Liberty Global Reports Q2 2023 Results

Improved sequential Adj. EBITDA performance across FMC Champions, broadly stable aggregate¹ connectivity despite price rise announcements

Proposal to redomicile to Bermuda approved by a shareholders, completion expected in Q4 this year

Successfully acquired over 93% of Telenet, offer will reopen August 24 to September 13, providing an additional opportunity for TNET shareholders

Repurchased ~$740 million of stock YTD², representing 8% of shares outstanding; buyback plan now increased to a minimum of 15%

On track for all full-year 2023 OpCo and Group guidance³ targets

Liberty Global plc today announced its Q2 2023 financial results.

CEO Mike Fries stated, “We saw improved sequential Adjusted EBITDA performance in Q2, underpinning the confirmation of all full-year guidance targets across our core FMC operations. Demand for reliable high-speed connectivity remains strong and despite communicating price adjustments across our footprint, we delivered broadly stable aggregate¹ net adds in the second quarter. Looking forward to H2, these price adjustments should increasingly help to offset anticipated headwinds from energy and labor costs currently affecting our FMC businesses. Despite tough macro conditions, we continue to invest heavily in future-proofing our fixed and mobile networks and position ourselves for long-term value creation. Given our ample liquidity⁴ at Q2, as well as confidence in our 2023 distributable cash flow outlook, we are announcing an increase of our share repurchase program to a minimum of 15% of shares outstanding from 10% previously.

Commercial momentum in Q2 was affected by the announcement and/or implementation of price increases throughout our markets. While these adjustments will support Adjusted EBITDA through the second half of the year, we have already seen an impact on our Q2 subscriber activity, reporting an aggregate loss of 60,000 net broadband subscribers. Mobile trends have shown more resiliency and we added 50,500 aggregate postpaid net subscribers in Q2 across our footprint. On the financial front, we have yet to see the full impact of the aforementioned price actions. As expected, the previously-flagged phasing related to the timing of prices increases together with continued cost inflation impacted our Adjusted EBITDA result in the second quarter.

On the strategic front, Q2 was another busy quarter. We are pleased with the strong shareholder support for the now pending transition of our jurisdiction of incorporation from England and Wales to Bermuda. This change will greatly facilitate the planning and execution of corporate transactions aimed at enhancing shareholder value. Despite this change, which is expected to take effect in Q4, we maintain our unwavering commitment to our businesses in the U.K. and the rest of Europe. We will continue to provide market-leading products and services to our customers, prioritize in-country employment, and make crucial investments in critical infrastructure. Additionally, in July we acquired over 93% of Telenet’s shares in the tender offer that we launched in Q2, and the offer will reopen in late August to allow investors who missed the initial acceptance period the opportunity to tender their shares. Results of the upcoming acceptance period will be announced during the third quarter.

We are well positioned to achieve all of the 2023 full-year guidance metrics at our operating companies, as well as $1.6 billion of Distributable Cash Flow⁽ⁱ⁾ at Liberty Global. This positive outlook is backed by shareholder distributions from our joint ventures in the U.K. and the Netherlands and Adjusted Free Cash Flow from our consolidated operating companies in Switzerland and Belgium. Furthermore, our balance sheet remains robust, with approximately $5.5 billion of total liquidity, including $2.7 billion in corporate cash⁽ⁱⁱ⁾, and no material debt maturities until 2028. Our stock continues to offer appealing value at its current price levels. We have already repurchased ~$740 million worth of stock as of July 21 and we are announcing an increase to our buyback target to a minimum of at least 15% of shares outstanding for 2023."

Q2 Operating Company Highlights

Sunrise (Consolidated)

Strong mobile performance, while headwinds in fixed continue; Reiterating all 2023 financial guidance

Operating highlights: Continued momentum in mobile delivering strong postpaid net adds in the quarter of 23,100. As anticipated, broadband net adds softened this quarter on the back of reduced promotional intensity in the main brand and a slight increase in churn, which resulted in a modest Q2 contraction of 2,800 customers. Additionally, we announced a price adjustment of ~4% in May. FMC penetration remains high at 58% across Sunrise's broadband base.

Financial highlights: Revenue of $816.2 million in Q2 2023 increased 6.5% YoY on a reported basis and decreased 1.0% on a rebased⁵ basis. The rebased decrease was largely driven by a decrease in fixed subscription revenue due to ARPU pressure on main brand offerings that was only partially offset by strong trading momentum in flanker brands. Adjusted EBITDA increased 7.6% YoY on a reported basis and decreased 0.1% on a rebased basis to $287.1 million in Q2 2023, including $3 million of costs to capture⁶. The rebased decrease was mainly due to the decline in revenue, partially offset by lower costs to capture and labor spend. Adjusted EBITDA less P&E Additions of $164.7 million in Q2 increased 10.2% YoY on a reported basis and 2.9% on a rebased basis, including $14 million of opex and capex costs to capture.

Telenet (Consolidated)

Telenet formally launched new NetCo as Wyre and started building in July

Operating highlights: Telenet lost 5,400 mobile postpaid RGUs in Q2, and its broadband base contracted by 5,000 net adds, reflecting the June price adjustment, a temporary system issue during the migration of customers to its new IT platform and an intense competitive environment. Both video and fixed-line telephony net adds continued to decline, mainly driven by macroeconomic trends and shifting consumer preferences. Meanwhile in May, the European Commission approved the Telenet-Fluvius agreement to build Belgium's network of the future. This new infrastructure company, Wyre, started building early July and will allow the joint venture to deploy fiber-to-the-home (FTTH) across Flanders over time.

Financial highlights: Revenue of $767.0 million in Q2 2023 increased 11.3% YoY on a reported basis and 1.0% on a rebased basis. The increase in rebased revenue was primarily driven by (i) higher subscription revenue and (ii) an increase in B2B revenue. Adjusted EBITDA increased 5.4% on a reported basis and 5.0% on a rebased basis to $346.0 million in Q2. The increase was driven by an $11.2 million decrease in costs associated with the one-time benefit from expected settlements of certain operational contingencies, as contemplated in Telenet's guidance. Reported and rebased Adjusted EBITDA less P&E Additions increased 1.5% and 3.4%, respectively, to $184.0 million in Q2.

VMO2 (Non-consolidated Joint Venture)

VMO2 laid strong foundations in the first half of 2023 and continue to focus on building commercial momentum, realizing synergies of the JV and future proofing its networks

Operating highlights: VMO2 remains focused on meeting customer needs and increasing convergence. The fixed customer base contracted by 24,700 net adds in Q2, with an increase in disconnections due to the implementation of price rises over April and May. Broadband performance was more resilient with a 15,300 net reduction in Q2, while the average download speed across the company's broadband base increased 34% YoY to 332Mbps, approximately 5x higher than the national average. During Q2, VMO2 built 175,500 premises, the majority of which were FTTH built for the nexfibre JV. In mobile, VMO2's 5G connectivity expanded to more than 2,800 towns and cities and remains on track to deliver 5G services to more than 50% of the entire U.K. population this year.

Financial highlights (in U.S. GAAP)⁷: Revenue⁸ of $3,391.5 million in Q2 2023 increased 5.9% YoY on a reported basis and 1.0% YoY on a rebased basis, primarily due to the net effect of (i) an increase in mobile revenue driven by consumer price rises and (ii) a decrease in consumer fixed revenue, with each revenue category as defined and reported by the VMO2 JV. Adjusted EBITDA⁸ increased 7.5% YoY on a reported basis and 2.6% YoY on a rebased basis to $1,138.8 million, including $19 million of opex costs to capture, primarily due to the realization of synergies and implementation of price rises, partially offset by higher energy costs. Adjusted EBITDA less P&E Additions⁷ increased 26.5% YoY on a reported basis and decreased 17.6% YoY on a rebased basis to $468.0 million, including $56 million of opex and capex costs to capture.

For more information regarding the VMO2 JV, including full IFRS disclosures, please visit its investor relations page to access the Q2 earnings release.

VodafoneZiggo (Non-consolidated Joint Venture)

Commercial momentum in mobile and convergence continued

Operating highlights: VodafoneZiggo continues to improve its commercial momentum, as FMC households⁹ grew by 9,000 in Q2 to over 1.5 million households in total, and FMC SIMs increased by 11,500 in Q2 to more than 2.6 million, delivering significant Net Promoter Scores and customer loyalty benefits. Mobile postpaid SIMs grew 37,500 to 5.2 million, while mobile postpaid ARPU declined 0.7% YoY, primarily driven by ARPU decline in B2B. Total internet RGUs declined by 31,000 in the quarter, as a 35,400 decline in Consumer RGUs was only partially offset by a 4,400 increase in B2B RGUs. Fixed ARPU remained stable YoY.

Financial highlights: Revenue increased 2.1% YoY on a reported basis and decreased 0.2% YoY on a rebased basis to $1,088.4 million in Q2. The relatively flat rebased result was primarily driven by a decline in the B2C fixed customer base, partially offset by growth in mobile postpaid and B2B fixed. Adjusted EBITDA decreased 1.2% on a reported basis and 3.6% on a rebased basis to $484.9 million in Q2, primarily driven by higher energy and wage costs related to inflation. Reported and rebased Adjusted EBITDA less P&E Additions decreased 4.4% and 7.1%, respectively, to $228.3 million in Q2.

Q2 ESG Highlights

Our Environmental, Social and Governance (ESG) agenda maintained strong momentum in the second quarter, which included the introduction of our new People Planet Progress strategy. The new strategy sets out our company’s priorities and plans to address the most important issues facing society and our environment today – building on the progress we have made over the years, and deepening our focus on the areas we aim to impact most.

In People, we champion diversity, equity and our culture of Belonging. We are committed to enhancing digital equity and skills and engaging with our communities to create positive change for the generations to come. In Planet, we are working to reduce our environmental footprint, innovating for circularity and energy efficiency across our products and networks, and enabling industries beyond our own to become greener through digitization. In Progress, we commit to being a transparent and trusted company with fair and sustainable practices, throughout our organization and value chain. We are setting ambitious, multi-year goals to direct our roadmap and demonstrate the progress we make across our priorities.

We are also launching our Corporate Responsibility Report for 2022, which highlights our progress over the last year across our agenda. A few of our key achievements include:

• Supported 20 active Employee Resource Groups across Liberty Global Group;
• Volunteered nearly 9,300 hours across the Liberty Global Group and achieved over 42% volunteering rate at Liberty Global Netherlands, U.K., and U.S.;
• Reduced Scope 1 & 2 emissions by 25% since our base year of 2019 and are on track to achieve our science-based reduction target of 50% by 2030 as well as our ambition to be Scope 1 & 2 carbon neutral before then;
• Reduced transport-related CO2 emissions by 85% and avoided 135 tons of virgin plastic for our Apollo box alone;
• Established a People Planet Progress Committee, establishing board level governance for strategic ESG matters;
• Conducted in-depth internal reviews and our first double materiality assessment to identify the most material issues to help shape our new strategy;
• Conducted the company’s first climate risk assessment, in alignment with TCFD (Task force for climate-related financial disclosures).

Liberty Global Consolidated Q2 Highlights

• Q2 revenue increased 5.3% YoY on a reported basis and decreased 0.6% on a rebased basis to $1,848.0 million
• Q2 earnings (loss) from continuing operations decreased 122.4% YoY on a reported basis to ($511.3 million)
• Q2 Adjusted EBITDA decreased 7.4% YoY on a reported basis and 7.6% on a rebased basis to $601.4 million
• Q2 property & equipment additions were 19.1% of revenue, as compared to 19.2% in Q2 2022
• Balance sheet with $5.5 billion of total liquidity
  • Comprised of $1.6 billion of cash, $2.3 billion of investments held under SMAs and $1.6 billion of unused borrowing capacity¹⁰
• Blended, fully-swapped borrowing cost of 3.2% on a debt balance of $15.3 billion

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Customer Growth

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Earnings (Loss) from Continuing Operations

Earnings (loss) from continuing operations was ($511.3 million) and $2,282.2 million for the three months ended June 30, 2023 and 2022, respectively, and ($1,224.8 million) and $3,357.9 million for the six months ended June 30, 2023 and 2022, respectively.

Financial Highlights

The following tables present (i) Revenue, Adjusted EBITDA and Adjusted EBITDA less P&E Additions for each of our reportable segments, including the non-consolidated VMO2 JV and VodafoneZiggo JV, for the comparative periods and (ii) the percentage change from period to period on both a reported and rebased basis. During the first quarter of 2023, we changed the terms related to, and approach to how we reflect the allocation of, charges for certain products and services that our centrally-managed technology and innovation function provides to our consolidated reportable segments (the Tech Framework). For additional information, see the Appendix. Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA less P&E Additions are non-GAAP measures. For additional information on how these measures are defined and why we believe they are meaningful, see the Glossary.

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Leverage and Liquidity

• Total principal amount of debt and finance leases: $15.3 billion
• Average debt tenor¹²: 5.4 years, with ~51% not due until 2029 or thereafter
• Borrowing costs: Blended, fully-swapped cost of debt was 3.2%
• Liquidity: $5.5 billion, including (i) $1.6 billion of cash at June 30, 2023, (ii) $2.3 billion of investments held under SMAs and (iii) $1.6 billion of aggregate unused borrowing capacity under our credit facilities

Forward-Looking Statements and Disclaimer

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to our strategies, future growth prospects and opportunities; expectations regarding our and our businesses' financial performance, including Revenue and Rebased Revenue, Adjusted EBITDA, Adjusted EBITDA less P&E Additions, Adjusted Free Cash Flow and Distributable Cash Flow, as well as the 2023 financial guidance provided by us and our operating companies and joint ventures; expectations of any macroeconomic dynamics that may be beneficial or detrimental to the company; expectations with respect to the integration and synergy plans at Virgin Media O2, including the timing, costs and anticipated benefits thereof; our and our affiliates' plans with respect to network products and services, including with respect to 5G; our intention to repurchase all the outstanding shares of Telenet that we do not already own, including the timing of the reopening of the tender offer and announcement of its results, the purchase price and the potential benefits to be derived therefrom; our proposed redomiciliation from the U.K. to Bermuda, including the timing and anticipated benefits resulting from such a move, as well as any impacts on, and the location of, our operations; our anticipated pricing adjustments in our various markets and the effect that such adjustments will have on our operational and financial results; our commitments and aspirations with respect to ESG, including our efforts to purchase renewable energy, reduce e-waste, pursue social impact opportunities and execute on our DE&I agenda; our share buyback program, and the anticipated number of shares to be repurchased in 2023, as well as the additional authorization for additional repurchases from our board of directors; our anticipated investments in our infrastructure and networks; the strength of our and our affiliates' respective balance sheets (including cash and liquidity position); the tenor and cost of our third-party debt and anticipated borrowing capacity; anticipated distributions to be received from our subsidiaries and joint ventures and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include events that are outside of our control, such as the continued use by subscribers and potential subscribers of our and our affiliates’ and joint ventures' services and their willingness to upgrade to our more advanced offerings; our and our affiliates’ ability to meet challenges from competition, to manage rapid technological change or to maintain or increase rates to subscribers or to pass through increased costs to subscribers; the potential impact of pandemics and epidemics on us and our businesses as well as our customers; the effects of changes in laws or regulations; the effects of the U.K.'s exit from the E.U.; general economic factors; our, our affiliates’ and our joint ventures' ability to obtain regulatory approval and satisfy regulatory conditions associated with acquisitions and dispositions; our, our affiliates’ and our joint ventures' ability to successfully acquire and integrate new businesses and realize anticipated efficiencies from acquired businesses; the availability of attractive programming for our, our affiliates’ and our joint ventures' video services and the costs associated with such programming; our, our affiliates’ and our joint ventures' ability to achieve forecasted financial and operating targets; the outcome of any pending or threatened litigation; the ability of our operating companies and affiliates and joint ventures to access the cash of their respective subsidiaries; the impact of our operating companies', affiliates’ and joint ventures' future financial performance, or market conditions generally, on the availability, terms and deployment of capital; fluctuations in currency exchange and interest rates; the ability of suppliers, vendors and contractors to timely deliver quality products, equipment, software, services and access; our, our affiliates’ and our joint ventures' ability to adequately forecast and plan future network requirements including the costs and benefits associated with network expansions; and other factors detailed from time to time in our filings with the Securities and Exchange Commission (the "SEC"), including our most recently filed Form 10-K, Form 10-K/A and Form 10-Qs. These forward-looking statements speak only as of the date of this release. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Share Repurchase Program

We previously announced that our Board of Directors authorized a share repurchase program whereby we have committed to repurchasing 10% of our outstanding shares in 2023. In addition, as announced today, our Board of Directors authorized an increase in our 2023 share repurchase program to a minimum of at least 15% of our total number of outstanding shares as of December 31, 2022. Under the program, Liberty Global may acquire from time to time its Class A ordinary shares, Class C ordinary shares, or any combination of Class A and Class C ordinary shares. The program may be effected through open market transactions and/or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of shares pursuant to the program will depend on a variety of factors, including market conditions and applicable law. The program may be implemented in conjunction with brokers for the Company and other financial institutions with whom the Company has relationships within certain pre-set parameters, and purchases may continue during closed periods in accordance with applicable restrictions. The program may be suspended or discontinued at any time and will terminate upon repurchasing the authorized limits unless further repurchase authorization is provided for.

About Liberty Global

Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is a world leader in converged broadband, video and mobile communications services. We deliver next-generation products through advanced fiber and 5G networks, and currently provide over 85 million connections* across Europe and the United Kingdom. Our businesses operate under some of the best-known consumer brands, including Virgin Media-O2 in the U.K., VodafoneZiggo in The Netherlands, Telenet in Belgium, Sunrise in Switzerland, Virgin Media in Ireland and UPC in Slovakia. Through our substantial scale and commitment to innovation, we are building Tomorrow’s Connections Today, investing in the infrastructure and platforms that empower our customers to make the most of the digital revolution, while deploying the advanced technologies that nations and economies need to thrive.

Our consolidated businesses generate annual revenue of more than $7 billion, while the VMO2 JV and VodafoneZiggo JV generate combined annual revenue of more than $17 billion.**

Liberty Global Ventures, our global investment arm, has a portfolio of more than 75 companies across content, technology and infrastructure, including strategic stakes in companies like ITV, Televisa Univision, Plume, AtlasEdge and the Formula E racing series.

* Represents aggregate consolidated and 50% owned non-consolidated fixed and mobile subscribers. Includes wholesale mobile connections of the VMO2 JV and B2B fixed subscribers of the VodafoneZiggo JV.

** Revenue figures above are provided based on full year 2022 Liberty Global consolidated results (excluding revenue from Poland) and the combined as reported full year 2022 results for the VodafoneZiggo JV and full year 2022 U.S. GAAP results for the VMO2 JV. For more information, please visit www.libertyglobal.com.

Balance Sheets, Statements of Operations and Statements of Cash Flows

The condensed consolidated balance sheets, statements of operations and statements of cash flows of Liberty Global are in our 10-Q.

Rebase Information

Rebase growth percentages, which are non-GAAP measures, are presented as a basis for assessing growth rates on a comparable basis. For purposes of calculating rebase growth rates on a comparable basis for all businesses that we owned during 2023, we have adjusted our historical revenue, Adjusted EBITDA and Adjusted EBITDA less P&E Additions for the three and six months ended June 30, 2022 to (i) include the pre-acquisition revenue, Adjusted EBITDA and P&E additions to the same extent these entities are included in our results for the three and six months ended June 30, 2023, (ii) exclude from our rebased amounts the revenue, Adjusted EBITDA and P&E additions of entities disposed of to the same extent these entities are excluded in our results for the three and six months ended June 30, 2023, (iii) include in our rebased amounts the revenue and costs for the temporary elements of transitional and other services provided to iliad, Vodafone, Deutsche Telekom and M7 Group, to reflect amounts related to these services equal to those included in our results for the three and six months ended June 30, 2023 and (iv) reflect the translation of our rebased amounts at the applicable average foreign currency exchange rates that were used to translate our results for the three and six months ended June 30, 2023. We have reflected the revenue, Adjusted EBITDA and P&E additions of these acquired entities in our 2022 rebased amounts based on what we believe to be the most reliable information that is currently available to us (generally pre-acquisition financial statements), as adjusted for the estimated effects of (a) any significant differences between U.S. GAAP and local generally accepted accounting principles, (b) any significant effects of acquisition accounting adjustments, (c) any significant differences between our accounting policies and those of the acquired entities and (d) other items we deem appropriate. We do not adjust pre-acquisition periods to eliminate nonrecurring items or to give retroactive effect to any changes in estimates that might be implemented during post-acquisition periods. As we did not own or operate the acquired businesses during the pre-acquisition periods, no assurance can be given that we have identified all adjustments necessary to present the revenue, Adjusted EBITDA and Adjusted EBITDA less P&E Additions of these entities on a basis that is comparable to the corresponding post-acquisition amounts that are included in our results or that the pre-acquisition financial statements we have relied upon do not contain undetected errors. In addition, the rebase growth percentages are not necessarily indicative of the revenue, Adjusted EBITDA and Adjusted EBITDA less P&E Additions that would have occurred if these transactions had occurred on the dates assumed for purposes of calculating our rebased amounts or the revenue, Adjusted EBITDA and Adjusted EBITDA less P&E Additions that will occur in the future. Investors should view rebase growth as a supplement to, and not a substitute for, U.S. GAAP measures of performance included in our condensed consolidated statements of operations.

The following table provides adjustments made to the 2022 amounts (i) in aggregate for our consolidated reportable segments and (ii) for the non-consolidated VMO2 JV and VodafoneZiggo JV to derive our rebased growth rates:

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Liquidity

The following table⁽ⁱ⁾ details the U.S. dollar equivalents of our liquidity position at June 30, 2023, which includes our (i) cash and cash equivalents, (ii) investments held under SMAs and (iii) unused borrowing capacity:

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Summary of Debt & Finance Lease Obligations

The following table⁽ⁱ⁾ details the June 30, 2023 U.S. dollar equivalents of the (i) outstanding principal amounts of our debt and finance lease obligations, (ii) expected principal-related derivative cash payments or receipts and (iii) swapped principal amounts of our debt and finance lease obligations:

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Property and Equipment Additions and Capital Expenditures

The table below highlights the categories of property and equipment additions of our continuing operations for the indicated periods and reconciles those additions to the capital expenditures of our continuing operations that are presented in the condensed consolidated statements of cash flows in our 10-Q.

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ARPU per Fixed Customer Relationship

The following table provides ARPU per fixed customer relationship and percentage change from period to period on both a reported and rebased basis for the indicated periods:

Mobile ARPU

The following tables provide ARPU per mobile subscriber and percentage change from period to period on both a reported and rebased basis for the indicated periods:

Footnotes for Operating Data and Subscriber Variance Tables

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Additional General Notes to Tables:

Most of our broadband communications subsidiaries provide broadband internet, telephony, data, video or other B2B services. Certain of our B2B revenue is derived from SOHO subscribers that pay a premium price to receive enhanced service levels along with internet, video or telephony services that are the same or similar to the mass marketed products offered to our residential subscribers. All mass marketed products provided to SOHOs, whether or not accompanied by enhanced service levels and/or premium prices, are included in the respective RGU and customer counts of our broadband communications operations, with only those services provided at premium prices considered to be “SOHO RGUs” or “SOHO customers”. To the extent our existing customers upgrade from a residential product offering to a SOHO product offering, the number of SOHO RGUs or SOHO customers will increase, but there is no impact to our total RGU or customer counts. With the exception of our B2B SOHO subscribers and mobile subscribers at medium and large enterprises, we generally do not count customers of B2B services as customers or RGUs for external reporting purposes.

In Belgium, Telenet leases a portion of its network under a long-term finance lease arrangement. These tables include operating statistics for Telenet's owned and leased networks.

While we take appropriate steps to ensure that subscriber statistics are presented on a consistent and accurate basis at any given balance sheet date, the variability from country to country in (i) the nature and pricing of products and services, (ii) the distribution platform, (iii) billing systems, (iv) bad debt collection experience and (v) other factors add complexity to the subscriber counting process. We periodically review our subscriber counting policies and underlying systems to improve the accuracy and consistency of the data reported on a prospective basis. Accordingly, we may from time to time make appropriate adjustments to our subscriber statistics based on those reviews.

Subscriber information for acquired entities is preliminary and subject to adjustment until we have completed our review of such information and determined that it is presented in accordance with our policies.

Footnotes

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Glossary

10-Q or 10-K: As used herein, the terms 10-Q and 10-K refer to our most recent quarterly or annual report as filed with the Securities and Exchange Commission on Form 10-Q or Form 10-K, as applicable.

Adjusted EBITDA, Adjusted EBITDA less P&E Additions and Property and Equipment Additions (P&E Additions):

• Adjusted EBITDA: Adjusted EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance and is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans. As we use the term, Adjusted EBITDA is defined as earnings (loss) from continuing operations before net income tax benefit (expense), other non-operating income or expenses, net share of results of affiliates, net gains (losses) on debt extinguishment, net realized and unrealized gains (losses) due to changes in fair values of certain investments, net foreign currency transaction gains (losses), net gains (losses) on derivative instruments, net interest expense, depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. Other operating items include (a) gains and losses on the disposition of long-lived assets, (b) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (c) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. Our internal decision makers believe Adjusted EBITDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (1) readily view operating trends, (2) perform analytical comparisons and benchmarking between segments and (3) identify strategies to improve operating performance in the different countries in which we operate. We believe our consolidated Adjusted EBITDA measure, which is a non-GAAP measure, is useful to investors because it is one of the bases for comparing our performance with the performance of other companies in the same or similar industries, although our measure may not be directly comparable to similar measures used by other public companies. Consolidated Adjusted EBITDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, U.S. GAAP measures of income included in our condensed consolidated statements of operations.

• Adjusted EBITDA less P&E Additions: We define Adjusted EBITDA less P&E Additions, which is a non-GAAP measure, as Adjusted EBITDA less property and equipment additions on an accrual basis. Adjusted EBITDA less P&E Additions is a meaningful measure because it provides (i) a transparent view of Adjusted EBITDA that remains after our capital spend, which we believe is important to take into account when evaluating our overall performance and (ii) a comparable view of our performance relative to other telecommunications companies. Our Adjusted EBITDA less P&E Additions measure may differ from how other companies define and apply their definition of similar measures. Adjusted EBITDA less P&E Additions should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, U.S. GAAP measures of income included in our condensed consolidated statements of operations.

• P&E Additions: Includes capital expenditures on an accrual basis, amounts financed under vendor financing or finance lease arrangements and other non-cash additions. A reconciliation of earnings (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA less P&E Additions is presented in the following table: