Liberty .(LBTYK) - 2019 Q4 - Annual Report

PART I Business Liberty Global is an international broadband and television company serving 10.7 million customers across six European countries, focusing on fixed-mobile convergence and strategic portfolio streamlining Primary Business Operations and Ownership (as of Dec 31, 2019) | Brand | Entity | Location | Ownership | | --- | --- | --- | --- | | | Virgin Media | United Kingdom & Ireland | 100.0% | | | Telenet | Belgium | 60.2% | | | UPC Holding | Switzerland, Poland, Slovakia | 100.0% | | | VodafoneZiggo | Netherlands | 50.0% | - In 2019, the company's continuing operations connected approximately 649,000 additional residential and commercial premises to its networks through its Network Extension programs, with the majority (505,000) being in the U.K. and Ireland[14] - The company has recently streamlined its portfolio through several major dispositions, including the sale of its operations in Germany, Romania, Hungary, and the Czech Republic to Vodafone in July 2019, and its DTH operations to M7 Group in May 2019[18] 2019 Share Repurchases | Title of shares | Number of shares | Average price paid per share | Aggregate purchase price (in millions) | | :--- | :--- | :--- | :--- | | Class A ordinary shares | 24,348,562 | $27.61 | $672.4 | | Class C ordinary shares | 95,395,291 | $26.64 | $2,541.3 | Consolidated Operating Data (as of Dec 31, 2019) | Metric | Total | | :--- | :--- | | Homes Passed | 25,759,100 | | Fixed-Line Customer Relationships | 10,741,200 | | Total RGUs | 25,047,500 | | Internet Subscribers | 9,345,200 | | Total Video Subscribers | 8,281,200 | | Telephony Subscribers | 7,421,100 | | Mobile Subscribers | 6,295,200 | Risk Factors The company faces significant risks from intense competition, technological changes, foreign currency fluctuations, adverse regulations, geopolitical uncertainties, and substantial leverage - The company operates in highly competitive markets, facing pressure from incumbent telecom operators, satellite providers, FTTx networks, and over-the-top (OTT) video content aggregators[181] - The U.K.'s departure from the E.U. (Brexit) creates uncertainty that could adversely affect currency exchange rates, labor availability, supply chains, consumer demand, and the legal and regulatory landscape[209] - The company is highly leveraged, with consolidated debt and finance lease obligations totaling $28.3 billion as of December 31, 2019, which could limit its ability to obtain additional financing[216] - Significant exposure to foreign currency risk exists, as 53.0% of revenue was derived from British pound sterling and 32.8% from the euro during the last three months of 2019[202] - John C. Malone holds significant influence over corporate matters, beneficially owning shares that represent 30.5% of the company's aggregate voting power as of February 7, 2020[238] Unresolved Staff Comments The company reports that it has no unresolved staff comments from the SEC - There are no unresolved staff comments[243] Properties The company leases corporate offices and its subsidiaries own or lease all other operational assets, which management deems suitable and adequate for business needs - Corporate offices in London (U.K.), Denver (U.S.), and Amsterdam (Netherlands) are leased[244] - Subsidiaries own or lease all necessary operational assets, including headend facilities, distribution equipment, switches, and cell towers, which management considers adequate for future needs[245] Legal Proceedings The company's subsidiaries and affiliates are involved in litigation from time to time arising from their normal course of business - The company is involved in various legal proceedings arising in the normal course of business, with detailed information available in Note 19 of the financial statements[246] Mine Safety Disclosures This item is not applicable to the company - Not applicable[247] PART II Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Liberty Global's ordinary shares trade on Nasdaq, with no cash dividends paid but an active share repurchase program, while stock performance has underperformed the Nasdaq US Benchmark TR Index - The company's three classes of ordinary shares, LBTYA, LBTYB, and LBTYK, are traded on the Nasdaq Global Select Market[251] - No cash dividends have been paid on any ordinary shares, and there is no present intention to do so[255] - As of December 31, 2019, $66.4 million remained authorized for share repurchases, with an additional $1.0 billion authorized in February 2020[257] Cumulative Total Shareholder Return (2015-2019, $100 Initial Investment) | Security | 2015 | 2016 | 2017 | 2018 | 2019 | | :--- | :--- | :--- | :--- | :--- | :--- | | Liberty Global - Class A | $84.37 | $69.39 | $81.30 | $48.41 | $51.58 | | Liberty Global - Class C | $84.39 | $70.30 | $80.10 | $48.86 | $51.59 | | Nasdaq US Benchmark TR Index | $100.48 | $113.55 | $137.83 | $130.33 | $170.96 | Selected Financial Data This section summarizes five years of selected financial data for continuing operations, highlighting fluctuating assets and consistent losses, impacted by significant acquisitions and dispositions Selected Financial Data (Continuing Operations, in millions) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Balance Sheet Data (as of Dec 31): | | | | | Total assets | $49,046.3 | $53,153.6 | $57,596.8 | | Debt and finance lease obligations | $28,182.5 | $29,805.2 | $32,644.5 | | Total equity | $13,198.6 | $4,148.3 | $6,393.0 | | Statement of Operations Data (Year ended Dec 31): | | | | | Revenue | $11,541.5 | $11,957.9 | $11,276.4 | | Operating income | $745.5 | $839.1 | $792.4 | | Loss from continuing operations | $(1,409.0) | $(1,411.5) | $(2,350.0) | Management's Discussion and Analysis of Financial Condition and Results of Operations In 2019, Liberty Global experienced revenue and Adjusted OIBDA declines due to competition and FX, while maintaining a leveraged capital structure, significant liquidity, and continuing network expansion and share repurchases - The company's strategy is to build broadband and mobile businesses with strong growth prospects, achieve organic growth through bundled services, and maintain a leveraged capital structure of four to five times consolidated Adjusted OIBDA[272][273][382] Consolidated Revenue and Adjusted OIBDA (2019 vs. 2018) | Metric | 2019 (in millions) | 2018 (in millions) | Reported Change | Organic Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $11,541.5 | $11,957.9 | (3.5)% | (0.7)% | | Adjusted OIBDA | $4,859.5 | $5,151.5 | (5.7)% | (3.1)% | - Net cash provided by operating activities decreased to $3.7 billion in 2019 from $4.0 billion in 2018, while net cash from investing activities increased to $9.5 billion due to proceeds from dispositions[388] - The company's leverage ratio was 5.4x consolidated debt to last-twelve-months Adjusted OIBDA, and its net debt ratio was 3.7x as of December 31, 2019[382] Quantitative and Qualitative Disclosures About Market Risk Liberty Global manages market risks from foreign currency, interest rates, and stock price fluctuations primarily through matching debt denomination and derivative instruments, while also addressing counterparty credit risk - The company's primary foreign currency translation risk exposure is to the British pound sterling and the euro, which represented 53.0% and 32.8% of reported revenue, respectively, in Q4 2019[428] - As of December 31, 2019, the company had $11.7 billion in variable-rate debt, where a hypothetical 0.50% increase in the weighted average interest rate would increase annual interest expense by $58.5 million, before the effects of derivative hedges[435] - The company actively uses derivative instruments, including cross-currency swaps, interest rate swaps, and equity-related collars, to manage its market risk exposures[663] - Counterparty credit risk is managed by diversifying across a broad base of financial institutions, with exposure at year-end 2019 including $253.2 million in derivative assets and $8.2 billion in cash and restricted cash[437] Financial Statements and Supplementary Data This section presents the audited consolidated financial statements of Liberty Global plc and its subsidiaries for 2017-2019, including balance sheets, income statements, and cash flow statements, with detailed notes - The report includes audited consolidated financial statements for the three-year period ended December 31, 2019[452][466] - The company adopted new accounting standards for leases (ASU 2016-02) on January 1, 2019, and for revenue from contracts with customers (ASU 2014-09) on January 1, 2018[478] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on any matter of accounting principles or practices, or financial statement disclosure - None reported[453] Controls and Procedures Management and independent auditors concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2019, excluding a recent acquisition - Management concluded that the company's disclosure controls and procedures are effective as of December 31, 2019[454] - Management assessed internal control over financial reporting as effective as of December 31, 2019, based on the COSO 2013 framework[462] - The independent registered public accounting firm, KPMG LLP, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting[465] - The evaluation of internal controls excluded De Vijver Media, acquired in June 2019, which represented $254.5 million in total assets and $81.1 million in revenue for the year[462][467] Other Information This item is not applicable - Not applicable[458] PART III Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's definitive proxy statement for its 2020 Annual Meeting of Shareholders - This information is incorporated by reference from the 2020 definitive proxy statement[908][909] Executive Compensation Information regarding executive compensation is incorporated by reference from the company's definitive proxy statement for its 2020 Annual Meeting of Shareholders - This information is incorporated by reference from the 2020 definitive proxy statement[908][909] Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters This section details securities authorized for issuance under equity compensation plans, with 79.9 million ordinary shares available, and other ownership information incorporated by reference Equity Compensation Plan Information (as of Dec 31, 2019) | Plan Category | Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price | Securities available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 73,128,352 | - | 79,914,669 | | Equity compensation plans not approved by security holders | None | - | None | Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's definitive proxy statement for its 2020 Annual Meeting of Shareholders - This information is incorporated by reference from the 2020 definitive proxy statement[908][910] Principal Accounting Fees and Services Information regarding principal accounting fees and services is incorporated by reference from the company's definitive proxy statement for its 2020 Annual Meeting of Shareholders - This information is incorporated by reference from the 2020 definitive proxy statement[908][911] PART IV Exhibits, Financial Statement Schedules This section lists financial statements, schedules, and exhibits filed with the Form 10-K, including condensed parent company information and a comprehensive exhibit list - The financial statements required under this item begin on page II-44 of the report[918] - Financial statement schedules include Schedule I (Condensed Financial Information of Registrant) and Schedule II (Valuation and Qualifying Accounts)[919] - A detailed list of exhibits filed with the report is provided, including material contracts, articles of association, and indentures[920] Form 10-K Summary No Form 10-K summary is provided - None[931]