|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended
|
June 30, 2020
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
England and Wales
|
|
98-1112770
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
Griffin House
|
|
|
161 Hammersmith Rd
|
|
|
London
|
|
|
United Kingdom
|
|
W6 8BS
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Class A ordinary shares
|
LBTYA
|
Nasdaq Global Select Market
|
Class B ordinary shares
|
LBTYB
|
Nasdaq Global Select Market
|
Class C ordinary shares
|
LBTYK
|
Nasdaq Global Select Market
|
|
|
|
Page
Number
|
|
PART I — FINANCIAL INFORMATION
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
|
PART II — OTHER INFORMATION
|
|
ITEM 1A.
|
||
ITEM 2.
|
||
ITEM 6.
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
in millions
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,360.6
|
|
|
$
|
8,142.4
|
|
Trade receivables, net
|
498.4
|
|
|
1,404.8
|
|
||
Short-term investments (measured at fair value on a recurring basis) (note 5)
|
2,650.8
|
|
|
—
|
|
||
Derivative instruments (note 6)
|
576.0
|
|
|
331.1
|
|
||
Other current assets (notes 3, 4 and 5)
|
554.0
|
|
|
695.0
|
|
||
Total current assets
|
8,639.8
|
|
|
10,573.3
|
|
||
Investments and related notes receivable (including $1,269.9 million and $1,289.2 million, respectively, measured at fair value on a recurring basis) (note 5)
|
4,731.4
|
|
|
4,782.0
|
|
||
Property and equipment, net (notes 8 and 10)
|
6,172.6
|
|
|
13,843.4
|
|
||
Goodwill (note 8)
|
6,379.2
|
|
|
14,052.1
|
|
||
Deferred tax assets (note 11)
|
333.6
|
|
|
2,457.4
|
|
||
Assets held for sale (note 4)
|
19,030.5
|
|
|
—
|
|
||
Other assets, net (notes 3, 4, 6, 8 and 10)
|
2,053.1
|
|
|
3,338.1
|
|
||
Total assets
|
$
|
47,340.2
|
|
|
$
|
49,046.3
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
in millions
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
410.0
|
|
|
$
|
963.9
|
|
Deferred revenue (note 3)
|
336.2
|
|
|
834.9
|
|
||
Current portion of debt and finance lease obligations (notes 9 and 10)
|
1,867.7
|
|
|
3,877.2
|
|
||
Accrued capital expenditures
|
199.0
|
|
|
405.2
|
|
||
Other accrued and current liabilities (notes 6, 10 and 14)
|
1,536.8
|
|
|
2,570.5
|
|
||
Total current liabilities
|
4,349.7
|
|
|
8,651.7
|
|
||
Long-term debt and finance lease obligations (notes 9 and 10)
|
10,375.9
|
|
|
24,305.3
|
|
||
Liabilities associated with assets held for sale (note 4)
|
18,133.3
|
|
|
—
|
|
||
Other long-term liabilities (notes 3, 6, 10, 11 and 14)
|
1,930.8
|
|
|
2,890.7
|
|
||
Total liabilities
|
34,789.7
|
|
|
35,847.7
|
|
||
|
|
|
|
||||
Commitments and contingencies (notes 6, 9, 11 and 16)
|
|
|
|
||||
|
|
|
|
||||
Equity (note 12):
|
|
|
|
||||
Liberty Global shareholders:
|
|
|
|
||||
Class A ordinary shares, $0.01 nominal value. Issued and outstanding 182,268,745 shares and 181,560,735 shares, respectively
|
1.8
|
|
|
1.8
|
|
||
Class B ordinary shares, $0.01 nominal value. Issued and outstanding 12,561,851 shares and 12,151,526 shares, respectively
|
0.1
|
|
|
0.1
|
|
||
Class C ordinary shares, $0.01 nominal value. Issued and outstanding 401,480,741 shares and 438,867,447 shares, respectively
|
4.0
|
|
|
4.4
|
|
||
Additional paid-in capital
|
5,505.7
|
|
|
6,136.9
|
|
||
Accumulated earnings
|
6,745.7
|
|
|
6,350.4
|
|
||
Accumulated other comprehensive earnings, net of taxes
|
676.8
|
|
|
1,112.7
|
|
||
Treasury shares, at cost
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Total Liberty Global shareholders
|
12,934.0
|
|
|
13,606.2
|
|
||
Noncontrolling interests
|
(383.5
|
)
|
|
(407.6
|
)
|
||
Total equity
|
12,550.5
|
|
|
13,198.6
|
|
||
Total liabilities and equity
|
$
|
47,340.2
|
|
|
$
|
49,046.3
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions, except per share amounts
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue (notes 3, 4, 5 and 17)
|
$
|
2,722.9
|
|
|
$
|
2,850.4
|
|
|
$
|
5,598.7
|
|
|
$
|
5,718.4
|
|
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
|
|
|
|
|
|
|
|
||||||||
Programming and other direct costs of services
|
715.0
|
|
|
786.3
|
|
|
1,570.1
|
|
|
1,586.7
|
|
||||
Other operating (note 13)
|
401.1
|
|
|
417.8
|
|
|
821.2
|
|
|
837.2
|
|
||||
Selling, general and administrative (SG&A) (note 13)
|
502.1
|
|
|
542.6
|
|
|
1,007.6
|
|
|
1,074.8
|
|
||||
Depreciation and amortization
|
545.7
|
|
|
921.8
|
|
|
1,329.2
|
|
|
1,861.4
|
|
||||
Impairment, restructuring and other operating items, net (note 14)
|
32.2
|
|
|
33.2
|
|
|
63.2
|
|
|
104.1
|
|
||||
|
2,196.1
|
|
|
2,701.7
|
|
|
4,791.3
|
|
|
5,464.2
|
|
||||
Operating income
|
526.8
|
|
|
148.7
|
|
|
807.4
|
|
|
254.2
|
|
||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(281.7
|
)
|
|
(363.6
|
)
|
|
(595.0
|
)
|
|
(730.9
|
)
|
||||
Realized and unrealized gains (losses) on derivative instruments, net
(note 6)
|
(319.7
|
)
|
|
152.9
|
|
|
917.6
|
|
|
70.1
|
|
||||
Foreign currency transaction gains (losses), net
|
(478.0
|
)
|
|
(27.0
|
)
|
|
(86.3
|
)
|
|
111.6
|
|
||||
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net (notes 5, 7 and 9)
|
152.3
|
|
|
(138.7
|
)
|
|
(377.5
|
)
|
|
(146.9
|
)
|
||||
Losses on debt extinguishment, net (note 9)
|
(165.6
|
)
|
|
(48.3
|
)
|
|
(220.1
|
)
|
|
(48.8
|
)
|
||||
Share of results of affiliates, net (note 5)
|
(105.4
|
)
|
|
(69.3
|
)
|
|
(72.0
|
)
|
|
(140.2
|
)
|
||||
Other income, net
|
9.5
|
|
|
32.5
|
|
|
61.9
|
|
|
39.0
|
|
||||
|
(1,188.6
|
)
|
|
(461.5
|
)
|
|
(371.4
|
)
|
|
(846.1
|
)
|
||||
Earnings (loss) from continuing operations before income taxes
|
(661.8
|
)
|
|
(312.8
|
)
|
|
436.0
|
|
|
(591.9
|
)
|
||||
Income tax benefit (expense) (note 11)
|
158.0
|
|
|
(26.8
|
)
|
|
77.9
|
|
|
(54.6
|
)
|
||||
Earnings (loss) from continuing operations
|
(503.8
|
)
|
|
(339.6
|
)
|
|
513.9
|
|
|
(646.5
|
)
|
||||
Discontinued operations (note 4):
|
|
|
|
|
|
|
|
||||||||
Earnings from discontinued operations, net of taxes
|
—
|
|
|
315.5
|
|
|
—
|
|
|
638.1
|
|
||||
Gain on disposal of discontinued operations, net of taxes
|
—
|
|
|
106.6
|
|
|
—
|
|
|
106.6
|
|
||||
|
—
|
|
|
422.1
|
|
|
—
|
|
|
744.7
|
|
||||
Net earnings (loss)
|
(503.8
|
)
|
|
82.5
|
|
|
513.9
|
|
|
98.2
|
|
||||
Net earnings attributable to noncontrolling interests
|
(20.4
|
)
|
|
(29.5
|
)
|
|
(88.3
|
)
|
|
(38.2
|
)
|
||||
Net earnings (loss) attributable to Liberty Global shareholders
|
$
|
(524.2
|
)
|
|
$
|
53.0
|
|
|
$
|
425.6
|
|
|
$
|
60.0
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) from continuing operations attributable to Liberty Global shareholders per share (note 15)
|
$
|
(0.86
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
0.69
|
|
|
$
|
(0.93
|
)
|
Diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders per share (note 15)
|
$
|
(0.86
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
0.68
|
|
|
$
|
(0.93
|
)
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss)
|
$
|
(503.8
|
)
|
|
$
|
82.5
|
|
|
$
|
513.9
|
|
|
$
|
98.2
|
|
Other comprehensive earnings (loss), net of taxes:
|
|
|
|
|
|
|
|
||||||||
Continuing operations:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
646.6
|
|
|
(25.5
|
)
|
|
(424.3
|
)
|
|
(141.5
|
)
|
||||
Pension-related adjustments and other
|
(16.0
|
)
|
|
(0.4
|
)
|
|
(18.3
|
)
|
|
(0.8
|
)
|
||||
Other comprehensive earnings (loss) from continuing operations
|
630.6
|
|
|
(25.9
|
)
|
|
(442.6
|
)
|
|
(142.3
|
)
|
||||
Other comprehensive earnings from discontinued operations (note 4)
|
—
|
|
|
19.6
|
|
|
—
|
|
|
1.0
|
|
||||
Other comprehensive earnings (loss)
|
630.6
|
|
|
(6.3
|
)
|
|
(442.6
|
)
|
|
(141.3
|
)
|
||||
Comprehensive earnings (loss)
|
126.8
|
|
|
76.2
|
|
|
71.3
|
|
|
(43.1
|
)
|
||||
Comprehensive earnings attributable to noncontrolling interests
|
(14.4
|
)
|
|
(29.7
|
)
|
|
(81.6
|
)
|
|
(38.6
|
)
|
||||
Comprehensive earnings (loss) attributable to Liberty Global shareholders
|
$
|
112.4
|
|
|
$
|
46.5
|
|
|
$
|
(10.3
|
)
|
|
$
|
(81.7
|
)
|
|
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, 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
|
|
Impact of ASU No. 2016-02, Leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
8.7
|
|
|
15.7
|
|
||||||||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135.2
|
)
|
|
—
|
|
|
(135.2
|
)
|
|
0.2
|
|
|
(135.0
|
)
|
||||||||||
Repurchases and cancellations of Liberty Global ordinary shares
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(214.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214.1
|
)
|
|
—
|
|
|
(214.1
|
)
|
||||||||||
Repurchases by Telenet of its outstanding shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(68.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68.2
|
)
|
|
11.3
|
|
|
(56.9
|
)
|
||||||||||
Share-based compensation (note 13)
|
—
|
|
|
—
|
|
|
—
|
|
|
55.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.6
|
|
|
—
|
|
|
55.6
|
|
||||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
32.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.4
|
|
|
2.4
|
|
|
34.8
|
|
||||||||||
Balance at March 31, 2019
|
2.0
|
|
|
0.1
|
|
|
5.2
|
|
|
9,020.3
|
|
|
(5,164.0
|
)
|
|
496.6
|
|
|
(0.1
|
)
|
|
4,360.1
|
|
|
(510.5
|
)
|
|
3,849.6
|
|
||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53.0
|
|
|
—
|
|
|
—
|
|
|
53.0
|
|
|
29.5
|
|
|
82.5
|
|
||||||||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|
0.2
|
|
|
(6.3
|
)
|
||||||||||
Repurchases and cancellations of Liberty Global ordinary shares
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(288.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(288.4
|
)
|
|
—
|
|
|
(288.4
|
)
|
||||||||||
Share-based compensation (note 13)
|
—
|
|
|
—
|
|
|
—
|
|
|
70.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.0
|
|
|
—
|
|
|
70.0
|
|
||||||||||
Repurchases by Telenet of its outstanding shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.3
|
)
|
|
9.1
|
|
|
(57.2
|
)
|
||||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|
8.9
|
|
|
20.5
|
|
||||||||||
Balance at June 30, 2019
|
$
|
2.0
|
|
|
$
|
0.1
|
|
|
$
|
5.1
|
|
|
$
|
8,747.3
|
|
|
$
|
(5,111.0
|
)
|
|
$
|
490.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
4,133.5
|
|
|
$
|
(462.8
|
)
|
|
$
|
3,670.7
|
|
|
Liberty Global shareholders
|
|
Non-controlling
interests
|
|
Total
equity
|
||||||||||||||||||||||||||||||||||
|
Ordinary shares
|
|
Additional
paid-in
capital
|
|
Accumulated earnings
|
|
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, 2020, before effect of accounting change
|
$
|
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
|
|
Impact of ASU No. 2016-13 (note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.3
|
)
|
|
—
|
|
|
—
|
|
|
(30.3
|
)
|
|
0.2
|
|
|
(30.1
|
)
|
||||||||||
Balance at January 1, 2020, as adjusted for accounting change
|
1.8
|
|
|
0.1
|
|
|
4.4
|
|
|
6,136.9
|
|
|
6,320.1
|
|
|
1,112.7
|
|
|
(0.1
|
)
|
|
13,575.9
|
|
|
(407.4
|
)
|
|
13,168.5
|
|
||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
949.8
|
|
|
—
|
|
|
—
|
|
|
949.8
|
|
|
67.9
|
|
|
1,017.7
|
|
||||||||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,072.5
|
)
|
|
—
|
|
|
(1,072.5
|
)
|
|
(0.7
|
)
|
|
(1,073.2
|
)
|
||||||||||
Repurchases and cancellations of Liberty Global ordinary shares (note 12)
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(224.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(224.4
|
)
|
|
—
|
|
|
(224.4
|
)
|
||||||||||
Share-based compensation (note 13)
|
—
|
|
|
—
|
|
|
—
|
|
|
46.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.1
|
|
|
—
|
|
|
46.1
|
|
||||||||||
Repurchases by Telenet of its outstanding shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(45.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45.3
|
)
|
|
7.2
|
|
|
(38.1
|
)
|
||||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|
1.1
|
|
|
15.6
|
|
||||||||||
Balance at March 31, 2020
|
1.8
|
|
|
0.1
|
|
|
4.3
|
|
|
5,927.9
|
|
|
7,269.9
|
|
|
40.2
|
|
|
(0.1
|
)
|
|
13,244.1
|
|
|
(331.9
|
)
|
|
12,912.2
|
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(524.2
|
)
|
|
—
|
|
|
—
|
|
|
(524.2
|
)
|
|
20.4
|
|
|
(503.8
|
)
|
||||||||||
Other comprehensive earnings, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
636.6
|
|
|
—
|
|
|
636.6
|
|
|
(6.0
|
)
|
|
630.6
|
|
||||||||||
Repurchases and cancellations of Liberty Global ordinary shares (note 12)
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(475.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(475.8
|
)
|
|
—
|
|
|
(475.8
|
)
|
||||||||||
Share-based compensation (note 13)
|
—
|
|
|
—
|
|
|
—
|
|
|
69.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69.5
|
|
|
—
|
|
|
69.5
|
|
||||||||||
Adjustments due to changes in subsidiaries’ equity and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
(66.0
|
)
|
|
(82.2
|
)
|
||||||||||
Balance at June 30, 2020
|
$
|
1.8
|
|
|
$
|
0.1
|
|
|
$
|
4.0
|
|
|
$
|
5,505.7
|
|
|
$
|
6,745.7
|
|
|
$
|
676.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
12,934.0
|
|
|
$
|
(383.5
|
)
|
|
$
|
12,550.5
|
|
|
Six months ended
|
||||||
|
June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
in millions
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
513.9
|
|
|
$
|
98.2
|
|
Earnings from discontinued operations
|
—
|
|
|
744.7
|
|
||
Earnings (loss) from continuing operations
|
513.9
|
|
|
(646.5
|
)
|
||
Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities of continuing operations:
|
|
|
|
||||
Share-based compensation expense
|
139.0
|
|
|
154.3
|
|
||
Depreciation and amortization
|
1,329.2
|
|
|
1,861.4
|
|
||
Impairment, restructuring and other operating items, net
|
63.2
|
|
|
104.1
|
|
||
Amortization of deferred financing costs and non-cash interest
|
24.1
|
|
|
27.0
|
|
||
Realized and unrealized gains on derivative instruments, net
|
(917.6
|
)
|
|
(70.1
|
)
|
||
Foreign currency transaction losses (gains), net
|
86.3
|
|
|
(111.6
|
)
|
||
Realized and unrealized losses due to changes in fair values of certain investments and debt, net
|
377.5
|
|
|
146.9
|
|
||
Losses on debt extinguishment, net
|
220.1
|
|
|
48.8
|
|
||
Share of results of affiliates, net
|
72.0
|
|
|
140.2
|
|
||
Deferred income tax expense (benefit)
|
95.0
|
|
|
(99.5
|
)
|
||
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions
|
(410.8
|
)
|
|
73.5
|
|
||
Net cash provided by operating activities of continuing operations
|
1,591.9
|
|
|
1,628.5
|
|
||
Net cash provided by operating activities of discontinued operations
|
—
|
|
|
829.2
|
|
||
Net cash provided by operating activities
|
1,591.9
|
|
|
2,457.7
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Cash paid for investments
|
(5,501.5
|
)
|
|
(189.2
|
)
|
||
Cash received from sale of investments
|
2,526.2
|
|
|
8.9
|
|
||
Capital expenditures, net
|
(649.6
|
)
|
|
(632.9
|
)
|
||
Proceeds received upon disposition of discontinued operations, net
|
—
|
|
|
145.8
|
|
||
Other investing activities, net
|
(9.5
|
)
|
|
(15.3
|
)
|
||
Net cash used by investing activities of continuing operations
|
(3,634.4
|
)
|
|
(682.7
|
)
|
||
Net cash used by investing activities of discontinued operations
|
—
|
|
|
(210.7
|
)
|
||
Net cash used by investing activities
|
$
|
(3,634.4
|
)
|
|
$
|
(893.4
|
)
|
|
Six months ended
|
||||||
|
June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
in millions
|
||||||
Cash flows from financing activities:
|
|
|
|
||||
Repayments and repurchases of debt and finance lease obligations
|
$
|
(7,647.9
|
)
|
|
$
|
(3,838.8
|
)
|
Borrowings of debt
|
6,893.1
|
|
|
2,800.7
|
|
||
Repurchases of Liberty Global ordinary shares
|
(692.0
|
)
|
|
(502.5
|
)
|
||
Payment of financing costs and debt premiums
|
(226.4
|
)
|
|
(51.0
|
)
|
||
Net cash received related to derivative instruments
|
75.0
|
|
|
93.5
|
|
||
Repurchases by Telenet of its outstanding shares
|
(38.1
|
)
|
|
(114.1
|
)
|
||
Other financing activities, net
|
(85.0
|
)
|
|
16.8
|
|
||
Net cash used by financing activities of continuing operations
|
(1,721.3
|
)
|
|
(1,595.4
|
)
|
||
Net cash used by financing activities of discontinued operations
|
—
|
|
|
(168.4
|
)
|
||
Net cash used by financing activities
|
(1,721.3
|
)
|
|
(1,763.8
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(10.4
|
)
|
|
(5.0
|
)
|
||
Net decrease in cash and cash equivalents and restricted cash:
|
|
|
|
||||
Continuing operations
|
(3,774.2
|
)
|
|
(654.6
|
)
|
||
Discontinued operations
|
—
|
|
|
450.1
|
|
||
Total
|
$
|
(3,774.2
|
)
|
|
$
|
(204.5
|
)
|
|
|
|
|
||||
Cash and cash equivalents and restricted cash:
|
|
|
|
||||
Beginning of period
|
$
|
8,180.9
|
|
|
$
|
1,498.3
|
|
Net decrease
|
(3,774.2
|
)
|
|
(204.5
|
)
|
||
End of period
|
$
|
4,406.7
|
|
|
$
|
1,293.8
|
|
|
|
|
|
||||
Cash paid for interest:
|
|
|
|
||||
Continuing operations
|
$
|
662.5
|
|
|
$
|
738.9
|
|
Discontinued operations
|
—
|
|
|
225.4
|
|
||
Total
|
$
|
662.5
|
|
|
$
|
964.3
|
|
|
|
|
|
||||
Net cash paid for taxes:
|
|
|
|
||||
Continuing operations
|
$
|
57.2
|
|
|
$
|
260.6
|
|
Discontinued operations
|
—
|
|
|
131.0
|
|
||
Total
|
$
|
57.2
|
|
|
$
|
391.6
|
|
|
|
|
|
||||
Details of end of period cash and cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,360.6
|
|
|
$
|
1,269.0
|
|
Restricted cash included in assets held for sale
|
39.3
|
|
|
—
|
|
||
Restricted cash included in other current assets and other assets, net
|
6.8
|
|
|
22.9
|
|
||
Restricted cash included in current and long-term assets of discontinued operations
|
—
|
|
|
1.9
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
4,406.7
|
|
|
$
|
1,293.8
|
|
Assets:
|
|
||
Current assets (a)
|
$
|
1,194.3
|
|
Property and equipment, net
|
7,143.3
|
|
|
Goodwill
|
7,180.9
|
|
|
Other assets, net
|
3,512.0
|
|
|
Total assets
|
$
|
19,030.5
|
|
|
|
||
Liabilities:
|
|
||
Current portion of debt and finance lease obligations
|
$
|
2,318.6
|
|
Other accrued and current liabilities
|
1,775.5
|
|
|
Long-term debt and finance lease obligations
|
13,108.6
|
|
|
Other long-term liabilities
|
930.6
|
|
|
Total liabilities
|
$
|
18,133.3
|
|
(a)
|
Amount does not include the cash and cash equivalents of the U.K. JV Entities, as such cash and cash equivalents will be retained by Liberty Global upon the formation of the U.K. JV and are therefore not classified as held for sale.
|
|
Vodafone Disposal Group
|
|
UPC DTH (a)
|
|
Total
|
||||||
|
in millions, except per share amounts
|
||||||||||
Three months ended June 30, 2019
|
|
|
|
|
|
||||||
Revenue
|
$
|
868.9
|
|
|
$
|
9.0
|
|
|
$
|
877.9
|
|
Operating income
|
$
|
514.0
|
|
|
$
|
2.1
|
|
|
$
|
516.1
|
|
Earnings before income taxes
|
$
|
435.2
|
|
|
$
|
2.2
|
|
|
$
|
437.4
|
|
Income tax expense
|
(121.9
|
)
|
|
—
|
|
|
(121.9
|
)
|
|||
Net earnings attributable to Liberty Global shareholders
|
$
|
313.3
|
|
|
$
|
2.2
|
|
|
$
|
315.5
|
|
Basic and diluted earnings from discontinued operations attributable to Liberty Global shareholders per share
|
|
|
|
|
$
|
0.43
|
|
||||
|
|
|
|
|
|
||||||
Six months ended June 30, 2019
|
|
|
|
|
|
||||||
Revenue
|
$
|
1,727.6
|
|
|
$
|
36.7
|
|
|
$
|
1,764.3
|
|
Operating income
|
$
|
1,009.5
|
|
|
$
|
10.7
|
|
|
$
|
1,020.2
|
|
Earnings before income taxes
|
$
|
867.3
|
|
|
$
|
9.5
|
|
|
$
|
876.8
|
|
Income tax expense
|
(238.7
|
)
|
|
—
|
|
|
(238.7
|
)
|
|||
Net earnings attributable to Liberty Global shareholders
|
$
|
628.6
|
|
|
$
|
9.5
|
|
|
$
|
638.1
|
|
Basic and diluted earnings from discontinued operations attributable to Liberty Global shareholders per share
|
|
|
|
|
$
|
0.86
|
|
(a)
|
Includes the operating results of UPC DTH through May 2, 2019, the date UPC DTH was sold.
|
Accounting Method
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
in millions
|
|||||||
Equity (a):
|
|
|
|
|||||
Long-term:
|
|
|
|
|||||
VodafoneZiggo JV (b)
|
$
|
3,109.6
|
|
|
$
|
3,174.1
|
|
|
All3Media Group (All3Media)
|
121.7
|
|
|
172.8
|
|
|||
Formula E Holdings Ltd (Formula E)
|
106.3
|
|
|
105.2
|
|
|||
Other
|
123.9
|
|
|
40.7
|
|
|||
Total — equity
|
3,461.5
|
|
|
3,492.8
|
|
|||
Fair value:
|
|
|
|
|||||
Short-term:
|
|
|
|
|||||
Separately-managed accounts (SMAs) (c)
|
2,650.8
|
|
|
—
|
|
|||
Long-term:
|
|
|
|
|||||
ITV plc (ITV) — subject to re-use rights (d)
|
368.4
|
|
|
798.1
|
|
|||
SMAs (c)
|
335.7
|
|
|
—
|
|
|||
ITI Neovision S.A. (ITI Neovision)
|
115.5
|
|
|
122.4
|
|
|||
Lions Gate Entertainment Corp (Lionsgate) (e)
|
47.1
|
|
|
68.0
|
|
|||
Other
|
403.2
|
|
|
300.7
|
|
|||
Total — fair value
|
3,920.7
|
|
|
1,289.2
|
|
|||
Total investments (f)
|
$
|
7,382.2
|
|
|
$
|
4,782.0
|
|
|
Short-term investments
|
$
|
2,650.8
|
|
|
$
|
—
|
|
|
Long-term investments
|
$
|
4,731.4
|
|
|
$
|
4,782.0
|
|
(a)
|
Our equity method investments are originally recorded at cost and are adjusted to recognize our share of net earnings or losses of the 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 June 30, 2020 and December 31, 2019, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the respective investee’s net assets by $968.2 million and $1,041.0 million, respectively, which include amounts associated with the VodafoneZiggo JV Receivable, as defined 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 $787.0 million and $786.1 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 was amended in June 2020 to extend the final maturity date from January 16, 2028 to December 31, 2030. During the six months ended June 30, 2020, interest accrued on the VodafoneZiggo JV Receivable was $21.6 million, all of which has been cash settled.
|
(c)
|
Represents investments held under SMAs, which are maintained by investment managers acting as agents on our behalf. We classify, measure and report these investments, the composition of which may change from time to time, based on the underlying nature and characteristics of each security held under the SMAs. As of June 30, 2020, all of our investments held under SMAs were classified as available-for-sale debt securities, as further described under Fair Value Investments — Debt Securities below.
|
(d)
|
The aggregate purchase price paid to acquire our investment in ITV was financed through borrowings under secured borrowing agreements (the ITV Collar Loan). All of the ITV shares we hold are subject to the ITV Collar (as defined in note 6) and pledged as collateral under the ITV Collar Loan. As of June 30, 2020, the fair value of the ITV Collar was a net asset of $969.9 million and principal borrowings outstanding under the ITV Collar Loan were $1,339.9 million.
|
(e)
|
In connection with our investment in Lionsgate, we have entered into (i) the Lionsgate Forward (as defined in note 6) and (ii) a related borrowing agreement (the Lionsgate Loan). As of June 30, 2020, the fair value of the Lionsgate Forward was a net asset of $43.7 million and principal borrowings outstanding under the Lionsgate Loan were $55.3 million.
|
(f)
|
The purchase and sale of investments are presented on a gross basis in our statement of cash flows, including those made by investment managers acting as agents on our behalf.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
ITV
|
$
|
42.2
|
|
|
$
|
(111.8
|
)
|
|
$
|
(429.7
|
)
|
|
$
|
(87.8
|
)
|
Lionsgate
|
8.5
|
|
|
(17.2
|
)
|
|
(20.9
|
)
|
|
(17.8
|
)
|
||||
SMAs
|
16.6
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
||||
ITI Neovision
|
6.1
|
|
|
5.3
|
|
|
(1.9
|
)
|
|
0.5
|
|
||||
Other
|
68.2
|
|
|
(4.6
|
)
|
|
60.2
|
|
|
(19.1
|
)
|
||||
Total
|
$
|
141.6
|
|
|
$
|
(128.3
|
)
|
|
$
|
(386.4
|
)
|
|
$
|
(124.2
|
)
|
|
Amortized cost basis
|
|
Unrealized gains
|
|
Fair value
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Commercial paper
|
$
|
986.8
|
|
|
$
|
1.2
|
|
|
$
|
988.0
|
|
Government bonds
|
900.0
|
|
|
0.3
|
|
|
900.3
|
|
|||
Corporate debt securities
|
730.5
|
|
|
3.6
|
|
|
734.1
|
|
|||
Certificates of deposit
|
332.9
|
|
|
0.1
|
|
|
333.0
|
|
|||
Other debt securities
|
31.1
|
|
|
—
|
|
|
31.1
|
|
|||
Total debt securities
|
$
|
2,981.3
|
|
|
$
|
5.2
|
|
|
$
|
2,986.5
|
|
Due in one year or less
|
$
|
2,650.8
|
|
Due in one to five years
|
328.0
|
|
|
Due in five to ten years
|
7.7
|
|
|
Total (a)
|
$
|
2,986.5
|
|
(a)
|
The weighted average life of our total debt securities was 0.6 years as of June 30, 2020.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
All3Media
|
$
|
(14.9
|
)
|
|
$
|
(19.0
|
)
|
|
$
|
(39.8
|
)
|
|
$
|
(22.7
|
)
|
VodafoneZiggo JV (a)
|
(89.2
|
)
|
|
(40.0
|
)
|
|
(28.1
|
)
|
|
(102.3
|
)
|
||||
Formula E
|
1.9
|
|
|
(9.5
|
)
|
|
0.7
|
|
|
(9.9
|
)
|
||||
Other
|
(3.2
|
)
|
|
(0.8
|
)
|
|
(4.8
|
)
|
|
(5.3
|
)
|
||||
Total
|
$
|
(105.4
|
)
|
|
$
|
(69.3
|
)
|
|
$
|
(72.0
|
)
|
|
$
|
(140.2
|
)
|
(a)
|
Amounts include the net effect of (i) 100% of the interest income earned on the VodafoneZiggo JV Receivable and (ii) our 50% share of the results of operations of the VodafoneZiggo JV.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,081.6
|
|
|
$
|
1,084.5
|
|
|
$
|
2,178.7
|
|
|
$
|
2,178.4
|
|
Loss before income taxes
|
$
|
(151.8
|
)
|
|
$
|
(134.5
|
)
|
|
$
|
(26.9
|
)
|
|
$
|
(323.3
|
)
|
Net loss
|
$
|
(185.4
|
)
|
|
$
|
(104.0
|
)
|
|
$
|
(85.7
|
)
|
|
$
|
(254.3
|
)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Current
|
|
Long-term
|
|
Total
|
|
Current
|
|
Long-term
|
|
Total
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Assets (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
$
|
127.8
|
|
|
$
|
428.9
|
|
|
$
|
556.7
|
|
|
$
|
270.8
|
|
|
$
|
886.4
|
|
|
$
|
1,157.2
|
|
Equity-related derivative instruments (c)
|
446.2
|
|
|
594.8
|
|
|
1,041.0
|
|
|
55.2
|
|
|
608.2
|
|
|
663.4
|
|
||||||
Foreign currency forward and option contracts
|
1.7
|
|
|
0.6
|
|
|
2.3
|
|
|
4.6
|
|
|
1.4
|
|
|
6.0
|
|
||||||
Other
|
0.3
|
|
|
0.2
|
|
|
0.5
|
|
|
0.5
|
|
|
0.4
|
|
|
0.9
|
|
||||||
Total
|
$
|
576.0
|
|
|
$
|
1,024.5
|
|
|
$
|
1,600.5
|
|
|
$
|
331.1
|
|
|
$
|
1,496.4
|
|
|
$
|
1,827.5
|
|
Liabilities (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency and interest rate derivative contracts (b)
|
$
|
161.5
|
|
|
$
|
709.2
|
|
|
$
|
870.7
|
|
|
$
|
389.2
|
|
|
$
|
1,192.3
|
|
|
$
|
1,581.5
|
|
Foreign currency forward and option contracts
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||||
Other
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
164.1
|
|
|
$
|
709.2
|
|
|
$
|
873.3
|
|
|
$
|
390.4
|
|
|
$
|
1,192.3
|
|
|
$
|
1,582.7
|
|
(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 condensed 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 9). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in a net gain (loss) of $5.4 million and ($12.6 million)
|
(c)
|
Our equity-related derivative instruments primarily include the fair value of (i) the share collar (the ITV Collar) with respect to ITV shares held by our company and (ii) the variable prepaid forward transaction (the Lionsgate Forward) with respect to 833,333 of our voting and 833,334 of our non-voting Lionsgate shares. 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.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Cross-currency and interest rate derivative contracts
|
$
|
(309.4
|
)
|
|
$
|
69.1
|
|
|
$
|
532.9
|
|
|
$
|
(18.2
|
)
|
Equity-related derivative instruments:
|
|
|
|
|
|
|
|
||||||||
ITV Collar
|
(33.1
|
)
|
|
86.0
|
|
|
350.3
|
|
|
99.8
|
|
||||
Lionsgate Forward
|
(1.8
|
)
|
|
8.8
|
|
|
6.5
|
|
|
9.6
|
|
||||
Other
|
22.1
|
|
|
0.2
|
|
|
20.8
|
|
|
0.4
|
|
||||
Total equity-related derivative instruments
|
(12.8
|
)
|
|
95.0
|
|
|
377.6
|
|
|
109.8
|
|
||||
Foreign currency forward and option contracts
|
1.7
|
|
|
(11.6
|
)
|
|
7.4
|
|
|
(22.2
|
)
|
||||
Other
|
0.8
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
0.7
|
|
||||
Total
|
$
|
(319.7
|
)
|
|
$
|
152.9
|
|
|
$
|
917.6
|
|
|
$
|
70.1
|
|
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Operating activities
|
$
|
23.1
|
|
|
$
|
165.1
|
|
Financing activities
|
75.0
|
|
|
93.5
|
|
||
Total
|
$
|
98.1
|
|
|
$
|
258.6
|
|
|
|
Notional amount
due from counterparty
|
|
Notional amount
due to counterparty
|
|
Weighted average remaining life
|
|||||
|
|
in millions
|
|
|
in years
|
||||||
|
|
|
|
|
|
|
|
|
|
||
UPC Holding
|
$
|
360.0
|
|
|
€
|
267.9
|
|
|
|
5.3
|
|
|
|
$
|
1,600.0
|
|
|
CHF
|
1,476.1
|
|
(a)
|
|
5.9
|
|
|
€
|
2,618.3
|
|
|
CHF
|
2,941.4
|
|
(a)
|
|
4.2
|
|
|
€
|
707.0
|
|
|
PLN
|
2,999.5
|
|
|
|
3.9
|
|
|
CHF
|
740.0
|
|
|
€
|
701.1
|
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
||
Telenet
|
$
|
3,940.0
|
|
|
€
|
3,489.6
|
|
(a)
|
|
6.6
|
|
|
|
€
|
45.2
|
|
|
$
|
50.0
|
|
(b)
|
|
4.6
|
(a)
|
Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to June 30, 2020. 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 June 30, 2020, the total U.S. dollar equivalent of the notional amount of these derivative instruments was $50.8 million.
|
|
|
Pays fixed rate
|
|
Receives fixed rate
|
||||||||||
|
|
Notional
amount
|
|
Weighted average remaining life
|
|
Notional
amount
|
|
Weighted average remaining life
|
||||||
|
|
in millions
|
|
in years
|
|
in millions
|
|
in years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||
UPC Holding
|
$
|
10,323.0
|
|
(a)
|
|
4.0
|
|
$
|
4,617.6
|
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Telenet
|
$
|
3,243.4
|
|
(a)
|
|
4.7
|
|
$
|
1,604.5
|
|
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other
|
$
|
94.7
|
|
|
|
3.5
|
|
$
|
—
|
|
|
|
—
|
(a)
|
Includes forward-starting derivative instruments.
|
|
|
Notional amount due from counterparty
|
|
Weighted average remaining life
|
||
|
|
in millions
|
|
in years
|
||
|
|
|
|
|
||
UPC Holding
|
$
|
700.0
|
|
|
0.5
|
|
|
|
|
|
|
||
Telenet
|
$
|
2,295.0
|
|
|
0.5
|
|
|
|
|
|
|
||
Other
|
$
|
94.7
|
|
|
0.5
|
|
|
Increase to
borrowing costs at
June 30, 2020 (a)
|
|
|
|
|
|
UPC Holding
|
0.25
|
%
|
|
Telenet
|
0.26
|
%
|
|
|
|
||
Total increase to borrowing costs
|
0.23
|
%
|
(a)
|
Represents the effect of derivative instruments in effect at June 30, 2020 and does not include forward-starting derivative instruments or swaptions.
|
|
|
|
|
Fair value measurements at
June 30, 2020 using:
|
||||||||||||
Description
|
|
June 30,
2020 |
|
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
|
$
|
556.7
|
|
|
$
|
—
|
|
|
$
|
556.7
|
|
|
$
|
—
|
|
|
Equity-related derivative instruments
|
1,041.0
|
|
|
—
|
|
|
—
|
|
|
1,041.0
|
|
|||||
Foreign currency forward and option contracts
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|||||
Other
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|||||
Total derivative instruments
|
1,600.5
|
|
|
—
|
|
|
559.5
|
|
|
1,041.0
|
|
|||||
Investments:
|
|
|
|
|
|
|
|
|||||||||
SMAs
|
2,986.5
|
|
|
878.0
|
|
|
2,108.5
|
|
|
—
|
|
|||||
Other investments
|
934.2
|
|
|
415.5
|
|
|
—
|
|
|
518.7
|
|
|||||
Total investments
|
3,920.7
|
|
|
1,293.5
|
|
|
2,108.5
|
|
|
518.7
|
|
|||||
Total assets
|
$
|
5,521.2
|
|
|
$
|
1,293.5
|
|
|
$
|
2,668.0
|
|
|
$
|
1,559.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|||||||||
Cross-currency and interest rate derivative contracts
|
$
|
870.7
|
|
|
$
|
—
|
|
|
$
|
870.7
|
|
|
$
|
—
|
|
|
Foreign currency forward and option contracts
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|||||
Other
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|||||
Total liabilities
|
$
|
873.3
|
|
|
$
|
—
|
|
|
$
|
873.3
|
|
|
$
|
—
|
|
|
|
|
|
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 instruments
|
1,582.7
|
|
|
—
|
|
|
1,562.8
|
|
|
19.9
|
|
|||||
Debt
|
45.6
|
|
|
—
|
|
|
45.6
|
|
|
—
|
|
|||||
Total liabilities
|
$
|
1,628.3
|
|
|
$
|
—
|
|
|
$
|
1,608.4
|
|
|
$
|
19.9
|
|
|
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, 2020
|
$
|
420.0
|
|
|
$
|
(19.9
|
)
|
|
$
|
663.4
|
|
|
$
|
1,063.5
|
|
Gains included in loss from continuing operations (a):
|
|
|
|
|
|
|
|
||||||||
Realized and unrealized gains (losses) on derivative instruments, net
|
—
|
|
|
(1.9
|
)
|
|
377.6
|
|
|
375.7
|
|
||||
Realized and unrealized gains due to changes in fair values of certain investments and debt, net
|
58.2
|
|
|
—
|
|
|
—
|
|
|
58.2
|
|
||||
Additions
|
39.9
|
|
|
—
|
|
|
—
|
|
|
39.9
|
|
||||
Reclassification of liability to held for sale (b)
|
—
|
|
|
11.5
|
|
|
—
|
|
|
11.5
|
|
||||
Transfers out of Level 3
|
—
|
|
|
8.8
|
|
|
—
|
|
|
8.8
|
|
||||
Foreign currency translation adjustments and other, net
|
0.6
|
|
|
1.5
|
|
|
—
|
|
|
2.1
|
|
||||
Balance of net assets at June 30, 2020
|
$
|
518.7
|
|
|
$
|
—
|
|
|
$
|
1,041.0
|
|
|
$
|
1,559.7
|
|
(a)
|
Most of these net gains relate to assets and liabilities that we continue to carry on our condensed consolidated balance sheet as of June 30, 2020.
|
(b)
|
Represents the reclassification of the derivative liabilities associated with the U.K. JV Entities as of June 30, 2020 to liabilities associated with assets held for sale. For information regarding the held-for-sale presentation of the U.K. JV Entities, see note 4.
