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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
Commission file number 001-35961
LBTYA-20210331_G1.JPG
Liberty Global plc
(Exact name of Registrant as specified in its charter)
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)
Registrant’s telephone number, including area code:
+44.208.483.6449 or 303.220.6600
Securities registered pursuant to Section 12(b) of the Act:
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
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ         No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  þ        No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer  þ Accelerated Filer ¨  Non-Accelerated Filer ¨  
Smaller Reporting Company  Emerging Growth Company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ¨
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes   No  þ

The number of outstanding ordinary shares of Liberty Global plc as of April 30, 2021 was: 180,357,228 class A ordinary shares, 12,561,294 class B ordinary shares and 371,438,801 class C ordinary shares.




LIBERTY GLOBAL PLC
TABLE OF CONTENTS
 
    Page
Number
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
1
3
4
5
7
9
ITEM 2.
ITEM 3.
ITEM 4.
PART II — OTHER INFORMATION
ITEM 1.
ITEM 2.
ITEM 6.




LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
 
March 31,
2021
December 31,
2020
  in millions
ASSETS
Current assets:
Cash and cash equivalents $ 928.7  $ 1,327.2 
Trade receivables, net 860.0  1,090.7 
Short-term investments (measured at fair value on a recurring basis) (note 5)
1,571.7  1,600.2 
Other current assets (notes 3, 4, 5 and 6)
756.1  831.0 
Total current assets 4,116.5  4,849.1 
Investments and related notes receivable (including $2,057.3 million and $1,865.8 million, respectively, measured at fair value on a recurring basis) (note 5)
5,425.0  5,354.5 
Property and equipment, net (notes 8 and 10)
7,552.1  8,054.1 
Goodwill (note 8)
9,906.4  10,466.7 
Intangible assets subject to amortization, net (note 8)
2,617.8  2,886.0 
Assets held for sale (note 4)
24,954.4  24,282.7 
Other assets, net (notes 3, 4, 6, 8 and 10)
2,875.2  3,199.6 
Total assets $ 57,447.4  $ 59,092.7 
 




























The accompanying notes are an integral part of these condensed consolidated financial statements.
1


LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)
(unaudited)
 
March 31,
2021
December 31,
2020
  in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 616.3  $ 618.2 
Deferred revenue (note 3)
383.3  430.9 
Current portion of debt and finance lease obligations (notes 9 and 10)
1,059.0  1,130.4 
Accrued income taxes (note 11)
269.4  253.6 
Derivative instruments (note 6)
213.9  252.7 
Other accrued and current liabilities (note 10)
1,605.9  1,781.2 
Total current liabilities
4,147.8  4,467.0 
Long-term debt and finance lease obligations (notes 9 and 10)
13,245.4  13,867.3 
Liabilities associated with assets held for sale (note 4)
23,202.3  23,197.2 
Other long-term liabilities (notes 3, 6 and 10)
3,363.8  4,262.8 
Total liabilities
43,959.3  45,794.3 
Commitments and contingencies (notes 6, 9, 11 and 15)
Equity (note 12):
Liberty Global shareholders:
Class A ordinary shares, $0.01 nominal value. Issued and outstanding 180,988,130 shares and 181,348,114 shares, respectively
1.8  1.8 
Class B ordinary shares, $0.01 nominal value. Issued and outstanding 12,561,294 shares and 12,561,444 shares, respectively
0.1  0.1 
Class C ordinary shares, $0.01 nominal value. Issued and outstanding 374,982,853 shares and 386,588,921 shares, respectively
3.7  3.9 
Additional paid-in capital 5,016.7  5,271.7 
Accumulated earnings 6,077.5  4,692.1 
Accumulated other comprehensive earnings, net of taxes 2,696.3  3,693.1 
Treasury shares, at cost (0.1) (0.1)
Total Liberty Global shareholders 13,796.0  13,662.6 
Noncontrolling interests (307.9) (364.2)
Total equity
13,488.1  13,298.4 
Total liabilities and equity $ 57,447.4  $ 59,092.7 
The accompanying notes are an integral part of these condensed consolidated financial statements.
2


LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three months ended
March 31,
  2021 2020
  in millions, except per share amounts
Revenue (notes 3, 4, 5 and 16)
$ 3,615.3  $ 2,875.8 
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services
1,110.6  855.1 
Other operating (note 13)
524.1  420.1 
Selling, general and administrative (SG&A) (note 13)
676.7  505.5 
Depreciation and amortization 634.2  783.5 
Impairment, restructuring and other operating items, net 44.4  31.0 
2,990.0  2,595.2 
Operating income
625.3  280.6 
Non-operating income (expense):
Interest expense (335.1) (313.3)
Realized and unrealized gains on derivative instruments, net (note 6)
811.1  1,237.3 
Foreign currency transaction gains, net 303.1  391.7 
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net (notes 5, 7 and 9)
194.6  (529.8)
Losses on debt extinguishment, net (note 9)
—  (54.5)
Share of results of affiliates, net (note 5)
1.7  33.4 
Other income, net
10.1  52.4 
985.5  817.2 
Earnings before income taxes 1,610.8  1,097.8 
Income tax expense (note 11)
(170.5) (80.1)
Net earnings 1,440.3  1,017.7 
Net earnings attributable to noncontrolling interests (54.9) (67.9)
Net earnings attributable to Liberty Global shareholders $ 1,385.4  $ 949.8 
Basic earnings attributable to Liberty Global shareholders per share (note 14)
$ 2.41  $ 1.51 
Diluted earnings attributable to Liberty Global shareholders per share (note 14)
$ 2.37  $ 1.50 

The accompanying notes are an integral part of these condensed consolidated financial statements.
3


LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
(unaudited)
 
Three months ended
March 31,
2021 2020
  in millions
Net earnings $ 1,440.3  $ 1,017.7 
Other comprehensive loss, net of taxes:
Foreign currency translation adjustments
(996.7) (1,070.9)
Pension-related adjustments and other
(0.1) (2.3)
Other comprehensive loss (996.8) (1,073.2)
Comprehensive earnings (loss) 443.5  (55.5)
Comprehensive earnings attributable to noncontrolling interests (54.9) (67.2)
Comprehensive earnings (loss) attributable to Liberty Global shareholders $ 388.6  $ (122.7)


























The accompanying notes are an integral part of these condensed consolidated financial statements.
4


LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)

  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 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 

The accompanying notes are an integral part of these condensed consolidated financial statements


LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
(unaudited)

  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, 2021 $ 1.8  $ 0.1  $ 3.9  $ 5,271.7  $ 4,692.1  $ 3,693.1  $ (0.1) $ 13,662.6  $ (364.2) $ 13,298.4 
Net earnings —  —  —  —  1,385.4  —  —  1,385.4  54.9  1,440.3 
Other comprehensive loss, net of taxes —  —  —  —  —  (996.8) —  (996.8) —  (996.8)
Repurchases and cancellations of Liberty Global ordinary shares (note 12)
—  —  (0.2) (323.2) —  —  —  (323.4) —  (323.4)
Share-based compensation (note 13)
—  —  —  49.4  —  —  —  49.4  —  49.4 
Adjustments due to changes in subsidiaries’ equity and other, net —  —  —  18.8  —  —  —  18.8  1.4  20.2 
Balance at March 31, 2021 $ 1.8  $ 0.1  $ 3.7  $ 5,016.7  $ 6,077.5  $ 2,696.3  $ (0.1) $ 13,796.0  $ (307.9) $ 13,488.1 

The accompanying notes are an integral part of these condensed consolidated financial statements


LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) 

Three months ended
  March 31,
  2021 2020
  in millions
Cash flows from operating activities:
Net earnings $ 1,440.3  $ 1,017.7 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Share-based compensation expense 63.4  55.2 
Depreciation and amortization 634.2  783.5 
Impairment, restructuring and other operating items, net 44.4  31.0 
Amortization of deferred financing costs and non-cash interest 10.3  12.7 
Realized and unrealized gains on derivative instruments, net (811.1) (1,237.3)
Foreign currency transaction gains, net (303.1) (391.7)
Realized and unrealized losses (gains) due to changes in fair values of certain investments and debt, net (194.6) 529.8 
Losses on debt extinguishment, net
—  54.5 
Share of results of affiliates, net
(1.7) (33.4)
Deferred income tax expense 123.4  115.8 
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions
(184.3) (488.0)
Net cash provided by operating activities 821.2  449.8 
Cash flows from investing activities:
Cash paid for investments (1,551.0) (3,221.0)
Cash received from sale of investments 1,540.3  1,221.6 
Capital expenditures, net (475.8) (347.8)
Other investing activities, net (22.9) (2.0)
Net cash used by investing activities $ (509.4) $ (2,349.2)
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7


LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(unaudited)

Three months ended
  March 31,
  2021 2020
  in millions
Cash flows from financing activities:
Repayments and repurchases of debt and finance lease obligations $ (1,365.1) $ (2,441.3)
Borrowings of debt 1,007.2  1,961.3 
Repurchases of Liberty Global ordinary shares (311.2) (199.3)
Net cash paid related to derivative instruments (11.5) (27.4)
Payment of financing costs and debt premiums (3.3) (43.6)
Repurchases by Telenet of its outstanding shares —  (32.0)
Other financing activities, net (15.8) (0.9)
Net cash used by financing activities (699.7) (783.2)
Effect of exchange rate changes on cash and cash equivalents and restricted cash (46.3) (16.2)
Net decrease in cash and cash equivalents and restricted cash (434.2) (2,698.8)
Cash and cash equivalents and restricted cash:
Beginning of period 4,717.3  8,180.9 
Net decrease (434.2) (2,698.8)
End of period $ 4,283.1  $ 5,482.1 
Cash paid for interest $ 405.3  $ 389.7 
Net cash received for taxes $ 7.6  $ 4.7 
Details of end of period cash and cash equivalents and restricted cash:
Cash and cash equivalents $ 928.7  $ 5,440.5 
Restricted cash included in other current assets and other assets, net 6.4  40.5 
Cash and cash equivalents and restricted cash included in assets held for sale 3,348.0  1.1 
Total cash and cash equivalents and restricted cash $ 4,283.1  $ 5,482.1 
The accompanying notes are an integral part of these condensed consolidated financial statements.
8


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements
March 31, 2021
(unaudited)

(1)   Basis of Presentation

Liberty Global plc (Liberty Global) is a public limited company organized under the laws of England and Wales. In these notes, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries. We are an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe.

Our operations comprise businesses that provide residential and business-to-business (B2B) communications services in (i) the United Kingdom (U.K.) through Virgin Media Inc. (Virgin Media), a wholly-owned subsidiary of Liberty Global, (ii) Ireland through Newco Holdco 6 Limited, a wholly-owned subsidiary of Liberty Global, (iii) Belgium through Telenet Group Holding N.V. (Telenet), a 60.7%-owned subsidiary of Liberty Global, and (iv) Switzerland, Poland and Slovakia through various wholly-owned subsidiaries that we collectively refer to as “UPC Holding.” In addition, we own a 50% noncontrolling interest in a 50:50 joint venture between Vodafone Group plc (Vodafone) and Liberty Global (the VodafoneZiggo JV), which provides residential and B2B communication services in the Netherlands.

Effective May 7, 2020, in connection with the pending formation of the U.K. JV (as defined in note 4), we began accounting for the U.K. JV Entities (as defined in note 4) as held for sale. Accordingly, the assets and liabilities of the U.K. JV Entities are included in assets held for sale and liabilities associated with assets held for sale, respectively, on our March 31, 2021 condensed consolidated balance sheet. Consistent with the applicable guidance, we have not reflected similar reclassifications in our condensed consolidated statements of operations or cash flows. For additional information, see note 4.

Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or Securities and Exchange Commission rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our 2020 consolidated financial statements and notes thereto included in our 2020 Annual Report on Form 10-K, as amended (our 10-K).

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, allowances for uncollectible accounts, certain components of revenue, programming and copyright costs, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities, lease terms, useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates.

Unless otherwise indicated, ownership percentages and convenience translations into United States (U.S.) dollars are calculated as of March 31, 2021.


9


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


(2)    Accounting Changes

ASU 2019-12

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. We adopted ASU 2019-12 on January 1, 2021, and such adoption did not have a significant impact on our consolidated financial statements.

ASU 2018-15

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), which requires entities to defer implementation costs incurred that are related to the application development stage in a cloud computing arrangement that is a service contract. ASU 2018-15 requires deferred implementation costs to be amortized over the term of the cloud computing arrangement and presented in the same expense line item as the cloud computing arrangement. All other implementation costs are generally expensed as incurred. We adopted ASU 2018-15 on January 1, 2020 on a prospective basis. As a result of the adoption of ASU 2018-15, (i) certain implementation costs that were previously expensed as incurred are now deferred as prepaid expenses and amortized over the term of the cloud computing arrangement and (ii) certain costs associated with developing interfaces between a cloud computing arrangement and internal-use software that were previously capitalized as property and equipment are now deferred as prepaid expenses and amortized over the term of the cloud computing arrangement. The adoption of ASU 2018-15 did not have a significant impact on our consolidated financial statements.

