Sequential improvement in aggregate broadband & postpaid
mobile net adds across all markets; fiber deployments ramping in
U.K. & Belgium
On track to achieve all full-year guidance targets1,
including Sunrise Adjusted Free Cash Flow guidance refined at
Capital Markets Day
Sunrise spin approved at EGM (99% in favor) with distribution
set for November 12th; planned debt paydown of CHF 1.5b
Next phase of value creation post the Sunrise spin, focused
on managing telecom assets for the benefit of shareholders and
rotating capital into these transactions and new growth
opportunities
Liberty Global Ltd. today announced its Q3 2024 financial
results.
CEO Mike Fries stated, “It was a solid quarter for our telco
business operationally with sequential improvement across all
markets in aggregate mobile postpaid and broadband net adds in Q3,
as we begin seeing the benefits of the AI and digital tools that
we're deploying to enhance the customer experience. Our fiber
deployments are scaling effectively as we ramp our nexfibre and
Fibre Up efforts in the U.K. along with Wyre's FTTH build across
Flanders.
Meanwhile, we continue making significant progress on the
strategies we've undertaken to unlock shareholder value. The 100%
spin-off of Sunrise has been confirmed for November 12th, only nine
months after announcement. We've injected $1.4 billion of capital
into Sunrise which, together with Adj FCF generated at Sunrise,
will achieve $1.7 billion of total deleveraging by year-end. We
anticipate a CHF 240 million dividend to be paid by Sunrise in
mid-2025, followed by a progressive annual dividend policy
thereafter.
In terms of our Liberty Growth portfolio (previously referred to
as Ventures), we will continue rotating capital out of low-growth
businesses into new opportunities with secular tailwinds and
scale-driven characteristics. Following a further divestment of our
U.K. tower business (CTIL), as well as monetizations of our Pax8
and EdgeConnex technology investments, we expect to realize ~$900
million2 in total asset proceeds from the transactions we've
announced over the last twelve months, near the top end of our $500
million to $1 billion target range. In October we increased our
stake in Formula E to 66% and will begin consolidating the world's
fastest growing motorsport from Q4.
In early October, VodafoneZiggo successfully completed a
proactive refinancing of its 2027 maturities; our telecom
businesses have no material debt repayments until 2028, and the
average life of our debt stands at ~5 years3. At September 30, we
had $3.5 billion(i) of cash on our balance sheet, which is expected
to be ~$2 billion at year end, after the $1.4 billion capital
injection into Sunrise. In addition to the fast-approaching Sunrise
spin, 2024 will prove to be an exceptional year for returns to
Liberty Global shareholders, as we've also acquired ~8% of our
outstanding shares through October 25 against our 10% target by
year-end. Our strategic focus going forward will remain squarely on
unlocking the underlying value of our substantial asset base."
(i)
Including amounts held under
separately managed accounts (SMAs).
Q3 Operating Company Highlights
Sunrise (Consolidated)
Sunrise delivers another quarter of positive broadband net
adds and accelerating mobile postpaid growth
Operating highlights: During Q3,
Sunrise delivered a third consecutive quarter of broadband growth,
achieving 1,300 net adds, primarily driven by reduced churn on the
main brand. In mobile, growth in postpaid accelerated, as Sunrise
delivered 43,200 postpaid net adds, supported by an improved main
brand performance and reduced churn. FMC penetration of 59% across
the Sunrise broadband base continues to grow steadily, increasing
1.1% YoY. The spin-off date has been confirmed for November 12.
Financial highlights: Revenue of
$865.7 million in Q3 2024 increased 0.7% YoY on a reported basis
and decreased 1.3% on a rebased4 basis. The rebased decrease was
mainly due to (i) continued rightpricing efforts and (ii) a
decrease in mobile roaming revenue, partially offset by (a)
continued momentum in B2B and (b) growth in flanker brands.
Adjusted EBITDA increased 2.5% YoY on a reported basis and 0.3% on
a rebased basis to $318.9 million in Q3 2024, including $1 million
of costs to capture5. The rebased increase was mainly due to the
aforementioned decline in revenue, partially offset by (1) lower
costs to capture and (2) a decrease in labor costs. Adjusted EBITDA
less P&E Additions of $190.4 million in Q3 increased 8.4% YoY
on a reported basis and 5.9% on a rebased basis, including $3
million of opex and capex costs to capture.
Telenet (Consolidated)
Telenet delivers strong financial results and an improved
trend in operating performance
Operating highlights: During Q3,
Telenet delivered growth in postpaid mobile net adds of 800 despite
an intensely competitive market environment. The broadband base
contracted by 4,000 during the quarter. The improved sequential
performance was driven by the nationwide launch of Telenet's BASE
FMC offer in June and the continued focus on customer centricity.
FMC penetration remained stable at 50%.
Financial highlights: Revenue of
$785.2 million in Q3 2024 increased 1.3% YoY on a reported basis
and 0.3% on a rebased basis. The rebased increase was primarily
driven by the net effect of (i) the one-off impact of the
recognition of previously deferred revenue of approximately $18
million during Q3 2024, (ii) a decrease in mobile revenue driven by
lower interconnect revenue and handset sales and (iii) a decrease
in B2B wholesale revenue following the loss of the VOO MVNO
contract. Adjusted EBITDA increased 6.2% YoY on a reported basis
and 5.2% on a rebased basis to $360.9 million in Q3, primarily due
to continued cost control and the aforementioned one-off impact of
the recognition of previously deferred revenue, partially offset by
(a) higher staff-related expenses and (b) an increase in sales and
marketing costs. Reported and rebased Adjusted EBITDA less P&E
Additions decreased 17.5% and 18.2%, respectively, to $134.3
million in Q3.
VMO2 (Non-consolidated Joint Venture)
VMO2 continues targeted investments and reaffirms 2024
guidance
Operating highlights: VMO2
delivered on both volume and value in Q3, with a return to positive
fixed customer net adds of 15,000 and fixed ARPU growth of 2.2%
YoY. Targeted investment in sales and marketing drove an increase
of over 40% in gross additions in the nexfibre expansion footprint
compared to Q2, while the VMO2 existing footprint remained broadly
stable with a modest loss in the quarter. In mobile, the postpaid
base declined modestly by 15,300. The sequential improvement was
driven by a reduction in churn. Fiber build pace increased by 44%
in the first nine months of 2024 compared to 2023, and during Q3
the total serviceable footprint grew by 281,100 homes, principally
through build on behalf of nexfibre. This includes the transfer of
the first Upp premises from VMO2 to nexfibre following the
acquisition of the altnet in 2023 and the successful completion of
integration work, with the majority of the 175,000 acquired
premises still to be transferred. During the quarter, VMO2 and
Vodafone reached a new long-term partnership with Cellnex UK to
provide both Mobile Network Operators with tower infrastructure and
associated services.
Financial highlights (in U.S.
GAAP)6: Revenue11 of $3,512.7 million in Q3 2024 increased
0.3% YoY on a reported basis and decreased 2.4% YoY on a rebased
basis. The rebased decrease was primarily due to the net effect of
(i) a decrease in mobile revenue due to lower handset sales, (ii)
an increase in residential fixed revenue and (iii) a one-time
increase in Q3 2023 of $48 million due to a change in the contract
terms with a related-party supplier, with each revenue category as
defined and reported by the VMO2 JV. Q3 Adjusted EBITDA11 was flat
YoY on a reported basis and decreased 2.7% YoY on a rebased basis
to $1,170.9 million, including $11 million of opex costs to
capture. The YoY decrease in Adjusted EBITDA was primarily due to
the net effect of (a) a benefit of approximately $18 million during
Q3 2024 related to higher capitalized costs by the VMO2 JV due to a
change in the terms of a related-party contract and (b) the
aforementioned one-time revenue increase in Q3 2023. Q3 Adjusted
EBITDA less P&E Additions11 was flat YoY on a reported basis
and decreased 2.7% YoY on a rebased basis to $483.1 million,
including $38 million of opex and capex costs to capture.
Financial highlights (in IFRS):
Revenue of £2,701.8 million ($3,512.7 million) in Q3 2024 decreased
2.4% YoY on a rebased basis. Q3 Adjusted EBITDA of £994.0 million
($1,292.0 million), including costs to capture, decreased 2.9% YoY
on a rebased basis. Q3 Adjusted EBITDA less P&E Additions of
£178.2 million ($235.7 million), including costs to capture,
decreased 58.0% YoY on a rebased basis. The drivers of these IFRS
changes are largely consistent with those under U.S. GAAP detailed
above.
For more information regarding the VMO2 JV, including full IFRS
disclosures, please visit its investor relations page to access the
Q3 earnings release.
VodafoneZiggo (Non-consolidated Joint Venture)
VodafoneZiggo delivers a Q3 performance in line with
expectations and reconfirms 2024 guidance
Operating highlights: During Q3,
mobile postpaid net adds grew by 2,300, driven by improved sales.
The broadband base contracted by 20,400 in the quarter, as a 25,500
decline in Consumer was only partially offset by a 5,100 increase
in B2B. Both mobile and fixed ARPU continued to grow in the
quarter, supported by the benefit of the mobile price indexation
implemented in October 2023 and the fixed price indexation in July.