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
in millions
|
||||||
|
|
|
|
||||
Distribution systems
|
$
|
8,439.4
|
|
|
$
|
19,007.2
|
|
Customer premises equipment
|
1,618.1
|
|
|
4,294.7
|
|
||
Support equipment, buildings and land
|
3,464.6
|
|
|
5,344.3
|
|
||
Total property and equipment, gross
|
13,522.1
|
|
|
28,646.2
|
|
||
Accumulated depreciation
|
(7,349.5
|
)
|
|
(14,802.8
|
)
|
||
Total property and equipment, net
|
$
|
6,172.6
|
|
|
$
|
13,843.4
|
|
|
January 1, 2020
|
|
Acquisitions
and related
adjustments
|
|
Reclassification to assets
held for sale (a)
|
|
Foreign
currency
translation
adjustments and other
|
|
June 30,
2020 |
||||||||||
|
in millions
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
7,965.4
|
|
|
$
|
—
|
|
|
$
|
(7,180.9
|
)
|
|
$
|
(512.0
|
)
|
|
$
|
272.5
|
|
Switzerland
|
2,953.2
|
|
|
2.8
|
|
|
—
|
|
|
60.3
|
|
|
3,016.3
|
|
|||||
Belgium
|
2,576.1
|
|
|
(0.6
|
)
|
|
—
|
|
|
(22.1
|
)
|
|
2,553.4
|
|
|||||
Central and Eastern Europe
|
557.4
|
|
|
—
|
|
|
—
|
|
|
(20.4
|
)
|
|
537.0
|
|
|||||
Total
|
$
|
14,052.1
|
|
|
$
|
2.2
|
|
|
$
|
(7,180.9
|
)
|
|
$
|
(494.2
|
)
|
|
$
|
6,379.2
|
|
(a)
|
Represents goodwill of the U.K. JV Entities. For additional information regarding the held-for-sale presentation of the U.K. JV Entities, see note 4.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
280.9
|
|
|
$
|
(165.6
|
)
|
|
$
|
115.3
|
|
|
$
|
3,653.9
|
|
|
$
|
(3,363.6
|
)
|
|
$
|
290.3
|
|
Other
|
568.7
|
|
|
(302.6
|
)
|
|
266.1
|
|
|
563.7
|
|
|
(281.9
|
)
|
|
281.8
|
|
||||||
Total
|
$
|
849.6
|
|
|
$
|
(468.2
|
)
|
|
$
|
381.4
|
|
|
$
|
4,217.6
|
|
|
$
|
(3,645.5
|
)
|
|
$
|
572.1
|
|
|
June 30, 2020
|
|
Principal amount
|
|||||||||||||||
Weighted
average
interest
rate (a)
|
|
Unused borrowing
capacity (b)
|
|
|||||||||||||||
Borrowing currency
|
|
U.S. $
equivalent
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
|
in millions
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Telenet Credit Facility (c)
|
2.21
|
%
|
|
€
|
555.0
|
|
|
$
|
624.0
|
|
|
$
|
3,543.0
|
|
|
$
|
3,541.4
|
|
Telenet Senior Secured Notes
|
4.74
|
%
|
|
—
|
|
|
—
|
|
|
1,607.1
|
|
|
1,673.7
|
|
||||
UPCB SPE Notes
|
3.80
|
%
|
|
—
|
|
|
—
|
|
|
1,281.8
|
|
|
2,420.1
|
|
||||
UPC Holding Bank Facility (d)
|
2.46
|
%
|
|
€
|
500.0
|
|
|
562.2
|
|
|
1,149.7
|
|
|
—
|
|
|||
UPC Holding Senior Notes
|
4.60
|
%
|
|
—
|
|
|
—
|
|
|
1,203.1
|
|
|
1,202.3
|
|
||||
Vendor financing (e)(f)
|
2.54
|
%
|
|
—
|
|
|
—
|
|
|
1,358.7
|
|
|
1,374.3
|
|
||||
ITV Collar Loan
|
0.90
|
%
|
|
—
|
|
|
—
|
|
|
1,339.9
|
|
|
1,435.5
|
|
||||
Virgin Media debt
|
—
|
|
|
(f)
|
|
(f)
|
|
(f)
|
|
15,693.5
|
|
|||||||
Other (f)(g)
|
5.59
|
%
|
|
—
|
|
|
—
|
|
|
294.2
|
|
|
307.3
|
|
||||
Total debt before deferred financing costs, discounts and premiums (h)
|
2.97
|
%
|
|
|
|
$
|
1,186.2
|
|
|
$
|
11,777.5
|
|
|
$
|
27,648.1
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|||||||||||||
|
in millions
|
|||||||||||||||
|
|
|
|
|||||||||||||
Total debt before deferred financing costs, discounts and premiums
|
$
|
11,777.5
|
|
|
$
|
27,648.1
|
|
|||||||||
Deferred financing costs, discounts and premiums, net
|
(48.3
|
)
|
|
(82.7
|
)
|
|||||||||||
Total carrying amount of debt
|
11,729.2
|
|
|
27,565.4
|
|
|||||||||||
Finance lease obligations (f) (note 10)
|
514.4
|
|
|
617.1
|
|
|||||||||||
Total debt and finance lease obligations
|
12,243.6
|
|
|
28,182.5
|
|
|||||||||||
Current maturities of debt and finance lease obligations
|
(1,867.7
|
)
|
|
(3,877.2
|
)
|
|||||||||||
Long-term debt and finance lease obligations
|
$
|
10,375.9
|
|
|
$
|
24,305.3
|
|
(a)
|
Represents the weighted average interest rate in effect at June 30, 2020 for all borrowings outstanding (excluding those of the U.K. JV Entities) 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 3.31% at June 30, 2020. For information regarding our derivative instruments, see note 6.
|
(b)
|
Unused borrowing capacity represents the maximum availability under the applicable facility at June 30, 2020 without regard to covenant compliance calculations or other conditions precedent to borrowing. At June 30, 2020, based on the most restrictive applicable leverage covenants, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, and based on the most restrictive applicable leverage-based restricted payment tests, there were no restrictions on the respective subsidiary's ability to make loans or distributions from this availability to Liberty Global or its subsidiaries or other equity holders. Upon completion of the relevant June 30, 2020 compliance reporting requirements, we expect the full amount of unused borrowing capacity will continue to be available under each of the respective subsidiary facilities, with no additional restriction to loan or distribute. Our above expectations do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to June 30, 2020, or the impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.
|
(c)
|
Unused borrowing capacity under the Telenet Credit Facility comprises (i) €510.0 million ($573.4 million) under the Telenet Revolving Facility I (as defined below), (ii) €25.0 million ($28.1 million) under the Telenet Overdraft Facility and (iii) €20.0 million ($22.5 million) under the Telenet Revolving Facility, each of which were undrawn at June 30, 2020. During 2020, Telenet Facility AG and Telenet Facility AP were cancelled in full and replaced with a single revolving facility, which bears interest at a rate of EURIBOR + 2.25%, is subject to a EURIBOR floor of 0.0% and has a final maturity date of May 31, 2026 (the Telenet Revolving Facility I).
|
(d)
|
Unused borrowing capacity under the UPC Holding Bank Facility relates to €500.0 million ($562.2 million) of borrowing capacity under the UPC Revolving Facility (as defined below), which was undrawn at June 30, 2020. During 2020, as a result of the sale of certain entities within the UPC Holding borrowing group in prior years, and an associated reduction in the outstanding debt and Covenant EBITDA (as defined and described in the related debt agreement) of the remaining UPC Holding borrowing group, UPC Facility AM was cancelled in full and replaced with a new revolving facility, which bears interest at a rate of EURIBOR + 2.50% and has a final maturity date of May 31, 2026 (the UPC Revolving Facility).
|
(e)
|
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 also financed under these arrangements. Repayments of vendor financing obligations are included in repayments and repurchases of debt and finance lease obligations in our condensed consolidated statements of cash flows.
|
(f)
|
In connection with the pending formation of the U.K. JV, the outstanding third-party debt of the U.K. JV Entities has been classified as liabilities associated with assets held for sale on our June 30, 2020 condensed consolidated balance sheet. For information regarding the pending formation of the U.K. JV and the held-for-sale presentation of the U.K. JV Entities, see note 4.
|
(g)
|
As of June 30, 2020 and December 31, 2019, amounts include principal borrowings outstanding under the Lionsgate Loan of $55.3 million in each of the respective periods.
|
(h)
|
As of June 30, 2020 and December 31, 2019, our debt had an estimated fair value of $11.6 billion (excluding the U.K. JV Entities) and $28.4 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 7.
|
|
UPC
Holding (a)
|
|
Telenet
|
|
Other (b)
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Year ending December 31:
|
|
|
|
|
|
|
|
||||||||
2020 (remainder of year)
|
$
|
387.4
|
|
|
$
|
254.4
|
|
|
$
|
260.3
|
|
|
$
|
902.1
|
|
2021
|
221.4
|
|
|
174.8
|
|
|
1,015.9
|
|
|
1,412.1
|
|
||||
2022
|
—
|
|
|
12.4
|
|
|
380.5
|
|
|
392.9
|
|
||||
2023
|
—
|
|
|
12.1
|
|
|
152.4
|
|
|
164.5
|
|
||||
2024
|
—
|
|
|
12.1
|
|
|
14.7
|
|
|
26.8
|
|
||||
2025
|
—
|
|
|
12.3
|
|
|
0.6
|
|
|
12.9
|
|
||||
Thereafter
|
3,634.6
|
|
|
5,231.6
|
|
|
—
|
|
|
8,866.2
|
|
||||
Total debt maturities (c)
|
4,243.4
|
|
|
5,709.7
|
|
|
1,824.4
|
|
|
11,777.5
|
|
||||
Deferred financing costs, discounts and premiums, net
|
(21.0
|
)
|
|
(17.7
|
)
|
|
(9.6
|
)
|
|
(48.3
|
)
|
||||
Total debt
|
$
|
4,222.4
|
|
|
$
|
5,692.0
|
|
|
$
|
1,814.8
|
|
|
$
|
11,729.2
|
|
Current portion
|
$
|
608.8
|
|
|
$
|
427.9
|
|
|
$
|
769.2
|
|
|
$
|
1,805.9
|
|
Noncurrent portion
|
$
|
3,613.6
|
|
|
$
|
5,264.1
|
|
|
$
|
1,045.6
|
|
|
$
|
9,923.3
|
|
(a)
|
Amounts include certain senior secured notes issued by special purpose financing entities that are consolidated by UPC Holding and Liberty Global.
|
(b)
|
Amounts include $1,339.9 million related to the ITV Collar Loan. The ITV Collar Loan has maturity dates ranging from 2020 to 2022 consistent with the ITV Collar (see notes 5 and 6). 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.
|
(c)
|
Amounts include vendor financing obligations of $1,358.7 million, as set forth below:
|
|
UPC
Holding
|
|
Telenet
|
|
Other
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Year ending December 31:
|
|
|
|
|
|
|
|
||||||||
2020 (remainder of year)
|
$
|
387.4
|
|
|
$
|
253.4
|
|
|
$
|
75.7
|
|
|
$
|
716.5
|
|
2021
|
221.4
|
|
|
162.0
|
|
|
105.2
|
|
|
488.6
|
|
||||
2022
|
—
|
|
|
—
|
|
|
80.7
|
|
|
80.7
|
|
||||
2023
|
—
|
|
|
—
|
|
|
57.6
|
|
|
57.6
|
|
||||
2024
|
—
|
|
|
—
|
|
|
14.7
|
|
|
14.7
|
|
||||
2025
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
||||
Total vendor financing maturities
|
$
|
608.8
|
|
|
$
|
415.4
|
|
|
$
|
334.5
|
|
|
$
|
1,358.7
|
|
Current portion
|
$
|
608.8
|
|
|
$
|
415.4
|
|
|
$
|
136.0
|
|
|
$
|
1,160.2
|
|
Noncurrent portion
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
198.5
|
|
|
$
|
198.5
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
in millions
|
||||||
|
|
|
|
||||
ROU assets:
|
|
|
|
||||
Finance leases (a)
|
$
|
441.8
|
|
|
$
|
531.0
|
|
Operating leases (b)
|
337.8
|
|
|
512.7
|
|
||
Total ROU assets
|
$
|
779.6
|
|
|
$
|
1,043.7
|
|
|
|
|
|
||||
Lease liabilities:
|
|
|
|
||||
Finance leases (c)
|
$
|
514.4
|
|
|
$
|
617.1
|
|
Operating leases (d)
|
352.5
|
|
|
545.1
|
|
||
Total lease liabilities
|
$
|
866.9
|
|
|
$
|
1,162.2
|
|
(a)
|
Our finance lease ROU assets are included in property and equipment, net, on our condensed consolidated balance sheets. At June 30, 2020, the weighted average remaining lease term for finance leases was 23.1 years and the weighted average discount rate was 6.0%. During the six months ended June 30, 2020 and 2019, we recorded non-cash additions to our finance lease ROU assets (including amounts related to the U.K. JV Entities) of $17.2 million and $32.6 million, respectively.
|
(b)
|
Our operating lease ROU assets are included in other assets, net, on our condensed consolidated balance sheets. At June 30, 2020, the weighted average remaining lease term for operating leases was 7.6 years and the weighted average discount rate was 3.6%. During the six months ended June 30, 2020 and 2019, we recorded non-cash additions to our operating lease ROU assets (including amounts related to the U.K. JV Entities) of $53.2 million and $30.6 million, respectively.
|
(c)
|
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 condensed consolidated balance sheets.
|
(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 condensed consolidated balance sheets.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
Finance lease expense:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
$
|
14.4
|
|
|
$
|
22.6
|
|
|
$
|
36.1
|
|
|
$
|
45.3
|
|
Interest expense
|
8.1
|
|
|
8.9
|
|
|
16.2
|
|
|
17.0
|
|
||||
Total finance lease expense
|
22.5
|
|
|
31.5
|
|
|
52.3
|
|
|
62.3
|
|
||||
Operating lease expense (a)
|
29.8
|
|
|
34.1
|
|
|
65.6
|
|
|
67.3
|
|
||||
Short-term lease expense (a)
|
1.5
|
|
|
2.1
|
|
|
3.3
|
|
|
4.0
|
|
||||
Variable lease expense (b)
|
1.1
|
|
|
1.2
|
|
|
2.4
|
|
|
2.3
|
|
||||
Total lease expense
|
$
|
54.9
|
|
|
$
|
68.9
|
|
|
$
|
123.6
|
|
|
$
|
135.9
|
|
(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 condensed 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 condensed consolidated statements of operations.
|
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
|
in millions
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash outflows from operating leases
|
$
|
60.0
|
|
|
$
|
67.4
|
|
Operating cash outflows from finance leases
|
16.2
|
|
|
17.0
|
|
||
Financing cash outflows from finance leases
|
56.9
|
|
|
36.6
|
|
||
Total cash outflows from operating and finance leases
|
$
|
133.1
|
|
|
$
|
121.0
|
|
|
Operating leases
|
|
Finance leases
|
||||
|
in millions
|
||||||
Year ending December 31:
|
|
|
|
||||
2020 (remainder of year)
|
$
|
41.6
|
|
|
$
|
48.8
|
|
2021
|
67.6
|
|
|
91.1
|
|
||
2022
|
55.9
|
|
|
89.0
|
|
||
2023
|
47.9
|
|
|
91.5
|
|
||
2024
|
40.3
|
|
|
54.1
|
|
||
2025
|
34.0
|
|
|
49.5
|
|
||
Thereafter
|
117.4
|
|
|
243.0
|
|
||
Total payments
|
404.7
|
|
|
667.0
|
|
||
Less: present value discount
|
(52.2
|
)
|
|
(152.6
|
)
|
||
Present value of lease payments
|
$
|
352.5
|
|
|
$
|
514.4
|
|
Current portion
|
$
|
73.3
|
|
|
$
|
61.8
|
|
Noncurrent portion
|
$
|
279.2
|
|
|
$
|
452.6
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Computed “expected” tax benefit (expense) (a)
|
$
|
115.8
|
|
|
$
|
59.5
|
|
|
$
|
(76.3
|
)
|
|
$
|
112.5
|
|
Recognition of previously unrecognized tax benefits
|
188.8
|
|
|
4.4
|
|
|
188.8
|
|
|
4.4
|
|
||||
Change in valuation allowances
|
(10.9
|
)
|
|
79.0
|
|
|
(99.6
|
)
|
|
66.4
|
|
||||
Non-deductible or non-taxable foreign currency exchange results
|
(95.8
|
)
|
|
16.4
|
|
|
57.8
|
|
|
49.4
|
|
||||
Tax benefit associated with technology innovation (b)
|
4.7
|
|
|
—
|
|
|
49.5
|
|
|
—
|
|
||||
Non-deductible or non-taxable interest and other items
|
(25.9
|
)
|
|
(107.1
|
)
|
|
(46.3
|
)
|
|
(129.9
|
)
|
||||
Enacted tax law and rate changes
|
(4.4
|
)
|
|
(0.4
|
)
|
|
31.7
|
|
|
(9.8
|
)
|
||||
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (c)
|
(20.8
|
)
|
|
(87.3
|
)
|
|
(17.7
|
)
|
|
(166.4
|
)
|
||||
International rate differences (d)
|
5.8
|
|
|
3.3
|
|
|
(10.3
|
)
|
|
15.5
|
|
||||
Other, net
|
0.7
|
|
|
5.4
|
|
|
0.3
|
|
|
3.3
|
|
||||
Total income tax benefit (expense)
|
$
|
158.0
|
|
|
$
|
(26.8
|
)
|
|
$
|
77.9
|
|
|
$
|
(54.6
|
)
|
(a)
|
The statutory or “expected” tax rates are the U.K. rates of 17.5% for the 2020 periods and 19.0% for the 2019 periods. The statutory rate for the 2020 periods represents the blended rate in effect for the year ended December 31, 2020 based on the 19.0% statutory rate that was in effect for the first quarter of 2020 and the 17.0% statutory rate that was expected to be in
|
(b)
|
Amount reflects the recognition of the innovation income tax deduction in Belgium, including the one-time effect of deductions related to prior periods.
|
(c)
|
These amounts reflect the net impact of differences in the treatment of income and loss items between financial reporting and tax accounting related to investments in subsidiaries and affiliates including the effects of foreign earnings.
|
(d)
|
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.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
Liberty Global:
|
|
|
|
|
|
|
|
||||||||
Performance-based incentive awards (a)
|
$
|
21.6
|
|
|
$
|
38.0
|
|
|
$
|
49.3
|
|
|
$
|
67.9
|
|
Non-performance based incentive awards (b)
|
47.8
|
|
|
29.0
|
|
|
66.1
|
|
|
51.0
|
|
||||
Other (c)
|
6.0
|
|
|
12.6
|
|
|
12.2
|
|
|
22.5
|
|
||||
Total Liberty Global
|
75.4
|
|
|
79.6
|
|
|
127.6
|
|
|
141.4
|
|
||||
Other
|
8.4
|
|
|
7.4
|
|
|
11.4
|
|
|
12.9
|
|
||||
Total
|
$
|
83.8
|
|
|
$
|
87.0
|
|
|
$
|
139.0
|
|
|
$
|
154.3
|
|
Included in:
|
|
|
|
|
|
|
|
||||||||
Other operating expense
|
$
|
1.6
|
|
|
$
|
1.0
|
|
|
$
|
2.3
|
|
|
$
|
1.9
|
|
SG&A expense
|
82.2
|
|
|
86.0
|
|
|
136.7
|
|
|
152.4
|
|
||||
Total
|
$
|
83.8
|
|
|
$
|
87.0
|
|
|
$
|
139.0
|
|
|
$
|
154.3
|
|
(a)
|
Includes share-based compensation expense related to (i) performance-based restricted share units (PSUs), (ii) a challenge performance award plan for certain executive officers and key employees (the 2019 Challenge Performance Awards), which included performance-based share appreciation rights (PSARs) and PSUs granted in March 2019, and (iii) the performance-based portion of a performance award granted to our Chief Executive Officer in May 2019 (the 2019 CEO Performance Award).
|
(b)
|
In 2019, we changed our policy to provide that all new equity grants would have ten-year contractual terms in order to more closely align with common market practice. In April 2020, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding share appreciation rights (SARs) and director options granted in 2013 from a seven-year term to a ten-year term in order to align with this new policy. Accordingly, the Black-Scholes fair values of the outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $18.9 million during the second quarter of 2020.
|
(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. 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.
|
|
Class A
|
|
Class C
|
||||||||||
|
Number of shares underlying awards
|
|
Weighted Average exercise or base price
|
|
Number of shares underlying awards
|
|
Weighted Average exercise or base price
|
||||||
Held by Liberty Global employees:
|
|
|
|
|
|
|
|
||||||
Outstanding
|
24,236,156
|
|
|
$
|
27.34
|
|
|
53,198,176
|
|
|
$
|
26.20
|
|
Exercisable
|
11,641,307
|
|
|
$
|
32.54
|
|
|
27,367,784
|
|
|
$
|
30.51
|
|
|
|
|
|
|
|
|
|
||||||
Held by former Liberty Global employees:
|
|
|
|
|
|
|
|
||||||
Outstanding
|
1,162,767
|
|
|
$
|
35.57
|
|
|
2,342,852
|
|
|
$
|
34.29
|
|
Exercisable
|
1,129,898
|
|
|
$
|
35.57
|
|
|
2,277,127
|
|
|
$
|
34.27
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|||
Held by Liberty Global employees:
|
|
|
|
|
|
|||
RSUs
|
2,523,790
|
|
|
—
|
|
|
5,040,305
|
|
PSUs
|
2,748,202
|
|
|
660,000
|
|
|
5,497,202
|
|
Held by former Liberty Global employees:
|
|
|
|
|
|
|||
RSUs
|
1,158
|
|
|
—
|
|
|
2,302
|
|
PSUs
|
24,521
|
|
|
—
|
|
|
49,034
|
|
|
Employee
severance
and
termination
|
|
Office
closures
|
|
Contract termination
|
|
Total
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Restructuring liability as of January 1, 2020
|
$
|
19.1
|
|
|
$
|
2.2
|
|
|
$
|
10.6
|
|
|
$
|
31.9
|
|
Restructuring charges
|
28.3
|
|
|
3.5
|
|
|
4.8
|
|
|
36.6
|
|
||||
Cash paid
|
(31.5
|
)
|
|
(0.7
|
)
|
|
(7.1
|
)
|
|
(39.3
|
)
|
||||
Reclassification to held for sale (a)
|
(4.6
|
)
|
|
(4.8
|
)
|
|
—
|
|
|
(9.4
|
)
|
||||
Foreign currency translation adjustments and other
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
||||
Restructuring liability as of June 30, 2020
|
$
|
11.0
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
19.1
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current portion
|
$
|
11.0
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
13.9
|
|
Noncurrent portion
|
—
|
|
|
—
|
|
|
5.2
|
|
|
5.2
|
|
||||
Total
|
$
|
11.0
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
19.1
|
|
(a)
|
Represents the reclassification of the restructuring liabilities associated with the U.K. JV Entities as of June 30, 2020 to liabilities associated with assets held for sale. For information regarding the held-for-sale presentation of the U.K. JV Entities, see note 4.
