Liberty Global PLC

NASDAQ:LBTYA

Earnings Call Transcript 2021-Q3

[Operator]

Good morning, ladies and gentlemen, and thank you for standing by. Welcome to Liberty Global's Third Quarter 2021 Investor Call. This call and the associated webcast are the property of Liberty Global, and any redistribution, retransmission or rebroadcast of this call or webcast in any form without the express written consent of Liberty Global is strictly prohibited. [Operator Instructions].

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 the 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 within the Securities and Exchange Commission, including its most recent 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 such statement is based.

I would now like to turn the conference over to Mr. Mike Fries.

[Michael Fries, Vice Chairman, President & CEO]

All right. Thanks, operator, and hello, everyone. We appreciate you joining our Q3 results call. We've got a lot to share today, and I'm sure you've got a lot of questions. Most of my senior team is on the call, and I'll get them involved in the Q&A as needed.

So I'm going to kick it off right on Slide 4 with some key highlights from the quarter, which was solid in our view from an operational, financial and strategic perspective.

First of all, we remain squarely focused on our 3 pillars of value creation that we outlined in our Q2 results call, and that focus is paying off. Of course, it begins with the transformation of our European platform into a handful of strong national fixed-mobile champions capable of delivering long-term and sustainable growth. And those FMC champions are bookended by our Ventures Portfolio on one side, which is highly strategic and growing in value, and our commitment to a levered equity model on the other side, supported by free cash flow per share and the growth and a predictable buyback plan.

Operationally, we continue to experience strong commercial momentum across the group with third quarter broadband and postpaid mobile additions up sequentially from Q2. And after 5 months in the U.K. and 11 months in Switzerland, our newest converged businesses are firing on all cylinders.

We're also feeling very positive about our current fixed network superiority and even better about our strategic opportunities for further expansion and upgrade of those networks.

And then lastly, with just a couple of months to go in the fiscal year, we are upgrading our free cash flow guidance, all of which we'll talk about in the remarks that follow.

So before moving on, I just want to add that we also remain very focused on ESG, and you'll find a section in our earnings release covering recent developments. This includes our commitment to our Net Zero targets by 2030 across Scopes 1 and 2, and a goal to confirm our ambition for Scope 3 by mid-2022. And those who prioritize this work would know that we have a really good track record here in absolute terms and in relation to our peers and have been recognized as a clear leader in our sector.

I'll dive a bit deeper into what we've called our 3 pillars of value creation on Slide 5. If you're looking for a simple way of understanding how we're building this company and what we believe will drive the stock moving forward, and this is it.

Of course, it all revolves around our core operating businesses in the U.K., Belgium, Holland and Switzerland, which all share some really key characteristics. First, they're all FMC champions in their markets with significant national scale. That means they are generally #1 or 2 in every product, either chasing the incumbent or leading the way. And national scale gives us the ability to shape those markets from a regulatory point of view. It gives us the ability to engage with global tech and content suppliers. And it gives us the ability to drive innovation and market share.

Each of these operations is also benefiting from the same secular tailwinds like unparalleled demand for connectivity, renewed pricing power, increasing regulatory support for consolidation and investment and the valuation of infrastructure assets like fiber and towers.

Now I'll talk about our fixed network strategies in a moment, but we do have tower assets in the U.K., Holland and Belgium that have yet to be monetized. In fact, Telenet just announced a strategic review of their tower portfolio for that very reason.

The fundamental goal of convergence is to give customers more choice, more value and more convenience. And that generally leads to reduced churn, higher NPS and more sustainable financial growth. And in every FMC combination, we either have or are still realizing material synergies. The U.K. and Switzerland alone are targeting synergy NPVs of around $12 billion, and 75% of that or about $15 per share will accrue to Liberty shareholders when it's realized.

Along the way, in each market, we'll continue to evaluate ways to reduce the underlying gap between public and private market value. Of course, selling assets at a premium is one way, and UPC Poland is just the latest example of that. Multiples in that deal, by the way, are 9x EBITDA and 20x operating free cash flow. But we've also talked about from time to time public listings as a way of unlocking value, and we may pursue some of those strategies in 2022.

Now moving to the second pillar. An additional catalyst for closing the gap in our stock is our Ventures portfolio, which today is valued at $3.1 billion or about $5 to $6 per share. We've talked about the strategic verticals here, tech, content and infrastructure, and we'll continue to provide greater transparency on what we're doing every quarter.

Since our last call, a couple more of our early-stage tech investments have reached unicorn status, including Plume, which just raised capital from SoftBank at a $2.6 billion valuation. That's over 10x what we initially invested. And all in all, we've generated, we believe, a 30% IRR in this tech portfolio alone and returned $400 million of capital to the parent.

We're also excited about our infrastructure initiatives, including AtlasEdge, which is using our existing property assets to create scalable data center capacity at the edge. This is a JV with DigitalBridge and is capitalized for organic and inorganic growth. In fact they just announced the acquisition of 12 data centers from Colt.

Now the third value driver here is our levered equity growth model. In many ways, this truly sets us apart from our peers in Europe. Now we have proven that 4 to 5x leverage with fixed-rate, low-cost debt at the operating company level is both sustainable and accretive. This is especially true when you have underlying businesses that generate significant free cash flow over the long term. And when you combine this with an unwavering commitment to buy back with excess liquidity, we think you have a winning formula.

Now as you've seen and I just mentioned, today we raised our free cash flow guidance for 2021 to $1.45 billion. This represents an increase of 36% over 2020 free cash flow, but a 43% increase on a free cash flow per share basis as we calculate it. And our commitment to buy back 10% of the outstanding shares in 2022 and 2023 should help underpin that sort of value creation story going forward.

Now Slide 6 shows some key performance metrics for our fixed mobile operations in the U.K., Switzerland, Belgium and Holland. There are quite a few numbers here. So before diving into each, I'll just make a few observations.

First of all, you'll see that we had stable or growing revenue in the third quarter across the platform. There are lots of factors at work here, including strong broadband and postpaid mobile growth with 260,000 net adds in just these 4 markets. And that's combined with generally strong B2B results.

Now looking at each OpCo separately, Virgin Media O2 delivered its sixth consecutive quarter of net broadband growth in both our new build territories, meaning the 2.6 million Lightning homes, and our legacy markets, what we call BAU. Perhaps not surprisingly, we estimate we continue to get around 50% of all broadband net adds on our footprint.

In the mobile business, O2 remains the industry leader on churn, which is, I think, less than 1% per month, and that helped generate another good quarter of postpaid mobile growth of 108,000. And financially, on an IFRS basis, VMO2 reported its first quarter of positive revenue growth as a newly formed JV.

Consumer fixed revenue was up 1%, helped by customer net adds and the price rise earlier in the year. By the way, we expect this sort of growth to continue as we contemplate pricing changes for 2022 on the back of rising CPI and as we start to lap annual best tariff notifications.

And just to point out, and you'll see on the page here, B2B was a tough comp this quarter for VMO2, down 9%. But that's related to the delivery of backhaul contracts in the prior year, which should remain a structural growth driver going forward.

Also a reminder that our IFRS EBITDA growth, which was 2.6% year-to-date, does include our one-off costs to capture synergies, which are substantial and rising. So Charlie will get into that in more detail in a moment.

Moving to Switzerland quickly. Sunrise UPC is maintaining strong commercial momentum in the face of an increasingly competitive marketplace. We delivered a seventh straight quarter of broadband adds and should again lead the market in postpaid mobile growth. Revenue has been stable, but EBITDA growth was strong as it relates to cost controls and synergies and actually would have been greater than 4% if you exclude onetime costs to capture.

Telenet has also had a strong quarter with its eighth consecutive quarter of broadband growth and rising ARPUs on the fixed side. B2B continues to be a solid performer for Telenet with mid-single-digit revenue growth in Q3 and year-to-date. We'll talk about some of the strategic opportunities in a second, but it's good to see stable revenue and EBITDA growth from Telenet year-to-date.

And then lastly, the Netherlands remains a steady market that supports pricing and upsell across our converged business. VodafoneZiggo delivered good postpaid mobile growth with 67,000 net adds in the quarter. On the fixed side, the focus operationally is on customer retention with things like speed boost and SmartWiFi. Despite a more competitive broadband environment, VodafoneZiggo recorded its tenth straight quarter of total revenue growth, largely in that 2% to 3% range, and generated 2.4% EBITDA growth in the quarter.

Now fixed mobile convergence remains a key driver of the growth I just outlined, and we provide some key updates on where we stand with fixed mobile convergence on Slide 7.

On the left, you'll see that we are now at or approaching convergence across the 4 markets, which means that 1 of every 2 broadband subs is also taking a mobile product from us. As you know, we've been at this for 5 years now, and FMC benefits are rock solid. In Belgium and Holland, we've seen consistent improvement in NPS and churn and significant cross-sell and upsell benefits.

We're particularly excited about our 2 newest FMC markets. In the U.K., the combination of Virgin Mobile and O2 resulted in 43% of our broadband customers taking a contract mobile product from us. This is a strong position relative to the market, which stands at 26%, and the BT, which is at 36% after 5 years. So it's important to point out that only 1/3 of the O2 mobile base that can use Virgin's broadband service are actually subscribing today. So there's a sizable cross-sell opportunity in that direction as well.

And just to give you a better sense of that opportunity, in Holland and Belgium, 80% and 100% of our SIMs are using our broadband service. And you might also have noticed that VMO2 just launched its first converged product last week called VOLT. And like in other markets, VOLT is leveraging our superior broadband network to give new and existing customers broadband speed boost of up to 1 gig, more mobile data and more value. We're only 2.5 weeks in, but VOLT is off to a great start. Lutz will probably address that.

And Sunrise is also leveraging its extensive 1-gig reach and the best 5G network in the market, by the way, with its new product called Sunrise We. And the principle is clear. The more you buy from us, the more benefits you get. And the launch was fast and flawless, as André would say, and feedback from the market and customers has been very positive with October sales up 30%. And this is really step 1 for Sunrise as we'll be launching an even more comprehensive FMC product in mid-2022.

With 56% convergence today, Sunrise is already the market leader, 10 points of ahead of Swisscom, and André has every intention of staying 2 steps ahead, I imagine.

And speaking of staying 2 steps ahead, I'll end my remarks with a quick update on how we're approaching our fixed network strategies in each market. And we covered this pretty extensively on the last call, so I'll try not to repeat too many things. But one of the benefits of having fiber-rich networks in multiple markets is that we're presented with multiple pads to 10-gig speeds and beyond. So it's hard to read across from one market to the next. That's why it's worth spending a minute on this.

It's also important to remind investors that we are the undisputed speed leader in our operating territories today. And that's pretty clear from the chart on Slide 8. You'll see the orange bars show that 95% of our 30 million fixed households in the U.K., Ireland, Belgium, Switzerland and Holland will have access to at least 1-gig speed at the end of the year.

In order to put that into context, we show just beneath these orange bars the latest estimates of where each of the incumbent telcos in our markets is expected to be with their fiber overbuilds by year-end. And you'll see that ranges from 15% of our footprint in Belgium to 25% in the U.K. to 45% in Holland. So the speed advantage today is real, and it's actually reflected in the fact that our average customer is subscribing to a product that is generally 2 to 4x faster than the market average.

Now we know that markets are not static, right? And we've always been on or ahead of the curve when it comes to broadband innovation. And so the bottom of the chart summarizes by market 3 core data points. One, what's our current thinking on upgrade technologies? Two, will we seek to enter the wholesale market? And three, what are we considering around a NetCo-ServCo model? And we know all 3 of these issues are on top of the minds of investors.

So starting with the U.K. on the far left. Of course, we already announced our plans to overlay our HFC network, about 92% of total homes, with an XGS-PON fiber-to-the-premise solution by 2028. As a reminder, the upgrade costs relative to DOCSIS 4 are only modestly higher since our U.K. networks are fully ducted, and we'll only build drops and incur CPE costs for those customers who want or need a fiber solution.

As you might expect, we're in the midst of a 50,000-home trial in 3 locations right now with the goal of validating engineering and upgrade costs. I'm happy to report that so far, everything is checking out, and we'll certainly provide more information on that in our fourth quarter results call.

Regarding the wholesale market in the U.K., we are still evaluating the opportunity. But our decision to move forward on this fiber-to-the-premise overbuild was not contingent on reselling our network, nor did we assume the creation of a NetCo or any investment from industrial or financial partners. And as you might have picked up, we continue to look at those ideas. But no decisions have been made.

Moving to the right, you'll also have seen that we just announced our decision to pursue a similar network solution in Ireland, essentially a fiber-to-the-premise overlay of our 1 million HFC homes by 2025. Now Virgin Media Ireland benefits from similar infrastructure advantages to the U.K. with access to its own ducts on 1/3 of the network and aerial plant on the remainder. We expect the total capital cost here to be roughly €200 million or about €200 per premise, which is only marginally higher than a DOCSIS 4 solution. It comes with less expensive drop costs than the U.K.

All in, the project will require less than €100 million of equity from Liberty Global. So from our perspective, this was a cost we could easily absorb and would ensure that Virgin Media Ireland remains a speed leader in the market.

Now in this case, we also announced our intention to open up Ireland's network to wholesale customers, and we're excited about this opportunity. And while we looked at several structural options, given the size of the market and the lack of substantial network expansion, our current plan is to keep this an integrated company, not a Netco/ServCo.

Continuing on, Telenet recently announced a nonbinding agreement with Fluvius, a local utility company, to build Flanders' data network of the future. As a reminder, Fluvius already owns about 1/3 of Telenet's network, which it leases back to Telenet in a fairly complicated structure.

And when the deal is finalized, Telenet and Fluvius will create a NetCo that they own together, which will upgrade Telenet's HFC network with a fiber-to-the-premise overlay. And because of Telenet's market share, the NetCo will start with a very high utilization rates, which would make it attractive to low-cost capital and, as they indicate, largely self-funding. So John and his team addressed this extensively on their earnings call last week, if you want to dig in further.

In our view, this should be an accretive deal for Telenet. It secures its position as the leading broadband provider in Flanders with an opportunity to expand wholesale revenue and garner an even higher multiple for its stake in the NetCo from industrial or financial partners.

And we've talked about Switzerland a bit publicly, but it's looking increasingly clear that we will pursue a hybrid strategy there, optimizing our capital spend to fortify our current advantage over most of the market. This means a blend of DOCSIS 4, some fiber-to-the-premise build and access to Swisscom's fiber network where and when we need it. That'll be the solution. So we shouldn't be at any product disadvantage anywhere. Of course, this means we're also unlikely to pursue wholesale revenue or a NetCo structure here.

And then finally, in the Netherlands, VodafoneZiggo maintains a lead in broadband market share over KPN and a strong competitive advantage with gigaspeed coverage reaching 80% of the footprint by year-end. But we do see fiber overbuild activity accelerating, which has prompted management to develop its own fiber response plan. The current approach is focused on a hybrid model with an emphasis on DOCSIS and upgrades geared towards capacity rather than pure speed. Let me say there's more work to be done here with management and our partners at Vodafone but also plenty of time to get it right. And I have total confidence in the VodafoneZiggo team. Year-to-date, they've outperformed KPN on just about every financial and operating metric, and they know this customer base in this market extremely well.

So that's it for me. Obviously, we'd be happy to address any of these topics in Q&A. I think simply put, it's all about value creation for us. Now we've been super agile over the last 5 years, exiting half our markets at significant premiums and doubling down in the remaining markets to build national FMC champions. And each of those FMC platforms are riding secular and company-specific tailwinds and budgeting solid and stable free cash flow growth over the long term.

And I feel like we've been allocating capital in smart and accretive ways as well, prioritizing buybacks, as you all know, targeting scale-driven FMC mergers like in Switzerland and opportunistically pursuing venture investments with above-average return potential. So the team is fired up, I'm fired up, and we're super excited about where we're headed.

At this point, I'll turn it over to you, Charlie.

[Charles Bracken, EVP & CFO]

Thanks, Mike. I'm starting by highlighting our [Technical Difficulty] where we achieved stable to positive revenue growth across all markets and consolidated rebased revenue growth of 0.7%. This is encouraging given a more normalized third quarter from a COVID perspective. Walking through by operation, in the U.K. market in Q3, Virgin Media O2 saw positive revenue growth of 0.7% on an IFRS pro forma basis driven by increased activity as COVID impacts subsided.

Breaking down the revenue mix of the U.K. joint venture, mobile revenue was broadly flat year-on-year with a 7.4% year-on-year increase in handset revenue fueled by an increased upgrade activity following mobile hardware launches from Samsung and Apple. This was offset by lower service revenue due to the continued impact of a change in the distribution channel mix. Consumer fixed revenue increased by 1% year-on-year supported by strong volumes despite a continued modest 2.1% year-on-year decline in fixed-line customer ARPU. B2B fixed revenue was affected by the phasing of installation activity for high-capacity data services within wholesale.