The FMC7 broadband households penetration increased to 49%.
Financial highlights: Revenue
increased 0.5% YoY on a reported basis and decreased 0.5% YoY on a
rebased basis to $1,131.1 million in Q3. The rebased decrease was
primarily due to a decline in the B2C fixed customer base,
partially offset by growth in mobile and B2B revenue. Adjusted
EBITDA increased 1.8% YoY on a reported basis and 0.8% on a rebased
basis to $527.8 million in Q3. The rebased increase was primarily
driven by (i) cost control measures in customer service, IT,
procurement and business contracting services and (ii) lower energy
costs, partially offset by (a) higher programming costs related to
the UEFA broadcast, (b) wage increases related to the collective
labor agreement and (c) the aforementioned decrease in revenue.
Adjusted EBITDA less P&E Additions increased 8.6% YoY on a
reported basis and 7.5% on a rebased basis to $312.1 million in
Q3.
Liberty Global Consolidated Q3 Highlights
- Q3 revenue increased 4.4% YoY on a reported basis and 2.6% on a
rebased basis to $1,935.2 million
- Q3 net earnings (loss) decreased 271.5% YoY on a reported basis
to ($1,410.9 million)
- Q3 Adjusted EBITDA increased 11.8% YoY on a reported basis and
9.4% on a rebased basis to $668.3 million
- Q3 property and equipment additions were 19.9% of revenue, as
compared to 19.7% in Q3 2023
- Balance sheet with $5.0 billion of total liquidity8
- Comprised of $2.4 billion of cash, $1.1 billion of investments
held under SMAs and over $1.5 billion of unused borrowing
capacity9
- Blended, fully-swapped borrowing cost of 3.44% on a debt
balance of $16.0 billion
Liberty Global
Q3 2024
Q3 2023
YoY Change (reported)
YoY Change (rebased)
YTD 2024
YoY Change (reported)
YoY Change (rebased)
Customers
Organic customer net losses
(12,200
)
(39,100
)
(50,200
)
Financial
(in millions, except percentages)
Revenue
$
1,935.2
$
1,854.5
4.4
%
2.6%
$
5,754.0
3.3
%
2.2%
Net earnings (loss)
$
(1,410.9
)
$
822.7
(271.5
%)
$
(608.7
)
(51.4
%)
Adjusted EBITDA
$
668.3
$
597.7
11.8
%
9.4%
$
1,854.4
1.7
%
1.1%
P&E Additions
$
385.6
$
365.1
5.6
%
$
1,125.4
1.6
%
Adjusted EBITDA less P&E Additions
$
282.7
$
232.6
21.5
%
17.6%
$
729.0
1.8
%
2.5%
Cash provided by operating activities
$
449.5
$
327.1
37.4
%
$
1,241.3
(6.4
%)
Cash provided by investing activities
$
24.2
$
519.9
(95.3
%)
$
334.9
134.7
%
Cash used by financing activities
$
(176.9
)
$
(638.1
)
72.3
%
$
(650.2
)
(89.5
%)
Adjusted FCF
$
91.1
$
(102.3
)
189.1
%
$
164.2
242.1
%
Distributable Cash Flow
$
91.1
$
309.4
(70.6
%)
$
164.2
(81.0
%)
Customer Growth
Three months ended
Nine months ended
September 30,
September 30,
2024
2023
2024
2023
Organic customer net additions (losses)
by market
Sunrise
(600
)
(11,100
)
(2,400
)
(16,900
)
Telenet
(8,300
)
(21,100
)
(35,700
)
(49,300
)
VM Ireland
(2,200
)
(5,100
)
(7,600
)
(14,400
)
UPC Slovakia
(1,100
)
(1,800
)
(4,500
)
(4,300
)
Total
(12,200
)
(39,100
)
(50,200
)
(84,900
)
VMO2 JV(i)
15,000
32,500
(600
)
28,700
VodafoneZiggo JV(ii)
(33,600
)
(38,600
)
(100,400
)
(76,000
)
______________________
(i)
Fixed-line customer counts for
the VMO2 JV in 2023 exclude Upp customers.
(ii)
Fixed-line customer counts for
the VodafoneZiggo JV include certain B2B customers.
Net earnings (loss)
Net earnings (loss) was ($1,410.9 million) and $822.7 million
for the three months ended September 30, 2024 and 2023,
respectively, and ($608.7 million) and ($402.1 million) for the
nine months ended September 30, 2024 and 2023, respectively.
Financial Highlights
The following tables present (i) Revenue, Adjusted EBITDA and
Adjusted EBITDA less P&E Additions for each of our reportable
segments, including the non-consolidated VMO2 JV and VodafoneZiggo
JV, for the comparative periods and (ii) the percentage change from
period to period on both a reported and rebased basis. Consolidated
Adjusted EBITDA and Consolidated Adjusted EBITDA less P&E
Additions are non-GAAP measures. For additional information on how
these measures are defined and why we believe they are meaningful,
see the Glossary.
Three months ended
Increase/(decrease)
Nine months ended
Increase/(decrease)
September 30,
September 30,
Revenue
2024
2023
Reported %
Rebased %
2024
2023
Reported %
Rebased %
in millions, except %
amounts
Sunrise
$
865.7
$
859.3
0.7
(1.3
)
$
2,535.5
$
2,482.9
2.1
(0.3
)
Telenet
785.2
775.2
1.3
0.3
2,302.9
2,296.7
0.3
(0.3
)
VM Ireland
119.8
125.5
(4.5
)
(5.6
)
362.8
372.4
(2.6
)
(2.9
)
Central and Other
229.3
164.3
39.6
34.7
754.3
615.0
22.7
26.0
Intersegment eliminations(i)
(64.8
)
(69.8
)
N.M.
N.M.
(201.5
)
(196.1
)
N.M.
N.M.
Total
$
1,935.2
$
1,854.5
4.4
2.6
$
5,754.0
$
5,570.9
3.3
2.2
VMO2 JV(ii)
$
3,512.7
$
3,503.8
0.3
(2.4
)
$
10,170.9
$
10,058.0
1.1
(1.5
)
VodafoneZiggo JV(ii)
$
1,131.1
$
1,125.2
0.5
(0.5
)
$
3,336.7
$
3,297.0
1.2
0.9
_______________
N.M. - Not Meaningful
(i)
Amounts primarily relate to the
revenue recognized within our T&I Function related to the Tech
Framework. For additional information on the Tech Framework, see
the Glossary.
(ii)
Amounts reflect 100% of the 50:50
non-consolidated VMO2 JV and VodafoneZiggo JV's revenue.
Three months ended
Increase/(decrease)
Nine months ended
Increase/(decrease)
September 30,
September 30,
Adjusted EBITDA
2024
2023
Reported %
Rebased %
2024
2023
Reported %
Rebased %
in millions, except %
amounts
Sunrise
$
318.9
$
311.0
2.5
0.3
$
886.2
$
861.1
2.9
0.5
Telenet
360.9
339.8
6.2
5.2
981.2
988.7
(0.8
)
(1.4
)
VM Ireland
41.4
45.9
(9.8
)
(10.7
)
127.1
134.7
(5.6
)
(5.9
)
Central and Other(i)
(37.4
)
(83.6
)
55.3
51.1
(94.2
)
(115.3
)
18.3
27.8
Intersegment eliminations(ii)
(15.5
)
(15.4
)
N.M.
N.M.
(45.9
)
(45.6
)
N.M.
N.M.
Total
$
668.3
$
597.7
11.8
9.4
$
1,854.4
$
1,823.6
1.7
1.1
VMO2 JV(iii)(iv)
$
1,170.9
$
1,170.9
—
(2.7
)
$
3,376.9
$
3,335.6
1.2
(1.3
)
VodafoneZiggo JV(iii)
$
527.8
$
518.3
1.8
0.8
$
1,565.5
$
1,474.7
6.2
5.8
_______________
N.M. - Not Meaningful
(i)
Amounts include development costs
related to our internally-developed software subsequent to our
decision in May 2023 to externally market such software.
(ii)
Amounts relate to the Adjusted
EBITDA impact within our T&I Function related to the Tech
Framework. For additional information on the Tech Framework, see
the Glossary.
(iii)
Amounts reflect 100% of the 50:50
non-consolidated VMO2 JV and VodafoneZiggo JV's Adjusted
EBITDA.
(iv)
2024 amounts for the VMO2 JV
include the benefit of approximately $18 million and $46 million,
respectively, related to higher capitalized costs by the VMO2 JV
due to a change in the terms of a related-party contract.