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from continuing operations
|
$
|
(503.8
|
)
|
|
$
|
(339.6
|
)
|
|
$
|
513.9
|
|
|
$
|
(646.5
|
)
|
Net earnings from continuing operations attributable to noncontrolling interests
|
(20.4
|
)
|
|
(29.5
|
)
|
|
(88.3
|
)
|
|
(38.2
|
)
|
||||
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders (basic and diluted EPS computation)
|
$
|
(524.2
|
)
|
|
$
|
(369.1
|
)
|
|
$
|
425.6
|
|
|
$
|
(684.7
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average ordinary shares outstanding (basic EPS computation)
|
612,681,648
|
|
|
735,442,543
|
|
|
617,828,982
|
|
|
738,748,452
|
|
||||
Incremental shares attributable to the assumed exercise of outstanding options and SARs and the release of RSUs and PSUs upon vesting (treasury stock method)
|
—
|
|
|
—
|
|
|
7,322,907
|
|
|
—
|
|
||||
Weighted average ordinary shares outstanding (diluted EPS computation)
|
612,681,648
|
|
|
735,442,543
|
|
|
625,151,889
|
|
|
738,748,452
|
|
|
Payments due during:
|
|
|
||||||||||||||||||||||||||||
|
Remainder
of 2020 |
|
|
|
|
|
|
||||||||||||||||||||||||
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Thereafter
|
|
Total
|
||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Network and connectivity commitments
|
$
|
78.9
|
|
|
$
|
86.2
|
|
|
$
|
64.9
|
|
|
$
|
41.5
|
|
|
$
|
35.8
|
|
|
$
|
34.4
|
|
|
$
|
681.2
|
|
|
$
|
1,022.9
|
|
Programming commitments
|
152.1
|
|
|
171.2
|
|
|
84.1
|
|
|
22.0
|
|
|
14.2
|
|
|
13.9
|
|
|
16.1
|
|
|
473.6
|
|
||||||||
Purchase commitments
|
250.6
|
|
|
170.1
|
|
|
43.5
|
|
|
30.7
|
|
|
17.3
|
|
|
14.5
|
|
|
10.7
|
|
|
537.4
|
|
||||||||
Other commitments
|
4.1
|
|
|
3.1
|
|
|
3.0
|
|
|
1.9
|
|
|
1.5
|
|
|
0.4
|
|
|
1.2
|
|
|
15.2
|
|
||||||||
Total
|
$
|
485.7
|
|
|
$
|
430.6
|
|
|
$
|
195.5
|
|
|
$
|
96.1
|
|
|
$
|
68.8
|
|
|
$
|
63.2
|
|
|
$
|
709.2
|
|
|
$
|
2,049.1
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
Increase (decrease) to Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
U.K./Ireland
|
$
|
(12.3
|
)
|
|
$
|
(15.7
|
)
|
|
$
|
(24.4
|
)
|
|
$
|
(31.8
|
)
|
Switzerland
|
(4.8
|
)
|
|
(9.9
|
)
|
|
(9.6
|
)
|
|
(16.7
|
)
|
||||
Central and Eastern Europe
|
(2.7
|
)
|
|
(3.8
|
)
|
|
(5.2
|
)
|
|
(7.3
|
)
|
||||
Central and Corporate
|
19.8
|
|
|
29.4
|
|
|
39.2
|
|
|
55.8
|
|
||||
Total Liberty Global
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Revenue
|
||||||||||||||
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.K./Ireland
|
$
|
1,531.8
|
|
|
$
|
1,644.0
|
|
|
$
|
3,152.4
|
|
|
$
|
3,305.3
|
|
Belgium
|
682.5
|
|
|
713.2
|
|
|
1,400.6
|
|
|
1,425.1
|
|
||||
Switzerland
|
299.1
|
|
|
315.0
|
|
|
615.9
|
|
|
631.0
|
|
||||
Central and Eastern Europe
|
116.2
|
|
|
119.1
|
|
|
235.3
|
|
|
238.2
|
|
||||
Central and Corporate
|
93.7
|
|
|
60.2
|
|
|
194.9
|
|
|
120.9
|
|
||||
Intersegment eliminations
|
(0.4
|
)
|
|
(1.1
|
)
|
|
(0.4
|
)
|
|
(2.1
|
)
|
||||
Total
|
$
|
2,722.9
|
|
|
$
|
2,850.4
|
|
|
$
|
5,598.7
|
|
|
$
|
5,718.4
|
|
|
|
|
|
|
|
|
|
||||||||
VodafoneZiggo JV
|
$
|
1,081.6
|
|
|
$
|
1,084.5
|
|
|
$
|
2,178.7
|
|
|
$
|
2,178.4
|
|
|
Adjusted EBITDA
|
||||||||||||||
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019 (a)
|
|
2020
|
|
2019 (a)
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.K./Ireland
|
$
|
654.9
|
|
|
$
|
687.5
|
|
|
$
|
1,310.3
|
|
|
$
|
1,379.7
|
|
Belgium
|
354.1
|
|
|
349.4
|
|
|
685.7
|
|
|
688.4
|
|
||||
Switzerland
|
150.9
|
|
|
159.8
|
|
|
285.0
|
|
|
316.1
|
|
||||
Central and Eastern Europe
|
52.7
|
|
|
54.1
|
|
|
107.0
|
|
|
107.8
|
|
||||
Central and Corporate
|
(24.1
|
)
|
|
(60.1
|
)
|
|
(49.2
|
)
|
|
(119.4
|
)
|
||||
Intersegment eliminations (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Total
|
$
|
1,188.5
|
|
|
$
|
1,190.7
|
|
|
$
|
2,338.8
|
|
|
$
|
2,374.0
|
|
|
|
|
|
|
|
|
|
||||||||
VodafoneZiggo JV
|
$
|
531.5
|
|
|
$
|
487.6
|
|
|
$
|
1,034.3
|
|
|
$
|
981.4
|
|
(a)
|
Amounts have been revised to reflect the retrospective impact of the Centrally-held Cost Allocation, as described above.
|
(b)
|
Amount for the 2019 six-month period is related to transactions between our continuing and discontinued operations prior to the disposal dates of such discontinued operations.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from continuing operations
|
$
|
(503.8
|
)
|
|
$
|
(339.6
|
)
|
|
$
|
513.9
|
|
|
$
|
(646.5
|
)
|
Income tax expense (benefit)
|
(158.0
|
)
|
|
26.8
|
|
|
(77.9
|
)
|
|
54.6
|
|
||||
Other income, net
|
(9.5
|
)
|
|
(32.5
|
)
|
|
(61.9
|
)
|
|
(39.0
|
)
|
||||
Share of results of affiliates, net
|
105.4
|
|
|
69.3
|
|
|
72.0
|
|
|
140.2
|
|
||||
Losses on debt extinguishment, net
|
165.6
|
|
|
48.3
|
|
|
220.1
|
|
|
48.8
|
|
||||
Realized and unrealized losses (gains) due to changes in fair values of certain investments and debt, net
|
(152.3
|
)
|
|
138.7
|
|
|
377.5
|
|
|
146.9
|
|
||||
Foreign currency transactions losses (gains), net
|
478.0
|
|
|
27.0
|
|
|
86.3
|
|
|
(111.6
|
)
|
||||
Realized and unrealized losses (gains) on derivative instruments, net
|
319.7
|
|
|
(152.9
|
)
|
|
(917.6
|
)
|
|
(70.1
|
)
|
||||
Interest expense
|
281.7
|
|
|
363.6
|
|
|
595.0
|
|
|
730.9
|
|
||||
Operating income
|
526.8
|
|
|
148.7
|
|
|
807.4
|
|
|
254.2
|
|
||||
Impairment, restructuring and other operating items, net
|
32.2
|
|
|
33.2
|
|
|
63.2
|
|
|
104.1
|
|
||||
Depreciation and amortization
|
545.7
|
|
|
921.8
|
|
|
1,329.2
|
|
|
1,861.4
|
|
||||
Share-based compensation expense
|
83.8
|
|
|
87.0
|
|
|
139.0
|
|
|
154.3
|
|
||||
Adjusted EBITDA
|
$
|
1,188.5
|
|
|
$
|
1,190.7
|
|
|
$
|
2,338.8
|
|
|
$
|
2,374.0
|
|
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
|
in millions
|
||||||
|
|
|
|
||||
U.K./Ireland
|
$
|
669.4
|
|
|
$
|
766.7
|
|
Belgium
|
251.9
|
|
|
275.1
|
|
||
Switzerland
|
123.8
|
|
|
135.9
|
|
||
Central and Eastern Europe
|
39.8
|
|
|
41.4
|
|
||
Central and Corporate (a)
|
157.5
|
|
|
162.2
|
|
||
Total property and equipment additions
|
1,242.4
|
|
|
1,381.3
|
|
||
Assets acquired under capital-related vendor financing arrangements
|
(702.9
|
)
|
|
(926.3
|
)
|
||
Assets acquired under finance leases
|
(17.2
|
)
|
|
(32.6
|
)
|
||
Changes in current liabilities related to capital expenditures
|
127.3
|
|
|
210.5
|
|
||
Total capital expenditures, net
|
$
|
649.6
|
|
|
$
|
632.9
|
|
|
|
|
|
||||
Capital expenditures, net:
|
|
|
|
||||
Third-party payments
|
$
|
650.9
|
|
|
$
|
691.2
|
|
Proceeds received for transfers to related parties (b)
|
(1.3
|
)
|
|
(58.3
|
)
|
||
Total capital expenditures, net
|
$
|
649.6
|
|
|
$
|
632.9
|
|
|
|
|
|
||||
Property and equipment additions - VodafoneZiggo JV
|
$
|
472.4
|
|
|
$
|
426.5
|
|
(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 the VodafoneZiggo JV and, for the 2019 period, our discontinued operations.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Residential revenue:
|
|
|
|
|
|
|
|
||||||||
Residential cable revenue (a):
|
|
|
|
|
|
|
|
||||||||
Subscription revenue (b):
|
|
|
|
|
|
|
|
||||||||
Broadband internet
|
$
|
781.0
|
|
|
$
|
799.5
|
|
|
$
|
1,577.8
|
|
|
$
|
1,602.3
|
|
Video
|
633.6
|
|
|
676.6
|
|
|
1,316.7
|
|
|
1,368.7
|
|
||||
Fixed-line telephony
|
328.3
|
|
|
360.4
|
|
|
666.5
|
|
|
729.2
|
|
||||
Total subscription revenue
|
1,742.9
|
|
|
1,836.5
|
|
|
3,561.0
|
|
|
3,700.2
|
|
||||
Non-subscription revenue
|
35.6
|
|
|
44.5
|
|
|
88.6
|
|
|
98.5
|
|
||||
Total residential cable revenue
|
1,778.5
|
|
|
1,881.0
|
|
|
3,649.6
|
|
|
3,798.7
|
|
||||
Residential mobile revenue (c):
|
|
|
|
|
|
|
|
||||||||
Subscription revenue (b)
|
227.3
|
|
|
231.4
|
|
|
463.2
|
|
|
459.4
|
|
||||
Non-subscription revenue
|
129.7
|
|
|
173.3
|
|
|
275.0
|
|
|
330.0
|
|
||||
Total residential mobile revenue
|
357.0
|
|
|
404.7
|
|
|
738.2
|
|
|
789.4
|
|
||||
Total residential revenue
|
2,135.5
|
|
|
2,285.7
|
|
|
4,387.8
|
|
|
4,588.1
|
|
||||
B2B revenue (d):
|
|
|
|
|
|
|
|
||||||||
Subscription revenue
|
123.4
|
|
|
116.8
|
|
|
248.0
|
|
|
230.6
|
|
||||
Non-subscription revenue
|
338.2
|
|
|
357.2
|
|
|
687.7
|
|
|
729.2
|
|
||||
Total B2B revenue
|
461.6
|
|
|
474.0
|
|
|
935.7
|
|
|
959.8
|
|
||||
Other revenue (e)
|
125.8
|
|
|
90.7
|
|
|
275.2
|
|
|
170.5
|
|
||||
Total
|
$
|
2,722.9
|
|
|
$
|
2,850.4
|
|
|
$
|
5,598.7
|
|
|
$
|
5,718.4
|
|
(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.
|
(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 (i) 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 and (ii) revenue from long-term leases of portions of our network.
|
(e)
|
Other revenue includes, among other items, (i) revenue earned from transitional and other services provided to various third parties, (ii) revenue earned from the JV Services and the sale of customer premises equipment to the VodafoneZiggo JV and (iii) broadcasting revenue in Belgium and Ireland.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.K.
|
$
|
1,417.2
|
|
|
$
|
1,517.7
|
|
|
$
|
2,913.6
|
|
|
$
|
3,051.2
|
|
Belgium
|
682.5
|
|
|
713.2
|
|
|
1,400.6
|
|
|
1,425.1
|
|
||||
Switzerland
|
299.1
|
|
|
315.0
|
|
|
615.9
|
|
|
631.0
|
|
||||
Ireland
|
114.6
|
|
|
126.3
|
|
|
238.8
|
|
|
254.1
|
|
||||
Poland
|
103.7
|
|
|
106.7
|
|
|
210.4
|
|
|
213.4
|
|
||||
Slovakia
|
12.5
|
|
|
12.4
|
|
|
24.9
|
|
|
24.8
|
|
||||
Other, including intersegment eliminations
|
93.3
|
|
|
59.1
|
|
|
194.5
|
|
|
118.8
|
|
||||
Total
|
$
|
2,722.9
|
|
|
$
|
2,850.4
|
|
|
$
|
5,598.7
|
|
|
$
|
5,718.4
|
|
|
|
|
|
|
|
|
|
||||||||
VodafoneZiggo JV (the Netherlands)
|
$
|
1,081.6
|
|
|
$
|
1,084.5
|
|
|
$
|
2,178.7
|
|
|
$
|
2,178.4
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Forward-looking Statements. This section provides a description of certain factors that could cause actual results or events to differ materially from anticipated results or events.
|
•
|
Overview. This section provides a general description of our business and recent events.
|
•
|
Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and six months ended June 30, 2020 and 2019.
|
•
|
Material Changes in Financial Condition. This section provides an analysis of our corporate and subsidiary liquidity, condensed consolidated statements of cash flows and contractual commitments.
|
•
|
economic and business conditions and industry trends in the countries in which we or our affiliates operate;
|
•
|
the competitive environment in the industries in the countries in which we or our affiliates operate, including competitor responses to our products and services;
|
•
|
fluctuations in currency exchange rates and interest rates;
|
•
|
instability in global financial markets, including sovereign debt issues and related fiscal reforms;
|
•
|
consumer disposable income and spending levels, including the availability and amount of individual consumer debt;
|
•
|
changes in consumer television viewing and broadband usage preferences and habits;
|
•
|
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;
|
•
|
our ability to manage rapid technological changes;
|
•
|
our ability to maintain or increase the number of subscriptions to our broadband internet, cable television, fixed-line telephony and mobile service offerings and our average revenue per household;
|
•
|
our ability to provide satisfactory customer service, including support for new and evolving products and services;
|
•
|
our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;
|
•
|
the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;
|
•
|
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;
|
•
|
government intervention that requires opening our broadband distribution networks to competitors, such as the obligations imposed in Belgium;
|
•
|
our ability to obtain regulatory 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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
our ability to navigate the potential impacts on our business of the U.K.’s departure from the E.U.;
|
•
|
the ability of suppliers and vendors (including our third-party wireless network providers under our MVNO arrangements) to timely deliver quality products, equipment, software, services and access;
|
•
|
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;
|
•
|
uncertainties inherent in the development and integration of new business lines and business strategies;
|
•
|
our ability to adequately forecast and plan future network requirements, including the costs and benefits associated with our network extension programs;
|
•
|
the availability of capital for the acquisition and/or development of telecommunications networks and services;
|
•
|
problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;
|
•
|
the leakage of sensitive customer data;
|
•
|
the outcome of any pending or threatened litigation;
|
•
|
the loss of key employees and the availability of qualified personnel;
|
•
|
changes in the nature of key strategic relationships with partners and joint venturers;
|
•
|
our equity capital structure; and
|
•
|
events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics or epidemics (such as COVID-19) and other similar events.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from continuing operations
|
$
|
(503.8
|
)
|
|
$
|
(339.6
|
)
|
|
$
|
513.9
|
|
|
$
|
(646.5
|
)
|
Income tax expense (benefit)
|
(158.0
|
)
|
|
26.8
|
|
|
(77.9
|
)
|
|
54.6
|
|
||||
Other income, net
|
(9.5
|
)
|
|
(32.5
|
)
|
|
(61.9
|
)
|
|
(39.0
|
)
|
||||
Share of results of affiliates, net
|
105.4
|
|
|
69.3
|
|
|
72.0
|
|
|
140.2
|
|
||||
Losses on debt extinguishment, net
|
165.6
|
|
|
48.3
|
|
|
220.1
|
|
|
48.8
|
|
||||
Realized and unrealized losses (gains) due to changes in fair values of certain investments and debt, net
|
(152.3
|
)
|
|
138.7
|
|
|
377.5
|
|
|
146.9
|
|
||||
Foreign currency transactions losses (gains), net
|
478.0
|
|
|
27.0
|
|
|
86.3
|
|
|
(111.6
|
)
|
||||
Realized and unrealized losses (gains) on derivative instruments, net
|
319.7
|
|
|
(152.9
|
)
|
|
(917.6
|
)
|
|
(70.1
|
)
|
||||
Interest expense
|
281.7
|
|
|
363.6
|
|
|
595.0
|
|
|
730.9
|
|
||||
Operating income
|
526.8
|
|
|
148.7
|
|
|
807.4
|
|
|
254.2
|
|
||||
Impairment, restructuring and other operating items, net
|
32.2
|
|
|
33.2
|
|
|
63.2
|
|
|
104.1
|
|
||||
Depreciation and amortization
|
545.7
|
|
|
921.8
|
|
|
1,329.2
|
|
|
1,861.4
|
|
||||
Share-based compensation expense
|
83.8
|
|
|
87.0
|
|
|
139.0
|
|
|
154.3
|
|
||||
Adjusted EBITDA
|
$
|
1,188.5
|
|
|
$
|
1,190.7
|
|
|
$
|
2,338.8
|
|
|
$
|
2,374.0
|
|
|
Three months ended June 30,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
1,531.8
|
|
|
$
|
1,644.0
|
|
|
$
|
(112.2
|
)
|
|
(6.8
|
)
|
|
$
|
(59.7
|
)
|
|
(3.6
|
)
|
Belgium
|
682.5
|
|
|
713.2
|
|
|
(30.7
|
)
|
|
(4.3
|
)
|
|
(27.9
|
)
|
|
(3.9
|
)
|
||||
Switzerland
|
299.1
|
|
|
315.0
|
|
|
(15.9
|
)
|
|
(5.0
|
)
|
|
(27.3
|
)
|
|
(8.6
|
)
|
||||
Central and Eastern Europe
|
116.2
|
|
|
119.1
|
|
|
(2.9
|
)
|
|
(2.4
|
)
|
|
4.9
|
|
|
4.2
|
|
||||
Central and Corporate (a)
|
93.7
|
|
|
60.2
|
|
|
33.5
|
|
|
55.6
|
|
|
(6.3
|
)
|
|
(6.4
|
)
|
||||
Intersegment eliminations
|
(0.4
|
)
|
|
(1.1
|
)
|
|
0.7
|
|
|
N.M.
|
|
|
0.7
|
|
|
N.M.
|
|
||||
Total
|
$
|
2,722.9
|
|
|
$
|
2,850.4
|
|
|
$
|
(127.5
|
)
|
|
(4.5
|
)
|
|
$
|
(115.6
|
)
|
|
(4.0
|
)
|
|
Six months ended
June 30, |
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
3,152.4
|
|
|
$
|
3,305.3
|
|
|
$
|
(152.9
|
)
|
|
(4.6
|
)
|
|
$
|
(70.4
|
)
|
|
(2.1
|
)
|
Belgium
|
1,400.6
|
|
|
1,425.1
|
|
|
(24.5
|
)
|
|
(1.7
|
)
|
|
(29.0
|
)
|
|
(2.0
|
)
|
||||
Switzerland
|
615.9
|
|
|
631.0
|
|
|
(15.1
|
)
|
|
(2.4
|
)
|
|
(35.8
|
)
|
|
(5.7
|
)
|
||||
Central and Eastern Europe
|
235.3
|
|
|
238.2
|
|
|
(2.9
|
)
|
|
(1.2
|
)
|
|
9.2
|
|
|
3.8
|
|
||||
Central and Corporate (a)
|
194.9
|
|
|
120.9
|
|
|
74.0
|
|
|
61.2
|
|
|
(2.4
|
)
|
|
(1.2
|
)
|
||||
Intersegment eliminations
|
(0.4
|
)
|
|
(2.1
|
)
|
|
1.7
|
|
|
N.M.
|
|
|
1.7
|
|
|
N.M.
|
|
||||
Total
|
$
|
5,598.7
|
|
|
$
|
5,718.4
|
|
|
$
|
(119.7
|
)
|
|
(2.1
|
)
|
|
$
|
(126.7
|
)
|
|
(2.2
|
)
|
(a)
|
Amounts primarily include revenue earned from transition and other services provided to the VodafoneZiggo JV and various third parties and the sale of customer premises equipment to the VodafoneZiggo JV. For additional information, see notes 4 and 5 to our condensed consolidated financial statements.
|
|
Three-month period
|
|
Six-month period
|
||||||||||||||||||||
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Decrease in residential cable subscription revenue due to change in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average number of customers
|
$
|
(3.3
|
)
|
|
$
|
—
|
|
|
$
|
(3.3
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
—
|
|
|
$
|
(7.2
|
)
|
ARPU (a)
|
(22.0
|
)
|
|
—
|
|
|
(22.0
|
)
|
|
(8.6
|
)
|
|
—
|
|
|
(8.6
|
)
|
||||||
Decrease in residential cable non-subscription revenue (b)
|
—
|
|
|
(4.3
|
)
|
|
(4.3
|
)
|
|
—
|
|
|
(3.9
|
)
|
|
(3.9
|
)
|
||||||
Total decrease in residential cable revenue
|
(25.3
|
)
|
|
(4.3
|
)
|
|
(29.6
|
)
|
|
(15.8
|
)
|
|
(3.9
|
)
|
|
(19.7
|
)
|
||||||
Increase (decrease) in residential mobile revenue (c)
|
(2.2
|
)
|
|
(16.2
|
)
|
|
(18.4
|
)
|
|
1.2
|
|
|
(29.4
|
)
|
|
(28.2
|
)
|
||||||
Increase (decrease) in B2B revenue (d)
|
2.8
|
|
|
(5.3
|
)
|
|
(2.5
|
)
|
|
6.0
|
|
|
(19.4
|
)
|
|
(13.4
|
)
|
||||||
Decrease in other revenue (e)
|
—
|
|
|
(9.2
|
)
|
|
(9.2
|
)
|
|
—
|
|
|
(9.1
|
)
|
|
(9.1
|
)
|
||||||
Total organic decrease
|
(24.7
|
)
|
|
(35.0
|
)
|
|
(59.7
|
)
|
|
(8.6
|
)
|
|
(61.8
|
)
|
|
(70.4
|
)
|
||||||
Impact of FX
|
(42.3
|
)
|
|
(10.2
|
)
|
|
(52.5
|
)
|
|
(66.0
|
)
|
|
(16.5
|
)
|
|
(82.5
|
)
|
||||||
Total
|
$
|
(67.0
|
)
|
|
$
|
(45.2
|
)
|
|
$
|
(112.2
|
)
|
|
$
|
(74.6
|
)
|
|
$
|
(78.3
|
)
|
|
$
|
(152.9
|
)
|
(a)
|
The decreases in cable subscription revenue related to changes in ARPU include lower revenue of approximately $28 million during the second quarter of 2020 associated with the pausing or cancellation of certain sporting events due to the COVID-19 pandemic, including (i) credits that were given to certain customers and (ii) the estimated impact of certain customers canceling their premium sports subscriptions.
|
(b)
|
The decreases in residential cable non-subscription revenue are primarily attributable to lower revenue from late fees in the U.K., largely related to the temporary suspension of late payment charges during the COVID-19 pandemic.
|
(c)
|
The decreases in residential mobile non-subscription revenue are primarily attributable to (i) decreases in revenue from mobile handset sales in the U.K., due in large part to the impact of retail store closures during the COVID-19 pandemic, and (ii) lower interconnect and mobile roaming revenue driven by stay-at-home behaviors during the COVID-19 pandemic. The decreases in residential mobile non-subscription revenue also include the unfavorable impact of $5.3 million of revenue recognized during the second quarter of 2019 in connection with the sale of rights to future commission payments on customer handset insurance arrangements in the U.K.
|
(d)
|
The increases in B2B subscription revenue are primarily due to increases in the average number of SOHO customers in the U.K. The decreases in B2B non-subscription revenue are primarily attributable to our operations in the U.K., including the net effect of (i) decreases in lower margin revenue related to business network services, (ii) increases in revenue associated with long-term leases of a portion of our network and (iii) lower installation revenue.
|
(e)
|
The decreases in other revenue are attributable to lower broadcasting revenue in Ireland, largely due to the impact of the COVID-19 pandemic.
|
|
Three-month period
|
|
Six-month period
|
||||||||||||||||||||
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Increase (decrease) in residential cable subscription revenue due to change in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average number of customers
|
$
|
(10.7
|
)
|
|
$
|
—
|
|
|
$
|
(10.7
|
)
|
|
$
|
(22.3
|
)
|
|
$
|
—
|
|
|
$
|
(22.3
|
)
|
ARPU
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
||||||
Decrease in residential cable non-subscription revenue
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(2.9
|
)
|
|
(2.9
|
)
|
||||||
Total decrease in residential cable revenue
|
(3.6
|
)
|
|
(1.7
|
)
|
|
(5.3
|
)
|
|
(11.4
|
)
|
|
(2.9
|
)
|
|
(14.3
|
)
|
||||||
Increase (decrease) in residential mobile revenue (a)
|
(0.7
|
)
|
|
(21.1
|
)
|
|
(21.8
|
)
|
|
4.2
|
|
|
(22.5
|
)
|
|
(18.3
|
)
|
||||||
Increase (decrease) in B2B revenue (b)
|
7.1
|
|
|
(5.3
|
)
|
|
1.8
|
|
|
17.5
|
|
|
(12.2
|
)
|
|
5.3
|
|
||||||
Decrease in other revenue
|
—
|
|
|
(2.6
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
||||||
Total organic increase (decrease)
|
2.8
|
|
|
(30.7
|
)
|
|
(27.9
|
)
|
|
10.3
|
|
|
(39.3
|
)
|
|
(29.0
|
)
|
||||||
Impact of acquisitions
|
—
|
|
|
13.9
|
|
|
13.9
|
|
|
—
|
|
|
42.8
|
|
|
42.8
|
|
||||||
Impact of disposals
|
(2.0
|
)
|
|
(0.8
|
)
|
|
(2.8
|
)
|
|
(2.0
|
)
|
|
(0.8
|
)
|
|
(2.8
|
)
|
||||||
Impact of FX
|
(10.9
|
)
|
|
(3.0
|
)
|
|
(13.9
|
)
|
|
(26.6
|
)
|
|
(8.9
|
)
|
|
(35.5
|
)
|
||||||
Total
|
$
|
(10.1
|
)
|
|
$
|
(20.6
|
)
|
|
$
|
(30.7
|
)
|
|
$
|
(18.3
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
(24.5
|
)
|
(a)
|
The increase in residential mobile subscription revenue for the six-month comparison is primarily due to an increase in the average number of mobile subscribers. The decreases in mobile non-subscription revenue are primarily attributable to (i) lower interconnect and mobile roaming revenue driven by stay-at-home behaviors during the COVID-19 pandemic and (ii) decreases in revenue from mobile handset sales, due in large part to the impact of retail store closures during the COVID-19 pandemic.
|
(b)
|
The increases in B2B subscription revenue are primarily due to increases in the average number of SOHO customers. The decreases in B2B non-subscription revenue are primarily attributable to (i) lower interconnect revenue and (ii) decreases in revenue from mobile handset sales, due in large part to the impact of the COVID-19 pandemic.
|
|
Three-month period
|
|
Six-month period
|
||||||||||||||||||||
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Decrease in residential cable subscription revenue due to change in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average number of customers
|
$
|
(15.7
|
)
|
|
$
|
—
|
|
|
$
|
(15.7
|
)
|
|
$
|
(31.3
|
)
|
|
$
|
—
|
|
|
$
|
(31.3
|
)
|
ARPU
|
(6.1
|
)
|
|
—
|
|
|
(6.1
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(12.3
|
)
|
||||||
Decrease in residential cable non-subscription revenue (a)
|
—
|
|
|
(2.8
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
||||||
Total decrease in residential cable revenue
|
(21.8
|
)
|
|
(2.8
|
)
|
|
(24.6
|
)
|
|
(43.6
|
)
|
|
(1.9
|
)
|
|
(45.5
|
)
|
||||||
Increase (decrease) in residential mobile revenue (b)
|
3.3
|
|
|
(3.6
|
)
|
|
(0.3
|
)
|
|
7.6
|
|
|
2.1
|
|
|
9.7
|
|
||||||
Increase (decrease) in B2B revenue
|
(0.4
|
)
|
|
(1.9
|
)
|
|
(2.3
|
)
|
|
(0.6
|
)
|
|
0.6
|
|
|
—
|
|
||||||
Decrease in other revenue
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total organic increase (decrease)
|
(18.9
|
)
|
|
(8.4
|
)
|
|
(27.3
|
)
|
|
(36.6
|
)
|
|
0.8
|
|
|
(35.8
|
)
|
||||||
Impact of FX
|
9.2
|
|
|
2.2
|
|
|
11.4
|
|
|
16.0
|
|
|
4.7
|
|
|
20.7
|
|
||||||
Total
|
$
|
(9.7
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
(20.6
|
)
|
|
$
|
5.5
|
|
|
$
|
(15.1
|
)
|
(a)
|
The decrease in residential cable non-subscription revenue for the three-month comparison includes $2.1 million of revenue associated with our Swiss sports channels that was accelerated into the first quarter of 2020. As further described under Discussion and Analysis of our Consolidated Operating Results — Programming and other direct costs of services, Switzerland's ice hockey league was cancelled as a result of the COVID-19 pandemic, which resulted in the prepaid amounts for the associated sports rights that would have been expensed during the second quarter of 2020 to be recognized during the first quarter of 2020. Accordingly, $2.1 million of associated revenue that would have been recorded in April 2020 was recognized during the first quarter of 2020.
|
(b)
|
The increases in residential mobile subscription revenue are primarily due to increases in the average number of mobile subscribers. The decrease in residential mobile non-subscription revenue for the three-month comparison is primarily attributable to lower revenue from mobile handset sales, due in large part to the impact of retail store closures during the COVID-19 pandemic.
|
|
Three-month period
|
|
Six-month period
|
||||||||||||||||||||
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
|
Subscription
revenue
|
|
Non-subscription
revenue
|
|
Total
|
||||||||||||
|
in millions
|
||||||||||||||||||||||
Increase in residential cable subscription revenue due to change in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average number of customers
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
ARPU
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
||||||
Decrease in residential cable non-subscription revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||
Total increase (decrease) in residential cable revenue
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
5.6
|
|
|
(0.2
|
)
|
|
5.4
|
|
||||||
Increase in residential mobile revenue
|
0.3
|
|
|
0.2
|
|
|
0.5
|
|
|
0.5
|
|
|
0.3
|
|
|
0.8
|
|
||||||
Increase in B2B revenue
|
0.3
|
|
|
0.9
|
|
|
1.2
|
|
|
0.9
|
|
|
1.1
|
|
|
2.0
|
|
||||||
Increase in other revenue
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
||||||
Total organic increase
|
3.3
|
|
|
1.6
|
|
|
4.9
|
|
|
7.0
|
|
|
2.2
|
|
|
9.2
|
|
||||||
Impact of FX
|
(7.6
|
)
|
|
(0.2
|
)
|
|
(7.8
|
)
|
|
(11.5
|
)
|
|
(0.6
|
)
|
|
(12.1
|
)
|
||||||
Total
|
$
|
(4.3
|
)
|
|
$
|
1.4
|
|
|
$
|
(2.9
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
1.6
|
|
|
$
|
(2.9
|
)
|
|
Three months ended June 30,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019 (a)
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
654.9
|
|
|
$
|
687.5
|
|
|
$
|
(32.6
|
)
|
|
(4.7
|
)
|
|
$
|
(10.3
|
)
|
|
(1.5
|
)
|
Belgium
|
354.1
|
|
|
349.4
|
|
|
4.7
|
|
|
1.3
|
|
|
19.4
|
|
|
5.7
|
|
||||
Switzerland
|
150.9
|
|
|
159.8
|
|
|
(8.9
|
)
|
|
(5.6
|
)
|
|
(14.6
|
)
|
|
(9.9
|
)
|
||||
Central and Eastern Europe
|
52.7
|
|
|
54.1
|
|
|
(1.4
|
)
|
|
(2.6
|
)
|
|
2.2
|
|
|
4.2
|
|
||||
Central and Corporate
|
(24.1
|
)
|
|
(60.1
|
)
|
|
36.0
|
|
|
59.9
|
|
|
(2.4
|
)
|
|
(11.1
|
)
|
||||
Total
|
$
|
1,188.5
|
|
|
$
|
1,190.7
|
|
|
$
|
(2.2
|
)
|
|
(0.2
|
)
|
|
$
|
(5.7
|
)
|
|
(0.5
|
)
|
|
Six months ended
June 30, |
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019 (a)
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
1,310.3
|
|
|
$
|
1,379.7
|
|
|
$
|
(69.4
|
)
|
|
(5.0
|
)
|
|
$
|
(34.9
|
)
|
|
(2.5
|
)
|
Belgium
|
685.7
|
|
|
688.4
|
|
|
(2.7
|
)
|
|
(0.4
|
)
|
|
24.4
|
|
|
3.6
|
|
||||
Switzerland
|
285.0
|
|
|
316.1
|
|
|
(31.1
|
)
|
|
(9.8
|
)
|
|
(40.7
|
)
|
|
(12.9
|
)
|
||||
Central and Eastern Europe
|
107.0
|
|
|
107.8
|
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|
4.8
|
|
|
4.5
|
|
||||
Central and Corporate
|
(49.2
|
)
|
|
(119.4
|
)
|
|
70.2
|
|
|
58.8
|
|
|
(5.7
|
)
|
|
(13.2
|
)
|
||||
Intersegment eliminations (b)
|
—
|
|
|
1.4
|
|
|
(1.4
|
)
|
|
N.M.
|
|
|
(1.4
|
)
|
|
N.M.
|
|
||||
Total
|
$
|
2,338.8
|
|
|
$
|
2,374.0
|
|
|
$
|
(35.2
|
)
|
|
(1.5
|
)
|
|
$
|
(53.5
|
)
|
|
(2.2
|
)
|
(a)
|
Amounts have been revised to reflect the retrospective impact of the Centrally-held Cost Allocation, as further described in note 17 to our condensed consolidated financial statements.
|
(b)
|
Amount for the 2019 period is related to transactions between our continuing and discontinued operations prior to the disposal dates of such discontinued operations.
|
|
Three months ended June 30,
|
|
Six months ended
June 30, |
||||||||
|
2020
|
|
2019 (a)
|
|
2020
|
|
2019 (a)
|
||||
|
|
|
|
|
|
|
|
||||
U.K./Ireland
|
42.7
|
%
|
|
41.8
|
%
|
|
41.6
|
%
|
|
41.7
|
%
|
Belgium
|
51.9
|
%
|
|
49.0
|
%
|
|
49.0
|
%
|
|
48.3
|
%
|
Switzerland
|
50.4
|
%
|
|
50.7
|
%
|
|
46.3
|
%
|
|
50.1
|
%
|
Central and Eastern Europe
|
45.5
|
%
|
|
45.6
|
%
|
|
45.6
|
%
|
|
45.3
|
%
|
(a)
|
Amounts have been revised to reflect the retrospective impact of the Centrally-held Cost Allocation, as further described in note 17 to our condensed consolidated financial statements.
|
|
Three months ended
June 30, |
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential cable revenue (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Broadband internet
|
$
|
781.0
|
|
|
$
|
799.5
|
|
|
$
|
(18.5
|
)
|
|
(2.3
|
)
|
|
$
|
1.7
|
|
|
0.2
|
|
Video
|
633.6
|
|
|
676.6
|
|
|
(43.0
|
)
|
|
(6.4
|
)
|
|
(27.0
|
)
|
|
(4.0
|
)
|
||||
Fixed-line telephony
|
328.3
|
|
|
360.4
|
|
|
(32.1
|
)
|
|
(8.9
|
)
|
|
(22.7
|
)
|
|
(6.3
|
)
|
||||
Total subscription revenue
|
1,742.9
|
|
|
1,836.5
|
|
|
(93.6
|
)
|
|
(5.1
|
)
|
|
(48.0
|
)
|
|
(2.6
|
)
|
||||
Non-subscription revenue
|
35.6
|
|
|
44.5
|
|
|
(8.9
|
)
|
|
(20.0
|
)
|
|
(8.6
|
)
|
|
(19.3
|
)
|
||||
Total residential cable revenue
|
1,778.5
|
|
|
1,881.0
|
|
|
(102.5
|
)
|
|
(5.4
|
)
|
|
(56.6
|
)
|
|
(3.0
|
)
|
||||
Residential mobile revenue (c):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b)
|
227.3
|
|
|
231.4
|
|
|
(4.1
|
)
|
|
(1.8
|
)
|
|
0.7
|
|
|
0.3
|
|
||||
Non-subscription revenue
|
129.7
|
|
|
173.3
|
|
|
(43.6
|
)
|
|
(25.2
|
)
|
|
(40.9
|
)
|
|
(23.6
|
)
|
||||
Total residential mobile revenue
|
357.0
|
|
|
404.7
|
|
|
(47.7
|
)
|
|
(11.8
|
)
|
|
(40.2
|
)
|
|
(9.9
|
)
|
||||
Total residential revenue
|
2,135.5
|
|
|
2,285.7
|
|
|
(150.2
|
)
|
|
(6.6
|
)
|
|
(96.8
|
)
|
|
(4.2
|
)
|
||||
B2B revenue (d):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue
|
123.4
|
|
|
116.8
|
|
|
6.6
|
|
|
5.7
|
|
|
9.8
|
|
|
8.4
|
|
||||
Non-subscription revenue
|
338.2
|
|
|
357.2
|
|
|
(19.0
|
)
|
|
(5.3
|
)
|
|
(12.4
|
)
|
|
(3.5
|
)
|
||||
Total B2B revenue
|
461.6
|
|
|
474.0
|
|
|
(12.4
|
)
|
|
(2.6
|
)
|
|
(2.6
|
)
|
|
(0.5
|
)
|
||||
Other revenue (e)
|
125.8
|
|
|
90.7
|
|
|
35.1
|
|
|
38.7
|
|
|
(16.2
|
)
|
|
(11.4
|
)
|
||||
Total
|
$
|
2,722.9
|
|
|
$
|
2,850.4
|
|
|
$
|
(127.5
|
)
|
|
(4.5
|
)
|
|
$
|
(115.6
|
)
|
|
(4.0
|
)
|
|
Six months ended
June 30, |
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential cable revenue (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Broadband internet
|
$
|
1,577.8
|
|
|
$
|
1,602.3
|
|
|
$
|
(24.5
|
)
|
|
(1.5
|
)
|
|
$
|
8.5
|
|
|
0.5
|
|
Video
|
1,316.7
|
|
|
1,368.7
|
|
|
(52.0
|
)
|
|
(3.8
|
)
|
|
(26.1
|
)
|
|
(1.9
|
)
|
||||
Fixed-line telephony
|
666.5
|
|
|
729.2
|
|
|
(62.7
|
)
|
|
(8.6
|
)
|
|
(47.6
|
)
|
|
(6.5
|
)
|
||||
Total subscription revenue
|
3,561.0
|
|
|
3,700.2
|
|
|
(139.2
|
)
|
|
(3.8
|
)
|
|
(65.2
|
)
|
|
(1.8
|
)
|
||||
Non-subscription revenue
|
88.6
|
|
|
98.5
|
|
|
(9.9
|
)
|
|
(10.1
|
)
|
|
(8.9
|
)
|
|
(9.1
|
)
|
||||
Total residential cable revenue
|
3,649.6
|
|
|
3,798.7
|
|
|
(149.1
|
)
|
|
(3.9
|
)
|
|
(74.1
|
)
|
|
(2.0
|
)
|
||||
Residential mobile revenue (c):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue (b)
|
463.2
|
|
|
459.4
|
|
|
3.8
|
|
|
0.8
|
|
|
13.5
|
|
|
2.9
|
|
||||
Non-subscription revenue
|
275.0
|
|
|
330.0
|
|
|
(55.0
|
)
|
|
(16.7
|
)
|
|
(49.7
|
)
|
|
(15.1
|
)
|
||||
Total residential mobile revenue
|
738.2
|
|
|
789.4
|
|
|
(51.2
|
)
|
|
(6.5
|
)
|
|
(36.2
|
)
|
|
(4.6
|
)
|
||||
Total residential revenue
|
4,387.8
|
|
|
4,588.1
|
|
|
(200.3
|
)
|
|
(4.4
|
)
|
|
(110.3
|
)
|
|
(2.4
|
)
|
||||
B2B revenue (d):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription revenue
|
248.0
|
|
|
230.6
|
|
|
17.4
|
|
|
7.5
|
|
|
23.8
|
|
|
10.3
|
|
||||
Non-subscription revenue
|
687.7
|
|
|
729.2
|
|
|
(41.5
|
)
|
|
(5.7
|
)
|
|
(27.1
|
)
|
|
(3.7
|
)
|
||||
Total B2B revenue
|
935.7
|
|
|
959.8
|
|
|
(24.1
|
)
|
|
(2.5
|
)
|
|
(3.3
|
)
|
|
(0.3
|
)
|
||||
Other revenue (e)
|
275.2
|
|
|
170.5
|
|
|
104.7
|
|
|
61.4
|
|
|
(13.1
|
)
|
|
(4.5
|
)
|
||||
Total
|
$
|
5,598.7
|
|
|
$
|
5,718.4
|
|
|
$
|
(119.7
|
)
|
|
(2.1
|
)
|
|
$
|
(126.7
|
)
|
|
(2.2
|
)
|
(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 $48.9 million and $64.4 million during the three months ended June 30, 2020 and 2019, respectively, and $108.5 million and $125.4 million during the six months ended June 30, 2020 and 2019, 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 increase in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers. B2B non-subscription revenue includes (i) 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 and (ii) revenue from long-term leases of portions of our network.