(3)    Revenue Recognition and Related Costs

Contract Balances

The timing of our recognition of revenue may differ from the timing of invoicing our customers. We record a trade receivable when we have transferred goods or services to a customer but have not yet received payment. Our trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated $51.8 million and $49.8 million at March 31, 2021 and December 31, 2020, respectively.

If we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract asset. Contract assets typically arise from the uniform recognition of introductory promotional discounts over the contract period and accrued revenue for handset sales. Our contract assets were $46.6 million and $44.3 million as of March 31, 2021 and December 31, 2020, respectively. The current and long-term portions of our contract asset balances are included within other current assets and other assets, net, respectively, on our condensed consolidated balance sheets.
We record deferred revenue when we receive payment prior to transferring goods or services to a customer. We primarily defer revenue for (i) installation and other upfront services and (ii) other services that are invoiced prior to when services are provided. Our deferred revenue balances were $393.6 million and $442.6 million as of March 31, 2021 and December 31, 2020, respectively. The decrease in deferred revenue for the three months ended March 31, 2021 is primarily due to the net effect of (a) the recognition of $176.2 million of revenue that was included in our deferred revenue balance at December 31, 2020 and (b) advanced billings in certain markets. The long-term portions of our deferred revenue balances are included within other long-term liabilities on our condensed consolidated balance sheets.

10


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


Contract Costs

Our aggregate assets associated with incremental costs to obtain and fulfill our contracts were $49.5 million and $46.6 million at March 31, 2021 and December 31, 2020, respectively. The current and long-term portions of our assets related to contract costs are included within other current assets and other assets, net, respectively, on our condensed consolidated balance sheets. We amortized $49.8 million and $37.7 million during the three months ended March 31, 2021 and 2020, respectively, to operating costs and expenses related to these assets.

Unsatisfied Performance Obligations

A large portion of our revenue is derived from customers who are not subject to contracts. Revenue from customers who are subject to contracts is generally recognized over the term of such contracts, which is typically 12 months for our residential service contracts, one to three years for our mobile service contracts and one to five years for our B2B service contracts.

(4)    Acquisitions and Dispositions

2020 Acquisition

Sunrise Acquisition. On November 11, 2020, Liberty Global completed the acquisition of Sunrise Communications Group AG (Sunrise) (the Sunrise Acquisition). The Sunrise Acquisition was effected through an all cash public tender offer of the outstanding shares of Sunrise (the Sunrise Shares) for CHF 110 ($120 at transaction date) per share, for a total purchase price of CHF 5.0 billion ($5.4 billion at the transaction date). As of March 31, 2021 Liberty Global held 99.2% of the share capital of Sunrise and, during April 2021, acquired the remaining 0.8% of Sunrise Shares through a statutory “squeeze-out” procedure according to applicable Swiss law. As of March 31, 2021, we have recorded a liability of $41.2 million associated with the Sunrise Shares that we acquired in April 2021.

Pro Forma Information

The following unaudited pro forma consolidated operating results give effect to the Sunrise Acquisition as if it had been completed as of January 1, 2019. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if the Sunrise Acquisition had occurred on such date. The pro forma adjustments are based on certain assumptions that we believe are reasonable.

Three months ended March 31, 2020
(unaudited)
in millions, except per share amount
Revenue $ 3,350.4 
Net earnings attributable to Liberty Global shareholders
$ 895.9 
Basic and diluted earnings attributable to Liberty Global shareholders per share
$ 1.42 

Pending Joint Venture Transactions

U.K. JV Transaction. On May 7, 2020, we entered into a Contribution Agreement (the Contribution Agreement) with, among others, Telefonica SA (Telefónica). Pursuant to the Contribution Agreement, Liberty Global and Telefónica agreed to form a 50:50 joint venture (the U.K. JV), which will combine Virgin Media’s operations in the U.K. along with certain other Liberty Global subsidiaries created as a result of the pending U.K. JV (together, the U.K. JV Entities) with Telefónica’s mobile business in the U.K. to create a nationwide integrated communications provider. In our segment presentation, the U.K. JV Entities are included in our U.K./Ireland segment.

11


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


The consummation of the transaction contemplated by the Contribution Agreement is subject to certain conditions, including competition clearance by the applicable regulatory authorities. The Contribution Agreement also includes customary termination rights, including a right of the parties to terminate the agreement if the transaction has not closed within 24 months following the date of the Contribution Agreement, which may be extended by six months under certain circumstances. We currently expect the U.K. JV transaction to close in June 2021. Following completion of the transaction, we expect to account for our 50% interest in the U.K. JV as an equity method investment.

Effective with the signing of the Contribution Agreement, we began accounting for the U.K. JV Entities as held for sale. Accordingly, we ceased to depreciate or amortize the long-lived assets of the U.K. JV Entities. We have not presented the U.K. JV Entities as a discontinued operation as this transaction does not represent a strategic shift that will have a major effect on our financial results or operations. The carrying amounts of the major classes of assets and liabilities associated with the U.K. JV Entities that are classified as held for sale on our condensed consolidated balance sheets are as follows:

March 31, 2021 December 31, 2020
in millions
Assets:
Current assets (a)
$ 4,676.0  $ 4,519.8 
Property and equipment, net
9,037.5  8,614.0 
Goodwill
8,005.2  7,918.5 
Other assets, net
3,190.4  3,230.4 
Total assets
$ 24,909.1  $ 24,282.7 
Liabilities:
Current portion of debt and finance lease obligations
$ 2,865.9  $ 2,699.5 
Other accrued and current liabilities
2,144.6  2,207.3 
Long-term debt and finance lease obligations
16,707.8  16,724.1 
Other long-term liabilities
1,375.6  1,566.3 
Total liabilities
$ 23,093.9  $ 23,197.2 
_______________ 

(a)Amounts include the restricted cash resulting from certain financing transactions completed in 2020, as such restricted cash will be contributed to the U.K. JV. Amounts exclude the cash and cash equivalents of the U.K. JV Entities, which will be retained by Liberty Global upon the formation of the U.K. JV and are therefore not classified as held for sale.

Other. In addition to the amounts presented above, our assets and liabilities that are classified as held for sale on our March 31, 2021 condensed consolidated balance sheet include those associated with a less significant 50:50 joint venture agreement that we entered into in February 2021. Upon closing of the transaction, which we expect will occur during the second quarter of 2021, the associated held-for-sale assets and liabilities will be contributed to this joint venture, and we will account for our 50% interest in the joint venture as an equity method investment.


12


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


(5)    Investments

The details of our investments are set forth below:
Accounting Method March 31,
2021
December 31,
2020
Ownership (a)
  in millions %
Equity (b):
Long-term:
VodafoneZiggo JV (c) $ 2,924.8  $ 3,052.3  50.0
All3Media Group (All3Media)
160.3  157.7  50.0
Formula E Holdings Ltd (Formula E)
110.2  105.8  32.9
Other
172.4  172.9 
Total — equity
3,367.7  3,488.7 
Fair value:  
Short-term:
Separately-managed accounts (SMAs) (d)
1,571.7  1,600.2 
Long-term:
ITV plc (ITV) — subject to re-use rights (e)
660.8  581.0  9.9
SMAs (d) 389.5  365.7 
Skillz Inc. 198.3  225.4  2.8
Plume Design, Inc. (Plume)
110.0  54.9  12.1
Univision Holdings Inc. 100.0  100.0  11.5
Lions Gate Entertainment Corp (Lionsgate)
92.8  72.0  3.0
CANAL+ Polska S.A. 87.5  92.3  17.0
EdgeConneX Inc. (EdgeConneX)
85.1  75.1  5.1
Other (f) 333.3  299.4 
Total — fair value
3,629.0  3,466.0 
Total investments (g) $ 6,996.7  $ 6,954.7 
Short-term investments $ 1,571.7  $ 1,600.2 
Long-term investments $ 5,425.0  $ 5,354.5 
_______________

(a)Our ownership percentages are determined based on our legal ownership as of the most recent balance sheet date or are estimated based on the number of shares we own and the most recent publicly-available information.

(b)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. Accordingly, the carrying values of our equity method investments may not equal the respective fair values. At March 31, 2021 and December 31, 2020, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the respective investee’s net assets by $1,154.9 million and $1,198.5 million, respectively, which include amounts associated with the VodafoneZiggo JV Receivables, as defined below, and amounts we are owed under a long-term note receivable from All3Media.

(c)Amounts include certain notes receivable due from a subsidiary of the VodafoneZiggo JV to a subsidiary of Liberty Global comprising (i) a euro-denominated note receivable with a principal amount of $822.5 million and $855.8 million, respectively (the VodafoneZiggo JV Receivable I), and (ii) a euro-denominated note receivable with a principal amount of $122.1 million and $127.1 million, respectively (the VodafoneZiggo JV Receivable II and, together with the
13


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


VodafoneZiggo JV Receivable I, the VodafoneZiggo JV Receivables). The VodafoneZiggo JV Receivables bear interest at 5.55% and have a final maturity date of December 31, 2030. During the three months ended March 31, 2021, interest accrued on the VodafoneZiggo JV Receivables was $13.4 million, all of which has been cash settled.

(d)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 March 31, 2021, all of our investments held under SMAs were classified as available-for-sale debt securities. At March 31, 2021 and December 31, 2020, interest accrued on our debt securities, which is included in other current assets on our condensed consolidated balance sheets, was $6.2 million and $7.1 million, respectively.

(e)In connection with our investment in ITV, we entered into a share collar (the ITV Collar) with respect to the ITV shares held by our company. The aggregate purchase price paid to acquire our investment in ITV was financed through borrowings under a secured borrowing agreement (the ITV Collar Loan). Beginning in the third quarter of 2020 through March 31, 2021, we cash settled a portion of the ITV Collar Loan and unwound the associated portion of the ITV Collar. As of March 31, 2021, (i) certain of the ITV shares our company held remain subject to the ITV Collar and were pledged as collateral under the ITV Collar Loan and (ii) the fair value of the ITV Collar was a net asset of $77.1 million and principal borrowings outstanding under the ITV Collar Loan were $138.4 million. In April 2021, we cash settled all remaining amounts under the ITV Collar Loan and completed the unwind of the ITV Collar. Accordingly, we currently hold 398.5 million shares of ITV, and these shares are no longer subject to a share collar nor are they pledged as collateral under a secured borrowing arrangement.

(f)As of March 31, 2021 and December 31, 2020, we held a noncontrolling junior interest in receivables we have securitized of $9.8 million and $9.7 million, respectively.

(g)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.

Equity Method Investments

The following table sets forth the details of our share of results of affiliates, net:
  Three months ended March 31,
  2021 2020
  in millions
All3Media $ (9.0) $ (24.9)
Formula E 8.7  (1.2)
VodafoneZiggo JV (a)
4.7  61.1 
Other (2.7) (1.6)
Total $ 1.7  $ 33.4 
_______________

(a)Amounts include the net effect of (i) 100% of the interest income earned on the VodafoneZiggo JV Receivables and (ii) our 50% share of the results of operations of the VodafoneZiggo JV.

VodafoneZiggo JV. Pursuant to an agreement (the Framework Agreement), Liberty Global provides certain services to the VodafoneZiggo JV (collectively, the JV Services). The JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by, or will otherwise benefit, the VodafoneZiggo JV. Liberty Global charges both fixed and usage-based fees to the VodafoneZiggo JV for the JV Services provided during the term of the Framework Agreement. We recorded revenue from the VodafoneZiggo JV of $50.7 million and $46.7 million during the three months ended March 31, 2021 and 2020, respectively, primarily related to (a) the JV Services
14


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


and (b) sales of customer premises equipment at a mark-up. At March 31, 2021 and December 31, 2020, $34.8 million and $27.4 million, respectively, were due from the VodafoneZiggo JV related to the aforementioned transactions. The amounts due from the VodafoneZiggo JV, which are periodically cash settled, are included in other current assets on our condensed consolidated balance sheets.

The summarized results of operations of the VodafoneZiggo JV are set forth below:
Three months ended March 31,
2021 2020
in millions
Revenue $ 1,217.0  $ 1,097.1 
Earnings (loss) before income taxes $ (21.4) $ 124.9 
Net earnings (loss)
$ (16.1) $ 99.7 

Fair Value Investments

The following table sets forth the details of our realized and unrealized gains (losses) due to changes in fair value, net:
  Three months ended March 31,
  2021 2020
  in millions
ITV $ 79.8  $ (471.9)
Plume 55.1  — 
Lionsgate 20.8  (29.4)
EdgeConneX 13.1  — 
Other, net 25.8  (26.7)
Total $ 194.6  $ (528.0)

Debt Securities
As of March 31, 2021 and December 31, 2020, all of our SMAs are composed of debt securities, which are summarized in the following tables:
March 31, 2021
Amortized cost basis Accumulated unrealized gains (losses) Fair value
in millions
Government bonds $ 473.0  $ (0.2) $ 472.8 
Corporate debt securities 710.4  1.2  711.6 
Commercial paper 495.6  0.2  495.8 
Certificates of deposit 260.7  —  260.7 
Other debt securities 20.3  —  20.3 
Total debt securities $ 1,960.0  $ 1.2  $ 1,961.2 
15


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


December 31, 2020
Amortized cost basis Accumulated unrealized gains Fair value
in millions
Corporate debt securities $ 713.2  $ 2.3  $ 715.5 
Commercial paper 523.7  0.6  524.3 
Government bonds 474.8  0.2  475.0 
Certificates of deposit 251.0  0.1  251.1 
Total debt securities $ 1,962.7  $ 3.2  $ 1,965.9 

During the three months ended March 31, 2021 and 2020, we received proceeds from the sale of debt securities of $1.5 billion and $1.2 billion, respectively, the majority of which were reinvested in new debt securities held under SMAs. The sale of debt securities during the three months ended March 31, 2021 and 2020 resulted in realized net losses of $1.3 million and nil, respectively.