Three months ended
Increase/(decrease)
Nine months ended
Increase/(decrease)
Adjusted EBITDA less P&E
Additions
September 30,
September 30,
2024
2023
Reported %
Rebased %
2024
2023
Reported %
Rebased %
in millions, except %
amounts
Sunrise
$
190.4
$
175.6
8.4
5.9
$
467.8
$
454.3
3.0
0.8
Telenet
134.3
162.7
(17.5
)
(18.2
)
369.7
476.6
(22.4
)
(23.1
)
VM Ireland
(2.9
)
2.5
(216.0
)
(213.0
)
1.8
6.7
(73.1
)
(72.6
)
Central and Other
(39.1
)
(108.2
)
63.9
61.1
(110.3
)
(221.7
)
50.2
53.4
Total
$
282.7
$
232.6
21.5
17.6
$
729.0
$
715.9
1.8
2.5
VMO2 JV(i)
$
483.1
$
483.2
—
(2.7
)
$
1,417.3
$
1,386.5
2.2
(0.4
)
VodafoneZiggo JV(i)
$
312.1
$
287.5
8.6
7.5
$
850.2
$
736.9
15.4
15.0
_______________
N.M. - Not Meaningful
(i)
Amounts reflect 100% of the 50:50
non-consolidated VMO2 JV and VodafoneZiggo JV's Adjusted EBITDA
less P&E Additions.
Leverage and Liquidity
- Total principal amount of debt and
finance leases: $16.0 billion
- Average debt tenor10: 4.1 years,
with ~10% not due until 2030 or thereafter
- Borrowing costs: Blended,
fully-swapped cost of debt was 3.4%
- Liquidity: $5.0 billion, including
(i) $2.4 billion of cash at September 30, 2024, (ii) $1.1 billion
of investments held under SMAs and (iii) $1.5 billion of aggregate
unused borrowing capacity under our credit facilities
Forward-Looking Statements and Disclaimer
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements with respect to our strategies, future
growth prospects and opportunities; expectations regarding our and
our businesses' financial performance, including Revenue and
Rebased Revenue, Adjusted EBITDA, Adjusted EBITDA less P&E
Additions, operating and capital expenses, property and equipment
additions, Adjusted Free Cash Flow, Distributable Cash Flow and
ARPU metrics, as well as our and our operating companies' 2024
financial guidance, including revisions, provided by us and our
operating companies and joint ventures, which includes expected
capital intensity; our future strategies for maximizing and
creating value for our shareholders; the anticipated spin-off of
our Swiss operating company, Sunrise, including the timing of the
transaction and the timing, amount and use of funds by Sunrise from
the capital injection to be made by Liberty Global, as well as any
anticipated dividends to be paid from Sunrise and the timing
thereof; the expected drivers of future operational and financial
performance at our operating companies and our joint ventures,
including the use of AI technologies; our, our affiliates' and our
joint ventures' plans with respect to networks, products and
services and the investments in such networks, products and
services, including the planned fiber upgrade programs in the U.K.
and Belgium; expectations with respect to VMO2's partnership with
Vodafone and Cellnex UK and the timing, costs and expected benefits
to be derived therefrom; our strategic plans for our Liberty Growth
portfolio (previously referred to as the Ventures portfolio),
including any expected capital rotation between investments and the
proceeds to be received therefrom; our share repurchase program,
including the amount of shares we intend to repurchase during the
year; the strength of our and our affiliates' respective balance
sheets (including cash and liquidity position); the tenor and cost
of our third-party debt and anticipated borrowing capacity,
including at Sunrise following its spin-off from Liberty Global;
and other information and statements that are not historical fact.
These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by these statements. These risks
and uncertainties include events that are outside of our control,
such as the continued use by subscribers and potential subscribers
of our and our affiliates’ and joint ventures' services and their
willingness to upgrade to our more advanced offerings; our, our
affiliates’ and our joint ventures' ability to meet challenges from
competition, to manage rapid technological change or to maintain or
increase rates to subscribers or to pass through increased costs to
subscribers; the potential impact of pandemics and epidemics on us
and our businesses as well as our customers; the effects of changes
in laws or regulations; the effects of the U.K.'s exit from the
E.U.; general economic factors; our, our affiliates’ and our joint
ventures' ability to obtain regulatory approval and satisfy
regulatory conditions associated with acquisitions and
dispositions; our, our affiliates’ and our joint ventures' ability
to successfully acquire and integrate new businesses and realize
anticipated efficiencies from acquired businesses; the availability
of attractive programming for our, our affiliates’ and our joint
ventures' video services and the costs associated with such
programming; our, our affiliates’ and our joint ventures' ability
to achieve forecasted financial and operating targets; the outcome
of any pending or threatened litigation; the ability of our
operating companies and affiliates and joint ventures to access the
cash of their respective subsidiaries; the impact of our operating
companies', affiliates’ and joint ventures' future financial
performance, or market conditions generally, on the availability,
terms and deployment of capital; fluctuations in currency exchange
and interest rates; the ability of suppliers, vendors and
contractors to timely deliver quality products, equipment,
software, services and access; our, our affiliates’ and our joint
ventures' ability to adequately forecast and plan future network
requirements including the costs and benefits associated with
network expansions and upgrades; and other factors detailed from
time to time in our filings with the Securities and Exchange
Commission (the "SEC"), including our most recently filed Form
10-K, Form 10-K/A and Form 10-Qs. These forward-looking statements
speak only as of the date of this release. We expressly disclaim
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to
reflect any change in our expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
Share Repurchase Program
Our share buyback plan for 2024 authorized the repurchase of up
to 10% of our outstanding shares as of December 31, 2023. Under the
program, Liberty Global may acquire from time to time its Class A
common shares, Class C common shares, or any combination of Class A
and Class C ordinary shares. The program may be effected through
open market transactions and/or privately negotiated transactions,
which may include derivative transactions. The timing of the
repurchase of shares pursuant to the program will depend on a
variety of factors, including market conditions and applicable law.
The program may be implemented in conjunction with brokers for
Liberty Global and other financial institutions with whom Liberty
Global has relationships within certain pre-set parameters, and
purchases may continue during closed periods in accordance with
applicable restrictions. The program may be suspended or
discontinued at any time and will terminate upon repurchasing the
authorized limits unless further repurchase authorization is
provided for.
About Liberty Global
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is a world
leader in converged broadband, video and mobile communications
services. We deliver next-generation products through advanced
fiber and 5G networks, and currently provide over 85 million*
connections across Europe. Our businesses operate under some of the
best-known consumer brands, including Sunrise in Switzerland,
Telenet in Belgium, Virgin Media in Ireland, UPC in Slovakia,
Virgin Media-O2 in the U.K. and VodafoneZiggo in The Netherlands.
Through our substantial scale and commitment to innovation, we are
building Tomorrow’s Connections Today, investing in the
infrastructure and platforms that empower our customers to make the
most of the digital revolution, while deploying the advanced
technologies that nations and economies need to thrive.
Liberty Global's consolidated businesses generate annual revenue
of more than $7 billion, while the VMO2 JV and the VodafoneZiggo JV
generate combined annual revenue of more than $18 billion.**
Liberty Global Ventures, our global investment arm, has a
portfolio of more than 75 companies and funds across the content,
technology and infrastructure industries, including stakes in
companies like ITV, Televisa Univision, Plume, AtlasEdge and the
Formula E racing series.
* Represents aggregate consolidated and 50% owned
non-consolidated fixed and mobile subscribers. Includes wholesale
mobile connections of the VMO2 JV and B2B fixed subscribers of the
VodafoneZiggo JV.
** Revenue figures above are provided based on full year 2023
Liberty Global consolidated results and the combined as reported
full year 2023 results for the VodafoneZiggo JV and full year 2023
U.S. GAAP results for the VMO2 JV.
Sunrise, Telenet, the VMO2 JV and the VodafoneZiggo JV deliver
mobile services as mobile network operators. Virgin Media Ireland
delivers mobile services as a mobile virtual network operator
through third-party networks. UPC Slovakia delivers mobile services
as a reseller of SIM cards.
Liberty Global Ltd. is listed on the Nasdaq Global Select Market
under the symbols "LBTYA", "LBTYB" and "LBTYK".
Balance Sheets, Statements of Operations and Statements of
Cash Flows
The condensed consolidated balance sheets, statements of
operations and statements of cash flows of Liberty Global are in
our 10-Q.