In Belgium, Telenet delivered growth of 0.4% delivered by continued broadband and ARPU growth and remains well on track to deliver 1% revenue growth, in line with full year guidance. And Sunrise UPC saw revenues slow sequentially to flat in the third quarter year-on-year on a rebased basis predominantly driven by an increase in mobile service revenue, which was partly offset by less handset revenue and lower consumer fixed mainly from declining basic video subscribers as the market environment remained competitive.

VodafoneZiggo continued on a trend of strong financial growth with total revenue up 1.9% driven by growth in mobile, B2B and stable trends in fixed revenue. This represented its tenth quarter of consecutive revenue growth. Moving to rebased adjusted EBITDA, the group returned to growth of 1% in Q3. As with prior quarters, we continue to highlight costs to capture with OpEx for Switzerland.

Virgin Media O2 EBITDA declined by 0.6% on an IFRS pro forma transaction-adjusted basis, including cost to capture of $15 million. As flagged, with increased activity levels, EBITDA growth slowed relative to the strong first half, with the slowdown being driven by increased sales and marketing expenses ahead of the peak Q4 trading period and higher programming costs. In addition, increased investments in digital and product development also contributed. Telenet reported a small 0.4% decline in EBITDA as Q3 faced a tougher comparison with the previous year and more marketing spend related to the new FMC tariffs, coupled with some seasonality in the operating expense. Now despite this, Telenet has increased guidance for the full year to the upper end of its 1% to 2% adjusted EBITDA growth rate.

Sunrise UPC grew 3.3%, including $3 million of costs to capture. Strong adjusted EBITDA trends benefited from low costs to capture in the quarter, positive phasing of costs, including marketing spend, and early synergy execution, as we highlighted in the second quarter. And in the Netherlands, a 2.4% increase was posted with a strong, continued EBITDA growth being driven by top line growth while keeping cost levels under control in the post-lockdown period.

Turning to the next slide. You should note that as of Q3, we've ceased to use the term operating free cash flow. In place of this, we'll be referring to the term adjusted EBITDA less P&E additions. Now this term effectively holds the same meaning as operating free cash flow. And therefore, it doesn't really impact any previously reported amounts, and nor does it impact our forward-looking statements.

Now at a group level, adjusted EBITDA less P&E additions grew 6.3% despite $28 million of costs to capture weighing on the Q3 performance. This strong trend is driven by the EBITDA growth and tight CapEx discipline in the quarter we talked about earlier. And this does benefit from some timing impacts, which will rebound in Q4. Virgin Media O2 show IFRS pro forma transaction-adjusted EBITDA less P&E additions declined by 14% driven primarily by a step-up in CapEx as the joint venture continues to invest in 5G and fixed infrastructure, and a cost of capture of $28 million. CapEx will remain elevated in the fourth quarter as well, in line with the broader PPE guidance at the joint venture.

Telenet declined by 4% in the quarter driven by higher investments, whilst in the Swiss market we grew 15% despite $27 million cost to capture, this being driven by continued CapEx discipline and the adjusted EBITDA growth we talked about earlier. VodafoneZiggo saw a 9% growth in adjusted EBITDA less P&E additions, again due to favorable CapEx timing in the quarter.

Turning to free cash flow. As of Q3 year-to-date, we've achieved adjusted free cash flow of just over $1 billion driven by growth year-to-date in the adjusted EBITDA less P&E additions. In addition, this quarter, we decided to upgrade our full year free cash flow guidance from $1.35 billion to $1.45 billion. And this is on the back of generating new underlying efficiencies, along with disciplined and focused CapEx spend. This new target represents an uplift of 36% versus 2020 and is also supported by a refined shareholder distribution guidance at VodafoneZiggo and Virgin Media O2 for 2021. To give an update on our buyback activity, you can see on the next slide we've repurchased over $1.1 billion worth of stock. We are firmly in position to achieve our $1.4 billion buyback target that we announced last quarter by the end of the year. Our Ventures portfolio has a fair market value of $3.1 billion, and we continue to see some valuation uplifts during the quarter relating to the closing of the AtlasEdge deal and with our tech Ventures portfolio. But this has been largely offset by falls in fair market values at ITV and Skillz.

Finally, our balance sheet position remained strong with our total liquidity arriving at $5.3 billion. And you should note that our debt maturities still remain very long, around 7 years or longer in every OpCo.

So in conclusion, turning to the guidance, as we mentioned, we're upgrading free cash flow guidance to $1.5 billion, and we've refined the guidance at Telenet and VodafoneZiggo and also have given new guidance for 2021 at the U.K. for flat to positive adjusted EBITDA growth before cost to capture.

On cash distributions to shareholders, VodafoneZiggo is now guiding to above €600 million and the U.K. joint venture for at least £300 million. And finally, to conclude, we continue to see FMC execution driving operating momentum across our markets and our network strategies evolving in Belgium and Ireland. We are upgrading our full year '21 adjusted free cash flow guidance to $1.45 billion and reaffirming our commitment to our multiyear buyback framework.

And with that, operator, over to questions. Thanks.

[Operator]

[Operator Instructions]. We will take our first question from Jeffrey Wlodarczak from Pivotal Research.

[Jeffrey Wlodarczak, Pivotal Research Group]

I had a couple on the U.K. I wanted to focus on the continued strong U.K. data results. I mean that's, I think you said, 7 quarters in a row of positive growth in both sort of Lightning footprint and the rest. I assume most of that's related to the fact that you're offering 4x the speed of BT. Can you talk about the success you've had in upselling consumers to higher-priced, higher-speed packages? And then can you also talk about how you're doing in the 20% of your footprint that is overbuilt by fiber-to-the-home for BT?

[Michael Fries, Vice Chairman, President & CEO]

Sure. Look -- by the way, we're pretty convinced that, that strange sound we're getting is BT plugging into our call every time we talk about the U.K. So [indiscernible], Jeff. There it is. Lutz, do you want to take those 2?

[Lutz Schüler, CEO, Virgin Media]

Yes. So we don't really see any material impact from the fiber overbuild from Openreach yet. Obviously, we measure that carefully, but we don't see that. Our fixed broadband churn is on an all-time low. And so, so far, so good for ourselves. But obviously, we do everything to keep our customers happier and happier. And right, I mean, a couple of drivers here, yes?

So now with O2, 43% our customers are having fixed mobile from ourselves, and we know that this lowers the churn dramatically. And the -- as you said, the average speed at the moment is 202 mbit in the U.K. Our customers is 4x higher than the U.K. average.

We -- and to cross and upsell into our base, we are only at the beginning, I have to say. So we are building the machine at the moment, collect the data from the customer, the usage, and have a dynamic product bundling based on our digital cross and upsell channel going forward. So I think watch that space.

And so quick answer is no material impact yet and more opportunity on cross and upsell in the future. And churn is on an all-time low because of convergence and because also of substantially better service. We drove complaints down by 92%, and we are now where we want to be.

[Operator]

We will now take our next question from Maurice Patrick from Barclays.

[Maurice Patrick, Barclays Bank]

Just your thoughts on pricing in the U.K. and general ARPU momentum in the U.K. I mean BT confirmed today they'll likely put through pricing in myCPI plus 4%. So that could be an 8% price increase from BT next year. Just your thoughts in terms of your desire to put through that sort of magnitude of price increase.

And just linked to it, when you -- you've launched your VOLT tariff in the U.K., converged tariff. Often, the first thing that happens is existing customers take it, and they can be quite dilutive to ARPU. Just thoughts in terms of how dilutive do you think that'll be near term before it becomes accretive.

[Michael Fries, Vice Chairman, President & CEO]

I'm not going to let Lutz answer the first question because we generally don't talk about our price increases in advance of announcing them to our customers. I will just say that historically, we have not used CPI as a measure. We've essentially just launched a fixed price increase that more or less approximates what our peers are doing. I'll leave it at that. Our mobile business does use CPI. But we're going to leave that for now. We're not going to put out any information around what we may or may not do. But history should be a good guide there. Do you want to reference the second question on VOLT, Lutz?

[Lutz Schüler, CEO, Virgin Media]

Yes. So the way we have structured VOLT is that when you migrate on to it being an existing customer, you get the next higher speed tier and you get the next higher data bundle. So therefore, the -- there's very little likelihood that customers will decrease the ARPU, yes? So we are not planning with that curve you're referring to. And we don't see that happening as we speak.

[Operator]

We will now take our next question from Akhil Dattani from JPMorgan.

[Akhil Dattani, JPMorgan Chase & Co.]

It's a two-part question just linked to, Mike, your comments earlier on your fixed network structure and how it differs by market. I guess just starting with the U.K. I wonder if you could maybe elaborate on your thoughts around wholesale. You said you're evaluating options. I guess what I'm really trying to understand is where the wholesale in any way determines the future scale of Project Lightning. Or are those completely discrete decisions and what you do in terms of the future ambition to scale on Project Lightning are independent of wholesale? So just if you could kind of touch where you are on that thinking. And obviously, you might like to comment on any timing-related issues.

And then the second bit is just a really quick one. It's obviously interesting that through ventures, you're going into Germany with InfraVia. Obviously, you know that market really well. Just very keen to understand your thoughts of why to go into Germany as a fiber player, what the key attractions are and whether you could go into other markets, too.

[Michael Fries, Vice Chairman, President & CEO]

Sure. On the wholesale question in the U.K., I mean, there's nothing to update on at this point. And I'll just remind everybody that the decision to upgrade our existing HFC plant was not based upon any wholesale arrangement. So our view is it's accretive either way. But of course, if there were wholesale, that would be even more accretive. So it shouldn't be an overhang. It's only upside if we were to do something in wholesale on the existing footprint.

An expansion of the network beyond the current footprint with additional fiber builds, perhaps that -- there we are still doing work, and we have not yet made the determination as to how fast or how far we would take that. That might be more dependent on a wholesale outcome. We're still doing the work, if you will.

Lightning in and of itself, however, continues to roll along. So between 400,000, 500,000 homes. We might be a little more aggressive next year either way. So we're continuing to build out in a measured -- at a measured pace without wholesale.

It could be something more dramatic. I think everybody on the call would appreciate that we would be looking at the financial implications of that kind of buildout. I mean we'd want to know there are additional revenue sources, partners, financing sources. So more work to be done there. Nothing to announce on the bigger expansion, and that, I think, more likely would come with a clearer announcement around where we are on wholesale.

Charlie, you want to take the Ventures deal in Germany?

[Charles Bracken, EVP & CFO]

I think that in terms of how we feel about Germany as a new opportunity, I think we definitely feel that we have a lot of scale, a lot of efficiencies from our core network builds across Europe, which make us a more attractive and a lower-cost builder of fiber in Germany than perhaps a stand-alone start. And I think we've got an interesting platform to start building, and we'll see how it goes.

[Michael Fries, Vice Chairman, President & CEO]

Yes. A reminder that, that market has little to no fiber, and our objective is to look for areas where there's essentially no competition. So it's a very targeted, I'd say, small initiative to begin with, and we'll see how it unfolds.

[Unidentified Analyst]

[Technical Difficulty] on the phone. Just a question from me. I missed it if it was, sorry. Charlie, I just wondered on Virgin O2. Obviously, you've announced the £300 million dividend next year. It looks like a relatively conservative payment, although that's fair. What do you think is a right number for next year for us to think about dividends from Virgin O2? And I'm asking about the future, but it'd be helpful to get a sense whether the £300 million is representative of a normalized run rate.