|
(e)
|
Other revenue includes, among other items, (i) revenue earned from transitional and other services provided to various third parties, (ii) revenue earned from the JV Services and the sale of customer premises equipment to the VodafoneZiggo JV and (iii) broadcasting revenue in Belgium and Ireland.
|
|
Three-month period
|
|
Six-month period
|
||||
|
in millions
|
||||||
Decrease in residential cable subscription revenue due to change in:
|
|
|
|
||||
Average number of customers
|
$
|
(22.3
|
)
|
|
$
|
(46.4
|
)
|
ARPU
|
(25.7
|
)
|
|
(18.8
|
)
|
||
Decrease in residential cable non-subscription revenue
|
(8.6
|
)
|
|
(8.9
|
)
|
||
Total decrease in residential cable revenue
|
(56.6
|
)
|
|
(74.1
|
)
|
||
Increase in residential mobile subscription revenue
|
0.7
|
|
|
13.5
|
|
||
Decrease in residential mobile non-subscription revenue
|
(40.9
|
)
|
|
(49.7
|
)
|
||
Total organic decrease in residential revenue
|
(96.8
|
)
|
|
(110.3
|
)
|
||
Impact of acquisitions and dispositions
|
(1.9
|
)
|
|
(2.9
|
)
|
||
Impact of FX
|
(51.5
|
)
|
|
(87.1
|
)
|
||
Total decrease in residential revenue
|
$
|
(150.2
|
)
|
|
$
|
(200.3
|
)
|
|
Three months ended June 30,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
||||||||||||||||||||
U.K./Ireland
|
$
|
456.7
|
|
|
$
|
504.1
|
|
|
$
|
(47.4
|
)
|
|
(9.4
|
)
|
|
$
|
(31.7
|
)
|
|
(6.3
|
)
|
Belgium
|
142.4
|
|
|
166.4
|
|
|
(24.0
|
)
|
|
(14.4
|
)
|
|
(34.2
|
)
|
|
(19.1
|
)
|
||||
Switzerland
|
54.7
|
|
|
63.5
|
|
|
(8.8
|
)
|
|
(13.9
|
)
|
|
(10.8
|
)
|
|
(17.0
|
)
|
||||
Central and Eastern Europe
|
30.4
|
|
|
30.0
|
|
|
0.4
|
|
|
1.3
|
|
|
2.5
|
|
|
8.3
|
|
||||
Central and Corporate
|
31.9
|
|
|
22.9
|
|
|
9.0
|
|
|
39.3
|
|
|
9.2
|
|
|
38.8
|
|
||||
Intersegment eliminations
|
(1.1
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
N.M.
|
|
|
(0.5
|
)
|
|
N.M.
|
|
||||
Total
|
$
|
715.0
|
|
|
$
|
786.3
|
|
|
$
|
(71.3
|
)
|
|
(9.1
|
)
|
|
$
|
(65.5
|
)
|
|
(8.2
|
)
|
|
Six months ended
June 30, |
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
973.2
|
|
|
$
|
1,024.4
|
|
|
$
|
(51.2
|
)
|
|
(5.0
|
)
|
|
$
|
(26.0
|
)
|
|
(2.5
|
)
|
Belgium
|
331.3
|
|
|
333.4
|
|
|
(2.1
|
)
|
|
(0.6
|
)
|
|
(26.5
|
)
|
|
(7.2
|
)
|
||||
Switzerland
|
140.9
|
|
|
128.1
|
|
|
12.8
|
|
|
10.0
|
|
|
8.1
|
|
|
6.3
|
|
||||
Central and Eastern Europe
|
60.2
|
|
|
60.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
5.3
|
|
||||
Central and Corporate
|
65.6
|
|
|
41.2
|
|
|
24.4
|
|
|
59.2
|
|
|
24.3
|
|
|
56.4
|
|
||||
Intersegment eliminations
|
(1.1
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
N.M.
|
|
|
(0.5
|
)
|
|
N.M.
|
|
||||
Total
|
$
|
1,570.1
|
|
|
$
|
1,586.7
|
|
|
$
|
(16.6
|
)
|
|
(1.0
|
)
|
|
$
|
(17.4
|
)
|
|
(1.1
|
)
|
•
|
Decreases in programming and copyright costs of $46.5 million or 11.6% and $27.1 million or 3.3%, respectively, primarily due to decreases in U.K./Ireland, Switzerland and Belgium. These decreases are primarily due to lower costs for certain premium and/or basic content, including (i) a decrease of $28.9 million in U.K./Ireland related to credits received during the second quarter of 2020 in connection with the pausing or cancellation of certain sporting events due to the COVID-19 pandemic, which offset the aforementioned revenue declines, and (ii) a decrease of $14.2 million for the three-month comparison due to the acceleration of certain costs for sports rights as a result of the COVID-19 pandemic. In this regard, certain sports leagues in Belgium and Switzerland were cancelled and, accordingly, the prepaid amounts for the associated sports rights that would have been expensed during the second quarter of 2020 were recognized during the first quarter of 2020;
|
•
|
Decreases in mobile handset and other device costs of $9.1 million or 10.5% and $11.5 million or 6.8%, respectively, primarily due to lower sales volumes in U.K./Ireland, Belgium and, for the three-month comparison, Switzerland, largely due to temporary retail store closures as a result of the COVID-19 pandemic;
|
•
|
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 direct cost increases of $6.6 million and $11.0 million, respectively, that were fully offset by corresponding decreases, primarily in various other operating expenses within Central and Corporate; and
|
•
|
An increase (decrease) in interconnect and access costs of ($15.2 million) or (7.2%) and $0.7 million or 0.2%, respectively, primarily due to the net effect of (i) higher MVNO costs in Switzerland and U.K./Ireland and (ii) lower interconnect and mobile roaming costs, as decreases in Belgium were only partially offset by increases in U.K./Ireland. Across all of our markets, interconnect and mobile roaming costs include the positive impact of changes in mobile usage associated with factors such as lower travel and the use of WiFi alternatives during stay-at-home mandates or recommendations as a result of the COVID-19 pandemic.
|
|
Three months ended June 30,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
228.2
|
|
|
$
|
229.9
|
|
|
$
|
(1.7
|
)
|
|
(0.7
|
)
|
|
$
|
6.2
|
|
|
2.7
|
|
Belgium
|
94.9
|
|
|
98.3
|
|
|
(3.4
|
)
|
|
(3.5
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
||||
Switzerland
|
45.5
|
|
|
46.6
|
|
|
(1.1
|
)
|
|
(2.4
|
)
|
|
(2.9
|
)
|
|
(6.2
|
)
|
||||
Central and Eastern Europe
|
15.7
|
|
|
17.3
|
|
|
(1.6
|
)
|
|
(9.2
|
)
|
|
(0.5
|
)
|
|
(2.9
|
)
|
||||
Central and Corporate
|
13.1
|
|
|
29.4
|
|
|
(16.3
|
)
|
|
(55.4
|
)
|
|
(19.0
|
)
|
|
(66.9
|
)
|
||||
Intersegment eliminations
|
2.1
|
|
|
(4.7
|
)
|
|
6.8
|
|
|
N.M.
|
|
|
6.8
|
|
|
N.M.
|
|
||||
Total other operating expenses excluding share-based compensation expense
|
399.5
|
|
|
416.8
|
|
|
(17.3
|
)
|
|
(4.2
|
)
|
|
$
|
(10.3
|
)
|
|
(2.5
|
)
|
|||
Share-based compensation expense
|
1.6
|
|
|
1.0
|
|
|
0.6
|
|
|
N.M.
|
|
|
|
|
|
||||||
Total
|
$
|
401.1
|
|
|
$
|
417.8
|
|
|
$
|
(16.7
|
)
|
|
(4.0
|
)
|
|
|
|
|
|
Six months ended
June 30, |
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
469.7
|
|
|
$
|
462.5
|
|
|
$
|
7.2
|
|
|
1.6
|
|
|
$
|
19.8
|
|
|
4.3
|
|
Belgium
|
188.1
|
|
|
198.8
|
|
|
(10.7
|
)
|
|
(5.4
|
)
|
|
(5.3
|
)
|
|
(2.7
|
)
|
||||
Switzerland
|
91.9
|
|
|
92.1
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(3.2
|
)
|
|
(3.5
|
)
|
||||
Central and Eastern Europe
|
32.1
|
|
|
34.3
|
|
|
(2.2
|
)
|
|
(6.4
|
)
|
|
(0.6
|
)
|
|
(1.7
|
)
|
||||
Central and Corporate
|
35.0
|
|
|
55.3
|
|
|
(20.3
|
)
|
|
(36.7
|
)
|
|
(23.2
|
)
|
|
(42.6
|
)
|
||||
Intersegment eliminations
|
2.1
|
|
|
(7.7
|
)
|
|
9.8
|
|
|
N.M.
|
|
|
9.8
|
|
|
N.M.
|
|
||||
Total other operating expenses excluding share-based compensation expense
|
818.9
|
|
|
835.3
|
|
|
(16.4
|
)
|
|
(2.0
|
)
|
|
$
|
(2.7
|
)
|
|
(0.3
|
)
|
|||
Share-based compensation expense
|
2.3
|
|
|
1.9
|
|
|
0.4
|
|
|
21.1
|
|
|
|
|
|
||||||
Total
|
$
|
821.2
|
|
|
$
|
837.2
|
|
|
$
|
(16.0
|
)
|
|
(1.9
|
)
|
|
|
|
|
•
|
Increases in network infrastructure charges in U.K./Ireland of $4.4 million and $14.4 million, respectively, following an increase in the rateable value of certain of Virgin Media’s assets. For additional information, see “Other Regulatory Issues” in note 16 to our condensed consolidated financial statements;
|
•
|
Decreases in customer service costs of $13.2 million or 21.4% and $12.5 million or 9.9%, respectively, primarily due to lower call center costs in U.K./Ireland and Belgium. The lower call center costs in U.K./Ireland are primarily due to lockdowns during the second quarter of 2020 associated with the COVID-19 pandemic, which prevented certain outsourced contract services from being performed;
|
•
|
The aforementioned 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 decreases in various other operating expenses of $6.3 million and $10.7 million, respectively, within Central and Corporate; and
|
•
|
Increases in personnel costs of $10.7 million or 8.8% and $8.4 million or 3.4%, respectively, primarily due to the net effect of (i) higher average costs per employee, primarily in U.K./Ireland and Central and Corporate, (ii) lower staffing levels, primarily in U.K./Ireland and Central and Corporate, and (iii) decreases in temporary personnel costs, primarily in U.K./Ireland.
|
|
Three months ended June 30,
|
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
192.0
|
|
|
$
|
222.5
|
|
|
$
|
(30.5
|
)
|
|
(13.7
|
)
|
|
$
|
(23.9
|
)
|
|
(10.7
|
)
|
Belgium
|
91.1
|
|
|
99.1
|
|
|
(8.0
|
)
|
|
(8.1
|
)
|
|
(12.2
|
)
|
|
(11.6
|
)
|
||||
Switzerland
|
48.0
|
|
|
45.1
|
|
|
2.9
|
|
|
6.4
|
|
|
1.0
|
|
|
2.2
|
|
||||
Central and Eastern Europe
|
17.4
|
|
|
17.7
|
|
|
(0.3
|
)
|
|
(1.7
|
)
|
|
0.7
|
|
|
4.0
|
|
||||
Central and Corporate
|
72.8
|
|
|
68.0
|
|
|
4.8
|
|
|
7.1
|
|
|
5.9
|
|
|
8.7
|
|
||||
Intersegment eliminations
|
(1.4
|
)
|
|
4.2
|
|
|
(5.6
|
)
|
|
N.M.
|
|
|
(5.6
|
)
|
|
N.M.
|
|
||||
Total SG&A expenses excluding share-based compensation expense
|
419.9
|
|
|
456.6
|
|
|
(36.7
|
)
|
|
(8.0
|
)
|
|
$
|
(34.1
|
)
|
|
(7.4
|
)
|
|||
Share-based compensation expense
|
82.2
|
|
|
86.0
|
|
|
(3.8
|
)
|
|
(4.4
|
)
|
|
|
|
|
||||||
Total
|
$
|
502.1
|
|
|
$
|
542.6
|
|
|
$
|
(40.5
|
)
|
|
(7.5
|
)
|
|
|
|
|
|
Six months ended
June 30, |
|
Increase (decrease)
|
|
Organic increase (decrease)
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K./Ireland
|
$
|
399.2
|
|
|
$
|
438.7
|
|
|
$
|
(39.5
|
)
|
|
(9.0
|
)
|
|
$
|
(29.3
|
)
|
|
(6.7
|
)
|
Belgium
|
195.5
|
|
|
204.5
|
|
|
(9.0
|
)
|
|
(4.4
|
)
|
|
(21.6
|
)
|
|
(9.7
|
)
|
||||
Switzerland
|
98.1
|
|
|
94.7
|
|
|
3.4
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
||||
Central and Eastern Europe
|
36.0
|
|
|
35.9
|
|
|
0.1
|
|
|
0.3
|
|
|
1.8
|
|
|
5.0
|
|
||||
Central and Corporate
|
143.5
|
|
|
143.8
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
2.2
|
|
|
1.5
|
|
||||
Intersegment eliminations
|
(1.4
|
)
|
|
4.8
|
|
|
(6.2
|
)
|
|
N.M.
|
|
|
(6.2
|
)
|
|
N.M.
|
|
||||
Total SG&A expenses excluding share-based compensation expense
|
870.9
|
|
|
922.4
|
|
|
(51.5
|
)
|
|
(5.6
|
)
|
|
$
|
(53.1
|
)
|
|
(5.6
|
)
|
|||
Share-based compensation expense
|
136.7
|
|
|
152.4
|
|
|
(15.7
|
)
|
|
(10.3
|
)
|
|
|
|
|
||||||
Total
|
$
|
1,007.6
|
|
|
$
|
1,074.8
|
|
|
$
|
(67.2
|
)
|
|
(6.3
|
)
|
|
|
|
|
|
Three months ended June 30,
|
|
Decrease
|
|
Organic decrease
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative (a)
|
$
|
334.8
|
|
|
$
|
356.0
|
|
|
$
|
(21.2
|
)
|
|
(6.0
|
)
|
|
$
|
(19.0
|
)
|
|
(5.3
|
)
|
External sales and marketing
|
85.1
|
|
|
100.6
|
|
|
(15.5
|
)
|
|
(15.4
|
)
|
|
(15.1
|
)
|
|
(14.8
|
)
|
||||
Total
|
$
|
419.9
|
|
|
$
|
456.6
|
|
|
$
|
(36.7
|
)
|
|
(8.0
|
)
|
|
$
|
(34.1
|
)
|
|
(7.4
|
)
|
|
Six months ended
June 30, |
|
Decrease
|
|
Organic decrease
|
||||||||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
in millions, except percentages
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative (a)
|
$
|
691.3
|
|
|
$
|
716.6
|
|
|
$
|
(25.3
|
)
|
|
(3.5
|
)
|
|
$
|
(25.7
|
)
|
|
(3.5
|
)
|
External sales and marketing
|
179.6
|
|
|
205.8
|
|
|
(26.2
|
)
|
|
(12.7
|
)
|
|
(27.4
|
)
|
|
(13.0
|
)
|
||||
Total
|
$
|
870.9
|
|
|
$
|
922.4
|
|
|
$
|
(51.5
|
)
|
|
(5.6
|
)
|
|
$
|
(53.1
|
)
|
|
(5.6
|
)
|
(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.
|
•
|
Decreases in external sales and marketing costs of $15.1 million or 14.8% and $27.4 million or 13.0%, respectively, due to lower costs associated with advertising campaigns in U.K./Ireland, Belgium and Switzerland; and
|
•
|
Decreases in personnel costs of $11.4 million or 5.3% and $13.4 million or 3.1%, respectively, primarily due to the net effect of (i) higher average costs per employee, primarily in U.K./Ireland, Central and Corporate and, for the six-month comparison, Belgium, (ii) lower staffing levels, primarily in U.K./Ireland and Central and Corporate, and (iii) decreases in temporary personnel costs, primarily in U.K./Ireland. The higher average costs per employee include the impact of (a) lower severance costs in U.K./Ireland of $6.3 million associated with revisions to our operating model and decreases in senior management personnel during the second quarter of 2019 and (b) decreases in Central and Corporate related to a $5.0 million cash bonus associated with the renewal of an existing executive employment contract on similar terms paid in the second quarter of 2019.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Liberty Global:
|
|
|
|
|
|
|
|
||||||||
Performance-based incentive awards (a)
|
$
|
21.6
|
|
|
$
|
38.0
|
|
|
$
|
49.3
|
|
|
$
|
67.9
|
|
Non-performance based incentive awards (b)
|
47.8
|
|
|
29.0
|
|
|
66.1
|
|
|
51.0
|
|
||||
Other (c)
|
6.0
|
|
|
12.6
|
|
|
12.2
|
|
|
22.5
|
|
||||
Total Liberty Global
|
75.4
|
|
|
79.6
|
|
|
127.6
|
|
|
141.4
|
|
||||
Other
|
8.4
|
|
|
7.4
|
|
|
11.4
|
|
|
12.9
|
|
||||
Total
|
$
|
83.8
|
|
|
$
|
87.0
|
|
|
$
|
139.0
|
|
|
$
|
154.3
|
|
Included in:
|
|
|
|
|
|
|
|
||||||||
Other operating expense
|
$
|
1.6
|
|
|
$
|
1.0
|
|
|
$
|
2.3
|
|
|
$
|
1.9
|
|
SG&A expense
|
82.2
|
|
|
86.0
|
|
|
136.7
|
|
|
152.4
|
|
||||
Total
|
$
|
83.8
|
|
|
$
|
87.0
|
|
|
$
|
139.0
|
|
|
$
|
154.3
|
|
(a)
|
Includes share-based compensation expense related to (i) PSUs, (ii) the 2019 Challenge Performance Awards, which were granted in March 2019 and included PSARs and PSUs, and (iii) the performance-based portion of the 2019 CEO Performance Award, which was granted in May 2019.
|
(b)
|
In 2019, we changed our policy to provide that all new equity grants would have ten-year contractual terms in order to more closely align with common market practice. In April 2020, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs and director options granted in 2013 from a seven-year term to a ten-year term in order to align with this new policy. Accordingly, the Black-Scholes fair values of the outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $18.9 million during the second quarter of 2020.
|
(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. 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.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Cross-currency and interest rate derivative contracts (a)
|
$
|
(309.4
|
)
|
|
$
|
69.1
|
|
|
$
|
532.9
|
|
|
$
|
(18.2
|
)
|
Equity-related derivative instruments:
|
|
|
|
|
|
|
|
||||||||
ITV Collar
|
(33.1
|
)
|
|
86.0
|
|
|
350.3
|
|
|
99.8
|
|
||||
Lionsgate Forward
|
(1.8
|
)
|
|
8.8
|
|
|
6.5
|
|
|
9.6
|
|
||||
Other
|
22.1
|
|
|
0.2
|
|
|
20.8
|
|
|
0.4
|
|
||||
Total equity-related derivative instruments (b)
|
(12.8
|
)
|
|
95.0
|
|
|
377.6
|
|
|
109.8
|
|
||||
Foreign currency forward and option contracts
|
1.7
|
|
|
(11.6
|
)
|
|
7.4
|
|
|
(22.2
|
)
|
||||
Other
|
0.8
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
0.7
|
|
||||
Total
|
$
|
(319.7
|
)
|
|
$
|
152.9
|
|
|
$
|
917.6
|
|
|
$
|
70.1
|
|
(a)
|
The results for the 2020 periods are primarily attributable to the net effect of (i) a net loss for the three-month period and a net gain for the six-month period associated with changes in the relative value of certain currencies and (ii) a net loss for the three-month period and a net gain for the six-month period associated with changes in certain market interest rates. In addition, the results for the 2020 periods include net gains of $5.4 million and $71.7 million, respectively, resulting from changes in our credit risk valuation adjustments. The results for the 2019 periods are primarily attributable to the net effect of (a) for the six-month period, a net loss associated with changes in certain market interest rates and (b) net gains associated with changes in the relative value of certain currencies. In addition, the results for the 2019 periods include net losses of $12.6 million and $70.7 million, respectively, resulting from changes in our credit risk valuation adjustments.