Rebase Information
Rebase growth percentages, which are non-GAAP measures, are
presented as a basis for assessing growth rates on a comparable
basis. For purposes of calculating rebase growth rates on a
comparable basis for all businesses that we owned during 2024, we
have adjusted our historical revenue, Adjusted EBITDA and Adjusted
EBITDA less P&E Additions for the three and nine months ended
September 30, 2023 to (i) include the pre-acquisition revenue,
Adjusted EBITDA and P&E Additions to the same extent these
entities are included in our results for the three and nine months
ended September 30, 2024, (ii) exclude from our rebased amounts the
revenue, Adjusted EBITDA and P&E Additions of entities disposed
of to the same extent these entities are excluded in our results
for the three and nine months ended September 30, 2024, (iii)
include in our rebased amounts the revenue and costs for the
temporary elements of transitional and other services provided to
iliad, Vodafone and Deutsche Telekom, to reflect amounts related to
these services equal to those included in our results for the three
and nine months ended September 30, 2024 and (iv) reflect the
translation of our rebased amounts at the applicable average
foreign currency exchange rates that were used to translate our
results for the three and nine months ended September 30, 2024. We
have reflected the revenue, Adjusted EBITDA and P&E Additions
of these acquired entities in our 2023 rebased amounts based on
what we believe to be the most reliable information that is
currently available to us (generally pre-acquisition financial
statements), as adjusted for the estimated effects of (a) any
significant differences between U.S. GAAP and local generally
accepted accounting principles, (b) any significant effects of
acquisition accounting adjustments, (c) any significant differences
between our accounting policies and those of the acquired entities
and (d) other items we deem appropriate. We do not adjust
pre-acquisition periods to eliminate nonrecurring items or to give
retroactive effect to any changes in estimates that might be
implemented during post-acquisition periods. As we did not own or
operate the acquired businesses during the pre-acquisition periods,
no assurance can be given that we have identified all adjustments
necessary to present the revenue, Adjusted EBITDA and Adjusted
EBITDA less P&E Additions of these entities on a basis that is
comparable to the corresponding post-acquisition amounts that are
included in our results or that the pre-acquisition financial
statements we have relied upon do not contain undetected errors. In
addition, the rebase growth percentages are not necessarily
indicative of the revenue, Adjusted EBITDA and Adjusted EBITDA less
P&E Additions that would have occurred if these transactions
had occurred on the dates assumed for purposes of calculating our
rebased amounts or the revenue, Adjusted EBITDA and Adjusted EBITDA
less P&E Additions that will occur in the future. Investors
should view rebase growth as a supplement to, and not a substitute
for, U.S. GAAP measures of performance included in our condensed
consolidated statements of operations.
The following table provides adjustments made to the 2023
amounts (i) in aggregate for our consolidated reportable segments
and (ii) for the non-consolidated VMO2 JV and VodafoneZiggo JV to
derive our rebased growth rates:
Three months ended September
30, 2023
Nine months ended September
30, 2023
Revenue
Adjusted EBITDA
Adjusted EBITDA less P&E
Additions
Revenue
Adjusted EBITDA
Adjusted EBITDA less P&E
Additions
in millions
Consolidated Liberty Global:
Acquisitions and dispositions(i)
$
4.0
$
4.3
$
4.3
$
(14.3
)
$
(12.5
)
$
(12.4
)
Foreign currency
28.3
8.9
3.4
72.7
22.4
7.7
Total
$
32.3
$
13.2
$
7.7
$
58.4
$
9.9
$
(4.7
)
VMO2 JV(ii):
Foreign currency
$
97.0
$
33.0
$
13.5
$
263.2
$
87.3
$
36.3
VodafoneZiggo JV(ii):
Foreign currency
$
0.6
$
5.1
$
2.7
$
10.0
$
4.3
$
2.1
_______________
(i)
In addition to our acquisitions
and dispositions, these rebase adjustments include amounts related
to agreements to provide transitional and other services to iliad,
Vodafone and Deutsche Telekom. These adjustments result in an equal
amount of fees in both the 2024 and 2023 periods for those services
that are deemed to be temporary in nature.
(ii)
Amounts reflect 100% of the
adjustments made related to the VMO2 JV's and the VodafoneZiggo
JV's revenue, Adjusted EBITDA and Adjusted EBITDA less P&E
Additions, which we do not consolidate, as we hold a 50%
noncontrolling interest in the VMO2 JV and the VodafoneZiggo
JV.
Liquidity
The following table(i) details the U.S. dollar equivalents of
our liquidity position at September 30, 2024, which includes our
(i) cash and cash equivalents, (ii) investments held under SMAs and
(iii) unused borrowing capacity:
Cash
Unused
and Cash
Borrowing
Total
Equivalents
SMAs(ii)
Capacity(iii)
Liquidity
in millions
Liberty Global and unrestricted
subsidiaries
$
1,261.8
$
1,094.5
$
—
$
2,356.3
Telenet
1,069.7
—
685.6
1,755.3
Sunrise Holding
11.8
—
788.2
800.0
VM Ireland
13.1
—
111.5
124.6
Total
$
2,356.4
$
1,094.5
$
1,585.3
$
5,036.2
_______________
(i)
Except as otherwise indicated,
the amounts reported in the table include the named entity and its
subsidiaries.
(ii)
Represents investments held under
SMAs which are maintained by investment managers acting as agents
on our behalf.
(iii)
Our aggregate unused borrowing
capacity of $1,585.3 million represents maximum undrawn commitments
under the applicable facilities without regard to covenant
compliance calculations or other conditions precedent to
borrowing.
Summary of Debt & Finance Lease Obligations
The following table(i) details the September 30, 2024 U.S.
dollar equivalents of the (i) outstanding principal amounts of our
debt and finance lease obligations, (ii) expected principal-related
derivative cash payments or receipts and (iii) swapped principal
amounts of our debt and finance lease obligations:
Finance
Total Debt
Principal Related
Swapped Debt
Lease
& Finance Lease
Derivative
& Finance Lease
Debt(ii)
Obligations
Obligations
Cash Payments
Obligations
in millions
Sunrise Holding
$
6,536.2
$
28.5
$
6,564.7
$
718.4
$
7,283.1
Telenet
6,998.8
3.2
7,002.0
(34.8
)
6,967.2
VM Ireland
1,003.4
—
1,003.4
—
1,003.4
Other(iii)
1,411.8
20.7
1,432.5
—
1,432.5
Total
$
15,950.2
$
52.4
$
16,002.6
$
683.6
$
16,686.2
_______________
(i)
Except as otherwise indicated,
the amounts reported in the table include the named entity and its
subsidiaries.
(ii)
Debt amounts for Sunrise Holding
include notes issued by special purpose entities that are
consolidated by Sunrise Holding.
(iii)
Debt amount includes a loan of
$1,402.4 million backed by the shares we hold in Vodafone Group
plc.
Property and Equipment Additions and Capital
Expenditures
The table below highlights the categories of property and
equipment additions for the indicated periods and reconciles those
additions to the capital expenditures that are presented in the
condensed consolidated statements of cash flows in our 10-Q.
Three months ended
Nine months ended
September 30,
September 30,
2024
2023
2024
2023
in millions, except %
amounts
Customer premises equipment (CPE)
$
49.7
$
61.9
$
153.9
$
201.9
New build & upgrade
108.0
62.8
255.0
144.6
Capacity
58.0
51.3
146.8
145.8
Baseline
97.7
100.5
358.8
334.3
Product & enablers
72.2
88.6
210.9
281.1
Total property and equipment additions
385.6
365.1
1,125.4
1,107.7
Reconciliation of property and equipment
additions to capital expenditures:
Assets acquired under capital-related
vendor financing arrangements(i)
(32.5
)
(31.6
)
(98.8
)
(129.9
)
Assets acquired under finance leases
—
(3.9
)
(0.6
)
(20.8
)
Changes in current liabilities related to
capital expenditures
(6.0
)
(1.8
)
(38.8
)
59.2
Total capital expenditures, net(ii)
$
347.1
$
327.8
$
987.2
$
1,016.2
Property and equipment additions as % of
revenue
19.9
%
19.7
%
19.6
%
19.9
%
_______________
(i)
Amounts exclude related VAT of
$3.6 million and $4.9 million for the three months ended September
30, 2024 and 2023, respectively, and $10.9 million and $14.8
million for the nine months ended September 30, 2024 and 2023,
respectively, that were also financed under these arrangements.
(ii)
The capital expenditures that we
report in our condensed consolidated statements of cash flows do
not include amounts that are financed under vendor financing or
finance lease arrangements. Instead, these expenditures are
reflected as non-cash additions to our property and equipment when
the underlying assets are delivered, and as repayments of debt when
the related principal is repaid.
