Liberty Global - Earnings Call - Q4 2024

Transcript

Operator (participant)

Good morning, ladies and gentlemen, and thank you for standing by. Welcome to Liberty Global's fourth quarter 2024 investor call. This call and the associated webcast are property of Liberty Global, and any redistribution, retransmission, or rebroadcast of this call or webcast in any form without express written consent of Liberty Global is strictly prohibited. At this time, all participants are in a listen-only mode.

Today's formal presentation materials can be found under the investor relations section of Liberty Global's website at libertyglobal.com. After today's formal presentation, instructions will be given for a question-and-answer session. Page 2 of the slides details the company's safe harbor statement regarding forward-looking statements. Today's presentation may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the company's expectations with respect to its outlook and future growth prospects, and other information and statements that are not historical fact.

These forward-looking statements involve certain risks that could cause actual results to differ materially from those expressed or implied by these statements. These risks include those detailed in Liberty Global's filings with the Securities and Exchange Commission, including its most recently filed forms, 10-Q and 10-K as amended. Liberty Global disclaims any obligation to update any of these forward-looking statements to reflect any change in its expectations or in the conditions on which any such statement is based. I would now like to turn the call over to Mr. Mike Fries.

Mike Fries (CEO)

All right, thank you, and welcome everyone to our year-end investor call. It's great to have you join us today. I've got the core team on the line as usual, so after prepared remarks, we'll get right to your questions. And as a reminder, we always post a slide deck which has really good data and follows the narrative that Charlie and I will deliver right now. So I'm going to start on slide three. Most of you know who we are, and you know what we do. But it's always good, I think, to start with the big picture, especially now. 12 months ago on this call, we presented a plan to generate and, importantly, deliver value to our shareholders. That's exactly what we did in 2024, with over $4 billion in shareholder remuneration delivered on a market cap of $7 billion just 12 months ago.

As we'll talk about today, this remains our primary focus. So to kick us off, I think the chart here on this slide is the simplest, least complex way to understand the business of Liberty Global today. We consider ourselves to be a dynamic team of veteran operators and investors committed to generating and delivering shareholder value through the strategic management of three platforms. Liberty Telecom consists of our four remaining European telcos, you know these well, in the U.K., Ireland, Belgium, and the Netherlands, serving 80 million fixed and mobile connections and generating $22 billion of aggregate revenue and around $8 billion of aggregate EBITDA.

I'll talk about our strategic plans for growing and ultimately crystallizing the value of these fixed mobile champions in just a moment. Liberty Growth represents our $3.1 billion portfolio of investments in technology, media, sports, and infrastructure.

We've grown this business substantially over the last five years. We've also been really disciplined about exiting positions at good returns and then repurposing that capital both into Liberty Telecom and additional growth investments. And then Liberty Services on the right is a hidden gem. Over the last several years, we have successfully transitioned over two-thirds of our central employee BASE into profitable revenue-generating activities in tech and financial services.

These are valuable operating divisions with long-term contracts, nearly $600 million of annual revenue, third-party partnerships, and really viable strategies to continue growing and ultimately monetizing these businesses for the benefit of shareholders. So why make a big deal of this, you might ask?

When your stock is $11 and you have 350 million shares outstanding, we become hyper-aware of the fact that even small opportunities like this can move the needle, which is a great segue to the next slide. And as I just mentioned, on our year-end call last February, we announced a clear strategic pivot. We outlined a game plan that at that time focused on maximizing the intrinsic value of our assets and delivering that value to shareholders. Not surprisingly, the most important initiatives, which are summarized here on slide four, revolved around Liberty Telecom, where the gap in value and the upside to shareholders was and remains the largest.

The big headline was, of course, our commitment to spin off 100% of Sunrise, our Swiss subsidiary to Liberty Global shareholders before year-end. The logic and timing of that transaction was compelling. Sunrise operates in a rational market.

The company had been delivering solid operating performance, driven principally by strong free cash flow and the potential for sizable dividends. And we saw strong local investor demand to own the number one challenger to Swisscom. Now, trust me, this was a complex transaction, but these are the things that this management team really excels at. In fact, the spin-off was completed on time and effectively delivered to our shareholders a $9 per share tax-free dividend, which was at the time an $18 stock. And we did that by spinning off 20% of our proportionate EBITDA. I'll let that sink in.

Now, by all accounts, this was a success. Sunrise stock is trading well, with 70% of the ADSs now converted into local Swiss shares. And we've learned a really valuable lesson on how to unlock value.

We also announced last year our intention to create a fixed NetCo in the U.K. market to accelerate and fund a portion of our fiber build-out and to provide a vehicle for what we expect will be a rapidly consolidating infrastructure market. And I'm happy to report that we are making significant progress on this front.

The operational and financial parameters of the U.K. NetCo have been established. It represents around 16 million homes and over GBP 1 billion of EBITDA. But more importantly, as of last week, we are in receipt of proposals from a handful of the strongest infrastructure investors in the business who have indicated an interest in participating with us in what will be, I think, the only viable long-term competitor to Openreach from REITs. So more on that to come.

And then finally, we discussed the opportunity to focus our attention and resources on the Benelux region. Now, while the prospect of a combined Dutch and Belgian operation is intriguing, we spent most of our time last year ensuring that each business is achieving its strategic and financial potential individually. And this included hiring a new CEO from VodafoneZiggo, Stephen van Rooyen, who hit the ground running in September.

And in Belgium, where we've already separated the network from Telenet, we've made substantial progress with the Belgian government to rationalize the fiber market through a network sharing and collaboration agreement between Wyre, that's our NetCo, Telenet, and Proximus. Even prior to the conclusion of that transaction, our treasury team just closed on a EUR 500 million standalone facility for Wyre's fiber rollout. That just supports the attractiveness of this market opportunity.

Now, in addition to our objectives for Liberty Telecom, we also announced a series of other key goals last year, and those are listed on slide five, that we knew would anchor our value creation strategies. At the Liberty Global level, we committed to buying back up to 10% of our shares outstanding, and we spent approximately $700 million doing that. As a reminder, we have now spent roughly $15 billion over the last eight years to acquire over 60% of our shares. Now, obviously, we believe in the multiplier effect of stock buybacks.