|
(b)
|
The recurring fair value measurements of our equity-related derivative instruments are based on Black-Scholes pricing models.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.S. dollar-denominated debt issued by British pound sterling functional currency entities
|
$
|
(53.7
|
)
|
|
$
|
(126.2
|
)
|
|
$
|
(349.4
|
)
|
|
$
|
(15.6
|
)
|
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)
|
(498.1
|
)
|
|
4.5
|
|
|
163.1
|
|
|
173.8
|
|
||||
British pound sterling-denominated debt issued by a U.S. dollar functional currency entity
|
1.9
|
|
|
32.1
|
|
|
88.9
|
|
|
5.6
|
|
||||
Euro-denominated debt issued by British pound sterling functional currency entities
|
8.3
|
|
|
18.3
|
|
|
30.5
|
|
|
(2.4
|
)
|
||||
U.S. dollar-denominated debt issued by euro functional currency entities
|
98.1
|
|
|
59.1
|
|
|
28.9
|
|
|
(36.8
|
)
|
||||
Cash and restricted cash denominated in a currency other than the entity’s functional currency
|
(20.0
|
)
|
|
(12.8
|
)
|
|
(19.0
|
)
|
|
(8.1
|
)
|
||||
Other
|
(14.5
|
)
|
|
(2.0
|
)
|
|
(29.3
|
)
|
|
(4.9
|
)
|
||||
Total
|
$
|
(478.0
|
)
|
|
$
|
(27.0
|
)
|
|
$
|
(86.3
|
)
|
|
$
|
111.6
|
|
(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.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
ITV
|
$
|
42.2
|
|
|
$
|
(111.8
|
)
|
|
$
|
(429.7
|
)
|
|
$
|
(87.8
|
)
|
Lionsgate
|
8.5
|
|
|
(17.2
|
)
|
|
(20.9
|
)
|
|
(17.8
|
)
|
||||
SMAs
|
16.6
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
||||
ITI Neovision
|
6.1
|
|
|
5.3
|
|
|
(1.9
|
)
|
|
0.5
|
|
||||
Other, net
|
68.2
|
|
|
(4.6
|
)
|
|
60.2
|
|
|
(19.1
|
)
|
||||
Total investments
|
141.6
|
|
|
(128.3
|
)
|
|
(386.4
|
)
|
|
(124.2
|
)
|
||||
Debt
|
10.7
|
|
|
(10.4
|
)
|
|
8.9
|
|
|
(22.7
|
)
|
||||
Total
|
$
|
152.3
|
|
|
$
|
(138.7
|
)
|
|
$
|
(377.5
|
)
|
|
$
|
(146.9
|
)
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
All3Media
|
$
|
(14.9
|
)
|
|
$
|
(19.0
|
)
|
|
$
|
(39.8
|
)
|
|
$
|
(22.7
|
)
|
VodafoneZiggo JV (a)
|
(89.2
|
)
|
|
(40.0
|
)
|
|
(28.1
|
)
|
|
(102.3
|
)
|
||||
Formula E
|
1.9
|
|
|
(9.5
|
)
|
|
0.7
|
|
|
(9.9
|
)
|
||||
Other
|
(3.2
|
)
|
|
(0.8
|
)
|
|
(4.8
|
)
|
|
(5.3
|
)
|
||||
Total
|
$
|
(105.4
|
)
|
|
$
|
(69.3
|
)
|
|
$
|
(72.0
|
)
|
|
$
|
(140.2
|
)
|
(a)
|
Amounts include the net effect of (i) interest income of $10.8 million, $12.6 million, $21.6 million and $25.2 million, respectively, representing 100% of the interest earned on the VodafoneZiggo JV Receivable and (ii) our 50% share of the results of operations of the VodafoneZiggo JV. The summarized results of operations of the VodafoneZiggo JV are set forth below:
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
in millions
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,081.6
|
|
|
$
|
1,084.5
|
|
|
$
|
2,178.7
|
|
|
$
|
2,178.4
|
|
Adjusted EBITDA
|
$
|
531.5
|
|
|
$
|
487.6
|
|
|
$
|
1,034.3
|
|
|
$
|
981.4
|
|
Operating income
|
$
|
69.8
|
|
|
$
|
36.8
|
|
|
$
|
151.2
|
|
|
$
|
88.6
|
|
Non-operating expense (1)
|
$
|
(221.6
|
)
|
|
$
|
(171.3
|
)
|
|
$
|
(178.1
|
)
|
|
$
|
(411.9
|
)
|
Net loss
|
$
|
(185.4
|
)
|
|
$
|
(104.0
|
)
|
|
$
|
(85.7
|
)
|
|
$
|
(254.3
|
)
|
(1)
|
Includes interest expense of $143.3 million, $164.4 million, $295.0 million and $328.9 million, respectively.
|
Cash and cash equivalents held by:
|
|
||
Liberty Global and unrestricted subsidiaries:
|
|
||
Liberty Global (a)
|
$
|
31.9
|
|
Unrestricted subsidiaries (b)
|
4,189.7
|
|
|
Total Liberty Global and unrestricted subsidiaries
|
4,221.6
|
|
|
Borrowing groups (c):
|
|
||
Telenet
|
80.4
|
|
|
Virgin Media (d)
|
31.8
|
|
|
UPC Holding
|
26.8
|
|
|
Total borrowing groups
|
139.0
|
|
|
Total cash and cash equivalents
|
$
|
4,360.6
|
|
(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)
|
Represents the cash and cash equivalents of the Virgin Media borrowing group, which includes (i) certain subsidiaries of Virgin Media, but excludes the parent entity, Virgin Media Inc., and (ii) the cash and cash equivalents of the U.K. JV Entities, as such cash and cash equivalents will be retained by Liberty Global upon the formation of the U.K. JV and are therefore not classified as held for sale. For information regarding the held-for-sale presentation of the U.K. JV Entities, see note 4.
|
|
Six months ended
|
|
|
||||||||
|
June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
|
in millions
|
||||||||||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
1,591.9
|
|
|
$
|
1,628.5
|
|
|
$
|
(36.6
|
)
|
Net cash used by investing activities
|
(3,634.4
|
)
|
|
(682.7
|
)
|
|
(2,951.7
|
)
|
|||
Net cash used by financing activities
|
(1,721.3
|
)
|
|
(1,595.4
|
)
|
|
(125.9
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(10.4
|
)
|
|
(5.0
|
)
|
|
(5.4
|
)
|
|||
Net decrease in cash and cash equivalents and restricted cash
|
$
|
(3,774.2
|
)
|
|
$
|
(654.6
|
)
|
|
$
|
(3,119.6
|
)
|
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Property and equipment additions
|
$
|
1,242.4
|
|
|
$
|
1,381.3
|
|
Assets acquired under capital-related vendor financing arrangements
|
(702.9
|
)
|
|
(926.3
|
)
|
||
Assets acquired under finance leases
|
(17.2
|
)
|
|
(32.6
|
)
|
||
Changes in current liabilities related to capital expenditures
|
127.3
|
|
|
210.5
|
|
||
Capital expenditures, net
|
$
|
649.6
|
|
|
$
|
632.9
|
|
|
|
|
|
||||
Capital expenditures, net:
|
|
|
|
||||
Third-party payments
|
$
|
650.9
|
|
|
$
|
691.2
|
|
Proceeds received for transfers to related parties (a)
|
(1.3
|
)
|
|
(58.3
|
)
|
||
Total capital expenditures, net
|
$
|
649.6
|
|
|
$
|
632.9
|
|
(a)
|
Primarily relates to transfers of centrally-procured property and equipment to the VodafoneZiggo JV and our discontinued operations, as applicable.
|
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
|
in millions
|
||||||
|
|
|
|
||||
Net cash provided by operating activities of our continuing operations (a)
|
$
|
1,591.9
|
|
|
$
|
1,628.5
|
|
Cash payments for direct acquisition and disposition costs
|
10.4
|
|
|
18.0
|
|
||
Expenses financed by an intermediary (b)
|
1,274.5
|
|
|
1,086.1
|
|
||
Capital expenditures, net
|
(649.6
|
)
|
|
(632.9
|
)
|
||
Principal payments on amounts financed by vendors and intermediaries
|
(2,054.0
|
)
|
|
(2,140.4
|
)
|
||
Principal payments on certain finance leases
|
(34.5
|
)
|
|
(31.8
|
)
|
||
Adjusted free cash flow
|
$
|
138.7
|
|
|
$
|
(72.5
|
)
|
(a)
|
The 2019 amount includes interest payments related to debt that was repaid in connection with the completion of the disposition of the Vodafone Disposal Group. These interest payments were not allocated to discontinued operations.
|
(b)
|
For purposes of our condensed 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 condensed 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:
|
|
Total
|
||||||||||||||||||||||||||||
|
Remainder
of 2020 |
|
|
|
|
|
|||||||||||||||||||||||||
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Thereafter
|
|
||||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt (excluding interest)
|
$
|
902.1
|
|
|
$
|
1,412.1
|
|
|
$
|
392.9
|
|
|
$
|
164.5
|
|
|
$
|
26.8
|
|
|
$
|
12.9
|
|
|
$
|
8,866.2
|
|
|
$
|
11,777.5
|
|
Finance leases (excluding interest)
|
33.8
|
|
|
65.2
|
|
|
66.5
|
|
|
72.7
|
|
|
38.7
|
|
|
36.5
|
|
|
201.0
|
|
|
514.4
|
|
||||||||
Operating leases
|
41.6
|
|
|
67.6
|
|
|
55.9
|
|
|
47.9
|
|
|
40.3
|
|
|
34.0
|
|
|
117.4
|
|
|
404.7
|
|
||||||||
Network and connectivity commitments
|
78.9
|
|
|
86.2
|
|
|
64.9
|
|
|
41.5
|
|
|
35.8
|
|
|
34.4
|
|
|
681.2
|
|
|
1,022.9
|
|
||||||||
Programming commitments
|
152.1
|
|
|
171.2
|
|
|
84.1
|
|
|
22.0
|
|
|
14.2
|
|
|
13.9
|
|
|
16.1
|
|
|
473.6
|
|
||||||||
Purchase commitments
|
250.6
|
|
|
170.1
|
|
|
43.5
|
|
|
30.7
|
|
|
17.3
|
|
|
14.5
|
|
|
10.7
|
|
|
537.4
|
|
||||||||
Other commitments
|
4.1
|
|
|
3.1
|
|
|
3.0
|
|
|
1.9
|
|
|
1.5
|
|
|
0.4
|
|
|
1.2
|
|
|
15.2
|
|
||||||||
Total (a)
|
$
|
1,463.2
|
|
|
$
|
1,975.5
|
|
|
$
|
710.8
|
|
|
$
|
381.2
|
|
|
$
|
174.6
|
|
|
$
|
146.6
|
|
|
$
|
9,893.8
|
|
|
$
|
14,745.7
|
|
Projected cash interest payments on debt and finance lease obligations (b)
|
$
|
192.4
|
|
|
$
|
348.1
|
|
|
$
|
368.7
|
|
|
$
|
363.3
|
|
|
$
|
354.1
|
|
|
$
|
351.6
|
|
|
$
|
998.4
|
|
|
$
|
2,976.6
|
|
(a)
|
The commitments included in this table do not reflect any liabilities that are included in our June 30, 2020 condensed consolidated balance sheet other than debt and finance and operating lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ($356.9 million at June 30, 2020) 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 June 30, 2020. 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.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Three months ended
|
|
Six months ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Average rates:
|
|
|
|
|
|
|
|
||||
Euro
|
0.9086
|
|
|
0.8898
|
|
|
0.9080
|
|
|
0.8853
|
|
British pound sterling
|
0.8057
|
|
|
0.7783
|
|
|
0.7938
|
|
|
0.7731
|
|
Swiss franc
|
0.9639
|
|
|
1.0023
|
|
|
0.9661
|
|
|
0.9998
|
|
Polish zloty
|
4.0944
|
|
|
3.8092
|
|
|
4.0082
|
|
|
3.7992
|
|
(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 €300 million ($337 million); and
|
(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 €97 million ($109 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 €367 million ($412 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 €104 million ($117 million).
|
|
Payments (receipts) due during:
|
|
Total
|
||||||||||||||||||||||||||||
|
Remainder
of 2020 |
|
|
|
|||||||||||||||||||||||||||
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Thereafter
|
|
|||||||||||||||||||
|
in millions
|
||||||||||||||||||||||||||||||
Projected derivative cash payments (receipts), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest-related (a)
|
$
|
1.0
|
|
|
$
|
49.3
|
|
|
$
|
23.9
|
|
|
$
|
12.3
|
|
|
$
|
(12.9
|
)
|
|
$
|
(24.7
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
15.8
|
|
Principal-related (b)
|
—
|
|
|
(11.4
|
)
|
|
66.2
|
|
|
—
|
|
|
(24.1
|
)
|
|
(6.7
|
)
|
|
0.9
|
|
|
24.9
|
|
||||||||
Other (c)
|
(135.6
|
)
|
|
(637.9
|
)
|
|
(241.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,015.0
|
)
|
||||||||
Total
|
$
|
(134.6
|
)
|
|
$
|
(600.0
|
)
|
|
$
|
(151.2
|
)
|
|
$
|
12.1
|
|
|
$
|
(37.0
|
)
|
|
$
|
(31.4
|
)
|
|
$
|
(32.2
|
)
|
|
$
|
(974.3
|
)
|
(a)
|
Includes (i) the cash flows of our interest rate cap, floor, swaption 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 4.
|
CONTROLS AND PROCEDURES
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
(c)
|
Issuer Purchases of Equity Securities
|
Period
|
|
Total number of shares purchased
|
|
Average price
paid per share (a) |
|
Total number of
shares purchased as part of publicly announced plans or programs |
|
Approximate
dollar value of shares that may yet be purchased under the plans or programs |
||||
|
|
|
|
|
|
|
|
|
||||
April 1, 2020 through April 30, 2020:
|
|
|
|
|
|
|
|
|||||
Class C
|
15,198,100
|
|
|
$
|
16.95
|
|
|
15,198,100
|
|
|
(b)
|
|
May 1, 2020 through May 31, 2020:
|
|
|
|
|
|
|
|
|||||
Class C
|
6,373,500
|
|
|
$
|
21.07
|
|
|
6,373,500
|
|
|
(b)
|
|
June 1, 2020 through June 30, 2020:
|
|
|
|
|
|
|
|
|||||
Class C
|
3,798,900
|
|
|
$
|
21.94
|
|
|
3,798,900
|
|
|
(b)
|
|
Total — April 1, 2020 through June 30, 2020:
|
|
|
|
|
|
|
|
|||||
Class C
|
25,370,500
|
|
|
$
|
18.73
|
|
|
25,370,500
|
|
|
(b)
|
(a)
|
Average price paid per share includes direct acquisition costs.
|
(b)
|
In February 2020, our board of directors authorized an additional $1.0 billion for share repurchases. At June 30, 2020, the remaining amount authorized for share repurchases was $370.0 million under our most recent share repurchase program.
|
Item 6.
|
EXHIBITS
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
***
|
Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K but will be provided to the U.S. Securities and Exchange Commission or its staff upon request
|
|
|
|
LIBERTY GLOBAL PLC
|
|
|
|
|
Dated:
|
August 3, 2020
|
|
/s/ MICHAEL T. FRIES
|
|
|
|
Michael T. Fries
President and Chief Executive Officer
|
|
|
|
|
Dated:
|
August 3, 2020
|
|
/s/ CHARLES H.R. BRACKEN
|
|
|
|
Charles H.R. Bracken
Executive Vice President and Chief
Financial Officer
|
1.
|
I, individually and on behalf of my successors, heirs and assigns, release, waive and discharge Employer, and any of its parents, subsidiaries, or otherwise affiliated corporations, partnerships or business enterprises, and their respective present and former directors, officers, shareholders, employees, and assigns (hereinafter, “Released Parties”), from any and all causes of action, claims, charges, demands, losses, damages, costs, attorneys’ fees and liabilities of any kind that I may have or claim to have relating to my employment relationship with the Employer, including my service as a director of the Company, or the termination thereof, relating to or arising out of any act of commission or omission from the beginning of time through the date of my execution of this Agreement; provided, however, nothing contained herein shall release any claim I may have: (i) for indemnification under Employer’s constituent documents or any other agreement that I have with any of the Released Parties; (ii) for unemployment compensation benefits; (iii) to enforce the obligations of Employer set forth in the Employment Agreement; (iv) to vested amounts held in my name in accordance with the conditions and terms of any plan, program or arrangement sponsored or maintained by any of the Released Parties, including, without limitation the Plan and any nonqualified deferred compensation plan; (v) to outstanding equity awards granted to me (collectively, the “Grants”), which shall be subject to the terms and conditions of the applicable incentive plan and the agreement evidencing the respective Grant, as modified by the Employment Agreement; (vi) to benefits under any employee benefit plan maintained or sponsored by any of the Released Parties, including health care continuation under COBRA; or (vii) to rights as a shareholder of the Company.
|
2.
|
This release includes, but is not limited to, the following claims, and shall apply to claims made in the United States, the United Kingdom, and/or any country or territory where such a claim can be made:
|
a.
|
Claims under federal, state, local or foreign laws prohibiting age, sex, race, national origin, disability, religion, sexual orientation, marital status, retaliation, or any other form of discrimination, or mistreatment, such as, but not limited to, the Age Discrimination in Employment Act, (29 U.S.C. §621 et seq), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. §1981, §1985, §1986, the Americans with Disabilities Act, and the National Labor Relations Act, as amended, 29 U.S.C. §151, et seq;
|
b.
|
Intentional or negligent infliction of emotional distress, defamation, invasion of privacy, and other tort claims;
|
c.
|
Breach of express or implied contract claims;
|
d.
|
Promissory estoppel claims;
|
e.
|
Retaliatory discharge claims;
|
f.
|
Wrongful discharge claims;
|
g.
|
Breach of any express or implied covenant of good faith and fair dealing;
|
h.
|
Constructive discharge;
|
i.
|
Claims arising out of or related to any applicable federal, state or foreign constitutions;
|
j.
|
Claims for compensation, including without limitation, any wages, bonus payments, on call pay, overtime pay, commissions, and any other claim pertaining to local, state, federal or foreign wage and hour or other compensation laws, such as, but not limited to, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2101, et seq, and the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.;
|
k.
|
Fraud, misrepresentation, and/or fraudulent inducement;
|
l.
|
Claims made under or pursuant to any severance plan or program maintained by any of the Released Parties;
|
m.
|
Claims of breach of any data privacy or similar laws in connection with the handling or investigation of any whistleblower complaints or any other investigation by Employer or its representatives; and
|
n.
|
Other legal and equitable claims regarding my employment or the termination of my employment, other than as set forth herein.
|
3.
|
I hereby warrant and represent that I have not filed or caused to be filed any charge or claim against any Released Party with any administrative agency, court of law or other tribunal. I agree that I am not entitled to any remedy or relief if I were to pursue any such claim, complaint or charge.
|
4.
|
I hereby acknowledge that I am age forty (40) or older.
|
5.
|
BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT EMPLOYER HAS ADVISED ME TO DISCUSS THIS WAIVER AND RELEASE AGREEMENT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. I acknowledge and agree that the Released Parties are not responsible for any of my costs, expenses, and attorney’s fees, if any, incurred in connection with any claim or the review and signing of this Agreement.
|
6.
|
I acknowledge and state that I have been given a period of at least twenty‑one (21) days in which to consider the terms of this Agreement.
|
7.
|
I understand that I have the right to revoke this Agreement at any time within seven (7) days after signing it, by providing written notice to the Company, Attn. General Counsel at 1550 Wewatta Street, Denver, CO 80202, and this Agreement is not effective or enforceable until the seven (7) day revocation period has expired. In the event I revoke this Agreement, the Company shall have no obligation to provide me the Benefits. I understand that failure to revoke my acceptance of this Agreement will result in this Agreement being permanent and irrevocable.
|
8.
|
I agree that this Agreement is a compromise of claims and charges and/or potential claims and charges which are or may be in dispute, and that this Agreement does not constitute an admission of liability or an admission against interest of any Released Party.
|
9.
|
Nothing herein prohibits or prevents me from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower action or other proceeding before any federal, state or local government agency, nor does anything herein preclude, prohibit or otherwise limit, in any way, my rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such agencies. Pursuant to the Defend Trade Secrets Act of 2016, I understand that I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any confidential information of the Company that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
|
10.
|
This Agreement is made and is effective as of the date first written below.
|
11.
|
This Agreement becomes null and void and has no further force or effect if Employer does not receive the executed Agreement by 5:00 p.m., Mountain Time, __________, 20___.
|
|
Dated 19th May 2005
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UGC EUROPE SERVICES LTD
and
ANDREA SALVATO
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EXECUTIVE SERVICE AGREEMENT
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||
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(1)
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UGC Europe Services Ltd, a limited liability company duly organised and existing under the laws of England and Wales, whose registered office is at Michelin House, 81 Fulham Road, London, SW3 6RD. United Kingdom (the “Company”); and
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(2)
|
Andrea Salvato, of (the “Executive”).