[Charles Bracken, EVP & CFO]

Well, look, I think it's a bit early for us to give guidance about next year, so I'm going to pass on that. But as a general principle, as you know, our intention with our partners is to leverage the JV to 5x. And given what I would expect we'd all agree is possibly some pretty significant EBITDA growth as the synergies come through, that would obviously allow us to recap and distribute capital or reinvest it back in the core business.

The other kind of aspect of the phasing of the underlying free cash flow will be how fast we accelerate the cost to capture, which I think, from a Liberty point of view, we think, is a good thing to -- let's get these synergies as soon as possible, but they do cost money to get there, and also our pace on the absolute network buildout, how quickly we accelerate, et cetera. So probably 2 ways to give some definitive guidance.

But in terms of distributions from Virgin Media 02, there are a lot of levers. I mean I think we can expect some pretty healthy distributions to Liberty Global over the upcoming years.

[Polo Tang, UBS]

It's Polo Tang from UBS here. Can you hear me?

[Michael Fries, Vice Chairman, President & CEO]

We got you, Polo.

[Polo Tang, UBS]

Okay, great. I just have one question on Switzerland for André. So Swisscom are pausing their FTTH rollout as well as their partnership with Salt just given the ruling by the competition commission. So how do you think this will impact the Swiss market but also Sunrise UPC?

[Michael Fries, Vice Chairman, President & CEO]

André, you want to take that? You might be on mute, André.

[André Krause, CEO, Sunrise UPC Business]

Actually -- can you hear me?

[Michael Fries, Vice Chairman, President & CEO]

Yes, we have you now.

[André Krause, CEO, Sunrise UPC Business]

All right. Oh, okay. Sorry. Yes, thanks for the question, Polo. Yes, indeed, the competition commission and also the latest court decision is confirming that Swisscom has to rethink their approach to the point -- the multipoint rollout that they have been starting and on which back Salt is also building their network. So at the moment, I would say, therefore, the overbuild of our network is paused. And as such, our window of opportunity to sell our 1-gig lines in that footprint that is not overbuilt yet is probably better. We would not expect that to last forever. But of course, it's an increased window of opportunity for us to monetize our infrastructure faster and better.

[Operator]

We will now move to our next question from Mike Lyall from SocGen.

[Nick Lyall, Societe Generale]

I just got a click, so I think. It's Nick at SocGen. Just a quick question, Mike, on Fluvius, please. Just what do you -- could you just run us through your thoughts on why you think there's been a bit of a negative reaction to the Telenet-Fluvius deal so far? I mean do you think it's a bit unfair to talk about being more complicated in what already is a complicated Liberty Global asset as being an issue and a potential for future inflation? And how are you taking that into account when you're looking at all of the assets you're talking about as TBD? I think there's 3 assets on Slide 8 where you talk about the potential for NetCos, Mike.

[Michael Fries, Vice Chairman, President & CEO]

Yes. Thanks, Nick. Listen, I think, as I said, John did a nice job of summarizing where Telenet is on the Fluvius deal. I'll repeat, we think it's fundamentally an accretive transaction. I think the market is probably waiting for final terms and perhaps was wondering why a nonbinding deal was announced before it was binding and final. That could be one issue with the overhang there. I think they're also understandably waiting for more information about financial implications, if any.

What the partners have said quite clearly is this will be an independent, self-funding NetCo that will surely attract interest from both in-market partners and financial partners given the fact that it's going to start live with something like 60% or 70% utilization. Remind you that most alt nets begin with 0 utilization. So whenever you have an existing company like Telenet looking or willing to create a NetCo structure, it gets infrastructure investors licking their chops, as they say. It's usually extremely attractive to them and, I think, from a cost point of view, very attractive to the NetCo itself. So I think it's going to be a positive outcome for Telenet. I think it's the right decision over the long term for Flanders.

I think perhaps related to that, there's questions around the Voo transaction and other things that will need to get long -- sorted out over the long term for Telenet. But we're generally positive on that business. I think John is doing a great job driving growth in a mature market where he has the largest market share in pretty much every product. And I think the management team is up for this type of transformation and iteration, if you will, in their operating structure and growth plan.

And no, I can't speak to where the stock should or should be or why it's trading where it is except that we're positive about it. We think it's the right decision for them. And I think people are looking for more certainty and more clarity, and that's normal. So you might have a little overhang why these things get sorted out, but we obviously are on the inside, so we have a bit more data than you, and we feel pretty positive about the direction of travel.

[Nick Lyall, Societe Generale]

Nice. And can you just mention maybe on Slide 8 as well on VodafoneZiggo when you talk about the potential to wholesale as well? Is there any update on the ACM's position in some of the language that you're hearing from them? Is there anything in that sort of ACM investigation that is geared towards that? Or was it a purely Liberty decision?

[Michael Fries, Vice Chairman, President & CEO]

No. Yes, that's got nothing to do with ACM. That's more trying to be responsive to the market's questions around NetCo/ServCo's voluntary front foot type of restructures. That's got nothing to do with the ACM. And because -- it says TBD because we're still discussing with our partners and the management team what the right long-term structure might be in that market.

In the meantime, VodafoneZiggo is in a great position. I mentioned in my remarks if you just go down every single metric, they're outperforming KPN. I think they're doing pretty much everything as they should be doing. And we're looking more strategically at what over the next 5 years you might be considering around the network. But today, they're in great shape, and we're pretty positive on that business and that management team. It's got nothing to do with the regulatory picture.

[Operator]

And we'll take our next question from Ulrich Rathe from Jefferies.

[Ulrich Rathe, Jefferies]

Question goes back to the footprint expansion in the U.K. You're sort of putting us on hold here again, and I'm wondering a little bit how you think about how much time you still have. BT is rapidly accelerating its fiber rollout to 4 million homes per year run rate. What are the hurdles? And who is ultimately looking at that? Is this a question of sort of decision-maker bandwidth in the -- in this sort of post-merger situation? Or what makes this such a complicated decision given that you've been talking about it for some time already?

[Michael Fries, Vice Chairman, President & CEO]

Well, that's -- it's not a complicated decision. It's an important decision. But I do believe, as I said earlier, there are a few moving parts in that decision. So it's a large capital commitment that would require us to feel comfortable with sources of capital and essentially the build structure and all the other factors we've discussed, wholesale, et cetera.

So it's not a decision we take lightly. So those who are thinking that, wow, we're just trundling into this fiber experiment and CapEx be damned, well, it's quite the opposite. We and Telefonica are highly focused on what we should be focused on, which is generating free cash flow and dividends to the parents. So we want to be thoughtful and we want to be careful about any decision that impacts CapEx and capital intensity. That's what you want us to do, and that's what we're doing.

Having said that, so it needs to be an accretive move for us that's nothing but strategically beneficial and financially attractive. I said earlier that, that wholesale revenue could be a very important piece of that. It might also involve third-party financing or industrial partners. And those things don't happen quickly. So we'll figure out what that looks like.

I'll simply say there should be no overhang on the stock from this type of decision. It's only upside. And we'll be smart about the decision when and if we get to that point. In the meantime, through our -- what we call mustang, our fiber overlay and through the synergies and all the great things that Lutz and his team are doing, the steady-state business is the one that we're most excited about. Any decision to move beyond where we are today, it's less a competitive issue. It's more of an opportunity issue.

Virgin Media O2 does not need to expand its network to be competitive and successful. It could consider expanding its network if it created additional and incremental value to shareholders. Think about it that way. And we'll -- as soon as we have clarity on it, you'll certainly be first to know.

[Operator]

We will take our next question from James Ratcliffe from Evercore ISI.

[James Ratcliffe, Evercore ISI]

Talk a little bit about the integration process. Cost to achieve has been pretty modest thus far in Switzerland and particularly in the U.K. And talk about what the ramp for those looks like. And do you have any sense of whether the estimates you put out there thus far are looking reasonable or conservative? And just also, if there are any supply chain- or process-related issues that could slow that down.

[Michael Fries, Vice Chairman, President & CEO]

Yes, I'll just give a general answer and let these guys dive in. Cost to capture in both U.K. and Switzerland, we did report those figures, I think, 150 and 700, respectively, CH being a smaller number. And everything we're seeing is that we are on track.

There will be variability in how quickly you achieve one thing or another or spend capital, but it's a pretty quick period, like a pretty short period of time to that cost to capture is in front of us and more or less on track. Do you guys want to address that as well as supply chain issue and if you're seeing any issues on that. Go ahead, André.

[Lutz Schüler, CEO, Virgin Media]

Yes. Yes, I mean, I start for the U.K. So, I mean, obviously, there are supply chain issues, but -- out there. But so far, we are managing them very well, right? You don't see any impact in our numbers, and we don't foresee any huge impact.

The biggest synergies we have in front of us are 4 things, right? One is simply, right, convergence. And we have VOLT out there and -- but great start, and you will see us ramping that.

Second, obviously we will migrate, right, Virgin Media customers onto the O2 network over time. And so we obviously invest into our mobile network in terms of capacity to -- might have the according capacity.

Number three is people synergies, and we are 100% on plan. And yes, they're right, the cost to capture are the restructuring costs, as planned. And the last one are -- so your chunk of procurement synergies. So we are really, as Mike said, on plan. Very good line of sight for the and less dependent on supply chain than you would maybe expect.

[Michael Fries, Vice Chairman, President & CEO]

André, anything to add there? Okay.

[André Krause, CEO, Sunrise UPC Business]

Can you hear me?

[Operator]

We can hear you.

[André Krause, CEO, Sunrise UPC Business]

Okay. Thanks. No, I just want to add in the case of Switzerland, we are also fully on track in terms of synergy capture. In terms of costs to get those synergies, the 2 heavy years will be '21 and '22 on almost similar levels, slightly increasing even in '22 but then coming down thereafter very fast. And again, it's driven by the synergies, and the shape of that is coming up as expected.

[Operator]

We will now move to Robert Grindle from Deutsche Bank.

[Robert Grindle, Deutsche Bank]

I'm worried I missed something important in Mike's opening comments as to why you have rolled out NetCos in Ireland and Switzerland but not in the U.K. and Netherlands. I think I'm not quite getting the nuance as to why it's a good idea in some markets but not others. And then very briefly, is there anything coming down the line on global tax which affects you guys? I think you are claiming back tax from the U.S. at present, but global tax rules are changing all the time.

[Michael Fries, Vice Chairman, President & CEO]

Great. Listen, the difference is a few things. First of all, you have to look at the existence of a vibrant wholesale market to begin with. So if you're going to open up your network to third parties, you're going to want to see that there are a lot of third parties who might be interested in accessing your network. With only 3 operators in Switzerland, all 3 of whom utilize, to some extent, Swisscom's network, including us, and then having our own network, we just don't see that as being a particularly robust option.

So it has, as much as anything, to do with market structure, and Switzerland would be a good example of that where just the market structure isn't obvious that a wholesale network opportunity is particularly viable.

The U.K. and Ireland, obviously quite different, right? The U.K., I think somewhere on the order of 50% of broadband subs are using somebody else's network. In Belgium, of course, Telenet today provides access to Orange, and Orange has quite a few customers, I can't give you the number, they'll give you the number, using the Telenet network, and the expectation is that they will continue to use that network.

So as much as anything, Robert, it has to do with market structure, not so much whether the network is X, Y or Z or where you -- what your competitive position is in the marketplace. It has to do with the -- essentially the viability of a wholesale market to begin with. I hope that helps. And then Charlie, do you want to talk about the second question?