For example, if you owned 1% of Liberty Global in 2017, you ended up with 2.5% of Sunrise at the spinoff date. We also committed to refinance all of our 2027 maturities in the Liberty Telecom debt silos, and we did that with over $3 billion in refis at Vodafone and VMO2.

Charlie will get into more detail, but our balance sheet remains rock solid, and we achieved all 14 of our financial guidance metrics, with the exception of one, which is related to VodafoneZiggo revenue, where we had guided to growth but came in flat due to slower mobile net adds and a lower mobile handset sale number. To implement our strategic goals, we also committed to sell assets amounting to $500 million-$1 billion in 2024.

That number came in at $900 million, and together with free cash flow, helped fund the buyback and deleveraging at Sunrise to maximize the equity value of the spin for shareholders, and we articulated a clear preference to prioritize future investments in Liberty Growth around scale-based platforms with tailwinds.

And of course, the best example here is the acquisition of our controlling interest in Formula E, which I'll talk about in just a moment. Now, here's the kicker. Despite hitting the mark on these strategic goals in 2024, Liberty Global shares, pro forma for the spinoff of Sunrise, remain significantly undervalued. I'll walk you through how we see it on slide six, which lays out a pretty simple sum-of-the-parts analysis.

Some investors like it when we just get down to the brass tacks, as they say, and this is how we run the business. So here you go. The first key point to make on this chart is that we think our stock today assigns zero equity value to Liberty Telecom. How do we get to that conclusion?

The first three columns here show our cash balance and the combined fair market value of our Liberty Growth portfolio, and that adds up to about $15 per share, and then we assume an appropriate reduction for corporate of $4 per share, which we'll dive into later, but with that, you essentially get to a market price of $11 per share, so what is the right value for Liberty Telecom, the blue bar there? There are many ways to approach this, as you know all too well, but the Sunrise spin demonstrated the potential uplift in trading multiples when you find the right transaction or market opportunity. Case in point, as part of Liberty Global, Sunrise traded essentially at our combined and current multiple of 5.5x EBITDA. As a listed company in Switzerland, Sunrise trades at 8x EBITDA or a 78% dividend yield.

Now, assuming every operating company should be worth 8x, that might be ambitious, right? But if you assume a conservative one multiple uplift in the value of Liberty Telecom, say from 5.5x-6.5x EBITDA, by the way, which is the EU telco sector average and where most analysts have us, then you arrive at $14 per share for Liberty Telecom alone. Now, we've certainly shown you higher numbers for Liberty Telecom in the past, but given where we're trading today, we're happy to be conservative.

Adding all that up gets you to $25 per share for Liberty Global, and that's before assigning any equity value for Liberty Services. We're not putting a number on that today, but I can tell you it's greater than zero. And then lastly, this compares to average analyst price targets of around $14.60.

Now, one of the big differences is the deduction of corporate, which is typically twice the number we're using, but completely neglects the fact that these net central costs are nearly 100% variable OpEx and should be valued on an EBITDA multiple. More on that from Charlie. At this point, the question you should be asking is, how do we intend to continue bridging this gap? We'll try to address that on slide seven with a summary of our strategic plan for 2025 and beyond. And as you just saw, there is significant upside to improving the real or perceived value of Liberty Telecom.

Just one additional EBITDA multiple more than doubles our stock. So not surprisingly, we believe there will be opportunities to crystallize or monetize the value of Liberty Telecom's businesses over time. Like Sunrise, this could include spinoffs.

Although, as many of you know, this decision is dependent on several tax, legal, and financial factors. We could also consider tracking stocks, IPOs, and of course, we always remain open to M&A options. To achieve any of these, though, we need to pursue three tactical steps. Number one, we have to continue to drive commercial momentum at the operating level. This is the primary objective of every local management team.

They are all focused on expanding loyalty programs to reduce churn, promoting robust flanker brands to drive market share, realizing the benefits of digital and AI, accelerating B2B and rolling out new revenue streams. Second, we'll continue to creatively finance our fixed network infrastructure, particularly in the U.K., Belgium, and Ireland, where our fiber plans are well underway.

These infrastructure assets that trade at higher multiples attract a unique type of investor and can absorb more leverage than what we are typically seeing on ServCo. So we want to take advantage of these factors, and we will, and third, our ability to achieve greater value recognition at Liberty Telecom will, to a large extent, be dependent on generating free cash flow, especially free cash flow that can be used for dividends, so the Sunrise model demonstrated this clearly.

As a result, we're squarely focused on achieving this goal over the next 24-36 months. Now, moving to Liberty Growth, our plans take two forms. On the one hand, we recognize that many of the assets we own today are non-core, and as we demonstrated in 2024, can be highly accretive sources of cash for more strategic opportunities.

So as a result, we will continue to rotate capital into higher return Liberty Growth assets, prioritizing infrastructure, sports, and media, as well as into strategic Liberty Telecom transactions. Toward that end, we are committing today to sell between $500 million and $750 million of non-core assets in 2025. And then finally, our cash balance of $2.2 billion is a significant strategic asset. Our primary use here will be for buybacks, deleveraging, and the investments described above. Specifically, we're committing to buying up to 10% of our shares outstanding in 2025, as we did last year.

And we anticipate that our cash balance will be replenished with free cash flow and dividends from Liberty Telecom asset sales and infrastructure financing. And to round it off, Charlie will talk about our Liberty Services platform and corporate spend in a moment. I'll just say, watch this space.

Both of these are expected to be meaningful contributors to our value creation narrative. Now, turning to the next slide, I'll just spend a minute on our Q4 operating results. You would have reviewed these already, and we do have the OpCo leads on the call. The punchline here is that we're seeing steady or improved broadband results with continued fixed ARPU uplifts in most of our markets. And we also saw a small pickup in postpaid mobile, particularly in the U.K. Sticking with VMO2, the U.K. saw another strong broadband quarter at 12,000 net adds, supported by new homes in the nexfibre territory and really good base management. All of this despite aggressive alt-net pricing and what looks like a flat broadband market overall.

