UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K/A (Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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
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 Name of Each Exchange on Which Registered Liberty Global Class A Ordinary Shares, nominal value $0.01 per share Nasdaq Global Select Market Liberty Global Class B Ordinary Shares, nominal value $0.01 per share Nasdaq Global Select Market Liberty Global Class C Ordinary Shares, nominal value $0.01 per share Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: none Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 and (2) has been subject to such filing requirements for the past 90 days. Yes 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 during the preceding 12 months. Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Check one:
Large Accelerated Filer 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 State the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter: $22.9 billion. The number of outstanding ordinary shares of Liberty Global plc as of February 13, 2019 was: 204,483,313 shares of class A ordinary shares, 11,099,593 shares of class B ordinary shares and 526,521,570 shares of class C ordinary shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement for the Registrant’s 2019 Annual General Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.
**This copy of our 2018 Annual Report on Form 10-K/A omits certain items. See Table of Contents for additional information** LIBERTY GLOBAL PLC 2018 ANNUAL REPORT ON FORM 10-K/A TABLE OF CONTENTS
Page Number PART I Item 1. Business ...... I-1 Item 1A. Risk Factors...... I-33 Item 1B. Unresolved Staff Comments ...... I-45 Item 2. Properties ...... I-45 Item 3. Legal Proceedings ...... I-45 Item 4. Mine Safety Disclosures ...... I-45
PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities ...... II-1 Item 6. Selected Financial Data...... II-4 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... II-5 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ...... II-54 Item 8. Financial Statements and Supplementary Data...... II-59 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...... II-59 Item 9A. Controls and Procedures ...... II-59 Item 9B. Other Information ...... II-59
PART III Item 10. Directors, Executive Officers and Corporate Governance...... III-1 Item 11. Executive Compensation...... III-1 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters..... III-1 Item 13. Certain Relationships and Related Transactions, and Director Independence...... III-1 Item 14. Principal Accountant Fees and Services ...... III-1
PART IV Item 15. Exhibits, Financial Statement Schedules ...... IV-1 Item 16. Form 10-K Summary ...... IV-6
* This copy of our 2018 Annual Report on Form 10-K/A omits the exhibits and financial statement schedules that are included in Part IV of our complete Annual Report, as filed with the Securities and Exchange Commission on February 27, 2019 and amended on March 27, 2019. A complete copy of our 2018 Annual Report on Form 10-K/A that includes the omitted items, other than the exhibits, is available upon request. PART I
Item 1. BUSINESS
Who We Are
We are Liberty Global plc (Liberty Global), an international television and broadband company. We are focused on building a strong convergence of fixed and mobile communication opportunities and we are constantly striving to enhance and simplify our customers’ lives through quality services and products that give them the freedom to connect, converse, work and be entertained anytime, anywhere they choose.
Liberty Global has consolidated operations in 10 European countries serving 21.2 million customers in Europe at December 31, 2018. Our primary business operations are listed below, all of which we consolidate, with the exception of the VodafoneZiggo JV (defined below). As described below, our operations in Germany, Hungary, Romania and the Czech Republic, as well as our DTH (defined below) operations, were held for sale at December 31, 2018. In addition, we recently entered into an agreement to sell our operations in Switzerland as stated below.
Brand Entity Location Ownership
Virgin Media United Kingdom & Ireland 100.0%
Unitymedia Germany 100.0%
Telenet Belgium & Luxembourg 59.7%
Switzerland, Poland, Hungary, UPC Holding Romania, Czech Republic, 100.0% Slovakia
VodafoneZiggo Netherlands 50.0%
General Development of Business
As a result of a series of mergers that were completed on June 7, 2013, Liberty Global became the publicly-held parent company of the successors by merger of Liberty Global, Inc. (the predecessor to Liberty Global) and Virgin Media Inc. (Virgin Media). In the following text, the terms “we”, “our”, “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessor) or collectively to Liberty Global (or its predecessor) and its subsidiaries. Unless otherwise indicated, convenience translations into United States (U.S.) dollars are calculated as of December 31, 2018, and operational data, including subscriber statistics and ownership percentages, are as of December 31, 2018.
Expansion and Acquisitions
We have expanded our broadband footprint through new build projects and strategically selected acquisitions. Our new build projects consist of network extension programs pursuant to which we connect additional homes and businesses to our broadband communications network (Network Extensions). Our investment in Network Extensions is critical not only for our business to grow, but also for the countries and communities in which we operate. The Network Extensions, together with upgrades to our existing networks and next generation customer premises equipment, provide our customers the means to enter the gigaworld society. During 2018, through our Network Extensions, our continuing operations connected approximately 657,000 additional residential and commercial premises (excluding upgrades) to our two-way networks, including approximately 481,000 residential and commercial premises connected by Virgin Media in the United Kingdom (U.K.), and Ireland. We expect to continue the Network Extensions in 2019. Depending on a variety of factors, however, including the financial and operations results of our new build programs, the Network Extensions may be continued, modified or cancelled at our discretion.
I-1 Over the past five years, we have also completed several strategic acquisitions. We made these acquisitions in order to deliver the scale that allows us to innovate effectively and invest in great content and the best products. This enables us to deliver quality services to our customers. Our significant acquisitions include: