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United States securities and exchange commission logo
September 28, 2021
Charles H. R. Bracken
Chief Financial Officer
Liberty Global plc
161 Hammersmith Rd
London, UK W6 8BS
Re: Liberty Global plc
Form 10-K for the
Year Ended December 31, 2020
Filed February 16,
2021
Form 10-Q for the
Quarter Ended June 30, 2021
Filed July 29, 2021
Form 8-K filed July
29, 2021
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-Q for the Quarter Ended June 30, 2021
Notes to Condensed Consolidated Financial Statements
(4) Acquisitions and Dispositions, page 10
1. It appears the Gain on
U.K. JV Transaction may be a bargain purchase gain. Please
disclose and tell us
why the transaction resulted in the gain. Also explain to us in detail
your accounting,
including the literature that you are relying upon. In light of
the significance of the
gain, expand your disclosure to address:
the fair values of
the assets and liabilities of VMED O2 JV which provide the basis
for your 50%
interest;
your contingent
liabilities, if any; and
any attribution of
negative basis difference to specific assets and liabilities of the joint
Charles H. R. Bracken
FirstName LastNameCharles H. R. Bracken
Liberty Global plc
Comapany 28,
September NameLiberty
2021 Global plc
September
Page 2 28, 2021 Page 2
FirstName LastName
venture.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Adjusted Free Cash Flow, page 80
2. We note your adjustment for Adjusted FCF captioned "Expenses financed
by an
intermediary" and the related explanation in footnote (a) regarding
hypothetical amounts.
It is unclear to us why you reclassify amounts in the consolidated
statements of cash flows
based on hypothetical operating and financing transactions. Tell us
the nature of expenses
financed by an intermediary and your basis in the accounting
literature for
related reclassifications.
Considering that the operating cash outflow for "Expenses financed by
an intermediary"
is hypothesized, it is unclear how such amount could be presented as a
non-GAAP
adjustment to net cash provided by operating activities. Such
adjustment appears to have
used an individually tailored recognition and measurement method.
Please advise or
revise. Refer to Q&A 100.04 of the CD&I on Non-GAAP Financial
Measures.
Form 8-K filed July 29, 2021
Liberty Global Reports Q2 2021 Results
Footnotes, page 21
3. Refer to footnote 8 regarding Debt to LTM Adjusted EBITDA and Net Debt
to LTM
Adjusted EBITDA. Please present with equal or greater prominence, the
most directly
comparable financial ratios calculated and presented in accordance
with GAAP. Include a
reconciliation to such GAAP measures. Refer to Item 10(e)(1)(i)(A)-(B)
of Regulation S-
K and footnote 27 of the SEC s Adopting Release titled Conditions
for Use of Non-
GAAP Financial Measures (Release No. 33-8176).
Liberty Global Reports Q2 2021 Results
Glossary, page 23
4. We note that the OFCF ("Operating Free Cash Flow") is used to measure
your
performance though the term appears to denote that it is a liquidity
measure. 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).
Additionally, please reconcile this measure to its most comparable
GAAP measure instead
of another non-GAAP measure.
We remind you that the company and its management are responsible for
the accuracy
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
Charles H. R. Bracken
Liberty Global plc
September 28, 2021
Page 3
Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters.
Sincerely,
FirstName LastNameCharles H. R. Bracken
Division of
Corporation Finance
Comapany NameLiberty Global plc
Office of Technology
September 28, 2021 Page 3
cc: Jason Waldron
FirstName LastName