It was also the third straight quarter of fixed ARPU growth in the U.K., reflecting materially better retention as a result of our digital and AI tools, and VMO2 also saw a significant turnaround in postpaid mobile throughout the year. We lost nearly 200,000 subs in the first half of the year and were essentially flat in the second half with a positive net add quarter in Q4. We attribute this to two things. I think strong results from Giffgaff, our flanker brand, and success in underpinning the premium position of O2. Now, some quick remarks in Ireland. This is a small operation with largely stable results, but we want to start adding this to the narrative here.

Virgin Media Ireland is the farthest along on the fiber transformation, with around 500,000 of our 1 million premises already upgraded and almost 50,000 fiber customers on our network, including Vodafone and Sky wholesale customers. Now, while CapEx will remain elevated in 2025, we should be largely done with the build by the end of this year, early next year, and like many European telcos, the decline in CapEx should drive meaningful free cash flow over the long run.

Turning to the Netherlands, we saw intense competition in the Dutch brand broadband market continue with losses mostly price-led in Q4. VodafoneZiggo remains focused on value over volume with largely flat ARPU in the quarter. On the positive front, UEFA rights are driving uptake across different channels, including through Ziggo Sport. The Dutch mobile market is more rational but has seen lots of price competition in the no-frills segment.

Nonetheless, we have delivered stable net adds as the impact from B2B port-out stabilized and FMC SIMs penetration continued to increase, and then lastly, on Telenet, they returned to positive broadband net adds for the first time in two years in the fourth quarter. That was underpinned by successful fixed mobile convergence campaigns, including the new Base proposition, which is exceeding expectations. The fixed ARPU growth continued to be supported by the price rise earlier this year, and mobile postpaid decreased modestly in the quarter driven by challenging market dynamics, so two more slides on Liberty Growth before I turn it over to Charlie.

Understandably, we get a lot of questions about the portfolio, and hopefully our disclosures this quarter and in future quarters will demonstrate that we are committed to providing greater transparency and information to you, especially as this becomes a bigger part of our valuation story.

Towards that end, slide nine provides two important pieces of data. First, on the left, you'll see our investment activity over the last five years in the aggregate. At the end of 2019, so five years ago, our investment assets totaled around $900 million in what we now call Liberty Growth. Between 2019 and the end of 2024, we invested an additional $2.4 billion in our tech, media, and infrastructure verticals, plus some strategic holdings.

During that same period, however, we also exited investments that returned $1.2 billion to us, including dividends, with a weighted average IRR of 25%. Now, this includes the good and the bad deal. So this is a true measure of those disposals. That left us with net invested capital in the portfolio at the end of last year, 2024, of $2.1 billion, compared to a fair market value on our 10-K of $3.1 billion.

That valuation, by the way, is independently reviewed by Deloitte and breaks down between tech, media, infrastructure, etc., as shown in the color legend at the bottom. We're sitting on $1 billion of unrealized gains in the portfolio today. I already mentioned that we intend to generate between $500 million and $750 million in sale proceeds this year, a significant portion of which will likely come from Liberty Growth.

Now, Liberty Growth is a diversified portfolio with investments in upwards of 70 different companies. I get that. That creates some complexity for you. But on the right-hand side, we make the important point that 75% of our portfolio resides in just seven investments, and we list those here. This includes three media holdings, Formula E, ITV, and TelevisaUnivision, three infrastructure investments, AtlasEdge, EdgeConneX, and nexfibre, and our stake in Vodafone.

Now, we're not discouraging you from focusing on the balance of our investments, but I do think it makes it simpler when we present it like this. These are the assets that you'll be hearing about, we'll be talking about, and that more often than not will be driving our returns.

Now, I'll end on a super high note. I think everyone knows we increased our stake in Formula E to 66% last year when we bought out Warner Bros. Discovery, and I have to say, I couldn't be more excited about that transaction and where this championship is going. Slide 10 just hits a few of the key points, the key highlights, beginning on the top left with the car itself. When we first invested in Formula E, we made a bet on technology innovation, and that bet is paying off.

The first-generation car topped out at 140 mi per hour and really couldn't drive very far. We are now in what we call the Gen3 Evo car, and it is a rocket ship. It has speeds capable of 200 mi per hour, and the car accelerates 30% faster than an F1 car, zero to 60 in just 1.82 seconds. We have the Gen4 car coming out in just 18 months' time, which aims to double the power. I think the point is that these cars are lightning fast, no pun intended, and the racing is more and more exciting every year.

As you can see on the top right, we already race in some of the most iconic cities in the world, places like São Paulo, Mexico City, Jeddah, Miami, Monaco, Tokyo, Shanghai, Jakarta, Berlin, and London.

With a faster car and longer races, we expect to gain access to even more tracks and venues. Now, even though we've been Net Zero since day zero, this is all about the racing, right? It's no surprise to me, shouldn't be to you, that we've attracted some of the world's greatest racing brands, including Porsche, Jaguar, McLaren, Maserati, Nissan, Penske, Andretti, and others.

They're part of this global championship because they see the future and the potential. By 2035, nearly 70% of global car sales are expected to be electric vehicles, and we have an exclusive on this racing series with the FIA, who, by the way, are great partners for many, many years to come, and then finally, word is getting out. We're now at roughly 400 million fans globally, and that's growing 23%.

You'll also see on the bottom left that while there are two championships with bigger audiences today, F1 and MotoGP, neither is growing as fast. Remember, we're a very, very young championship, at least compared to Formula 1, which is 75 years old, but the ceiling feels unlimited. So stay tuned for more updates on what is now a consolidated asset, Formula E. And Charlie, with that, I'll send it over to you.

Charlie Bracken (CFO)

Thanks, Mike. The next slides are a summary of the quarterly revenue and year-over-year performance in our key markets. Telenet reported a revenue decline of 0.4% year-on-year in Q4, primarily driven by declining customers, which was partially offset by the 3.5% price rise in June and the continued shift towards higher tier broadband plans.