ARPU per Fixed Customer Relationship
The following table provides ARPU per fixed customer
relationship and percentage change from period to period on both a
reported and rebased basis for the indicated periods:
ARPU per Fixed Customer
Relationship
Three months ended September
30,
Increase/(decrease)
2024
2023
Reported %
Rebased %
Liberty Global
$
67.89
$
67.56
0.5
%
(0.9
%)
VM Ireland
€
61.76
€
63.03
(2.0
%)
(2.0
%)
Telenet
€
63.86
€
62.46
2.2
%
2.2
%
Sunrise Holding
€
59.29
€
61.39
(3.4
%)
(4.4
%)
Mobile ARPU
The following tables provide ARPU per mobile subscriber and
percentage change from period to period on both a reported and
rebased basis for the indicated periods:
ARPU per Mobile
Subscriber
Three months ended September
30,
Increase/(decrease)
2024
2023
Reported %
Rebased %
Liberty Global:
Including interconnect revenue
$
27.62
$
26.81
3.0
%
(3.9
%)
Excluding interconnect revenue
$
25.75
$
25.03
2.9
%
(3.3
%)
Operating Data — September 30,
2024
Homes
Passed
Fixed-Line Customer
Relationships
Internet
Subscribers(i)
Video
Subscribers(ii)
Telephony
Subscribers(iii)
Total RGUs
Postpaid Mobile
Subscribers
Total Mobile
Subscribers(iv)
Consolidated Liberty Global:
Sunrise(v)
2,745,100
1,469,100
1,194,100
1,181,700
893,300
3,269,100
2,569,200
2,914,800
Telenet(vi)
4,157,800
1,971,800
1,715,600
1,603,000
870,100
4,188,700
2,676,800
2,880,600
VM Ireland
998,600
395,200
364,100
213,000
164,400
741,500
137,100
137,100
UPC Slovakia
644,500
172,700
142,500
153,400
86,100
382,000
—
—
Total Liberty Global
8,546,000
4,008,800
3,416,300
3,151,100
2,013,900
8,581,300
5,383,100
5,932,500
VMO2 JV(vii)
16,212,900
5,826,200
5,726,900
12,402,500
15,854,900
35,483,900
VodafoneZiggo JV(viii)
7,558,100
3,452,600
3,137,600
3,426,100
1,322,100
7,885,800
5,298,400
5,580,500
Subscriber Variance Table —
September 30, 2024 vs. June 30, 2024
Homes
Passed
Fixed-Line Customer
Relationships
Internet
Subscribers(ii)
Video
Subscribers(i)
Telephony
Subscribers(iii)
Total
RGUs
Postpaid Mobile
Subscribers
Total Mobile
Subscribers(iv)
Organic Change
Summary
Consolidated Liberty Global:
Sunrise(v)
2,900
(600
)
1,300
(8,000
)
(15,500
)
(22,200
)
43,200
34,500
Telenet(vi)
23,300
(8,300
)
(4,000
)
(16,400
)
(22,200
)
(42,600
)
800
(9,500
)
VM Ireland
4,700
(2,200
)
(1,300
)
(4,200
)
(11,800
)
(17,300
)
1,500
1,500
UPC Slovakia
700
(1,100
)
(500
)
(2,500
)
(400
)
(3,400
)
—
—
Total Liberty Global
31,600
(12,200
)
(4,500
)
(31,100
)
(49,900
)
(85,500
)
45,500
26,500
Q3 2024 Liberty
Global Adjustments:
Sunrise
8,900
3,500
1,200
3,400
600
5,200
—
—
Telenet
(67,900
)
—
—
—
—
—
—
—
Total adjustments
(59,000
)
3,500
1,200
3,400
600
5,200
—
—
VMO2 JV(vii)
3,200
15,000
16,200
(103,200
)
(15,300
)
(172,600
)
VodafoneZiggo JV(viii)
8,600
(33,600
)
(20,400
)
(33,800
)
(57,500
)
(111,700
)
2,300
(35,000
)
Footnotes for Operating Data and Subscriber Variance
Tables
(i)
At Sunrise, we offer a 10 Mbps
internet service to our Video Subscribers without an incremental
recurring fee. Our Internet Subscribers at Sunrise include
approximately 37,900 subscribers who have requested and received
this service.
(ii)
We have approximately 27,500
“lifeline” customers that are counted on a per connection basis,
representing the least expensive regulated tier of video service,
with only a few channels.
(iii)
At Sunrise, we offer a basic
phone service to our Video Subscribers without an incremental
recurring fee. Our Telephony Subscribers at Sunrise include
approximately 50,400 subscribers who have requested and received
this service.
(iv)
In a number of countries, our
mobile subscribers receive mobile services pursuant to prepaid
contracts. As of September 30, 2024, our mobile subscriber count
included approximately 345,600, 203,800, 7,622,600 and 282,100
prepaid mobile subscribers at Sunrise, Telenet, the VMO2 JV and the
VodafoneZiggo JV, respectively. Prepaid mobile customers are
excluded from the VMO2 JV's and the VodafoneZiggo JV's mobile
subscriber counts after a period of inactivity of three months and
nine months, respectively. The mobile subscriber count for the VMO2
JV includes IoT connections, which are Machine-to-Machine contract
mobile connections, including Smart Metering contract connections.
The mobile subscriber count presented above for the VMO2 JV
excludes wholesale mobile connections of approximately 9,928,200
that are included in the total mobile subscriber count as defined
and presented by the VMO2 JV.
(v)
Pursuant to service agreements,
Sunrise offers broadband internet, video and telephony services
over networks owned by third-party operators (“partner networks”),
and following the acquisition of Sunrise, also services homes
through Sunrise's existing agreements with Swisscom, Swiss Fibre
Net and local utilities. Under these agreements, RGUs are only
recognized if there is a direct billing relationship with the
customer. Homes passed or serviceable through the above service
agreements are not included in Sunrise's homes passed count as we
do not own these networks. Including these arrangements, our
operations at Sunrise have the ability to offer fixed services to
the national footprint.
(vi)
Includes our business in
Luxembourg as a result of Telenet's January 2023 acquisition of
Eltrona.
(vii)
Fixed-line customer counts for
the VMO2 JV exclude Upp customers.
(viii)
Fixed-line counts for the
VodafoneZiggo JV include certain B2B customers and subscribers.
Additional General Notes to
Tables:
Most of our broadband communications subsidiaries provide
broadband internet, telephony, data, video or other B2B services.
Certain of our B2B revenue is derived from SOHO subscribers that
pay a premium price to receive enhanced service levels along with
internet, video or telephony services that are the same or similar
to the mass marketed products offered to our residential
subscribers. All mass marketed products provided to SOHOs, whether
or not accompanied by enhanced service levels and/or premium
prices, are included in the respective RGU and customer counts of
our broadband communications operations, with only those services
provided at premium prices considered to be “SOHO RGUs” or “SOHO
customers”. To the extent our existing customers upgrade from a
residential product offering to a SOHO product offering, the number
of SOHO RGUs or SOHO customers will increase, but there is no
impact to our total RGU or customer counts. With the exception of
our B2B SOHO subscribers and mobile subscribers at medium and large
enterprises, we generally do not count customers of B2B services as
customers or RGUs for external reporting purposes.
In Belgium, Telenet leases a portion of its network under a
long-term finance lease arrangement. These tables include operating
statistics for Telenet's owned and leased networks.
While we take appropriate steps to ensure that subscriber
statistics are presented on a consistent and accurate basis at any
given balance sheet date, the variability from country to country
in (i) the nature and pricing of products and services, (ii) the
distribution platform, (iii) billing systems, (iv) bad debt
collection experience and (v) other factors add complexity to the
subscriber counting process. We periodically review our subscriber
counting policies and underlying systems to improve the accuracy
and consistency of the data reported on a prospective basis.
Accordingly, we may from time to time make appropriate adjustments
to our subscriber statistics based on those reviews.
Subscriber information for acquired entities is preliminary and
subject to adjustment until we have completed our review of such
information and determined that it is presented in accordance with
our policies.
Footnotes
1
Quantitative reconciliations to
net earnings/loss (including net earnings/loss growth rates) and
cash flow from operating activities for Adjusted EBITDA, Adjusted
EBITDAaL, and Adjusted FCF guidance cannot be provided without
unreasonable efforts as we do not forecast (i) certain non-cash
charges including: the components of non-operating income/expense,
depreciation and amortization, and impairment, restructuring and
other operating items included in net earnings/loss from continuing
operations, nor (ii) specific changes in working capital that
impact cash flows from operating activities. The items we do not
forecast may vary significantly from period to period.
2
Includes (i) $419 million of cash
received from the sale of All3Media, including the repayment of
principal and interest associated with notes receivable, (ii) our
50% share of the estimated $683 million of total proceeds in
connection with the VMO2 JV's partial sale of CTIL (including
expected proceeds of ~$248 million from the additional 8.3% stake
sale announced in Q3 2024), and (iii) ~$120 million of cash
received in connection with the October 2024 sale of Pax8 and
partial sale of EdgeConnex.
3
Includes both our consolidated
operations and non-consolidated VMO2 and VodafoneZiggo JVs.
4
The indicated growth rates are
rebased for acquisitions, dispositions, FX and other items that
impact the comparability of our year-over-year results. See the
Rebase Information section for more information on rebased
growth.
5
Costs to capture generally
include incremental, third-party operating and capital related
costs that are directly associated with integration activities,
restructuring activities and certain other costs associated with
aligning an acquiree to our business processes to derive synergies.
These costs are necessary to combine the operations of a business
being acquired (or joint venture being formed) with ours or are
incidental to the acquisition. As a result, costs to capture may
include certain (i) operating costs that are included in Adjusted
EBITDA, (ii) capital-related costs that are included in property
and equipment additions and Adjusted EBITDA less P&E Additions
and (iii) certain integration-related restructuring expenses that
are not included within Adjusted EBITDA or Adjusted EBITDA less
P&E Additions. Given the achievement of synergies occurs over
time, certain of our costs to capture are recurring by nature, and
generally incurred within a few years of completing the
transaction.
6
This release includes the actual
U.S. GAAP results for the VMO2 JV for the three and nine months
ended September 30, 2024 and 2023. The commentary and YoY growth
rates presented in this release are shown on a rebased basis. For
more information regarding the VMO2 JV, including full IFRS
disclosures, please visit their investor relations page to access
the VMO2 JV's Q3 earnings release.
7
Converged households or converged
SIMs represent customers in either our Consumer or SOHO segment
that subscribe to both a fixed-line digital TV and an internet
service and Vodafone and/or hollandsnieuwe postpaid mobile
telephony service.
