05
|
|
|
|
|
VM Incentive Plan (5):
|
|
|
|
|
|
—
|
|
|||
Liberty Global Class A ordinary shares
|
|
264,128
|
|
|
$
|
25.47
|
|
|
|
|
Liberty Global Class C ordinary shares
|
|
2,583,352
|
|
|
$
|
24.70
|
|
|
|
|
Equity compensation plans not approved by security holders:
|
|
|
|
|
|
|
||||
None
|
|
—
|
|
|
|
|
—
|
|
||
Totals:
|
|
|
|
|
|
|
||||
Total ordinary shares available for issuance
|
|
|
|
|
|
79,914,669
|
|
|||
Liberty Global Class A ordinary shares
|
|
22,420,938
|
|
|
|
|
|
|||
Liberty Global Class C ordinary shares
|
|
50,707,414
|
|
|
|
|
|
(1)
|
This table includes (i) SARs and PSARs with respect to 17,761,064 and 4,071,616 Liberty Global Class A shares, respectively, and 39,057,614 and 8,143,232 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, 2019, all of our outstanding SARs were out-of-the-money as of such date. For further information, see note 15 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 3,962,826, 1,378,786 and 7,919,961, Liberty Global Class A, Liberty Global Class B 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 155 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, 2019, an aggregate of 71,262,640 ordinary shares were available for issuance pursuant to the incentive plan. For further information, see note 15 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, 2019, an aggregate of 8,652,029 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, 2019 and 2018 (Parent Company Only)
|
|
Liberty Global plc Condensed Statements of Operations for the years ended December 31, 2019, 2018 and 2017 (Parent Company Only)
|
|
Liberty Global plc Condensed Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 (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
|
|
|
4.11
|
|
|
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
|
|
|
|
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
|
|
***
|
Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S‑K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and similar attachments upon request by the United States Securities and Exchange Commission
|
Item 16.
|
FORM 10-K SUMMARY
|
|
|
|
LIBERTY GLOBAL PLC
|
|
|
|
|
Dated:
|
February 13, 2020
|
|
/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 13, 2020
|
John C. Malone
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL T. FRIES
|
|
President, Chief Executive Officer and Director
|
|
February 13, 2020
|
Michael T. Fries
|
|
|
|
|
|
|
|
|
|
/s/ ANDREW J. COLE
|
|
Director
|
|
February 13, 2020
|
Andrew J. Cole
|
|
|
|
|
|
|
|
|
|
/s/ MIRANDA CURTIS
|
|
Director
|
|
February 13, 2020
|
Miranda Curtis
|
|
|
|
|
|
|
|
|
|
/s/ JOHN W. DICK
|
|
Director
|
|
February 13, 2020
|
John W. Dick
|
|
|
|
|
|
|
|
|
|
/s/ PAUL A. GOULD
|
|
Director
|
|
February 13, 2020
|
Paul A. Gould
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD R. GREEN
|
|
Director
|
|
February 13, 2020
|
Richard R. Green
|
|
|
|
|
|
|
|
|
|
/s/ DAVID E. RAPLEY
|
|
Director
|
|
February 13, 2020
|
David E. Rapley
|
|
|
|
|
|
|
|
|
|
/s/ LARRY E. ROMRELL
|
|
Director
|
|
February 13, 2020
|
Larry E. Romrell
|
|
|
|
|
|
|
|
|
|
/s/ J.C. SPARKMAN
|
|
Director
|
|
February 13, 2020
|
J.C. Sparkman
|
|
|
|
|
|
|
|
|
|
/s/ J. DAVID WARGO
|
|
Director
|
|
February 13, 2020
|
J. David Wargo
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES H.R. BRACKEN
|
|
Executive Vice President and Chief Financial Officer
|
|
February 13, 2020
|
Charles H.R. Bracken
|
|
|
|
|
|
|
|
|
|
/s/ JASON WALDRON
|
|