Virgin Media O2 reported a revenue decline of 2.8%, including the impact of nexfibre construction, driven by decreases in mobile revenue due to lower handset sales and B2B revenue. Encouragingly, underlying mobile service revenues were stable, and residential fixed revenues increased in the year. VodafoneZiggo reported a revenue decline of 2.5% in Q4, primarily due to a decline in the consumer fixed customer base, lower out-of-bundle revenue, and a decrease in low-margin handset sales.

This was partially offset by growth in Ziggo Sport Totaal subscribers and continued growth in B2B revenue. Moving on to our Q4 adjusted EBITDA performance, Telenet's adjusted EBITDA decreased 3.9% in Q4, driven by wage increases and higher programming costs, and VMO2's adjusted EBITDA in Q4 decreased 5.9%, excluding the impact of nexfibre construction.

In addition to the revenue impacts, the decrease was impacted by increased marketing investments on the nexfibre footprint and reduced year-on-year growth in the B2B segment. VodafoneZiggo reported an Adjusted EBITDA decrease of 4.8%, driven by the decrease in revenue, higher programming costs related to the UEFA broadcast, wage increases relating to the collective labor agreement, and an $8 million one-off impact following the sale of certain handset receivables during the quarter.

Turning to our next slide, we continue to remain committed to a strong capital allocation model. In terms of cash generation, we surpassed free cash flow guidance at Telenet and achieved our target for Liberty Services and Corporate Adjusted EBITDA less P&E additions.

At Virgin Media O2, we successfully delivered GBP 850 million of cash distributions to shareholders in 2024, with full-year free cash flow of GBP 500 million, supported by a working capital benefit of approximately GBP 200 million. VodafoneZiggo delivered EUR 228 million total cash distributions, which were modestly lower than the full-year 2024 free cash flow after allowing for spectrum payments during the year. The majority of cash distributions from VMO2 and VodafoneZiggo were received in Q4, as in previous years.

We ended Q4 with a substantial cash balance of $2.2 billion, even after the $1.6 billion capital injection to Sunrise before its Q4 spin. Total cash inflow from operations and JV dividends was around $500 million. We executed a further $200 million in buybacks this quarter, bringing the total to $700 million for the year and resulting in approximately 350 million shares remaining at the end of 2024.

Looking to our CapEx trends, we continue to invest in our fixed and mobile networks in line with our capital intensity targets. As a reminder, last year at VMO2, we highlighted over GBP 500 million of spend in 2023 on 5G capacity and fiber upgrade, which has continued in 2024 and will continue in 2025. At Telenet, the step-up in CapEx will support an additional 375,000 homes passed by year-end 2025 at Wyre, and we'll also ramp in 5G digital CapEx at ServCo.

We expect capital intensity in the Telenet ServCo to decline in 2026 as the major investments in the mobile network will be completed in 2025. Wyre CapEx will also be fully debt financed through an agreed CapEx facility, meaning no equity requirement from Liberty Global or Telenet.

And lastly, our investment into AI initiatives are anticipated to drive $200 million-$300 million of annual benefits across Liberty Telecom over the next three years. Initial focus areas are using AI to better manage customer, for example, with agent assist to provide real-time support. Networks, for example, improve in-house customer experience through preventative care and diagnostics.

And in customer and workplace experience, for example, in our entertainment and connectivity programs. This is equivalent to approximately 2% of telecom OpEx, with roughly 70% of the benefits focused on cost savings and 30% helping to drive revenue through customer acquisition and retention initiatives. Moving to our balance sheet, our siloed debt stacks have an average tenor of approximately five years, with no material maturities until 2028.

Our aggregate debt is split equally between bank debt and bonds, with the bonds typically issued with a longer duration of 10 years as compared to the bank debts at 8-10 years. Our variable bank debt is fixed using swaps, which are independent of the underlying debt. This allows us to refinance near-term maturities and extend the tenor, but also benefit from the underlying swaps. Now, in general, we look to manage our debt maturities so that there are no material refinancing commitments in the next three years.

In 2024, we successfully refinanced all debt maturities due before 2028, and in Q4 completed a green bond issuance for VodafoneZiggo, as well as a $500 million term loan extension in VMO2. Now, all of these refinancings were secured in line with our historic credit spreads, and we continue to see strong appetite for our debt securities.

We also use the bank market to finance large CapEx builds. We just agreed a EUR 500 million standalone CapEx facility for Wyre, and during 2024, we also secured similar bank financings for our growth assets, for example, a EUR 273 million project and land banking facility for AtlasEdge. On the next page, we lay out the key financials for Liberty Services and Corporate. Our corporate group provides management and advisory services focusing on financial and human capital, as well as technology expertise.

But we also have two other revenue-generating units, Liberty Blume and Liberty Tech, which I'll talk about more in the next slide. Now, on the right-hand side, we've deconstructed services and corporate to illustrate how we think about this pillar internally.

We see our two services companies, Liberty Blume and Liberty Tech, as leveraging our group scale and expertise to develop third-party opportunities and cost-effective solutions to our internal and external customers. We believe both these divisions have significant equity value and should grow over time. 1,300 of the 1,900 employees in Central work for these two services companies. The 600 people in our corporate group provide strategic and operating management and advisory services.

Now, this covers a number of areas, including key organic and inorganic capital allocation decisions for our telecom growth and services companies, developing and executing key strategic acquisitions and disposals, financing and legal support to our public and private debt and equity providers and fundraisings, developing senior and junior talent and culture to support our companies, and providing specialist technology advice, particularly in fixed and mobile network strategies such as cyber and AI services.

We believe that these services add significant value to our portfolio companies, and in many cases, we receive market-tested management fees, for example, from Sunrise following its spin. Going forward, we will look to secure appropriate management fees from our companies, whether currently none, particularly in our growth assets, as well as other fully owned companies, and over time, we expect the negative EBITDA associated with this segment to be significantly reduced through this, as well as ongoing operating efficiencies.

Turning to a deep dive on Liberty Services, we've highlighted the value propositions for Bloom and Tech, both of which capitalize on long-term contracts and talent that we already have at Liberty Global.