8
Liquidity refers to cash and cash
equivalents and investments held under separately managed accounts
plus the maximum undrawn commitments under subsidiary borrowing
facilities, without regard to covenant compliance calculations or
other conditions precedent to borrowing.
9
Our aggregate unused borrowing
capacity of $1,585.3 million represents the maximum undrawn
commitments under the applicable facilities without regard to
covenant compliance calculations or other conditions precedent to
borrowing. Upon completion of the relevant September 30, 2024
compliance reporting requirements for our credit facilities, and
assuming no further changes from quarter-end borrowing levels, we
anticipate that the full unused borrowing capacity will continue to
be available under each of the respective subsidiary facilities.
Our above expectations do not consider any actual or potential
changes to our borrowing levels or any amounts loaned or
distributed subsequent to September 30, 2024.
10
For purposes of calculating our
average tenor, total third-party debt excludes vendor financing,
certain debt obligations that we assumed in connection with various
acquisitions, and liabilities related to Telenet's acquisition of
mobile spectrum licenses. The percentage of debt not due until 2030
or thereafter includes all of these amounts.
11
The U.S. GAAP YoY growth rates
for the VMO2 JV are impacted by recurring U.S. GAAP to IFRS
accounting differences, as further described and reconciled
below.
Three months ended
September 30,
Nine months ended
September 30,
2024
2023
2024
2023
in millions
Revenue:
U.S. GAAP revenue
$
3,512.7
$
3,503.8
$
10,170.9
$
10,058.0
U.S. GAAP/IFRS adjustments
—
—
—
—
IFRS revenue
$
3,512.7
$
3,503.8
$
10,170.9
$
10,058.0
Adjusted EBITDA:
U.S. GAAP Adjusted EBITDA
$
1,170.9
$
1,170.9
$
3,376.9
$
3,335.6
U.S. GAAP/IFRS adjustments(i)
121.1
123.5
336.1
334.0
IFRS Adjusted EBITDA (including costs to
capture)
$
1,292.0
$
1,294.4
$
3,713.0
$
3,669.6
P&E Additions:
U.S. GAAP P&E Additions
$
687.8
$
687.7
$
1,959.6
$
1,949.1
U.S. GAAP/IFRS adjustments(i)
368.5
70.3
628.2
182.7
IFRS P&E Additions (including costs to
capture)
$
1,056.3
$
758.0
$
2,587.8
$
2,131.8
Adjusted EBITDA less P&E
Additions:
U.S. GAAP Adjusted EBITDA less P&E
Additions
$
483.1
$
483.2
$
1,417.3
$
1,386.5
U.S. GAAP/IFRS adjustments(i)
(247.4
)
53.2
(292.1
)
151.3
IFRS Adjusted EBITDA less P&E
Additions (including costs to capture)
$
235.7
$
536.4
$
1,125.2
$
1,537.8
_______________
(i)
U.S. GAAP/IFRS differences
primarily relate to (a) the VMO2 JV's investment in CTIL and (b)
lease accounting.
Glossary
10-Q or 10-K: As used herein, the
terms 10-Q and 10-K refer to our most recent quarterly or annual
report as filed with the Securities and Exchange Commission on Form
10-Q or Form 10-K, as applicable.
Adjusted EBITDA, Adjusted EBITDA less
P&E Additions and Property and Equipment Additions (P&E
Additions):
- Adjusted EBITDA: Adjusted EBITDA
is the primary measure used by our chief operating decision maker
to evaluate segment operating performance and is also a key factor
that is used by our internal decision makers to (i) determine how
to allocate resources to segments and (ii) evaluate the
effectiveness of our management for purposes of annual and other
incentive compensation plans. As we use the term, Adjusted EBITDA
is defined as net earnings (loss) before net income tax benefit
(expense), other non-operating income or expenses, net share of
results of affiliates, net gains (losses) on debt extinguishment,
net realized and unrealized gains (losses) due to changes in fair
values of certain investments, net foreign currency transaction
gains (losses), net gains (losses) on derivative instruments, net
interest expense, depreciation and amortization, share-based
compensation, provisions and provision releases related to
significant litigation and impairment, restructuring and other
operating items. Other operating items include (a) gains and losses
on the disposition of long-lived assets, (b) third-party costs
directly associated with successful and unsuccessful acquisitions
and dispositions, including legal, advisory and due diligence fees,
as applicable, and (c) other acquisition-related items, such as
gains and losses on the settlement of contingent consideration. Our
internal decision makers believe Adjusted EBITDA is a meaningful
measure because it represents a transparent view of our recurring
operating performance that is unaffected by our capital structure
and allows management to (1) readily view operating trends, (2)
perform analytical comparisons and benchmarking between segments
and (3) identify strategies to improve operating performance in the
different countries in which we operate. We believe our
consolidated Adjusted EBITDA measure, which is a non-GAAP measure,
is useful to investors because it is one of the bases for comparing
our performance with the performance of other companies in the same
or similar industries, although our measure may not be directly
comparable to similar measures used by other public companies.
Consolidated Adjusted EBITDA should be viewed as a measure of
operating performance that is a supplement to, and not a substitute
for, U.S. GAAP measures of income included in our condensed
consolidated statements of operations.
- Adjusted EBITDA less P&E
Additions: We define Adjusted EBITDA less P&E Additions,
which is a non-GAAP measure, as Adjusted EBITDA less P&E
Additions on an accrual basis. Adjusted EBITDA less P&E
Additions is a meaningful measure because it provides (i) a
transparent view of Adjusted EBITDA that remains after our capital
spend, which we believe is important to take into account when
evaluating our overall performance and (ii) a comparable view of
our performance relative to other telecommunications companies. Our
Adjusted EBITDA less P&E Additions measure may differ from how
other companies define and apply their definition of similar
measures. Adjusted EBITDA less P&E Additions should be viewed
as a measure of operating performance that is a supplement to, and
not a substitute for, U.S. GAAP measures of income included in our
condensed consolidated statements of operations.
- P&E Additions: Includes
capital expenditures on an accrual basis, amounts financed under
vendor financing or finance lease arrangements and other non-cash
additions. A reconciliation of net earnings (loss) to Adjusted
EBITDA less P&E Additions is presented in the following
table:
Three months ended
Nine months ended
September 30,
September 30,
2024
2023
2024
2023
in millions
Net earnings (loss)
$
(1,410.9
)
$
822.7
$
(608.7
)
$
(402.1
)
Income tax expense (benefit)
0.9
(1.7
)
88.5
170.0
Other income, net
(63.9
)
(39.8
)
(191.1
)
(159.5
)
Gain associated with the Telenet Wyre
Transaction
—
(377.8
)
—
(377.8
)
Gain on sale of All3Media
—
—
(242.9
)
—
Share of results of affiliates, net
133.0
240.8
166.6
341.1
Realized and unrealized losses (gains) due
to changes in fair values of certain investments, net
45.9
(71.5
)
(38.9
)
344.8
Foreign currency transaction losses
(gains), net
578.3
(664.4
)
280.3
(417.9
)
Realized and unrealized losses (gains) on
derivative instruments, net
566.8
(177.1
)
(67.0
)
(193.8
)
Interest expense
251.2
241.4
756.2
656.0
Operating income (loss)
101.3
(27.4
)
143.0
(39.2
)
Impairment, restructuring and other
operating items, net
13.5
(13.7
)
51.7
6.6
Depreciation and amortization
500.6
584.0
1,512.7
1,681.8
Share-based compensation expense
52.9
54.8
147.0
174.4
Adjusted EBITDA
668.3
597.7
1,854.4
1,823.6
P&E Additions
(385.6
)
(365.1
)
(1,125.4
)
(1,107.7
)
Adjusted EBITDA less P&E Additions
$
282.7
$
232.6
$
729.0
$
715.9
Adjusted EBITDA after leases (Adjusted
EBITDAaL): We define Adjusted EBITDAaL as Adjusted EBITDA as
further adjusted to include finance lease related depreciation and
interest expense. Our internal decision makers believe Adjusted
EBITDAaL is a meaningful measure because it represents a
transparent view of our recurring operating performance that
includes recurring lease expenses necessary to operate our
business. We believe Adjusted EBITDAaL, which is a non-GAAP
measure, is useful to investors because it is one of the bases for
comparing our performance with the performance of other companies
in the same or similar industries, although our measure may not be
directly comparable to similar measures used by other public
companies. Adjusted EBITDAaL should be viewed as a measure of
operating performance that is a supplement to, and not a substitute
for, U.S. GAAP measures of income included in our condensed
consolidated statements of operations.
Adjusted Free Cash Flow (Adjusted FCF)
& Distributable Cash Flow:
- Adjusted FCF: We define Adjusted
FCF as net cash provided by operating activities, plus
operating-related vendor financed expenses (which represents an
increase in the period to our actual cash available as a result of
extending vendor payment terms beyond normal payment terms, which
are typically 90 days or less, through non-cash financing
activities), less (i) cash payments in the period for capital
expenditures, (ii) principal payments on operating- and
capital-related amounts financed by vendors and intermediaries
(which represents a decrease in the period to our actual cash
available as a result of paying amounts to vendors and
intermediaries where we previously had extended vendor payments
beyond the normal payment terms), and (iii) principal payments on
finance leases (which represents a decrease in the period to our
actual cash available), each as reported in our condensed
consolidated statements of cash flows. Net cash provided by
operating activities includes cash paid for third-party costs
directly associated with successful and unsuccessful acquisition
and dispositions of $1.7 million and $7.7 million during the three
months ended September 30, 2024 and 2023, respectively, and $7.6
million and $23.8 million during the nine months ended September
30, 2024 and 2023, respectively.