Senior Vice President and Chief Accounting Officer
|
|
February 13, 2020
|
Jason Waldron
|
|
|
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
in millions
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6.7
|
|
|
$
|
10.8
|
|
Other receivables — related-party
|
68.9
|
|
|
13.0
|
|
||
Other current assets
|
80.6
|
|
|
7.0
|
|
||
Total current assets
|
156.2
|
|
|
30.8
|
|
||
Long-term notes receivable — related-party
|
2,984.9
|
|
|
1,215.5
|
|
||
Investments in consolidated subsidiaries, including intercompany balances
|
33,570.7
|
|
|
20,829.5
|
|
||
Other assets, net
|
266.1
|
|
|
13.7
|
|
||
Total assets
|
$
|
36,977.9
|
|
|
$
|
22,089.5
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
0.5
|
|
|
$
|
3.5
|
|
Other payables — related-party
|
22.5
|
|
|
26.4
|
|
||
Current portion of notes payable — related-party
|
7,575.4
|
|
|
3,033.3
|
|
||
Accrued liabilities and other
|
12.6
|
|
|
9.1
|
|
||
Total current liabilities
|
7,611.0
|
|
|
3,072.3
|
|
||
Long-term notes payable — related-party
|
15,757.2
|
|
|
14,332.5
|
|
||
Other long-term liabilities
|
3.5
|
|
|
3.3
|
|
||
Total liabilities
|
23,371.7
|
|
|
17,408.1
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Liberty Global Shares — Class A, $0.01 nominal value. Issued and outstanding 181,560,735 and 204,450,499 shares, respectively
|
1.8
|
|
|
2.0
|
|
||
Liberty Global Shares — Class B, $0.01 nominal value. Issued and outstanding 12,151,526 and 11,099,593 shares, respectively
|
0.1
|
|
|
0.1
|
|
||
Liberty Global Shares — Class C, $0.01 nominal value. Issued and outstanding 438,867,447 and 531,174,389 shares, respectively
|
4.4
|
|
|
5.3
|
|
||
Additional paid-in capital
|
6,136.9
|
|
|
9,214.5
|
|
||
Accumulated earnings (deficit)
|
6,350.4
|
|
|
(5,172.2
|
)
|
||
Accumulated other comprehensive earnings, net of taxes
|
1,112.7
|
|
|
631.8
|
|
||
Treasury shares, at cost
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Total shareholders’ equity
|
13,606.2
|
|
|
4,681.4
|
|
||
Total liabilities and shareholders’ equity
|
$
|
36,977.9
|
|
|
$
|
22,089.5
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative (including share-based compensation)
|
$
|
61.0
|
|
|
$
|
42.8
|
|
|
$
|
44.9
|
|
Related-party fees and allocations
|
20.6
|
|
|
8.0
|
|
|
55.2
|
|
|||
Depreciation and amortization
|
1.4
|
|
|
1.5
|
|
|
1.0
|
|
|||
Other operating expenses
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Operating loss
|
(83.2
|
)
|
|
(52.3
|
)
|
|
(101.1
|
)
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Interest expense — related-party
|
(864.6
|
)
|
|
(678.0
|
)
|
|
(406.5
|
)
|
|||
Interest income — related-party
|
89.6
|
|
|
70.9
|
|
|
822.7
|
|
|||
Foreign currency transaction gains (losses), net
|
281.2
|
|
|
381.0
|
|
|
(644.8
|
)
|
|||
Other income (expense), net
|
3.4
|
|
|
0.1
|
|
|
(3.3
|
)
|
|||
|
(490.4
|
)
|
|
(226.0
|
)
|
|
(231.9
|
)
|
|||
Loss before income taxes and equity in earnings (losses) of consolidated subsidiaries, net
|
(573.6
|
)
|
|
(278.3
|
)
|
|
(333.0
|
)
|
|||
Equity in earnings (losses) of consolidated subsidiaries, net
|
11,921.4
|
|
|
887.9
|
|
|
(2,386.0
|
)
|
|||
Income tax benefit (expense)
|
173.6
|
|
|
115.7
|
|
|
(59.1
|
)
|
|||
Net earnings (loss)
|
$
|
11,521.4
|
|
|
$
|
725.3
|
|
|
$
|
(2,778.1
|
)
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
in millions
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
11,521.4
|
|
|
$
|
725.3
|
|
|
$
|
(2,778.1
|
)
|
Adjustments to reconcile net earnings (loss) to net cash provided (used) by operating activities:
|
|
|
|
|
|
||||||
Equity in losses (earnings) of consolidated subsidiaries, net
|
(11,921.4
|
)
|
|
(887.9
|
)
|
|
2,386.0
|
|
|||
Share-based compensation expense
|
35.8
|
|
|
20.6
|
|
|
19.8
|
|
|||
Related-party fees and allocations
|
20.6
|
|
|
8.0
|
|
|
55.2
|
|
|||
Depreciation and amortization
|
1.4
|
|
|
1.5
|
|
|
1.0
|
|
|||
Other operating expenses
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency transaction losses (gains), net
|
(281.2
|
)
|
|
(381.0
|
)
|
|
644.8
|
|
|||
Deferred income tax benefit
|
(10.0
|
)
|
|
(2.8
|
)
|
|
(1.6
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables and other operating assets
|
(213.7
|
)
|
|
(134.8
|
)
|
|
502.7
|
|
|||
Payables and accruals
|
554.3
|
|
|
564.4
|
|
|
(160.9
|
)
|
|||
Net cash provided (used) by operating activities
|
(292.6
|
)
|
|
(86.7
|
)
|
|
668.9
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Distribution and repayments from (investments in and advances to) consolidated subsidiaries, net
|
(142.8
|
)
|
|
(93.4
|
)
|
|
1,188.7
|
|
|||
Funding of the Vodafone Escrow Accounts, net
|
(295.2
|
)
|
|
—
|
|
|
—
|
|
|||
Other investing activities, net
|
(0.1
|
)
|
|
—
|
|
|
(7.0
|
)
|
|||
Net cash provided (used) by investing activities
|
(438.1
|
)
|
|
(93.4
|
)
|
|
1,181.7
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings of related-party debt
|
5,870.5
|
|
|
3,133.3
|
|
|
4,632.7
|
|
|||
Repayments of related-party debt
|
(2,018.6
|
)
|
|
(1,010.0
|
)
|
|
(3,496.0
|
)
|
|||
Repurchase of Liberty Global ordinary shares
|
(3,219.4
|
)
|
|
(2,009.9
|
)
|
|
(2,976.2
|
)
|
|||
Borrowings of third-party debt
|
98.6
|
|
|
—
|
|
|
—
|
|
|||
Other financing activities, net
|
(5.0
|
)
|
|
4.3
|
|
|
3.6
|
|
|||
Net cash provided (used) by financing activities
|
726.1
|
|
|
117.7
|
|
|
(1,835.9
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
0.5
|
|
|
—
|
|
|
(0.4
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(4.1
|
)
|
|
(62.4
|
)
|
|
14.3
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Beginning of period
|
16.0
|
|
|
78.4
|
|
|
64.1
|
|
|||
End of period
|
$
|
11.9
|
|
|
$
|
16.0
|
|
|
$
|
78.4
|
|
|
|
|
|
|
|
||||||
Details of end of period cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
6.7
|
|
|
$
|
10.8
|
|
|
$
|
73.2
|
|
Restricted cash included in other current assets
|
5.2
|
|
|
5.2
|
|
|
5.2
|
|
|||
Total cash and cash equivalents and restricted cash
|
$
|
11.9
|
|
|
$
|
16.0
|
|
|
$
|
78.4
|
|
|
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
|
|
Deductions
or write-offs
|
|
Foreign
currency
translation
adjustments
|
|
Balance at
end of
period
|
|||||||||
|
in millions
|
|||||||||||||||||||||
Year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
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
|
|
2019
|
$
|
45.8
|
|
|
—
|
|
|
44.6
|
|
|
—
|
|
|
(48.3
|
)
|
|
0.7
|
|
|
$
|
42.8
|
|
|
•
|
|
increase its share capital by allotting and issuing new shares;
|
|
•
|
|
consolidate and divide all or any of its share capital into shares of a larger nominal value than the existing shares;
|
|
•
|
|
cancel any of its shares;
|
|
•
|
|
subdivide any of its shares into shares of a smaller nominal value than its existing shares;
|
|
•
|
|
determine that, as between the shares resulting from such a subdivision, any of them may have any preference or advantage as compared with the others; and
|
|
•
|
|
redenominate its share capital or any class of share capital.
|
|
•
|
|
it is with respect to shares in certificated form that are not fully paid, so long as the refusal does not prevent dealings in Liberty Global shares from taking place on an open and proper basis;
|
|
•
|
|
it is with respect to shares on which Liberty Global has a lien, including with respect to shares that are not fully paid;
|
|
•
|
|
the instrument of transfer is not duly stamped to show payment of stamp duty (if such stamp is required) and presented with the share certificate or other evidence of title reasonably required by the directors;
|
|
•
|
|
the instrument of transfer is in respect of more than one class of shares;
|
|
•
|
|
the instrument of transfer is in favor of more than four persons jointly; or
|
|
•
|
|
in certain circumstances, if the holder has failed to provide the information requested by Liberty Global referred to in “— Disclosure of Ownership Interests in Shares” above.
|
Name
|
Country
|
|
|
Liberty Global Services GmbH
|
Austria
|
Liberty Global Swiss Services GmbH
|
Austria
|
De Vijver Media NV
|
Belgium
|
Décor Oyenbrug BVBA
|
Belgium
|
Desert Fishes NV
|
Belgium
|
EBS International NV
|
Belgium
|
Loft International BV
|
Belgium
|
Native Nation BVBA
|
Belgium
|
SBS Sales Belgium NV
|
Belgium
|
SBS Belgium NV
|
Belgium
|
Stream32 BVBA
|
Belgium
|
T.T.T.I. BVBA
|
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
|
Woestijnvis NV
|
Belgium
|
UPC Real Estate s.r.o.
|
Czech Republic
|
UPC Broadband France S.A.S.
|
France
|
UPC Broadband France SNC
|
France
|
Unitymedia Finanz-Service GmbH
|
Germany
|
Liberty Global Smart Sourcing GmbH
|
Germany
|
Casey Cablevision Limited
|
Ireland
|
Channel 6 Broadcasting Limited
|
Ireland
|
Cullen Broadcasting Limited
|
Ireland
|
Imminus (Ireland) Limited
|
Ireland
|
Kish Media Limited
|
Ireland
|
LGI DTH Ireland Ltd
|
Ireland
|
P.B.N. Holdings Ltd
|
Ireland
|
Tullamore Beta Limited
|
Ireland
|
TVThree Enterprises Limited
|
Ireland
|
TVThree Sales Limited
|
Ireland
|
Ulana Business Management Ltd
|
Ireland
|
UPC Broadband Ireland Ltd
|
Ireland
|
Virgin Media Ireland Ltd
|
Ireland
|
Virgin Media Television
|
Ireland
|
Name
|
Country
|
Coditel S.ár.l.
|
Luxembourg
|
Finance Center Telenet Sàrl
|
Luxembourg
|
Liberty Global Luxembourg Sàrl
|
Luxembourg
|
Liberty Property Holdco I Sàrl
|
Luxembourg
|
Liberty Property Holdco II Sàrl
|
Luxembourg
|
Telenet Finance Luxembourg Notes Sàrl
|
Luxembourg
|
Telenet International Finance Sàrl
|
Luxembourg
|
Telenet Luxembourg Finance Center Sàrl
|
Luxembourg
|
Telenet Solutions Luxemburg NV
|
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 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 Services B.V.
|
Netherlands
|
Liberty Global Switzerland HoldCo BV
|
Netherlands
|
Liberty Global Ventures Group Holding BV
|
Netherlands
|
Liberty Global Ventures Holding BV
|
Netherlands
|
UPC Broadband Holding B.V.
|
Netherlands
|
UPC CEE Holding BV
|
Netherlands
|
UPC DTH Holding BV
|
Netherlands
|
UPC France Holding B.V.
|
Netherlands
|
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
|
Name
|
Country
|
UPC Broadband Slovakia sro
|
Slovak Republic
|
Sitel SA
|
Switzerland
|
Teledistal SA
|
Switzerland
|
Telelavaux SA
|
Switzerland
|
UPC Schweiz GmbH
|
Switzerland
|
Video 2000 SA
|
Switzerland
|
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 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
|
Catalyst NewCo 1 Limited
|
UK-England & Wales
|
Catalyst NewCo 3 Limited
|
UK-England & Wales
|
Diamond Cable Communications Limited
|
UK-England & Wales
|
Eurobell (Holdings) Limited
|
UK-England & Wales
|
Filegale 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
|
LGCI Holdings Limited
|
UK-England & Wales
|
Liberty Networks 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 Capital 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 3 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 Management Services Limited
|
UK-England & Wales
|
Liberty Global plc
|
UK-England & Wales
|
Liberty Global Technology Limited
|
UK-England & Wales
|
Name
|
Country
|
Liberty Global Ventures Group Limited
|
UK-England & Wales
|
Liberty Global Ventures Holding Limited
|
UK-England & Wales
|
Liberty Infrastructure Real Estate HoldCo 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 (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 Cheshire
|
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 Wirral
|
UK-England & Wales
|
ntl Cambridge Limited
|
UK-England & Wales
|
ntl Communications Services Limited
|
UK-England & Wales
|
ntl Glasgow Holdings Limited
|
UK-England & Wales
|
ntl Kirklees
|
UK-England & Wales
|
ntl Kirklees Holdings Limited
|
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 Victoria Limited
|
UK-England & Wales
|
ntl Wirral Telephone and Cable TV Company
|
UK-England & Wales
|
Smallworld Cable 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 West) Limited
|
UK-England & Wales
|
Telewest Communications (Tyneside) Limited
|
UK-England & Wales
|
Name
|
Country
|
Telewest Communications Cable Limited
|
UK-England & Wales
|
Telewest Communications Networks Limited
|
UK-England & Wales
|
Telewest Limited
|
UK-England & Wales
|
Telewest Workwise 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
|
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 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 WiFi Limited
|
UK-England & Wales
|
VM Ireland Group Limited
|
UK-England & Wales
|
VM Transfers (No 4) Limited
|
UK-England & Wales
|
VMIH Sub Limited
|
UK-England & Wales
|
VMWH Limited
|
UK-England & Wales
|
Windsor Television Limited
|
UK-England & Wales
|
Yorkshire Cable Communications Limited
|
UK-England & Wales
|
CableTel Northern Ireland Limited
|
UK-Northern Ireland
|
ntl Glasgow
|
UK-Scotland
|
Telewest Communications (Dundee & Perth) Limited
|
UK-Scotland
|
Telewest Communications (Glenrothes) 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
|
Name
|
Country
|
Virgin Media Finance Holdings Inc.
|
USA-Colorado
|
Virgin Media Group LLC
|
USA-Colorado
|
Virgin Media Inc.
|
USA-Colorado
|
Associated SMR, Inc.
|
USA-Delaware
|
LGCI HoldCo LP
|
USA-Delaware
|
LGI International LLC
|
USA-Delaware
|
LGI Slovakia Holdings Inc.
|
USA-Delaware
|
LGI Ventures Management, Inc.
|
USA-Delaware
|
Liberty Global, Inc.
|
USA-Delaware
|
Liberty Programming Japan, LLC
|
USA-Delaware
|
Liberty Spectrum Inc.
|
USA-Delaware
|
NTL (Triangle) LLC
|
USA-Delaware
|
NTL CableComms Group LLC
|
USA-Delaware
|
Telenet Financing USD LLC
|
USA-Delaware
|
UnitedGlobalCom LLC
|
USA-Delaware
|
UPC Financing Partnership
|
USA-Delaware
|
Virgin Media Bristol LLC
|
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
|
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.
|
/s/ Michael T. Fries
|
|
Michael T. Fries
|
|
President and Chief Executive Officer
|
|
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
|
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.
|
/s/ Charles H.R. Bracken
|
|
Charles H.R. Bracken
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Dated:
|
February 13, 2020
|
|
/s/ Michael T. Fries
|
|
|
|
Michael T. Fries
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
Dated:
|
February 13, 2020
|
|
/s/ Charles H.R. Bracken
|
|
|
|
Charles H.R. Bracken
|
|
|
|
Executive Vice President and Chief Financial Officer
|