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1
|
DEFINITIONS
|
1.1
|
“Group Company” means any holding company from time to time of the Company or any subsidiary from time to time of the Company or of any such holding company (other than the Company) (for which purpose “subsidiary” and “holding company” shall have the meanings given to them in Section 736 of the Companies Act 1985).
|
1.2
|
“Group” means the Company and the Group Companies.
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1.3
|
"Supervisor" means the line manager notified to the Executive by the Company, or such other Supervisor as designated by the Company.
|
2
|
APPOINTMENT AND NOTICE PERIOD
|
2.1
|
The Company shall engage the Executive and the Executive shall serve the Company as hereinafter provided (the “Appointment”). The Appointment shall commence on 4th July 2005 and shall, subject to clause 12, continue unless and until terminated by either party giving to the other not less than six months notice in writing.
|
2.2
|
The Executive’s period of continuous employment with the Company began 4th July 2005.
|
3
|
DUTIES
|
3.1
|
The Executive shall perform the duties of Managing Director, Mergers and Acquisitions – Europe, reporting directly to the Supervisor, on and subject to the terms and conditions specified in this agreement. During the Appointment the Executive shall devote the whole of his professional time and attention to the duties assigned to him and shall well and faithfully serve the Company and use his best endeavours to promote the interests of the Company.
|
3.2
|
The Executive will be required to work from 9.00 am to 6.00 pm Monday to Friday inclusive. The Executive shall also work, without additional remuneration, such additional hours as may be necessary for the proper performance of the Executive’s duties.
|
3.3
|
The Executive’s normal place of work shall London.
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3.4
|
The Executive may be required in pursuance of his duties hereunder:‑
|
(a)
|
to perform services not only for the Company but also for any Group Company (including acting as a director of such companies as his Supervisor shall direct);
|
(b)
|
to travel to such places whether in or outside the United Kingdom by such means and on such occasions as the Company may require and in particular to the Netherlands.
|
3.5
|
Notwithstanding the foregoing or any other provision of this agreement the Company shall not be under any obligation to vest in or assign to the Executive any powers or duties and may at any time require the Executive to perform:‑
|
(a)
|
all his normal duties;
|
(b)
|
a part only of his normal duties and no other duties;
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(c)
|
such duties as it may reasonably require and no others;
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(d)
|
no duties whatever;
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4
|
HOLIDAY ENTITLEMENT
|
5
|
REMUNERATION
|
5.1
|
During the Appointment, as remuneration for his services hereunder, the Executive shall be paid a fixed salary at the rate of £225,000 gross per annum payable in equal monthly instalments in arrears on or before the last working day of each calendar month.
|
5.2
|
The salary shall be reviewed along with the Executive’s performance in January of each year. The first review will be in January 2006.
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5.3
|
The Executive’s salary and/or any other sums due to him under this agreement shall be subject to such deductions as may be required by law to be made (including, without limitation, tax and national insurance deductions).
|
5.4
|
The Executive shall receive an initial enhanced grant of 250,000 UGC Stock Appreciation Rights (“SARs”) at the closing price on the Executive’s date of joining the Company, or
|
6
|
EXPENSES/COMPANY EQUIPMENT
|
6.1
|
The Executive shall be entitled to recover all reasonable travelling, hotel and other expenses incurred in connection with the performance of the duties hereunder, which expenses shall be evidenced in such manner as the Company may specify from time to time and are subject to compliance with the Company’s business expense policy. The Executive agrees to repay to the Company any expenses he owes the Company.
|
6.2
|
The Executive may be provided equipment to utilise during his employment with the Company and agrees to return such equipment to the Company as and when demanded. The Executive agrees to repay to the Company any charges for damage done to any equipment (excluding normal wear and tear). In the event any equipment is not returned it will be given a fair market value, which the Executive agrees to repay to the Company on demand. These repayment obligations are without prejudice to any other legal remedies that the Company may have.
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6.3
|
The Company reserves the right to make deductions from the Executive’s salary and/or any other sums due to him under this agreement in respect of any sums due to be repaid by him under clauses 6.1 and 6.2.
|
7
|
PENSIONS
|
7.1
|
Subject to 7.2 the Executive will be eligible to participate in the UGC Europe Services Limited Group Personal Pension Plan, as exists from time to time, in the calendar month following three months continuous employment with the Company.
|
7.2
|
Contributions by the Company will be in compliance with the Company's policy on pensions contributions as amended from time to time.
|
8
|
BENEFITS
|
8.1
|
The Executive and his family are entitled to become members of the Company’s Private Medical Insurance scheme and Dental Insurance Scheme subject to the rules of the schemes as amended from time to time. For the Medical Insurance Scheme, all monthly premiums will be borne by the Company. With regards to the Dental Insurance Scheme, only the monthly premiums for the Executive will be borne by the Company. Full details of the schemes are available from Human Resources.
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8.2
|
The Executive may participate in the Company’s Permanent Health Insurance scheme subject to the rules of the scheme as amended from time to time. Full details of the scheme are available from Human Resources.
|
8.3
|
The Company will provide the Executive with group life assurance cover, subject to the rules of the scheme as amended from time to time. Full details of the scheme are available from Human Resources.
|
8.4
|
To assist in the performance of the duties hereunder the Company shall during the Appointment provide the Executive with a car allowance of £1,208 gross per month.
|
9
|
CONFIDENTIAL INFORMATION/TRADE SECRETS/NON-COMPETITION
|
10
|
INVENTIONS AND CREATIVE WORKS
|
10.1
|
The Executive acknowledges that because of the nature of his duties and the particular responsibilities arising as a result of such duties which he owes to the Company and the Group Companies he has a special obligation to further the interests of the Company and the Group Companies. In particular the duties of the Executive may include reviewing the products and services of the Company and Group Companies with a view to improving them by new and/or original ideas and inventions and implementing such improvements.
|
10.2
|
The Executive shall promptly disclose to the Company any idea, invention or work which is relevant to or capable of use in the business of the Company or any of the Group Companies made by the Executive in the course of his employment whether or not in the course of his duties. The Executive acknowledges that the intellectual property rights subsisting or which may in the future subsist in any such ideas, inventions or works created by him in the course of his employment will, on creation, vest in and be the exclusive property of the Company and where the same does not automatically vest as aforesaid, the Executive shall assign the same to the Company (upon the request and at the cost of the Company). The Executive hereby irrevocably waives any rights which he may have in any such ideas, inventions or works which are or have been conferred upon him by chapter IV of part I of the Copyright, Designs and Patents Act 1988 headed “Moral Rights”.
|
10.3
|
The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this clause 10 and acknowledges in favour of any third party that a certificate in writing signed by any Director or Secretary of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.
|
11
|
CODE OF BUSINESS CONDUCT
|
12
|
TERMINATION BY EVENTS OF DEFAULT
|
12.1
|
The Appointment shall be subject to summary termination at any time by the Company by notice in writing if the Executive shall:-
|
(a)
|
have committed any serious breach or (after warning in writing) any repeated or continued material breach of the obligations hereunder; or
|
(b)
|
shall have been guilty of any act of dishonesty or serious misconduct or any conduct which in the reasonable opinion of the Board of Directors of the Company tends to bring the Executive, the Company or any of the Group Companies into
|
(c)
|
shall be declared bankrupt or shall compound with his creditors;
|
(d)
|
be convicted of any criminal offence (excluding an offence under the road traffic legislation in the United Kingdom or elsewhere for which the Executive is not sentenced to any term of imprisonment, whether suspended or not );
|
(e)
|
be incapacitated during the Appointment by ill-health or accident from performing his duties hereunder for an aggregate of 130 working days or more in any period of 12 months provided that this clause 12.1(f) shall not apply if using it would deprive the Executive of any permanent health insurance benefits under Clause 8.2.
|
12.2
|
Any delay by the Company in exercising such right to termination shall not constitute a waiver thereof.
|
13
|
INCAPACITY
|
13.1
|
If the Executive shall be incapacitated during the Appointment by ill‑health or accident from performing his duties hereunder for an aggregate of 130 working days or more in any period of 12 months the Company may by written notice to the Executive forthwith (or as from a future date specified in the notice) discontinue payment in whole or part of the remuneration and benefits under this Agreement until such incapacity shall cease or (whether or not his remuneration and benefits shall have been discontinued as aforesaid) terminate pursuant to Clause 12.1(e) the Appointment provided that the Company shall, except where the Appointment has been terminated, take all reasonable steps to ensure that the Executive receives benefits pursuant to clauses 8.1, 8.2 and 8.3. Subject as aforesaid the said remuneration and benefits shall continue to be payable to the Executive notwithstanding such incapacity, but the Company shall be entitled to set off or deduct therefrom the amount of any sickness or other benefit to which the Executive is entitled under Social Security legislation for the time being in force. If requested by the Company, doctor’s certificates must be obtained for any period of incapacity due to sickness or injury of more than 7 days (including weekends). This clause 13.1 is without prejudice to the Company's rights to terminate the Appointment pursuant to Clause 2.1 and clause 12.1.
|
13.2
|
It is a condition of the Executive’s employment that the Executive consents to an examination by a doctor nominated by the Company should the Company so require.
|
13.3
|
If the Executive’s absence shall be occasioned by the actionable negligence of a third party in respect of which damages are recoverable, then all sums paid by the Company to the Executive under this clause 13 shall constitute loans to the Executive, who shall:
|
(a)
|
immediately notify the Company of all the relevant circumstances and of any claim, compromise, settlement or judgment made or awarded in connection therewith;
|
(b)
|
if the Company so requires, refund to the Company such sum as the Company may determine, not exceeding the lesser of:
|
(i)
|
the amount of damages recovered by the Executive under any compromise settlement or judgment; and
|
(ii)
|
the sums advanced to the Executive by the Company in respect of the period of incapacity.
|
14
|
OBLIGATIONS UPON TERMINATION
|
14.1
|
at any time or from time to time thereafter upon the request of the Company, resign without claim for compensation from:-
|
(a)
|
all offices held in the Company or any of the Group Companies; and
|
(b)
|
membership of any organisation and any office in any other company acquired by reason of or in connection with the Appointment;
|
14.2
|
deliver to the Company all documents (including, but not limited to, correspondence, lists of clients or customers, notes, memoranda, plans, drawings and other documents of whatsoever nature and all copies thereof) made or compiled or acquired by the Executive during the Appointment and concerning the business, finances or affairs of the Company or any of the Group Companies or customers together with all other property of or relating to the business of the Company or any of the Group Companies which may be in the Executive’s possession or under the Executive’s power or control.
|
15
|
RECONSTRUCTION AND AMALGAMATION
|
16
|
NOTICES
|
17
|
PREVIOUS CONTRACTS
|
17.1
|
This agreement is in substitution for any previous contract of service between the Company or any of the Group Companies and the Executive which shall be deemed to have been terminated by mutual consent as from the commencement of the Appointment.
|
17.2
|
The Executive hereby warrants and represents to the Company that he will not, in entering into this agreement or carrying out his duties hereunder, be in breach of any terms of employment whether express or implied or any other obligation binding upon him.
|
18
|
PROPER LAW
|
19
|
CONSTRUCTION
|
19.1
|
The headings in this agreement are inserted for convenience only and shall not affect its construction.
|
19.2
|
Any reference to a statutory provision shall be construed as a reference to any statutory modification or re‑enactment thereof (whether before or after the date hereof) for the time being in force.
|
20
|
STATUTORY INFORMATION, POLICIES AND SCHEDULES
|
20.1
|
This agreement constitutes a written statement as at the date hereof of the terms of employment of the Executive in compliance with the provisions of the Employment Rights Act 1996.
|
20.2
|
There are no collective agreements applicable to the Executive.
|
20.3
|
The Executive will observe such rules, regulations and policies relating to the grievance and disciplinary procedure as the Company may from time to time notify to the Executive.
|
20.4
|
If the Executive is dissatisfied with any disciplinary decision relating to him he should apply orally or in writing to his Supervisor. Any application for the purpose of seeking redress of any grievance relating to the Executive’s employment should be made either orally or in writing to his Supervisor.
|
20.5
|
The Executive shall comply with all of the Company’s rules, regulations and policies in force from time to time.
|
20.6
|
This agreement together with Schedules 1 and 2 constitute the entire agreement between the Executive and the Company.
|
21
|
DATA PROTECTION
|
Signed as a deed by the said
ANDREA SALVATO
in the presence of:-
|
)))
|
…………………..………………
|
Signed by AUTHORIZED SIGNATORY
Duly authorised for and on behalf of
UGC EUROPE SERVICES LIMITED
in the presence of:-
|
))))
|
.....................................
|
A.
|
During the Appointment and after the termination of the Appointment the Executive will hold in a fiduciary capacity for the benefit of the Company, and shall not directly or indirectly use or disclose any Trade Secret, as defined below, that the Executive may acquire during the Appointment for so long as such information remains a trade secret. The term “Trade Secret” as used in this agreement shall mean information including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential customers or suppliers which:
|
(1)
|
derives economic value, actual or potential from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and
|
(2)
|
is the subject of reasonable efforts by the Company or its Group to maintain its confidentiality.
|
B.
|
In addition to A above and not in limitation thereof, the Executive agrees that, during the Appointment and for a period of 2 years after termination, the Executive will hold in a fiduciary capacity for the benefit of the Company and the Group, and shall not directly or indirectly use or disclose, any Confidential or Proprietary information, as defined below, that the Executive may have acquired (whether or not developed or compiled by the Executive and whether or not the Executive was authorised to have access to such information) during the term of, in the course of or as a result of the Appointment. The term “Confidential or Proprietary Information” as used in this agreement means any secret, confidential, or proprietary information of the Company not otherwise included in the definition of “Trade Secret” above and does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right of the client to which such information pertains.
|
1.1
|
“Restricted Business” means those of the businesses of the Company and any Group Company at the time of the termination of the Appointment with which the Executive was involved to a material extent during the period of 12 months ending on the date of the termination of the Appointment;
|
1.2
|
“Restricted Customer” means any firm, company or other person who, during the period of 12 months ending on the date of the termination of the Appointment, was a customer of or in the habit of dealing with the Company or any Group Company and with whom the Executive had contact or about whom the Executive became aware or informed in the course of the Appointment; and
|
1.3
|
“Restricted Employee” means any person who, at the date of the termination of the Appointment, either:-
|
(a)
|
was employed by the Company or any Group Company at a level at least equal to the Executive and was a person with whom the Executive had material contact; or
|
(b)
|
was employed by the Company or any Group Company and reported to the Executive directly or indirectly at any time during the 12 months prior to the termination of the Appointment.
|
2.
|
The Executive will not, for a period of 6 months after the termination of the Appointment, solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business.
|
3.
|
The Executive will not, for a period of 6 months after the termination of the Appointment, provide goods or services to or otherwise have any business dealings with any Restricted Customer in the course of any business concern which is in competition with any Restricted Business.
|
4.
|
The Executive will not, for a period of 6 months after the termination of the Appointment, in the course of any business concern which is in competition with any Restricted Business solicit or endeavour to entice away from the Company or any Group Company any Restricted Employee or employ or otherwise engage the services of, whether as employee, consultant, or otherwise, any Restricted Employee.
|
5.
|
Any period of restriction under clauses 2, 3 and 4 of this Section C shall be reduced by any period during which the Executive is prevented from carrying out his normal duties during his notice period pursuant to clauses 3.5(b), (c) or (d) of the Service Agreement.
|
6.
|
The obligations imposed on the Executive by this Section C extend to the Executive acting not only on the Executive’s own account but also on behalf of any other firm, company or other person and shall apply whether the Executive acts directly or indirectly.
|
D.
|
The covenants contained in this Schedule shall inure to the benefit of the Company, and successor of it and every Group Company.
|
•
|
trade secrets, research and development information, product and marketing plans;
|
•
|
personnel data, financial data, product and service specifications, prototypes, software, models, business planning models, customer lists;
|
•
|
information relating to current and future business plans, strategies and methods, divestitures, mergers, acquisitions and marketing and sales plans and data;
|
•
|
technical and engineering information; and
|
•
|
other information relating to the Company, its subsidiaries or its customers.
|
•
|
Ownership, directly or indirectly (including through family members), of more than a modest financial interest in any outside entity that does or seeks to do business with the Company or a competitor of the Company.
|
•
|
Serving as a director, officer, partner, consultant, or in a managerial or technical capacity with an outside entity that does or is seeking to do business with the Company or a competitor of the Company.
|
•
|
Acting as a broker, finder, go-between or otherwise for the benefit of a third party in transactions involving or potentially involving the Company or its interests.
|
•
|
Buying or selling assets to/from the Company.
|
•
|
Using Company-owned assets for other than Company-related business.
|
•
|
Business relationships between the Company and any person who is a relative or personal friend or an entity controlled by any such person.
|
•
|
Compete or prepare to compete with the Company while still employed by the Company.
|
•
|
Falsification of financial records such as valuation of transactions, amount of income/loss, or failure to disclose financial information;
|
•
|
Acceptance of bribes or kickbacks, see the Section “Gifts, Entertainment and Bribes”;
|
•
|
Diversion of potentially profitable transactions outside the Company;
|
•
|
Claims submitted for services or goods not actually provided to the Company or a third party;
|
•
|
Embezzlement; and
|
•
|
Intentional concealment or misrepresentation of events or information, including expense reimbursement.
|
•
|
Refraining from behaviour or conduct which is contrary to the Company’s best interests;
|
•
|
Reporting to management suspicious, unethical, or illegal conduct by co-workers or suppliers; and
|
•
|
Reporting to management any threatening or potentially violent behaviour by co-workers.
|
•
|
Engaging in or threatening any acts in violation of any workplace violence policy adopted by the Company or any harassment policy adopted by the Company.
|
•
|
Committing any illegal act, except minor traffic offences.
|
•
|
Being under the influence of alcohol, an intoxicant, illegal drug or narcotic while at work; having possession of, selling, giving or circulating alcohol, drugs or sources of drugs, intoxicants or narcotics to other employees. Moderate alcohol consumption at events provided by the Company is, however, permissible.
|
•
|
Stealing, destroying, defacing, or misusing Company property or another employee’s property;
|
•
|
Misusing Company communications systems, including electronic mail, computers, Internet access, and telephones. Misuse includes excessive personal telephone calls or emails. See Internet and E-mail Policy.
|
•
|
Disobedience or insubordination, or the use of abusive, threatening, or obscene language.
|
•
|
Failing to comply with any Company policy.
|
•
|
Other than for modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, the persons doing business with the Company. Other
|
•
|
No gifts or business entertainment of any kind may be given to any government official without the prior approval of the Company’s Legal Department. For such approval to be given, the gift must be in compliance with this Code and not in violation of the Company’s Foreign Corrupt Practices Policy.
|
•
|
Appropriate business entertainment in connection with business discussions or the development of business relationships is generally acceptable. Such entertainment may include business-related meals and trips, refreshments before and after business meetings and tickets to sporting, theatrical or cultural events. Notwithstanding the foregoing, any entertainment that would cause a feeling or expectation of personal obligation should not be extended or accepted.
|
•
|
If an employee has any question regarding the type of gift or entertainment to be given or received, he or she should consult with a member of the Company’s Legal Department.
|
•
|
Reimbursement for gifts and entertainment will be made in accordance with the appropriate business expense policy.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Liberty Global plc;
|
2.
|
Based on my knowledge, this quarterly 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 quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
|
4.
|
The registrant's other certifying officers 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 quarterly 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 quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
|
d)
|
Disclosed in this quarterly 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 officers 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 quarterly report on Form 10-Q of Liberty Global plc;
|
2.
|
Based on my knowledge, this quarterly 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 quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
|
4.
|
The registrant's other certifying officers 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 quarterly 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 quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
|
d)
|
Disclosed in this quarterly 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 officers 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.
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/s/ Charles H.R. Bracken
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Charles H.R. Bracken
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Executive Vice President and Chief Financial Officer
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Dated:
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August 3, 2020
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/s/ Michael T. Fries
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Michael T. Fries
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President and Chief Executive Officer
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Dated:
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August 3, 2020
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/s/ Charles H.R. Bracken
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Charles H.R. Bracken
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Executive Vice President and Chief Financial Officer
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