- Distributable Cash Flow: We define
Distributable Cash Flow as Adjusted FCF plus any dividends received
from our equity affiliates that are funded by activities outside of
their normal course of operations, including, for example, those
funded by recapitalizations (referred to as “Other Affiliate
Dividends”). We believe our presentation of Adjusted FCF and
Distributable Cash Flow, each of which is a non-GAAP measure,
provides useful information to our investors because these measures
can be used to gauge our ability to (i) service debt and (ii) fund
new investment opportunities after consideration of all actual cash
payments related to our working capital activities and expenses
that are capital in nature, whether paid inside normal vendor
payment terms or paid later outside normal vendor payment terms (in
which case we typically pay in less than 365 days). Adjusted FCF
and Distributable Cash Flow should not be understood to represent
our ability to fund discretionary amounts, as we have various
mandatory and contractual obligations, including debt repayments,
that are not deducted to arrive at these amounts. Investors should
view Adjusted FCF and Distributable Cash Flow as supplements to,
and not substitutes for, U.S. GAAP measures of liquidity included
in our condensed consolidated statements of cash flows. Further,
our Adjusted FCF and Distributable Cash Flow may differ from how
other companies define and apply their definition of Adjusted FCF
or other similar measures. The following table provides a
reconciliation of our net cash provided by operating activities to
Adjusted FCF and Distributable Cash Flow for the indicated
periods.
Three months ended
Nine months ended
September 30,
September 30,
2024
2023
2024
2023
in millions
Net cash provided by operating
activities
$
449.5
$
327.1
$
1,241.3
$
1,326.7
Operating-related vendor financing
additions(i)
255.0
167.8
579.4
444.5
Cash capital expenditures, net
(347.1
)
(327.8
)
(987.2
)
(1,016.2
)
Principal payments on operating-related
vendor financing
(216.0
)
(202.0
)
(538.1
)
(470.9
)
Principal payments on capital-related
vendor financing
(47.5
)
(48.6
)
(122.8
)
(210.8
)
Principal payments on finance leases
(2.8
)
(18.8
)
(8.4
)
(25.3
)
Adjusted FCF
91.1
(102.3
)
164.2
48.0
Other affiliate dividends
—
411.7
—
815.2
Distributable Cash Flow
$
91.1
$
309.4
$
164.2
$
863.2
_______________
(i)
For purposes of our condensed
consolidated statements of cash flows, operating-related vendor
financing additions represent operating-related expenses financed
by an intermediary that are treated as constructive operating cash
outflows and constructive financing cash inflows when the
intermediary settles the liability with the vendor. When we pay the
financing intermediary, we record financing cash outflows in our
condensed consolidated statements of cash flows. For purposes of
our Adjusted FCF definition, we (i) add in the constructive
financing cash inflow when the intermediary settles the liability
with the vendor as our actual net cash available at that time is
not affected and (ii) subsequently deduct the related financing
cash outflow when we actually pay the financing intermediary,
reflecting the actual reduction to our cash available to service
debt or fund new investment opportunities.
ARPU: Average Revenue Per Unit is
the average monthly subscription revenue per average fixed customer
relationship or mobile subscriber, as applicable. ARPU per average
fixed-line customer relationship is calculated by dividing the
average monthly subscription revenue from residential fixed and
SOHO services by the average number of fixed-line customer
relationships for the period. ARPU per average mobile subscriber is
calculated by dividing mobile subscription revenue for the
indicated period by the average number of mobile subscribers for
the period. Unless otherwise indicated, ARPU per fixed customer
relationship or mobile subscriber is not adjusted for currency
impacts. ARPU per RGU refers to average monthly revenue per average
RGU, which is calculated by dividing the average monthly
subscription revenue from residential and SOHO services for the
indicated period, by the average number of the applicable RGUs for
the period. Unless otherwise noted, ARPU in this release is
considered to be ARPU per average fixed customer relationship or
mobile subscriber, as applicable. Fixed-line customer
relationships, mobile subscribers and RGUs of entities acquired
during the period are normalized. In addition, for purposes of
calculating the percentage change in ARPU on a rebased basis, which
is a non-GAAP measure, we adjust the prior-year subscription
revenue, fixed-line customer relationships, mobile subscribers and
RGUs, as applicable, to reflect acquisitions, dispositions and FX
on a comparable basis with the current year, consistent with how we
calculate our rebased growth for revenue and Adjusted EBITDA, as
further described in the body of this release.
ARPU per Mobile Subscriber: Our
ARPU per mobile subscriber calculation that excludes interconnect
revenue refers to the average monthly mobile subscription revenue
per average mobile subscriber and is calculated by dividing the
average monthly mobile subscription revenue (excluding handset
sales and late fees) for the indicated period, by the monthly
average of the opening and closing balances of mobile subscribers
in service for the period. Our ARPU per mobile subscriber
calculation that includes interconnect revenue increases the
numerator in the above-described calculation by the amount of
mobile interconnect revenue during the period.
Blended, fully-swapped debt borrowing cost
(or WACD): The weighted average interest rate on our
aggregate variable- and fixed-rate indebtedness (excluding finance
leases and including vendor financing obligations), including the
effects of derivative instruments, original issue premiums or
discounts and commitment fees, but excluding the impact of
financing costs. The weighted average interest rate calculation
includes principal amounts outstanding associated with all of our
secured and unsecured borrowings.
B2B: Business-to-Business.
Customer Churn: The rate at which
customers relinquish their subscriptions. The annual rolling
average basis is calculated by dividing the number of disconnects
during the preceding 12 months by the average number of customer
relationships. For the purpose of computing churn, a disconnect is
deemed to have occurred if the customer no longer receives any
level of service from us and is required to return our equipment. A
partial product downgrade, typically used to encourage customers to
pay an outstanding bill and avoid complete service disconnection,
is not considered to be disconnected for purposes of our churn
calculations. Customers who move within our footprint and upgrades
and downgrades between services are also excluded from the
disconnect figures used in the churn calculation.
Debt and Net Debt Ratios: Our debt
and net debt ratios, which are non-GAAP metrics, are defined as
total debt and net debt, respectively, divided by reported net loss
for the last twelve months (reported LTM net loss) and Adjusted
EBITDA for the last twelve months (LTM Adjusted EBITDA). Net debt
is defined as total debt less cash and cash equivalents and
investments held under SMAs. For purposes of these calculations,
debt is measured using swapped foreign currency rates, consistent
with the covenant calculation requirements of our subsidiary debt
agreements. The following table details the calculation of our debt
and net debt to reported LTM net loss and LTM Adjusted EBITDA
ratios as of and for the twelve months ended September 30, 2024 (in
millions, except ratios):
Reconciliation of reported LTM net loss
to LTM Adjusted EBITDA:
Reported LTM net loss
$
(4,080.4
)
Income tax expense
68.1
Other income, net
(257.1
)
Gain on sale of All3Media
(242.9
)
Share of results of affiliates, net
1,844.8
Loss on debt extinguishment, net
1.4
Realized and unrealized loss due to
changes in fair values of certain investments, net
173.6
Foreign currency transaction loss, net
769.0
Realized and unrealized loss on derivative
instruments, net
653.1
Interest expense
1,008.1
Operating loss
(62.3
)
Impairment, restructuring and other
operating items, net
113.0
Depreciation and amortization
2,146.1
Share-based compensation expense
203.6
LTM Adjusted EBITDA
$
2,400.4
Debt to reported LTM net loss and LTM
Adjusted EBITDA:
Debt and finance lease obligations before
deferred financing costs, discounts and premiums
$
16,002.6
Principal related projected derivative
cash payments
683.6
Vodafone Collar Loan
(1,402.4
)
Adjusted debt and finance lease
obligations before deferred financing costs, discounts and
premiums
$
15,283.8
Reported LTM net loss
$
(4,080.4
)
Debt to reported LTM net loss ratio
(3.7
)
LTM Adjusted EBITDA
$
2,400.4
Debt to LTM Adjusted EBITDA ratio
6.4
Net Debt to reported LTM net loss and
LTM Adjusted EBITDA:
Adjusted debt and finance lease
obligations before deferred financing costs, discounts and
premiums
$
15,283.8
Cash and cash equivalents and investments
held under SMAs
(3,450.9
)
Adjusted net debt and finance lease
obligations before deferred financing costs, discounts and
premiums
$
11,832.9
Reported LTM net loss
$
(4,080.4
)
Net debt to reported LTM net loss
ratio
(2.9
)
LTM Adjusted EBITDA
$
2,400.4
Net debt to LTM Adjusted EBITDA ratio
4.9
Fixed-Line Customer Relationships:
The number of customers who receive at least one of our internet,
video or telephony services that we count as RGUs, without regard
to which or to how many services they subscribe. Fixed-Line
Customer Relationships generally are counted on a unique premises
basis. Accordingly, if an individual receives our services in two
premises (e.g., a primary home and a vacation home), that
individual generally will count as two Fixed-Line Customer
Relationships. We exclude mobile-only customers from Fixed-Line
Customer Relationships.