[Charles Bracken, EVP & CFO]

Yes. I think on tax, clearly tax is always an evolving environment. And you're quite right that there's increasing rules around transfer pricing, which is what multinationals often use to what they call shift basis. And there's obviously a bunch of reforms pending in the United States. Look, broadly speaking on transfer pricing, we've always been working on an arms-length basis, and the new rules, we don't think, will have any impact on us. So as you were.

In the U.S., depending on what goes through the House at the end of the year and/or where the Biden reforms comes out, there could be some impact. But I just think it's too early for us to give you definitive guidance on that. Let's just see what the numbers are and what it comes out at. But do remember that we are largely out of the U.S. in that kind of concept of GILTI. So the kind of the future U.S. tax laws are already really much baked into our numbers. So we'll have to give you an update when the U.S. reforms go through. But yes, so far, I think we are as you were.

[Michael Fries, Vice Chairman, President & CEO]

I also think that, that global 15% rate won't impact us in any market other than perhaps Ireland, which is relatively small, so -- since we're already above that rate in most of our markets, so.

[Operator]

We're going to take our last question -- we will take our next question from Steve Malcolm from Redburn.

[Stephen Malcolm, Redburn]

Just a question on -- coming back to sort of U.K. network. Your build rate in the U.K. slowed quite a bit in Q3. I think it's only 67,000. You're you seem sort of well behind the 400,000 that we talked about previously. Maybe just give us some color on why that was. Was it -- are you kind of holding back as you finalize the overall expansion plans? Is it something to do with supply issues, post Brexit, some of the inflationary pressures? Anything on that would be great.

And also, just going back to the expansion, I mean, of the many options you're considering, should we completely rule out you funding that expansion entirely on your own? Would you absolutely want to bring in partners, whether a financial, industrial, whatever that might be? Just throw that into the mix of the options that you're looking at. It would be great.

[Michael Fries, Vice Chairman, President & CEO]

Yes, I'll take the second question. Lutz, you can answer the first question, which is pretty straightforward. I think it's safe to say that we and Telefonica would not be excited about funding a 7 million-home expansion "on our own," meaning putting up all the equity capital with no line of sight to either third-party financing and/or wholesale. It's a pretty big ticket, and that's not necessarily something we're focused on.

On the other hand, I would add that there is quite a bit of infrastructure money searching for deals like this. There are industrial partners in-country who might be interested in something like that. And certainly, you'll be able to put quite a bit of leverage on a business model such as that. So even if it were something we were to look at, and I think that'd be highly unlikely, the check isn't the 7 million times a big number. So -- but I think your instinct is correct, and thanks for giving me the opportunity to clarify that.

And my -- one of the reasons it's taking a bit of time is we're not -- it's not a simple decision you just roll into and you fully bank on your own. We want to be thoughtful and creative about ensuring maximum return on capital to you, shareholders. And so that's how we operate in every instance, and that's certainly how we would operate in this instance. Lutz, you want to address the Lightning question?

[Lutz Schüler, CEO, Virgin Media]

Yes. Yes, your observation is right, Steve. We have been a bit light. The reason for that is not that we want to go slower. It's a bit after the pandemic to get resources in place, right? I mean some of our vendors had a bit challenge to get resource back from Europe. A bit of fiber shortage, right, when you refer to the supply chain issues. So a bit small term -- short-term tactical stuff. But we want to stick to broadly the same rollout than we did the year before. So you hopefully will see a ramp at Q4.

[Stephen Malcolm, Redburn]

Okay. And do you think these are issues affecting the entire industry? I mean if one looks at the combined build plans of U.K. fiber builders, I think they'll probably build most of China within the next 6 months, but that's clearly not happening. I mean is that an industry-wide problem today?

[Lutz Schüler, CEO, Virgin Media]

Yes. I think it's an industry-wide problem. And you can also see that contractors are getting offers from competitors, right, with higher prices. Now what we have to offer is a long-term relationship, right? So we built with our partners already 2.6 million homes. We -- as Mike said, we have also a ramp to do something -- a bit more next year. And so we have ensured the resources. But on the way how to get there, we had a little bit of issues in Q3. One of the partners went into administration, stuff like that. But we just -- for us, not really a big, strategic problem. But your observation is right. If you don't -- if you cannot offer a long-term partnership and a long-term perspective, then it is getting difficult.

[Michael Fries, Vice Chairman, President & CEO]

Okay, it looks like no more questions on the line. Appreciate everybody joining. Sorry for the late start. We had a few technical issues on our end, too. But then, I'll just repeat a few of the things that I've already spoken about and I think others reemphasized on my behalf. One is, our FMC champions are essentially progressing exactly as we hoped they would, riding some tailwinds that are both secular as well as, in the case of U.K. and Switzerland, important synergy execution, which will drive significant growth over the next several years. I think we've also got good strategic options in every one of those markets, I talked about one of those, around networks today. Just want to reemphasize and be sure you understand we're making smart capital allocation decisions, one that allow us to continue to project out good, strong long-term free cash flow.

And then finally, I would say if -- the number perhaps I'll just leave you with is the free cash flow per share guidance for 2021 of about 40-plus percent growth in a free cash flow per share figure. We think our ability to both derive free cash flow from our operating companies and through dividends and other means is essentially solid and will be a huge part of our growth story going forward. And our willingness to reduce shares by a fixed amount, 10% of the shares outstanding each year in the next 2 years, should also be a really important catalyst. So free cash flow per share, we're ahead of that, and we look forward to updating you on the fourth quarter and speak to everybody soon. Thanks so much.

[Operator]

Ladies and gentlemen, this concludes Liberty Global's Third Quarter 2021 Investor Call. As a reminder, a replay of the call will be available in the Investor Relations section of Liberty Global's website. There, you can also find a copy of today's presentation materials.