Liberty Blume is the newest addition to Liberty Services, leveraging our scale and in-house expertise to deliver back-office solutions that enhance efficiency, primarily by leveraging technology and scale to reduce costs for customers, notably in financial solutions, particularly around working capital, insurance, device financing, and energy management products, procurement solutions, including category sourcing, management, and tech platforms, and business solutions, including finance, HR, legal, tax, and construction shared services.

We're already generating over $100 million of revenue here and breaking even on an adjusted EBITDA basis, which includes approximately $15 million of growth investments. Beyond the Liberty Global Federation, key clients include Tesco Mobile, and Zayo Europe, with further building of the customer pipeline to come in 2025. We see an opportunity to grow revenues in Liberty Global's existing $1 billion plus back-office spend, as well as with third parties.

We also see accretive incremental acquisition opportunities to build out our portfolio, for example, in insurance services. At Liberty Tech, we are transforming a cost center to marginal profitability by commercializing our best-in-class entertainment and connectivity platforms, which already serve over 12 million households across five European markets. This is underpinned by multi-year tech services agreements and commercial agreements already in place across Liberty Telecom.

While Liberty Tech is generating approximately $450 million of annual revenue and making a positive EBITDA contribution, we are proactively making investments in new areas such as AI, cybersecurity, and strategic partnerships to drive further value creation. Turning to guidance for 2025, we're providing guidance by operating company, including free cash flow. At Virgin Media O2, we expect growing revenues, excluding handsets and nexfibre construction revenues, driven by continued pricing benefits and further nexfibre penetration.

Growing adjusted EBITDA, excluding nexfibre construction, supported by revenue growth and a step down in the impact of one-off OpEx investments that occurred in 2024. Stable property and equipment additions of around GBP 2 billion-GBP 2.2 billion, excluding ROU additions, due to continued elevated 5G and fiber to the home spend, notably at fiber upgrade. Adjusted free cash flow of GBP 350 million-GBP 400 million for the year, which will support cash distributions to shareholders of GBP 350 million-GBP 400 million.

Now, this is lower year-on-year despite EBITDA growth expectations, as we do not expect the same working capital benefit in 2025 as we experienced in 2024. For VodafoneZiggo, we expect broadly stable revenue growth, supported by price indexation in both fixed and mobile, low single-digit decline in adjusted EBITDA growth, impacted by strategic customer initiatives, UEFA rights, and continued impact from collective labor agreements.

Property and equipment additions to sales are between 20% and 22% as 5G and CPE investment continues. Adjusted free cash flow of around EUR 300 million again in 2025, which will support cash distributions to shareholders of around EUR 300 million. For Telenet, we expect broadly stable revenues with FMC revenue offsetting the pressure from the standalone mobile segment.

A low to mid-single-digit rebase Adjusted EBITDA decline, impacted by deferred revenue in 2024 of EUR 17 million, which creates a challenging comparison: commercial investment and mandated wage indexations. Property and equipment additions of around 38% of revenue, driven by accelerated investment in 5G and digital, which peaks in 2025, whilst Wyre is ramping up fiber to the home build, where we expect 350,000 fiber to the home premises to be passed in 2025.

Adjusted free cash flow will be negative EUR 150 million-EUR 180 million, given the heavy network CapEx, with Wyre being debt financed through the new committed CapEx facility. At Corporate, we're introducing new guidance. Now, as you know, historically, we've guided to over the past five years on an operating free cash flow basis. However, we feel it's time to update this guidance to an EBITDA basis, primarily as we now expect very limited central CapEx going forward.

This is because the fact that all our corporate expenses are basically operating expenses. This is not least because if you look at the services companies like Liberty Tech, we've converted CapEx into OpEx through things like the Infosys deal. Going forward, we're targeting EBITDA for Liberty Services and Corporate to be no more than -$200 million under our new disclosure.

This will be driven by the telecom MSAs, such as the one we've agreed with Sunrise, as well as increased revenue from third parties for services delivered by Liberty Tech and Liberty Blume. We'll be investing in the growth of our services companies, in particular in AI initiatives by Liberty Tech on behalf of the broader Liberty Telecom assets. We're targeting up to a 10% buyback of shares outstanding for 2025 to further deliver value back to shareholders, supported by non-core asset disposals during the year.

Finally, you will note that our new disclosure now shows Liberty Growth, private ventures, split out separately for growth assets we fully consolidate, such as Formula E, Slovakia, and Egg, our home EV charging and energy storage business. It's worth noting we pick up the equity value for these investments within our Liberty Growth fair market value.

And that concludes our prepared remarks for Q4, and I'd like to hand over to the operator for Q&A.

Operator (participant)

The question and answer session will be conducted electronically. If you would like to ask a question, please do so by pressing the star or the asterisk key followed by the digit one on your telephone. In order to accommodate everyone, we request that you only ask one question. If you're using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. We'll pause for just a moment to give everyone the opportunity to queue. Our first question comes from a line of Steve Malcolm with Redburn. Your line is now open.

Steve Malcolm (Partner)

Yeah, hi there. I hope you can hear me, guys. Yeah, one question, especially. I just wanted to sort of a general free cash flow question beyond 2025.

I don't want you to guide on EBITDA or beyond this year. I know you can't guide group-wide, but it feels like it's another transition year for Liberty. We've had a few. This year feels particularly transitional. But as you look into sort of 2026 and beyond, maybe just give us a flavor of your outlook for CapEx across the major regions. You've talked about Belgium. That's going to be down. I guess Ireland will be down as well.

Where are we on 5G CapEx in the U.K.? Some quite big moving parts on tax as well. Obviously, you have the mandatory repatriation tax, you know, on that end. You've done a lot of refinancing. Well, the interest cost outlook is beyond 2026. It'd be very helpful to get a sort of sense of direction of free cash flow beyond this year below the EBITDA line.

If you can sort of throw a bit of light on that, it'd be very helpful. Thanks a lot.

Mike Fries (CEO)

Yeah, thanks, Steve. Listen, as I said in my remarks, and by the way, we appreciate you being so patient this morning, but at year-end, we have a lot to say. I mentioned that free cash flow, as you're indicating, is the key metric here that we're driving towards in every market. I'm not going to go one by one by one, but obviously, Charlie showed you in his guidance that we're generating free cash at VMO2 and VodafoneZiggo, as we have in the past and as we expect to in the future. So I think in those two instances, clearly, you know, and especially with the NetCo separation in the U.K., we expect that free cash flow is a critical metric for us and one that we anticipate growing.

In the case of Belgium and Ireland, I mentioned that Ireland is coming through its CapEx funnel, if you will, and ought to be finished largely in the early part of next year with its fiber build, and can't give you the numbers, but obviously, we expect that a marginally negative free cash flow figure this year becomes a meaningful free cash flow figure over time, so that trajectory mirrors more of what you're seeing more broadly in the European tech sector, which is reduced CapEx over time, and that should generate free cash flow, so those three assets, I think, are pretty clear or should be pretty clear.

Belgium, a little more complicated because there, you know, we're still consolidating the NetCo, and that NetCo has at least EUR 2 billion in front of it, some of which we finance, some of which our partner finances, some of which will be debt financed. And what we haven't yet done there is really engage the market or sell a stake, to be more blunt about it, in the Wyre asset.

There may come a time, will come a time where that is the right move. Wyre is arguably going to be the most interesting, attractive infrastructure asset in Europe, given what we're trying to do there with utilization rates at 80% or more in a big chunk of the network.

So we fully anticipate that that asset could either be deconsolidated or certainly reflect a value contribution to our value creation narrative that's substantial and, you know, over time, reduce the focus on CapEx and really put the attention back on ServCo. And the ServCo in Belgium has some 5G CapEx, which we've discussed, and others, but that trajectory also looks positive.

I think I'm answering your question, you know, more indirectly than directly, but I'd say market by market, we absolutely believe the free cash flow trajectory of these businesses looks good. That's why we're investing in CapEx. That's why we're being creative as to how we invest the CapEx, to why we're establishing NetCos in two instances. I think you're going to like what you see longer term.

Operator (participant)

Thank you for your question, Steve. Our next question comes from a line of Joshua Mills with BNP Paribas. Your line is now open.

Joshua Mills (Executive Director)

Hi, guys. I'll use my one question to go into a bit more detail on slide 14, please. If I understand this right, I think what you're saying to us is going forward, you want to illustrate the value of the central services business. And part of the way you're going to do that is by increasing the MSA fees and trying to get more money from the opco levels.

I guess my question is, how do you think about the balance there? Because on the one hand, yes, you'll potentially neutralize this negative cash drag, which, you know, is clearly a heavy one from a valuation perspective. But it's also going to reduce the EBITDA and the free cash flow out of those businesses, which in some cases are already under pressure.

And you're talking about spinning off or doing IPOs within the next few years. So maybe it's a couple of commentaries on how you get that balance right so that you can still get what you deem to be fair value for those businesses when they come to market while it's upstream in cash in an appropriate way to Liberty would be helpful.

And then maybe just a part B to that question. Are we talking here mainly about the businesses within your 100% ownership, or have you had the conversations with Telefonica at VMO2 and Vodafone at VodafoneZiggo that they should be paying you more effectively from the JV level up to Liberty because of the services you provide? Thanks.

Charlie Bracken (CFO)

Mike, are you there?

Mike Fries (CEO)

Yes, sorry, I was on mute. That was a great question, Josh. I'm going to let Charlie address most of it.

I just want to say quickly up front that while we definitely mentioned MSAs at the outset as to a source of net corporate spend reduction, there is an additional source, which is, of course, just simply reducing costs, and I would not be surprised if we take a good hard look at the operating model and the expenses and, you know, size and scale of the corporate group at the same time, so it's not simply laying off costs to opcos, as you point out, who are already having their own issues, and quite frankly, which we want to maximize the value of. It's also rethinking the operating model as we move forward, so you should expect both things to occur. Charlie, you want to address the MSA question?

Charlie Bracken (CFO)

Yeah, so look, I think Sunrise is a good test case. What services make sense to scale and where we have expertise that is expensive to replicate to the opcos and what doesn't? And I'm not going to go through each of the key levers. I tried in my remarks to do that, but I'll give you an example. Treasury would be a good example. Right or wrong, we think we have a very, very good treasury who are well experienced on managing debt facilities and bank balance sheets.

And they just, for example, did actually a very good refinancing for Sunrise since its spin, which materially reduced the cost of its capital and extended its average life. Now, it doesn't make sense for Sunrise to build its own treasury for less regular transactions. And also, they'd find it hard to replicate the level of expertise we have.

So in getting that balance right, that is the kind of thing we're trying to get right. I think it's also worth pointing out that we have obviously charged these companies for many years, MSAs, but they've always been below the EBITDA line. So there's nothing new going on here. What we're now, when we spin them, is making explicit what proportion of that should be above the line. And just to confirm, what I'm talking about here is specifically related to those corporate advisory services.

Liberty Tech and indeed Liberty Blume are genuine arm's length businesses where they win or lose according to third-party contracts. And in the case, for example, of Zayo, you know, we were competitive enough to win from a third party, and the same thing applies with each of these opcos.

Mike Fries (CEO)

On your question around JVs, we do collect management fees, MSA fees from VMO2 that was established at the outset along with TEF. Charlie is working very hard on our growth portfolio, where we are providing meaningful services to controlled and minority-owned positions there. So this isn't an extraction exercise. This is a value creation exercise, but it's also ensuring that the extraordinary value we think we provide is being properly recognized. But also, as I'll repeat, we'll look at the operating model as well. This is not just offsetting. This is going to be rethinking the operating model as the shape of the business changes.

Operator (participant)

Thank you for your question, Joshua. Our next question comes from a line of Carl Murdock-Smith with Citigroup. Your line is now open.

Carl Murdock-Smith (Head of European Telecoms Equity Research)

That's great. Thanks very much. I'll ask the A shares versus C shares question, please, regarding the buyback.

Just an update on how you're thinking around that. All of the buyback last year, I think, was done on the C line, despite it being more expensive and now having lower liquidity than the A shares. So I was just wondering on what your thoughts are around the buyback going forward and in terms of which line to do it. Thank you.

Mike Fries (CEO)

Yeah, thanks, Carl. Listen, I think we do this on a relatively dynamic basis. So I don't know that we have, at this very moment, a grid we're willing to disclose. I will say we haven't been buying any stock through the course of this year. We did not have a 10b5-1 plan in place at year-end. So through, you know, February 19th, we haven't bought a single share, but we anticipate obviously doing that.

You know, as you'll see what we do as time goes by as we disclose it, but I'm not going to give you the expectation at this point.

Operator (participant)

Thank you for your question, Carl. Our next question comes from a line of Matthew Harrigan with the Benchmark Company. Your line is now open.

Matthew Harrigan (Equity Research Analyst)

Oh, thank you. Thank you. There is a sense of CES this year and some other forums that you get an acceleration in the handset replacement cycle. Right now, it's about four years. It's been the longest it's ever been. You know, some of that could be prompted by AI functionality in the phones beyond, you know, the facial recognition and transcription. You know, maybe it's better integrated so you don't have to fumble around with an app.

How do you think an increase in switching activity, you know, on the high end of the market could affect your mobile operations in the U.K. and Benelux? You know, what are the opportunities, you know, there? And would you expect to gain share if that finally happened? Obviously, everyone on this call is well aware that 5G in Europe has substantially lagged that in the U.S., but it does feel like it could be an interesting propellant for your business. Thanks for taking the question.

Mike Fries (CEO)

Thanks, Matt. Lutz, you want to address that in the U.K.?

Lutz Schüler (CEO)

Yes.

Mike Fries (CEO)

You might be on mute.

Lutz Schüler (CEO)

Can you hear me? Hello?

Mike Fries (CEO)

Yep.

Lutz Schüler (CEO)

Yeah? Okay. So as you rightly point out, Matt, right, O2 has really the majority of premium customers. So we are the home of iPhone, and also we have recently launched the flagship innovation from Samsung.

But with all of it, we don't see any acceleration based on AI on these demands for these kinds of phones yet. So therefore, we are very cautious factoring this in in the future. I mean, if your forecast is right, it's upside, but it's not really in our guidance. So we don't see that, but I agree with your question, and hopefully, you're right.

Operator (participant)

Thank you for your question, Matthew. Our next question comes from a line of Ulrich Rathe with Bernstein Société Générale Group. Your line is now open.

Ulrich Rathe (Director)

Thank you very much. Thank you so much. I have clarification questions on the U.K. What was the nature of the working capital benefit in the fourth quarter that's now weighing in a way sort of on the year-on-year trends for free cash flow?

And also, what is the nature of these pro forma net adds in terms of the acquisition adds? I think you mentioned Giffgaff as a particular driver, which suggests that this could be add dilutive, this recovery of the net adds. And if I may, just to clarify, one thing that was left open in the guidance was the nexfibre impact, which has been either way in the past. I mean, how do you actually expect that to unfold in 2025 in the U.K.? Thank you so much.

Mike Fries (CEO)

Thanks. Charlie, you want to take the working capital question and maybe the nexfibre question, and then Lutz, you can handle the postpaid adds.

Yeah, so on the working capital, you know, just to remind you, you know, we try, we believe telecom companies run their working capital broadly flat, you know, because our customer cycle, broadly the customer pays us real time, and to the extent to which your costs stay flat, you broadly have a payable cycle that doesn't really finance. Now, within that, there are obviously seasonal variations, Q4 variation, that's a big difference. And we do do some optimization of it, for example, around realizing a much lower cost of capital by what they call factoring receivables. So we do handset receivables, as many people do. And in the case of our payables, we try and take the pressure off our suppliers by doing what's called vendor financing, which I think we've talked about over the years.

You know, I would characterize the 2024 swing as within broadly flat because it's a big company, $10 billion of revenue. But it was a slightly positive there. And I think what we've suggested in 2025 is that we are just reverting back to a pure flat number. And to be honest with you, the only certainty is it'll be plus or minus around that. It could be a bit more positive. It could be slightly negative. And it'll depend a lot on the seasonal nature and also the timing of certain CapEx, etc. Do you want to take the nexfibre on guidance, Charlie?

Charlie Bracken (CFO)

So what was the question on nexfibre? I'm thinking about it.

Lutz Schüler (CEO)

I can do this. I mean, we are not guiding nexfibre. Yeah, so maybe then I start with nexfibre question.

I mean, as you know, we are not publicly differentiating in our net growth between our existing coverage and nexfibre. So therefore, you get the blended number. I think underlying, of course, it shouldn't be a surprise for you that in the BAU coverage, we are losing customers, small amount, but we are losing it. And in nexfibre, we are growing because we are penetrating a new network. Now, what I can tell you is that our losses in our existing coverage are significantly less than other big market players. This is what we believe. But aggressive alt-nets, yeah, with very aggressive prices are getting some customers also away from us. The question is, for your models, what do you factor in? How long will this last? How sustainable is this?

On the postpaid question, so first, I think it's very important to understand that we've taken a conscious decision to approach the market in postpaid or in pay monthly with two brands, O2 and Giffgaff, so therefore, deliberately, we are not lowering prices on O2 too much because this is our premium brand, and if we are going in acquisition too aggressive, we also would offer that to our existing base, so therefore, there are two markets we are playing in. The classical MNO market, this is O2, and here we look clearly more after ARPU than after volume. Giffgaff is the volume brand. Here we look more after volume and less after ARPU, and if you added both up, you can see on page eight of the deck that the postpaid ARPU in Q4 has been shrinking minus 6%. But the year ago, it was a tough comparator.

And as you know, we are doing the price rise in Q1. And I think you know the level of price rise we are doing. So we have a much less tough previous year comparator out of price rise last year. And the price rises are quite interesting for us. So therefore, going forward, we are pretty confident that, right, ultimately what we are interested in is to grow mobile service revenue out of P X Q out of both brands. And we are confident in that.

Ulrich Rathe (Director)

Thank you, Lutz.

Operator (participant)

Thank you for your question, Ulrich. Our next question comes from a line of David Wright with Bank of America. Your line is now open.

David Wright (Managing Director)

Yes, thank you. And thank you for taking my calls. I'm just going to come back to slide six, your sum-of-the-parts walk, which I think there's an element of. There's a lot of debate around this, of course, if only the fact that obviously the market is not agreeing and thus your derivation of the undervalued assets. I guess my question is U.K. related, but as a derivative of this, which is you talk about there being zero equity value for the telecom assets. But obviously what we are observing in telecom, I think we know very clearly is that the equity infrastructure assets are valued at a much higher multiple than the ServCo assets.

So if you do go down the route in the U.K. or in Belgium of selling off infrastructure within the NetCos or Wyre or whoever it may be, is it not the case that the value of the mix of the telecom asset will be on a lower EBITDA multiple because you've got less infrastructure and more ServCo? And that's coming to, I guess my key question here is what potential equity.

Mike Fries (CEO)

David, thank you for your question. Did we lose you? Well, sorry, we lost the last little bit of your question, David, but I'll try to riff off of what I think you're getting at. Look, there's lots of ways of answering that.

I would say, number one, whether it's one turn on the integrated EBITDA or it's three turns on the NetCo and half a turn on the integrated on the ServCo, there's no question that, you know, we're trading at the value of our debt. And that's where Sunrise was trading as well as an integrated operator. And, you know, if you look at the telco average across Europe, which is a mix of NetCo ServCos integrated companies at six and a half, does it seem extraordinary to us to think that, you know, getting people to appreciate the value of our infrastructure, the value of our free cash flow potential over time is worthy of a higher multiple? And by the way, I'm not going to wait around for you to get there. Meaning if the market doesn't appreciate it, we'll just have to prove it.

And that's really the difference. The strategic pivot 12 months ago was we ain't waiting around anymore for you to figure it out. We're just going to prove it. And we did that with Sunrise. So to me, it's not a question of will it or won't it. We'll demonstrate that it's there. We'll show you with transactions, with strategic opportunities that it's there. And people who stick around will get the benefit of it. I mean, you know, we certainly want research analysts, yourself included, to see the value in what we're doing. We want you to appreciate the free cash flow potential of our businesses. We want you to understand the network infrastructure strategies. That's no question. But we know that over time, a combination of these things will absolutely be reflected in the value of these telecom businesses.

And that if I went to my partners, if I went to an investment bank to list something, if I went to a private equity shop to sell it, they're not giving me zero. All right? Just they're not giving me zero. So the fact that we think it's zero, I think is the starting point. And we can debate whether it's one turn, two turns, three turns, whether it's free cash flow, dividend yield strategy, or a network infrastructure premium multiple strategy, or a combination of all of those. But we're convinced that over this, you know, 24-36 month time frame, we're going to demonstrate that. And that is what you have to believe to buy this stock. That's the bottom line. You know, whether you get there or another analyst gets there, I don't really care. We're going to get there.

And, you know, it'll be delivered through external independent transactions or opportunities as opposed to analytical research. But, David, we didn't get the end part of your question, but I hope that's responsive.

Operator (participant)

Thank you for your question, David. Our final question comes from a line of James Ratzer with New Street Research. Your line is now open.

James Ratzer (Partner)

Yes, Mike, good morning. Thanks very much for taking the question. So the area I was interested in focusing on today, please, was just the spectrum position that you have in the U.K. asset with Virgin Media. So obviously with the Vodafone Three transaction, they build a pretty dominant spectrum position. But to offset that, you will be buying some spectrum from them to strengthen your own position. So, you know, I was wondering if you can give us some more insight into the moving parts here.

Can you let us know, for example, how much spectrum you will be purchasing? You know, can you give us some steer on what the cost of that will be? Will we see the cost of that in 2025, or is it going to be phased in over a few years? And then with this new spectrum position, how secured do you feel about, for example, the Sky MVNO on your network and whether they could be lured across with a stronger spectrum position at Vodafone Three? When does that contract with Sky next come up for renewal? Thank you.

Mike Fries (CEO)

Yeah, lots of really good questions there. I'll let Lutz dig in. I don't believe we've disclosed much in the way of detail, Lutz, on price and the megahertz spectrum and the bands we're buying. But I'll let you address that as well as the Sky contract length.

Lutz Schüler (CEO)

Yeah, thank you. Yeah, James, as Mike said, right, we can't really disclose neither the concrete spectrum nor the price. The deal is also not closed on VodafoneZiggo yet. I think the spectrum will be disclosed by Ofcom, if I'm not mistaken, after the deal has been closed. And also to share with you the price, we need agreement from our partners there. So unfortunately, we cannot say that. I think what I can say is, you know, that our market share is significantly higher today compared to the spectrum we hold. And we fixed that with this kind of deal. So we put ourselves in a healthy position.

I also don't want, and I'm not allowed to disclose with you the terms of the deal with Sky, but what I can tell you is that the spectrum we are sitting on, the investments we are doing in our mobile network, we have done, especially in 2024, which was significantly higher, and we will do going forward, puts us in the position to really stay in a long-term relationship with Sky.

James Ratzer (Partner)

Thanks, Lutz.

Mike Fries (CEO)

I think that's time, operator. Or was there one more?

Operator (participant)

No, sir, that concludes today's question and answer session. I would now like to pass the ball back to Mr. Fries.

Mike Fries (CEO)

Please, yeah, thanks everybody and David, sorry to get animated on your question. I didn't get the end part of it, so I hope we were responsive. But listen, I appreciate you joining us.

A little longer remarks today, but I think [it's] appropriate given your end. As far as we're concerned, we think 2024 was a standout year. We hit 13-14 guidance metrics on or off Sunrise and more or less achieved all the strategic goals. We're setting ourselves up for an equally ambitious 2025 and beyond. You know, we feel like this is nothing but upside here. Of course, the buyback will help us, you know, benefit from that and you hopefully over time. We're excited about where we're headed. We always appreciate your questions and your support. You know where to find us. Thanks, everybody.

Operator (participant)

Ladies and gentlemen, this concludes Liberty Global's fourth quarter 2024 investor call. As a reminder, a replay of the call will be available in the investor relations section of Liberty Global's website.You can also find a copy of today's presentation material. Thank you and have a wonderful day.