Fixed-Mobile Convergence (FMC):
Fixed-mobile convergence penetration represents the number of
customers who subscribe to both a fixed broadband internet service
and postpaid mobile telephony service, divided by the total number
of customers who subscribe to our fixed broadband internet
service.
Homes Passed: Homes, residential
multiple dwelling units or commercial units that can be connected
to our networks without materially extending the distribution
plant. Certain of our Homes Passed counts are based on census data
that can change based on either revisions to the data or from new
census results.
Internet Subscriber: A home,
residential multiple dwelling unit or commercial unit that receives
internet services over our networks, or that we service through a
partner network.
Lightning Premises: Includes homes,
residential multiple dwelling units and commercial premises that
potentially could subscribe to our residential or SOHO services,
which have been connected to the VMO2 JV's networks in the U.K. and
Ireland as a part of the Project Lightning network extension
program. Project Lightning infill build relates to construction in
areas adjacent to our existing network.
Mobile Subscriber Count: For
residential and business subscribers, the number of active SIM
cards in service rather than services provided. For example, if a
mobile subscriber has both a data and voice plan on a smartphone
this would equate to one mobile subscriber. Alternatively, a
subscriber who has a voice and data plan for a mobile handset and a
data plan for a laptop would be counted as two mobile subscribers.
Customers who do not pay a recurring monthly fee are excluded from
our mobile telephony subscriber counts after periods of inactivity
ranging from 30 to 90 days, based on industry standards within the
respective country. In a number of countries, our mobile
subscribers receive mobile services pursuant to prepaid
contracts.
MVNO: Mobile Virtual Network
Operator.
RGU: A Revenue Generating Unit is
separately an Internet Subscriber, Video Subscriber or Telephony
Subscriber. A home, residential multiple dwelling unit, or
commercial unit may contain one or more RGUs. For example, if a
residential customer subscribed to our broadband internet service,
video service and fixed-line telephony service, the customer would
constitute three RGUs. Total RGUs is the sum of Internet, Video and
Telephony Subscribers. RGUs generally are counted on a unique
premises basis such that a given premise does not count as more
than one RGU for any given service. On the other hand, if an
individual receives one of our services in two premises (e.g., a
primary home and a vacation home), that individual will count as
two RGUs for that service. Each bundled internet, video or
telephony service is counted as a separate RGU regardless of the
nature of any bundling discount or promotion. Non-paying
subscribers are counted as subscribers during their free
promotional service period. Some of these subscribers may choose to
disconnect after their free service period. Services offered
without charge on a long-term basis (e.g., VIP subscribers or free
service to employees) generally are not counted as RGUs. We do not
include subscriptions to mobile services in our externally reported
RGU counts. In this regard, our RGU counts exclude our separately
reported postpaid and prepaid mobile subscribers.
SIM: Subscriber Identification
Module.
SOHO: Small or Home Office
Subscribers.
Tech Framework: Our
centrally-managed technology and innovation function (our T&I
Function) provides, and allocates charges for, certain products and
services to our consolidated reportable segments (the Tech
Framework). These products and services include CPE hardware and
related essential software, maintenance, hosting and other
services. Our consolidated reportable segments capitalize the
combined cost of the CPE hardware and essential software as
property and equipment additions and the corresponding amounts
charged by our T&I Function are reflected as revenue when
earned.
Telephony Subscriber: A home,
residential multiple dwelling unit or commercial unit that receives
voice services over our networks, or that we service through a
partner network. Telephony Subscribers exclude mobile telephony
subscribers.
U.S. GAAP: Accounting principles
generally accepted in the United States.
Video Subscriber: A home,
residential multiple dwelling unit or commercial unit that receives
our video service over our broadband network or through a partner
network.
YoY: Year-over-year.
Appendix - Supplemental Adjusted EBITDAaL Information
The following table presents (i) Adjusted EBITDA, (ii) finance
lease-related depreciation and interest expense adjustments, (iii)
Adjusted EBITDAaL and (iv) the percentage change from period to
period for Adjusted EBITDA and Adjusted EBITDAaL on both a reported
and rebased basis for each of our reportable segments.
Three months ended
September 30,
Increase/(decrease)
Nine months ended
September 30,
Increase/(decrease)
2024
2023
Reported %
Rebased %
2024
2023
Reported %
Rebased %
in millions, except %
amounts
Adjusted EBITDA:
Sunrise
$
318.9
$
311.0
2.5
0.3
$
886.2
$
861.1
2.9
0.5
Telenet
360.9
339.8
6.2
5.2
981.2
988.7
(0.8
)
(1.4
)
VM Ireland
41.4
45.9
(9.8
)
(10.7
)
127.1
134.7
(5.6
)
(5.9
)
Central and Other(i)
(37.4
)
(83.6
)
55.3
51.1
(94.2
)
(115.3
)
18.3
27.8
Intersegment eliminations(ii)
(15.5
)
(15.4
)
N.M.
N.M.
(45.9
)
(45.6
)
N.M.
N.M.
Total Adjusted EBITDA
$
668.3
$
597.7
11.8
9.4
$
1,854.4
$
1,823.6
1.7
1.1
VMO2 JV(iii)
$
1,170.9
$
1,170.9
—
(2.7
)
$
3,376.9
$
3,335.6
1.2
(1.3
)
VodafoneZiggo JV(iii)
$
527.8
$
518.3
1.8
0.8
$
1,565.5
$
1,474.7
6.2
5.8
Finance lease adjustments:
Sunrise
$
(1.4
)
$
(1.3
)
$
(4.8
)
$
(4.2
)
Telenet
(0.3
)
(0.5
)
(0.8
)
(23.7
)
Central and Other
(0.8
)
(1.9
)
(2.4
)
(6.0
)
Total finance lease adjustments
$
(2.5
)
$
(3.7
)
$
(8.0
)
$
(33.9
)
VMO2 JV(ii)
$
2.7
$
(1.9
)
$
(6.6
)
$
(6.0
)
VodafoneZiggo JV(ii)
$
(2.8
)
$
(2.9
)
$
(8.7
)
$
(7.4
)
Adjusted EBITDAaL:
Sunrise
$
317.5
$
309.7
2.5
0.3
$
881.4
$
856.9
2.9
0.5
Telenet
360.6
339.3
6.3
5.2
980.4
965.0
1.6
(1.9
)
VM Ireland
41.4
45.9
(9.8
)
(10.7
)
127.1
134.7
(5.6
)
(5.9
)
Central and Other(i)
(38.2
)
(85.5
)
55.3
51.4
(96.6
)
(121.3
)
20.4
29.3
Intersegment eliminations(ii)
(15.5
)
(15.4
)
N.M.
N.M.
(45.9
)
(45.6
)
N.M.
N.M.
Total Adjusted EBITDAaL
$
665.8
$
594.0
12.1
9.6
$
1,846.4
$
1,789.7
3.2
1.0
VMO2 JV(iii)
$
1,173.6
$
1,169.0
0.4
(2.3
)
$
3,370.3
$
3,329.6
1.2
(1.4
)
VodafoneZiggo JV(iii)
$
525.0
$
515.4
1.9
0.8
$
1,556.8
$
1,467.3
6.1
5.7
______________________
N.M. - Not Meaningful
(i)
Amounts include development costs
related to our internally-developed software subsequent to our
decision in May 2023 to externally market such software.
(ii)
Amounts relate to the Adjusted
EBITDA impact within our T&I Function related to the Tech
Framework.
(iii)
Amounts reflect 100% of the 50:50
non-consolidated VMO2 JV and VodafoneZiggo JV.
Appendix - Foreign Currency Information
The following table presents the relationships between the
primary currencies of the countries in which we operate and the
U.S. dollar, which is our reporting currency, per one U.S.
dollar:
September 30, 2024
December 31, 2023
Spot rates:
Euro
0.8970
0.9038
Swiss franc
0.8445
0.8392
British pound sterling
0.7462
0.7835
Polish zloty
3.8403
3.9272
Three months ended
September 30,
Nine months ended
September 30,
2024
2023
2024
2023
Average rates:
Euro
0.9101
0.9192
0.9200
0.9232
Swiss franc
0.8657
0.8835
0.8815
0.9025
British pound sterling
0.7689
0.7900
0.7832
0.8039
Polish zloty
3.8977
4.1389
3.9609
4.2337
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241029153334/en/
For more information, please visit www.libertyglobal.com or
contact:
Investor Relations Michael Bishop +44 20 8483 6246
Corporate Communications Bill Myers +1 303 220 6686 Matt
Beake +44 20 8483 6428
Liberty Global (NASDAQ:LBTYK)
Historical Stock Chart
From Oct 2024 to Nov 2024
Liberty Global (NASDAQ:LBTYK)
Historical Stock Chart
From Nov 2023 to Nov 2024