The fair value of our debt securities as of March 31, 2021 by contractual maturity are shown below (in millions):
Due in one year or less $ 1,571.7 
Due in one to five years 383.7 
Due in five to ten years 5.8 
Total (a) $ 1,961.2 
_______________

(a)The weighted average life of our total debt securities was 0.6 years as of March 31, 2021.

(6)    Derivative Instruments

In general, we enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt, (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity, and (iii) decreases in the market prices of certain publicly traded securities that we own. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure primarily with respect to the U.S. dollar ($), the euro (), the British pound sterling (£), the Swiss franc (CHF) and the Polish zloty (PLN). Generally, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments, net, in our condensed consolidated statements of operations.

16


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


The following table provides details of the fair values of our derivative instrument assets and liabilities:
  March 31, 2021 December 31, 2020
  Current Long-term Total Current Long-term Total
  in millions
Assets (a):
Cross-currency and interest rate derivative contracts (b)
$ 101.5  $ 323.7  $ 425.2  $ 148.8  $ 418.4  $ 567.2 
Equity-related derivative instruments (c)
25.1  115.3  140.4  49.3  231.6  280.9 
Foreign currency forward and option contracts
6.5  0.2  6.7  36.5  0.1  36.6 
Other 0.1  0.1  0.2  —  0.1  0.1 
Total $ 133.2  $ 439.3  $ 572.5  $ 234.6  $ 650.2  $ 884.8 
Liabilities (a):
Cross-currency and interest rate derivative contracts (b)
$ 159.0  $ 614.8  $ 773.8  $ 171.2  $ 1,364.1  $ 1,535.3 
Foreign currency forward and option contracts
54.8  —  54.8  81.5  —  81.5 
Other 0.1  —  0.1  —  —  — 
Total $ 213.9  $ 614.8  $ 828.7  $ 252.7  $ 1,364.1  $ 1,616.8 
_______________ 

(a)Our current derivative assets, long-term derivative assets and long-term derivative liabilities are included in other current assets, 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 ($39.0 million) and $66.3 million during the three months ended March 31, 2021 and 2020, respectively. These amounts are included in realized and unrealized gains on derivative instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 7.

(c)Our equity-related derivative instruments include the ITV Collar. The fair value of the ITV Collar does 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 arrangement. As further described in note 5, the ITV Collar was fully unwound in April 2021.

17


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


The details of our realized and unrealized gains on derivative instruments, net, are as follows:
Three months ended March 31,
  2021 2020
  in millions
Cross-currency and interest rate derivative contracts $ 784.6  $ 842.3 
Equity-related derivative instruments:
ITV Collar (10.6) 383.4 
Other 35.1  7.0 
Total equity-related derivative instruments 24.5  390.4 
Foreign currency forward and option contracts 2.1  5.7 
Other (0.1) (1.1)
Total $ 811.1  $ 1,237.3 
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our condensed consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows. For derivative contracts that are terminated prior to maturity, the cash paid or received upon termination that relates to future periods is classified as a financing activity. The following table sets forth the classification of the net cash outflows of our derivative instruments:
Three months ended
March 31,
  2021 2020
  in millions
Operating activities $ (158.0) $ (213.7)
Investing activities 1.6  — 
Financing activities (11.5) (27.4)
Total $ (167.9) $ (241.1)

Counterparty Credit Risk

We are exposed to the risk that the counterparties to the derivative instruments of our subsidiary borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral is generally not posted by either party under our derivative instruments. At March 31, 2021, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $130.5 million.

18


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


Details of our Derivative Instruments

Cross-currency Derivative Contracts

We generally match the denomination of our subsidiaries’ borrowings with the functional currency of the supporting operations or, when it is more cost effective, we provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At March 31, 2021, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations. The following table sets forth the total notional amounts and the related weighted average remaining contractual lives of our cross-currency swap contracts at March 31, 2021:
Notional amount
due from counterparty
Notional amount
due to counterparty
Weighted average remaining life
 
in millions in years
UPC Holding
$ 360.0  267.9  4.5
$ 4,200.0  CHF 3,838.7  (a)(b) 6.8
3,233.3  CHF 3,602.9  (a)(b) 4.7
707.0  PLN 2,999.5  3.1
CHF 740.0  701.1  1.8
Telenet
$ 3,940.0  3,489.6  (a) 5.8
45.2  $ 50.0  (c) 3.8
_______________ 

(a)Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to March 31, 2021. These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.

(b)Includes amounts subject to a 0.0% floor.

(c)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 March 31, 2021, the total U.S. dollar equivalent of the notional amount of these derivative instruments was $53.1 million.

Interest Rate Swap Contracts

The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at March 31, 2021:
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 $ 8,996.6  (a) 3.8 $ 4,713.8  4.7
Telenet $ 3,389.0  (a) 4.0 $ 1,676.7  2.5
_______________ 

(a)Includes forward-starting derivative instruments.
19


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


Interest Rate Swap Options

From time to time, we enter into interest rate swap options (swaptions), which give us the right, but not the obligation, to enter into certain interest rate swap contracts at set dates in the future. Such contracts typically have a life of no more than three years. At March 31, 2021, the option expiration period on each of our swaptions had expired.

Basis Swaps

Our basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and related weighted average remaining contractual lives of our basis swap contracts at March 31, 2021:
Notional amount due from counterparty Weighted average remaining life
 
in millions in years
UPC Holding
$ 3,300.0  (a) 0.4
Telenet
$ 2,295.0  (a) 0.8
______________ 

(a)Includes amounts subject to a 0.0% floor.

Interest Rate Caps, Floors and Collars

From time to time, we enter into interest rate cap, floor and collar agreements. Purchased interest rate caps and collars lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars, from declines in market rates. Purchased interest rate floors protect us from interest rates falling below a certain level, generally to match a floating rate floor on a debt instrument. At March 31, 2021, we had no interest rate collar agreements, and the total U.S. dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $470.0 million and $7,839.3 million, respectively.

Impact of Derivative Instruments on Borrowing Costs

The impact of the derivative instruments that mitigate our foreign currency and interest rate risk, as described above, on our borrowing costs is as follows:
Increase to
borrowing costs at
March 31, 2021 (a)
 
UPC Holding
0.30  %
Telenet
0.36  %
Total increase to borrowing costs 0.31  %
_______________ 

(a)Represents the effect of derivative instruments in effect at March 31, 2021 and does not include forward-starting derivative instruments.

20


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


Foreign Currency Forwards and Options

Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency exposure. As of March 31, 2021, the total U.S. dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $1.5 billion.

(7)    Fair Value Measurements

We use the fair value method to account for (i) certain of our investments, (ii) our derivative instruments and (iii) certain instruments that we classify as debt. The reported fair values of these investments and instruments as of March 31, 2021 are unlikely to represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities.

GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. We record transfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter during which the transfer occurred.

We use a Monte Carlo based approach to incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. Our credit risk valuation adjustments with respect to our cross-currency and interest rate swaps are quantified and further explained in note 6.

Fair value measurements are also used in connection with nonrecurring valuations performed in connection with acquisition accounting and impairment assessments. The nonrecurring valuations associated with acquisition accounting primarily include the valuation of reporting units, customer relationship and other intangible assets and property and equipment. Unless a reporting unit has a readily determinable fair value, the valuation of reporting units is based at least in part on discounted cash flow analyses. With the exception of certain inputs for our weighted average cost of capital and discount rate calculations that are derived from pricing services, the inputs used in our discounted cash flow analyses, such as forecasts of future cash flows, are based on our assumptions. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology requires us to estimate the specific cash flows expected from the customer relationship, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer relationship, contributory asset charges and other factors. Tangible assets are typically valued using a replacement or reproduction cost approach, considering factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence. Most of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. During the three months ended March 31, 2021 and 2020, we did not perform any significant nonrecurring fair value measurements.

For additional information concerning our fair value measurements, see note 9 to the consolidated financial statements included in our 10-K.

21


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:
    Fair value measurements at 
March 31, 2021 using:
Description March 31,
2021
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
$ 425.2  $ —  $ 425.2  $ — 
Equity-related derivative instruments
140.4  —  —  140.4 
Foreign currency forward and option contracts
6.7  —  6.7  — 
Other
0.2  —  0.2  — 
Total derivative instruments
572.5  —  432.1  140.4 
Investments:
SMAs 1,961.2  426.0  1,535.2  — 
Other investments 1,667.8  961.6  87.5  618.7 
Total investments
3,629.0  1,387.6  1,622.7  618.7 
Total assets
$ 4,201.5  $ 1,387.6  $ 2,054.8  $ 759.1 
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts
$ 773.8  $ —  $ 773.8  $ — 
Foreign currency forward and option contracts
54.8  —  54.8  — 
Other
0.1  —  0.1  — 
Total liabilities $ 828.7  $ —  $ 828.7  $ — 
22


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


    Fair value measurements at 
December 31, 2020 using:
Description December 31, 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
$ 567.2  $ —  $ 567.2  $ — 
Equity-related derivative instruments
280.9  —  —  280.9 
Foreign currency forward and option contracts
36.6  —  36.6  — 
Other
0.1  —  0.1  — 
Total derivative instruments
884.8  —  603.9  280.9 
Investments:
SMAs 1,965.9  405.7  1,560.2  — 
Other investments 1,500.1  888.2  92.3  519.6 
Total investments 3,466.0  1,293.9  1,652.5  519.6 
Total assets
$ 4,350.8  $ 1,293.9  $ 2,256.4  $ 800.5 
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts
$ 1,535.3  $ —  $ 1,535.3  $ — 
Foreign currency forward and option contracts
81.5  —  81.5  — 
Total liabilities $ 1,616.8  $ —  $ 1,616.8  $ — 

A reconciliation of the beginning and ending balances of our assets and liabilities measured at fair value on a recurring basis using significant unobservable, or Level 3, inputs is as follows:
Investments Cross-currency, interest rate and foreign currency derivative contracts Equity-related
derivative
instruments
Total
  in millions
Balance of net assets at January 1, 2021 $ 519.6  $ —  $ 280.9  $ 800.5 
Gains included in earnings (a):
Realized and unrealized gains on derivative instruments, net
—  179.4  24.5  203.9 
Realized and unrealized gains due to changes in fair values of certain investments and debt, net
100.9  —  —  100.9 
Partial settlement of ITV Collar (b) —  —  (164.9) (164.9)
Additions 4.3  —  —  4.3 
Reclassification of asset to held for sale (c) —  (179.4) —  (179.4)
Foreign currency translation adjustments and other, net
(6.1) —  (0.1) (6.2)
Balance of net assets at March 31, 2021 $ 618.7  $ —  $ 140.4  $ 759.1 
_______________
23


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)



(a)Most of these net gains relate to assets and liabilities that we continue to carry on our condensed consolidated balance sheet as of March 31, 2021.

(b)For additional information regarding the ITV Collar, see note 5.

(c)Represents the reclassification of the derivative assets associated with the U.K. JV Entities as of March 31, 2021 to assets held for sale. For information regarding the held-for-sale presentation of the U.K. JV Entities, see note 4.

(8)    Long-lived Assets

Property and Equipment, Net
        
The details of our property and equipment and the related accumulated depreciation are set forth below:
March 31,
2021
December 31,
2020
  in millions
Distribution systems $ 9,893.0  $ 10,264.0 
Customer premises equipment 1,719.4  1,800.4 
Support equipment, buildings and land 4,132.1  4,491.9 
Total property and equipment, gross 15,744.5  16,556.3 
Accumulated depreciation (8,192.4) (8,502.2)
Total property and equipment, net
$ 7,552.1  $ 8,054.1 

During the three months ended March 31, 2021 and 2020, we recorded non-cash increases to our property and equipment related to vendor financing arrangements (including amounts related to the U.K. JV Entities) of $328.2 million and $370.9 million, respectively, which exclude related value-added taxes (VAT) of $41.4 million and $63.6 million, respectively, that were also financed under these arrangements.

Goodwill

Changes in the carrying amount of our goodwill during the three months ended March 31, 2021 are set forth below:
January 1, 2021 Acquisitions
and related
adjustments
Foreign
currency
translation
adjustments and other
March 31, 2021
  in millions
Switzerland $ 6,816.0  $ 0.4  $ (412.0) $ 6,404.4 
Belgium 2,783.7  —  (108.3) 2,675.4 
Central and Eastern Europe 570.2  —  (28.9) 541.3 
U.K./Ireland 296.2  —  (11.5) 284.7 
Central and Corporate 0.6  —  —  0.6 
Total $ 10,466.7  $ 0.4  $ (560.7) $ 9,906.4 

If, among other factors, (i) our equity values were to decline or (ii) the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such impairment charges could be significant.

24


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


Intangible Assets Subject to Amortization, Net

The details of our intangible assets subject to amortization are set forth below:
March 31, 2021 December 31, 2020
Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount
  in millions
Customer relationships $ 2,287.9  $ (327.5) $ 1,960.4  $ 2,426.6  $ (246.4) $ 2,180.2 
Other 1,031.8  (374.4) 657.4  1,072.1  (366.3) 705.8 
Total
$ 3,319.7  $ (701.9) $ 2,617.8  $ 3,498.7  $ (612.7) $ 2,886.0 

(9)    Debt

The U.S. dollar equivalents of the components of our debt are as follows:
  March 31, 2021 Principal amount
Weighted
average
interest
rate (a)
Unused borrowing
capacity (b)
Borrowing currency U.S. $
equivalent
March 31, 2021 December 31,
2020
    in millions
UPC Holding Bank Facility (c) 3.29  % 716.6  $ 842.0  $ 4,710.0  $ 4,767.1 
UPCB SPE Notes 3.80  % —  —  1,339.5  1,393.7 
UPC Holding Senior Notes 4.58  % —  —  1,233.2  1,261.5 
Telenet Credit Facility (d) 2.16  % 555.0  652.1  3,599.3  3,652.0 
Telenet Senior Secured Notes 4.72  % —  —  1,634.5  1,660.2 
Vendor financing (e) 2.23  % —  —  1,077.3  1,142.9 
ITV Collar Loan 0.90  % —  —  138.4  415.9 
Other 7.06  % —  —  157.6  266.3 
Total debt before deferred financing costs, discounts and premiums (f) 3.27  % $ 1,494.1  $ 13,889.8  $ 14,559.6 

The following table provides a reconciliation of total debt before deferred financing costs, discounts and premiums to total debt and finance lease obligations:
March 31,
2021
December 31,
2020
in millions
Total debt before deferred financing costs, discounts and premiums
$ 13,889.8  $ 14,559.6 
Deferred financing costs, discounts and premiums, net (111.9) (118.4)
Total carrying amount of debt
13,777.9  14,441.2 
Finance lease obligations (note 10)
526.5  556.5 
Total debt and finance lease obligations
14,304.4  14,997.7 
Current maturities of debt and finance lease obligations
(1,059.0) (1,130.4)
Long-term debt and finance lease obligations
$ 13,245.4  $ 13,867.3 
_______________
25


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)



(a)Represents the weighted average interest rate in effect at March 31, 2021 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 3.67% at March 31, 2021. For information regarding our derivative instruments, see note 6.

(b)Unused borrowing capacity represents the maximum availability under the applicable facility at March 31, 2021 without regard to covenant compliance calculations or other conditions precedent to borrowing. At March 31, 2021, 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 additional 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 March 31, 2021 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 March 31, 2021, 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 UPC Holding Bank Facility comprises (i) €500.0 million ($587.5 million) under the UPC Revolving Facility and (ii) €216.6 million ($254.5 million) equivalent under the Revolving Facility, part of which has been made available as an ancillary facility. The UPC Revolving Facility and the Revolving Facility were each undrawn at March 31, 2021. Subsequent to March 31, 2021, commitments under the Revolving Facility were cancelled in full and certain lenders under the Revolving Facility became lenders under the UPC Revolving Facility or increased their commitments under the UPC Revolving Facility, in each case, by a corresponding amount in aggregate. Accordingly, the UPC Revolving Facility, as increased, provides for maximum borrowing capacity equivalent to €736.4 million ($865.2 million).

(d)Unused borrowing capacity under the Telenet Credit Facility comprises (i) €510.0 million ($599.2 million) under the Telenet Revolving Facility I, (ii) €25.0 million ($29.4 million) under the Telenet Overdraft Facility and (iii) €20.0 million ($23.5 million) under the Telenet Revolving Facility, each of which were undrawn at March 31, 2021.

(e)Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and operating expenses. These arrangements extend our repayment terms beyond a vendor’s original due dates (e.g. extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable on our condensed consolidated balance sheet. 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)As of March 31, 2021 and December 31, 2020, our debt had an estimated fair value of $14.0 billion and $14.7 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.


26


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


Financing Transactions - General Information

At March 31, 2021, most of our outstanding debt had been incurred by one of our three subsidiary “borrowing groups.” References to these borrowing groups, which comprise UPC Holding, Telenet and Virgin Media, include their respective restricted parent and subsidiary entities. Below we provide summary descriptions of certain financing transactions completed during the first three months of 2021. A portion of our financing transactions may include non-cash borrowings and repayments. During the three months ended March 31, 2021 and 2020, non-cash borrowings and repayments aggregated nil and $3.5 billion, respectively. Unless otherwise noted, the terms and conditions of any new notes and/or credit facilities are largely consistent with those of existing notes and credit facilities of the corresponding borrowing group with regard to covenants, events of default and change of control provisions, among other items. For information regarding the general terms and conditions of our debt and capitalized terms not defined herein, see note 11 to the consolidated financial statements included in our 10-K.

UPC Holding Financing Transactions

In April 2021, UPC Holding issued $1,250.0 million principal amount of U.S. dollar-denominated senior secured notes (the 2031 UPC Senior Secured Notes) and used the proceeds to fund UPC Facility AZ, an additional facility under the UPC Holding Bank Facility. UPC Facility AZ was issued at par, matures on July 15, 2031 and bears interest at a rate of 4.875%. The net proceeds from UPC Facility AZ, together with existing cash, were used to prepay (i) in full the €540.0 million ($634.5 million) outstanding principal amount under UPC Facility AK, together with accrued and unpaid interest and the related prepayment premiums which, in turn, was used to redeem in full the €540.0 million outstanding principal amount of UPCB Finance IV Euro Notes on behalf of UPCB Finance IV, and (ii) $600.0 million of the $2,600.0 million outstanding aggregate principal amount under UPC Facility AV and UPC Facility AV2 (as defined and described below).

In April 2021, UPC Holding (i) increased its commitments under UPC Facility AV and UPC Facility AW by entering into an additional (a) $1,300.0 million term loan facility (UPC Facility AV2) and (b) €400.0 million ($470.0 million) term loan facility (UPC Facility AW2), respectively, and (ii) entered into an agreement with certain financial institutions to provide (1) a $1,925.0 million term loan facility (UPC Facility AX) and (2) a €862.5 million ($1,013.4 million) term loan facility (UPC Facility AY). UPC Facility AV2 and UPC Facility AW2 were each issued at par, with terms consistent to those of UPC Facility AV and UPC Facility AW, respectively. UPC Facility AX will be issued at 99.0% of par, mature on January 31, 2029 and bear interest at a rate of LIBOR + 3.0%, subject to a LIBOR floor of 0.0%. UPC Facility AY will be issued at 99.75% of par, mature on January 31, 2029 and bear interest at a rate of EURIBOR + 3.0%, subject to a EURIBOR floor of 0.0%. The proceeds from UPC Facility AV2 and UPC Facility AW2 were used to prepay in full the (A) $1,300.0 million outstanding principal amount under UPC Facility AV1 and (B) €400.0 million outstanding principal amount under UPC Facility AW1, respectively. The proceeds from UPC Facility AX and UPC Facility AY will be used to prepay in full the (I) $2,000.0 million outstanding aggregate principal amount under UPC Facility AV and UPC Facility AV2 and (II) €800.0 million ($940.0 million) outstanding aggregate principal amount under UPC Facility AW and UPC Facility AW2. Any remaining proceeds can be used for general corporate purposes.

27


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


Maturities of Debt

Maturities of our debt as of March 31, 2021 are presented below for the named entity and its subsidiaries, unless otherwise noted, and represent U.S. dollar equivalents based on March 31, 2021 exchange rates.
UPC
Holding (a)
Telenet Other (b) Total
  in millions
Year ending December 31:
2021 (remainder of year) $ 251.6  $ 353.8  $ 106.6  $ 712.0 
2022 124.0  84.3  231.8  440.1 
2023 —  11.6  67.1  78.7 
2024 —  11.5  18.9  30.4 
2025 —  11.5  1.2  12.7 
2026 —  11.6  —  11.6 
Thereafter 7,282.7  5,321.6  —  12,604.3 
Total debt maturities (c)
7,658.3  5,805.9  425.6  13,889.8 
Deferred financing costs, discounts and premiums, net
(95.0) (16.5) (0.4) (111.9)
Total debt $ 7,563.3  $ 5,789.4  $ 425.2  $ 13,777.9 
Current portion
$ 375.6  $ 426.0  $ 184.7  $ 986.3 
Noncurrent portion
$ 7,187.7  $ 5,363.4  $ 240.5  $ 12,791.6 
_______________

(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 $138.4 million related to the ITV Collar Loan, which, as described in note 5, was fully repaid in April 2021.

(c)Amounts include vendor financing obligations of $1,077.3 million, as set forth below:
UPC
Holding
Telenet Other Total
  in millions
Year ending December 31:
2021 (remainder of year) $ 251.6  $ 342.2  $ 106.6  $ 700.4 
2022 124.0  72.3  93.4  289.7 
2023 —  —  67.1  67.1 
2024 —  —  18.9  18.9 
2025 —  —  1.2  1.2 
Total vendor financing maturities
$ 375.6  $ 414.5  $ 287.2  $ 1,077.3 
Current portion
$ 375.6  $ 414.5  $ 139.9  $ 930.0 
Noncurrent portion
$ —  $ —  $ 147.3  $ 147.3 

28


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


(10) Leases

General

We enter into operating and finance leases for network equipment, real estate, mobile site sharing and vehicles. We provide residual value guarantees on certain of our vehicle leases.

Lease Balances

A summary of our right-of-use (ROU) assets and lease liabilities is set forth below:
March 31,
2021
December 31, 2020
in millions
ROU assets:
Finance leases (a) $ 468.6  $ 477.8 
Operating leases (b) 1,338.4  1,454.7 
Total ROU assets
$ 1,807.0  $ 1,932.5 
Lease liabilities:
Finance leases (c) $ 526.5  $ 556.5 
Operating leases (d) 1,340.0  1,447.7 
Total lease liabilities $ 1,866.5  $ 2,004.2 
_______________

(a)Our finance lease ROU assets are included in property and equipment, net, on our condensed consolidated balance sheets. At March 31, 2021, the weighted average remaining lease term for finance leases was 22.8 years and the weighted average discount rate was 6.0%. During the three months ended March 31, 2021 and 2020, we recorded non-cash additions to our finance lease ROU assets (including amounts related to the U.K. JV Entities) of $9.7 million and $11.1 million, respectively.

(b)Our operating lease ROU assets are included in other assets, net, on our condensed consolidated balance sheets. At March 31, 2021, the weighted average remaining lease term for operating leases was 12.6 years and the weighted average discount rate was 5.8%. During the three months ended March 31, 2021 and 2020, we recorded non-cash additions to our operating lease ROU assets (including amounts related to the U.K. JV Entities) of $32.9 million and $33.9 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.

29


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


A summary of our aggregate lease expense is set forth below: 
Three months ended
March 31,
  2021 2020
  in millions
Finance lease expense:
Depreciation and amortization $ 19.8  $ 21.7 
Interest expense 8.6  8.1 
Total finance lease expense
28.4  29.8 
Operating lease expense (a) 64.6  35.8 
Short-term lease expense (a) 2.2  1.8 
Variable lease expense (b) 1.5  1.3 
Total lease expense
$ 96.7  $ 68.7 
_______________

(a)Our operating lease expense and short-term lease expense are included in programming and other direct costs of services, 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.

A summary of our cash outflows from operating and finance leases is set forth below: 
Three months ended
March 31,
2021 2020
in millions
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases $ 80.4  $ 38.9 
Operating cash outflows from finance leases 8.6  8.1 
Financing cash outflows from finance leases 18.3  39.2 
Total cash outflows from operating and finance leases $ 107.3  $ 86.2 

30


LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2021
(unaudited)


Maturities of our operating and finance lease liabilities as of March 31, 2021 are presented below. Amounts represent U.S. dollar equivalents based on March 31, 2021 exchange rates:
Operating leases Finance
leases
  in millions
Year ending December 31:
2021 (remainder of year) $ 140.5  $ 77.6 
2022 191.0  95.3 
2023 177.8  98.9 
2024 160.1  60.6 
2025 146.4  57.3 
2026 134.0  52.3 
Thereafter 988.9  234.2 
Total payments
1,938.7  676.2 
Less: present value discount
(598.7) (149.7)
Present value of lease payments
$ 1,340.0