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United States securities and exchange commission logo
July 7, 2020
Charles H. R. Bracken
Executive Vice President and Chief Financial Officer
Liberty Global plc
Griffin House
161 Hammersmith Rd
London, United Kingdom W6 8BS
Re: Liberty Global plc
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 13,
2020
Form 10-Q for the
Quarter Ended March 31, 2020
Filed May 6, 2020
Form 8-K Filed May
6, 2020
File No. 001-35961
Dear Mr. Bracken:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of
OperationsLo
Loss from Continuing Operations, page II-24
1. We note that you refer
to aggregate Adjusted OIBDA hereunder and consolidated
Adjusted OIBDA on page
II-27. We further note in your press releases filed under Item
2.02 of your Forms 8-K,
that Adjusted OIBDA (which you rename as OCF in such 8-Ks)
is a "meaningful
measure because it represents a transparent view of your recurring
operating performance
that is unaffected by your capital structure" and is "useful to
investors because it is
one of the bases for comparing your performance with the
Charles H. R. Bracken
FirstName LastNameCharles H. R. Bracken
Liberty Global plc
Comapany
July 7, 2020NameLiberty Global plc
July 7,2 2020 Page 2
Page
FirstName LastName
performance of other companies in the same or similar industries."
Outside of the segment
footnote, please identify consolidated adjusted OIBDA as a non-GAAP
measure. In
addition, in future filings please provide the required reconciliation
and disclosures
required pursuant to Item 10(e)(i) of Regulation S-K.
If you also use Adjusted OIBDA as a liquidity measure, as suggested by
its alternate
titling as OCF (an acronym for operating cash flow), and as referenced
on page II-28
(Operating Activities), please additionally reconcile to net cash
provided by operating
activities, which would be its most comparable GAAP liquidity measure.
Form 10-Q for the Quarter Ended March 31, 2020
Note 16. Commitments and Contingencies, page 36
2. We note your non-cancellable multi-year commitments which include
certain
programming and sports rights requiring minimum fees. With a view
towards disclosure
in future filings, please tell us how cancellation of live sports
events may impact the
recoverability of the cost of such rights. Additionally, in a separate
note to the financial
statements, please disclose your basis of accounting for these firm
commitments,
including but not limited to initial recognition, amortization, and
subsequent
measurements of sports rights.
Form 8-K Filed May 6, 2020
Liberty Global Reports Q1 2020 Results
Rebase Information, page 8
3. We note on page 8 that the adjustments reflected in your "rebased
amounts have not been
prepared with a view towards complying with Article 11 of Regulation
SX." Merely
combining information for the pre-and post-transaction periods without
reflecting
all relevant pro forma adjustments required by Regulation S-X Article
11, such as your
rebased amounts and growth percentages, would generally be
inappropriate. Please revise
in future filings.
Liberty Global Reports Q1 2020 Results
Glossary - OCF and OCF Margin, page 17
4. We note your disclosure that OCF has the same meaning as the term
"Adjusted OIBDA
that is referenced in your 10-Q (and in your Form 10-K). Inconsistency
in the labeling of
a non-GAAP measure is confusing and thus, may be potentially
misleading to investors.
Refer to Regulation G, Rule 100(b). Please revise in future filings.
Additionally, please identify OCF (or Adjusted OIBDA if renamed as
such) and
Adjusted Free Cash Flow (page 15) as non-GAAP measures.
We remind you that the company and its management are responsible for
the accuracy
Charles H. R. Bracken
Liberty Global plc
July 7, 2020
Page 3
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters.
FirstName LastNameCharles H. R. Bracken Sincerely,
Comapany NameLiberty Global plc
Division of
Corporation Finance
July 7, 2020 Page 3 Office of Technology
FirstName LastName