213800FA3K4S56INQI67 2021-01-01 2021-12-31 213800FA3K4S56INQI67 2021-12-31 iso4217:EUR 213800FA3K4S56INQI67 2020-12-31 213800FA3K4S56INQI67 2020-01-01 2020-12-31 iso4217:EUR xbrli:shares 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember xbrli:shares 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:IssuedCapitalMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:SharePremiumMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:ReserveOfSharebasedPaymentsMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:StatutoryReserveMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:TreasurySharesMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:MiscellaneousOtherReservesMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:RetainedEarningsMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:EquityAttributableToOwnersOfParentMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:NoncontrollingInterestsMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:NoncontrollingInterestsMember tel:IncreaseDecreaseDueToPurchasePriceAdjustmentsMember 213800FA3K4S56INQI67 2020-12-31 tel:IncreaseDecreaseDueToPurchasePriceAdjustmentsMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:IssuedCapitalMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:SharePremiumMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:StatutoryReserveMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:TreasurySharesMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:RetainedEarningsMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800FA3K4S56INQI67 2020-12-31 ifrs-full:NoncontrollingInterestsMember 213800FA3K4S56INQI67 2021-01-01 2021-12-31 ifrs-full:RetainedEarningsMember 213800FA3K4S56INQI67 2021-01-01 2021-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800FA3K4S56INQI67 2021-01-01 2021-12-31 ifrs-full:NoncontrollingInterestsMember 213800FA3K4S56INQI67 2021-01-01 2021-12-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800FA3K4S56INQI67 2021-01-01 2021-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800FA3K4S56INQI67 2021-01-01 2021-12-31 ifrs-full:TreasurySharesMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:IssuedCapitalMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:SharePremiumMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:StatutoryReserveMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:TreasurySharesMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:RetainedEarningsMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800FA3K4S56INQI67 2021-12-31 ifrs-full:NoncontrollingInterestsMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:IssuedCapitalMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:SharePremiumMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:ReserveOfSharebasedPaymentsMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:StatutoryReserveMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:TreasurySharesMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:MiscellaneousOtherReservesMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:RetainedEarningsMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:EquityAttributableToOwnersOfParentMember 213800FA3K4S56INQI67 2019-12-31 ifrs-full:PreviouslyStatedMember ifrs-full:NoncontrollingInterestsMember 213800FA3K4S56INQI67 2020-01-01 2020-12-31 ifrs-full:RetainedEarningsMember 213800FA3K4S56INQI67 2020-01-01 2020-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800FA3K4S56INQI67 2020-01-01 2020-12-31 ifrs-full:NoncontrollingInterestsMember 213800FA3K4S56INQI67 2020-01-01 2020-12-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800FA3K4S56INQI67 2020-01-01 2020-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800FA3K4S56INQI67 2020-01-01 2020-12-31 ifrs-full:TreasurySharesMember 213800FA3K4S56INQI67 2020-01-01 2020-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800FA3K4S56INQI67 2019-12-31
This page is intentionally left blank.
Compliance Statement
The undersigned certify that, to their knowledge:
•The consolidated financial statements which have been prepared
in accordance with the applicable standards, give a true and fair
view of the equity, financial position and performance of the
Company and the entities included in the consolidation;
•The annual report of the Board of Directors gives a fair view on
the development and performance of the business and the
position of the Company and the entities included in the
consolidation, together with a description of the principal risks
and uncertainties to which they are exposed.
John Porter
Bert De Graeve
Chief Executive Officer
Chairman
Table of contents
Consolidated annual report of
the board of directors for 2021
to the shareholders of Telenet
Group Holding NV
7
Definitions ................................................................
8
Important reporting changes ..................................
9
1.
Information on the company
12
1.1
Overview ....................................................
12
1.2
Video ..........................................................
13
1.3
Enhanced video .........................................
13
1.4
Broadband internet ..................................
13
1.5
Telephony ..................................................
14
1.6
Business services .......................................
15
1.7
Network .....................................................
15
1.8
Strategy .....................................................
16
2.
Discussion of the consolidated financial
statements
17
2.1
Revenue by service ...................................
17
2.2
Total expenses...........................................
18
2.3
Expenses by nature ...................................
19
2.4
Net Result ..................................................
20
2.5
Adjusted EBITDA .......................................
20
2.6
Capital expenditure ..................................
21
2.7
Adjusted EBITDA less property &
equipment additions ................................
22
2.8
Cash flow and liquidity ............................
22
2.9
Debt profile, cash balance and net
leverage ratio ............................................
23
2.10
Shareholder remuneration .......................
24
2.11
Reconciliation reported versus rebased
financial information ...............................
26
2.12
Reconciliation between profit for the
period and consolidated annualized
EBITDA .......................................................
28
3.
Risk factors
30
3.1
General information .................................
29
3.2
Legal proceedings .....................................
29
4.
Information about subsequent events
30
5.
Information on research and development
31
6.
Use of financial instruments
32
7.
Non-financial information
33
7.1
Introduction ...............................................
33
7.2
Labor ..........................................................
35
7.3
Environment ..............................................
38
7.4
Human rights .............................................
42
7.5
Anti-corruption and bribery .....................
44
7.6
Non-financial indicators ............................
44
7.7
2021 Sustainability outlook .....................
46
8.
Corporate governance statement
47
8.1
Reference code ..........................................
47
8.2
Regulatory developments and their
impact on Telenet .....................................
47
8.3
Capital and shareholders ..........................
48
8.4
Internal control and risk management
systems .......................................................
51
8.5
Board of directors .....................................
43
8.6
Daily management ....................................
69
8.7
Remuneration report ................................
73
8.8
Audit of the company ..............................
95
Telenet Group Holding NV
consolidated financial
statements
102
1.
Consolidated statement of financial
position
103
Telenet | Annual Report 2021 | 5
2.
Consolidated statement of profit or loss
and other comprehensive income
105
3.
Consolidated statement of changes in
shareholders' equity
109
4.
Consolidated statement of cash flows
111
5
.
Notes to the consolidated financial
statements for the year ended December
31, 2020
113
5.1
Reporting entity and basis of
preparation .................................................
113
5.2
Significant accounting policies .................
114
5.3
Risk management ......................................
129
5.4
Property and equipment ...........................
139
5.5
Goodwill .....................................................
140
5.6
Other intangible assets ..............................
142
5.7
Investments in and loans to equity
accounted investees ..................................
144
5.8
Trade receivables ........................................
149
5.9
Other assets ...............................................
150
5.10
Inventories .................................................
151
5.11
Cash and cash equivalents .......................
151
5.12
Shareholders' equity .................................
152
5.13
Loans and borrowings ..............................
158
5.14
Derivative financial instruments ...............
168
5.15
Deferred taxes ...........................................
170
5.16
Other non-current liabilities .....................
175
5.17
Employee benefit plans ............................
176
5.18
Accrued expenses, other current
liabilities and provisions ............................
179
5.19
Revenue .....................................................
181
5.20
Expenses by nature ...................................
184
5.21
Finance income / expense ........................
186
5.22
Income tax expense ..................................
187
5.23
Earnings per share ....................................
188
5.24
Acquisition and disposal of subsidiaries ..
189
5.25
Non cash investing and financing
transactions ..............................................
191
5.26
Commitments and contingencies ............
191
5.27
Related parties ...........................................
196
5.28
Subsidiaries ................................................
199
5.29
Leases...................................................
199
5.30
Subsequent events ....................................
204
5.31
External audit ............................................
204
Abridged annual report of the
board of directors to the
annual general meeting of
shareholders
209
1.
Abridged non-consolidated balance sheet
211
2.
Abridged non-consolidated income
statement
212
3.
Capital
213
4.
Accounting policies
214
4.1
General ......................................................
214
4.2
Specific accounting policies .....................
214
5.
Abridged annual report concerning the
statutory annual accounts of Telenet
Group Holding NV
215
5.1
Comments on the balance sheet ............
215
5.2
Comments on the income statement .....
218
5.3
Information on research and
development ..............................................
219
5.4
Risk factors ................................................
219
5.5
Information about subsequent events ....
219
5.6
Going concern ...........................................
219
5.7
Application of legal rules regarding
conflicts of interest ...................................
219
5.8
Branch offices of the Company ...............
219
5.9
Extraordinary activities and special
assignments carried out by the auditor ..
219
5.10
Telenet hedging policy and the use of
financial instruments ................................
219
5.11
Grant of discharge to the directors and
statutory auditor .......................................
220
5.12
Information required pursuant to article
34 of the Belgian Royal Decree of
November 14, 2007 and the law of
April 6, 2010 .............................................
220
5.13
Non-financial information..................... .
220
6 | Telenet | Annual Report 2021 |
Consolidated annual report of the board of directors for 2021 to the
shareholders of Telenet Group Holding NV
The board of directors of Telenet Group Holding NV has the pleasure to
submit to you its consolidated annual report for the year ended December
31, 2021, in accordance with articles 3:6 and 3:32 of the Belgian Code of
Companies and Associations.
In this report, the board of directors also reports on relevant corporate
governance matters as well as certain remuneration matters. In
accordance with article 3:6, §2, 1° of the Belgian Code of Companies and
Associations and the Royal Decree of 12 May 2019 the board of directors
has decided to adopt the 2020 Belgian Corporate Governance Code as
the reference code for corporate governance matters.
Telenet | Annual Report 2021 | 7
Introduction
Definitions
(1)Rebased information: For purposes of calculating rebased growth rates on a comparable basis, Telenet has adjusted its historical revenue and
Adjusted EBITDA to reflect the impact of the following transactions, to the same extent revenue and adjusted EBITDA related to these transactions
are included in its current results: (i) exclude the revenue and Adjusted EBITDA of its former Luxembourg cable subsidiary Coditel S.à r.l.
(deconsolidated as of April 1, 2020), (ii) reflect changes related to the IFRS accounting outcome of certain content rights agreements entered into
during the third quarter of 2020 and (iii) reflect changes related to subscription and usage-related revenues and interconnect revenue generated by
its Small & Medium Sized ("SME") and Large Enterprise ("LE") business customers as of Q2 2021 out of business services revenue into mobile
telephony and other revenue, respectively. Telenet reflects the revenue and Adjusted EBITDA of acquired businesses in its historical amounts based
on what Telenet believes to be the most reliable information that is currently available to Telenet (generally pre-acquisition financial statements), as
adjusted for the estimated effects of (a) any significant differences between its accounting policies and those of the acquired entities, (b) any
significant effects of acquisition accounting adjustments, and (c) other items it deems appropriate. Telenet does 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
Telenet did not own or operate the acquired businesses during the pre-acquisition periods, no assurance can be given that Telenet has identified all
adjustments necessary to present the revenue and Adjusted EBITDA of these entities on a basis that is comparable to the corresponding post-
acquisition amounts that are included in its historical results or that the pre-acquisition financial statements it has relied upon do not contain
undetected errors. In addition, the rebased growth percentages are not necessarily indicative of the revenue and Adjusted EBITDA that would have
occurred if these transactions had occurred on the dates assumed for purposes of calculating its rebased amounts or the revenue and Adjusted
EBITDA that will occur in the future. The rebased growth percentages have been presented as a basis for assessing growth rates on a comparable
basis. Rebased growth is a non-GAAP measure as contemplated by the U.S. Securities and Exchange Commission's Regulation G and is an additional
measure used by management to demonstrate the Company’s underlying performance and should not replace the measures in accordance with EU
IFRS as an indicator of the Company’s performance, but rather should be used in conjunction with the most directly comparable EU IFRS measure.
(2)EBITDA is defined as profit before net finance expense, the share of the result of equity accounted investees, income taxes, depreciation,
amortization and impairment. Adjusted EBITDA is defined as EBITDA before stock-based compensation, measurement period and post-
measurement period adjustments related to business acquisitions and restructuring charges, and before operating charges or credits related to
successful or unsuccessful acquisitions or divestitures. Operating charges or credits related to acquisitions or divestitures include (i) gains and losses
on the disposition of long-lived assets, (ii) due diligence, legal, advisory and other third-party costs directly related to the Company’s efforts to
acquire or divest controlling interests in businesses, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent
consideration. Adjusted EBITDA is a non-GAAP measure as contemplated by the U.S. Securities and Exchange Commission’s Regulation G and
represents an additional measure used by management to demonstrate the Company’s underlying performance and should not replace the
measures in accordance with EU IFRS as an indicator of the Company’s performance, but rather should be used in conjunction with the most directly
comparable EU IFRS measure. For a reconciliation of this measure to the most directly comparable EU IFRS measure, see Discussion of the
consolidated financial statements - 2.5 Adjusted EBITDA.
(3)Accrued C apital Expenditures are defined as additions to property, equipment and intangible assets, including additions from leases and other
financing arrangements, as reported in the Company’s consolidated statement of financial position on an accrued basis.
(4)Adjusted EBITDA less Property and Equipment Additions (formerly referred to as Operating Free Cash Flow ("OFCF")) is defined as
Adjusted EBITDA minus accrued capital expenditures as reported in the Company’s consolidated financial statements. Accrued capital expenditures
exclude the recognition of football broadcasting rights, mobile spectrum licenses and certain lease-related capital additions. Adjusted EBITDA less
property & equipment additions is a non-GAAP measure as contemplated by the U.S. Securities and Exchange Commission’s Regulation G and is a
meaningful measure because it provides (i) a transparent view of Adjusted EBITDA that remains after the Company's capital spend, which the
Company believes is important to take into account when evaluating overall performance of the business and (ii) a comparable view of the
Company's performance relative to other telecommunications companies. The Company's Adjusted EBITDA less property and equipment additions
measure may differ from how other companies define and apply their definition of similar measures.
8 | Telenet | Annual Report 2021 |
(5)Adjusted Free Cash Flow is defined as net cash provided by the Company's operating activities, plus operating-related vendor financed expenses
(which represents an increase in the period to the Company's actual cash available as a result of extending vendor payment terms beyond normal
payment terms, which are typically 90 days or less, through non-cash financing activities and plus cash payments for direct acquisition and
divestiture costs, less (i) cash payments in the period for capital expenditures as reported in the Company's consolidated statement of cash flows, (ii)
principal payments on operating- and capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to
the Company's actual cash available as a result of paying amounts to vendors and intermediaries where we previously had extended vendor
payments beyond the normal payment terms), and (iii) principal payments on leases (which represent a decrease in the period to the Company's
actual cash available) each as reported in the Company's consolidated statements of cash flows. The Company believes its presentation of Adjusted
Free Cash Flow, which is a non-GAAP measure as contemplated by the U.S. Securities and Exchange Commission's Regulation G, provides useful
information to its investors because this measure can be used to gauge the Company's ability to (i) service debt and (ii) fund new investment
opportunities after consideration of all actual cash payments related to working capital activities and expenses that are capital in nature whether
paid inside normal vendor payment terms or paid later outside normal vendor payment terms (in which case the Company typically pays in less than
365 days). Adjusted Free Cash Flow should not be understood to represent the Company's ability to fund discretionary amounts, as the Company
has various mandatory and contractual obligations, including debt repayments, that are not deducted to arrive at these amounts. Investors should
view Adjusted Free Cash Flow as a supplement to, and not a substitute for EU IFRS measures of liquidity included in the Company's consolidated
statements of cash flows. Further, the Company's Adjusted Free Cash Flow may differ from how other companies define and apply their definition
of Adjusted Free Cash Flow.
(6)Revised definition of Adjusted Free Cash Flow: Effective Q4 2021, Telenet has changed the way it calculates Adjusted Free Cash Flow by
deducting (i) cash payments for direct acquisition and divestiture costs and (ii) principal payments on pre-acquisition additions to network leases from
its Adjusted Free Cash Flow. Prior to implementing this change, Telenet's Adjusted Free Cash Flow excluded both payments, in line with its historical
guidance. Telenet has represented its Adjusted Free Cash Flow as of Q1 2021 on that basis and has also represented the FY 2020 amounts. For more
information, Telenet refers to 2.8 Cash flow and liquidity.
(7)Basic Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives Telenet's video service over the Combined
Network either via an analog video signal or via a digital video signal without subscribing to any recurring monthly service that requires the use of
encryption-enabling technology. Encryption-enabling technology includes smart cards, or other integrated or virtual technologies that Telenet uses to
provide its enhanced service offerings. Telenet counts Revenue Generating Units (“RGUs”) on a unique premises basis. In other words, a subscriber
with multiple outlets in one premise is counted as one RGU and a subscriber with two homes and a subscription to Telenet's video service at each
home is counted as two RGUs.
(8)Enhanced Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives Telenet's video service over the
Combined Network via a digital video signal while subscribing to any recurring monthly service that requires the use of encryption-enabling
technology. Enhanced Video Subscribers are counted on a unique premises basis. For example, a subscriber with one or more set-top boxes that
receives Telenet's video service in one premise is generally counted as just one subscriber. An Enhanced Video Subscriber is not counted as a Basic
Video Subscriber. As Telenet migrates customers from basic to enhanced video services, Telenet reports a decrease in its Basic Video Subscribers
equal to the increase in Telenet's Enhanced Video Subscribers.
(9)Internet Subscriber is a home, residential multiple dwelling unit or commercial unit that receives internet services over the Combined Network.
(10)Fixed-line Telephony Subscriber is a home, residential multiple dwelling unit or commercial unit that receives fixed-line voice services over the
Combined Network. Fixed-line telephony Subscribers exclude mobile telephony subscribers.
(11)Telenet's Mobile Subscriber Count represents the number of active subscriber identification module (“SIM”) cards in service rather than services
provided. For example, if a mobile subscriber has both a data and voice plan on a smartphone this would equate to one mobile subscriber.
Alternatively, a subscriber who has a voice and data plan for a mobile handset and a data plan for a laptop (via a dongle) would be counted as two
mobile subscribers. Customers who do not pay a recurring monthly fee are excluded from Telenet's mobile telephony subscriber counts after a 90-
day inactivity period.
(12)Customer Relationships are the number of customers who receive at least one of Telenet's video, internet or telephony services that Telenet
counts as RGUs, without regard to which or to how many services they subscribe. Customer Relationships generally are counted on a unique
premises basis. Accordingly, if an individual receives Telenet's services in two premises (e.g. a primary home and a vacation home), that individual
generally will count as two Customer Relationships. Telenet excludes mobile-only customers from Customer Relationships.
(13)Average Revenue Per Unit (“ARPU”) refers to the average monthly subscription revenue per average customer relationship and is calculated by
dividing the average monthly subscription revenue (excluding mobile services, Business-to-Business ("B2B") services, interconnect, channel carriage
fees, mobile handset sales and installation fees) for the indicated period, by the average of customer relationships for the period.
(14)Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to the Combined Network without
materially extending the distribution plant. Telenet's Homes Passed counts are base d on census data that can change based on either revisions to the
data or from new census results.
(15)RGU is separately a Basic Video Subscriber, Enhanced Video Subscriber, Internet Subscriber or Fixed-line Telephony Subscriber. A home, residential
multiple dwelling unit, or commercial unit may contain one or more RGUs. For example, if a residential customer subscribed to Telenet's enhanced
video service, fixed-line telephony service and broadband internet service, the customer would constitute three RGUs. Total RGUs is the sum of Basic
Video, Enhanced Video, Internet and Fixed-line Telephony Subscribers. RGUs generally are counted on a unique premises basis such that a given
premises does not count as more than one RGU for any given service. On the other hand, if an individual receives one of Telenet's services in two
premises (e.g. a primary home and a vacation home), that individual will count as two RGUs for that service. Each bundled cable, internet or fixed-
line telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are
counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service
Telenet | Annual Report 2021 | 9
period. Services offered without charge on a long-term basis (e.g. VIP subscribers, free service to employees) generally are not counted as RGUs.
Telenet does not include subscriptions to mobile services in its externally reported RGU counts.
(16)Customer Churn represents the rate at which customers relinquish their subscriptions. The annual rolling average basis is calculated by dividing the
number of disconnects during the preceding 12 months by the average number of customer relationships. For the purpose of computing churn, a
disconnect is deemed to have occurred if the customer no longer receives any level of service from Telenet and is required to return Telenet's
equipment. A partial product downgrade, typically used to encourage customers to pay an outstanding bill and avoid complete service disconnection
is not considered to be disconnected for purposes of Telenet's churn calculations. Customers who move within Telenet's cable footprint and
upgrades and downgrades between services are also excluded from the disconnect figures used in the churn calculation.
(17)Net Total Leverage is defined as the sum of loans and borrowings under current and non-current liabilities minus cash and cash equivalents ("Net
Total Debt"), as recorded in the Company's statement of financial position, divided by the last two quarters' Consolidated Annualized Adjusted
EBITDA. In its statement of financial position, Telenet's USD-denominated debt has been converted into € using the December 31, 2021 EUR/USD
exchange rate. As Telenet has entered into several derivative transactions to hedge both the underlying floating interest rate and exchange risks, the
€-equivalent hedged amounts were €2,041.5 million (USD 2,295.0 million Term Loan AR) and €882.8 million (USD 1.0 billion Senior Secured Notes
due 2028), respectively. For the calculation of its net leverage ratio, Telenet uses the €-equivalent hedged amounts given the underlying economic
risk exposure. Net total leverage is a non-GAAP measure as contemplated by the U.S. Securities and Exchange Commission's Regulation G.
(18)Net C ovenant Leverage is calculated as per the 2020 Amended Senior Credit Facility definition, using Net Total Debt (using the €-equivalent
hedged amounts for its USD-denominated debt as highlighted above), excluding (i) subordinated shareholder loans, (ii) capitalized elements of
indebtedness under the Clientele and Annuity Fees, (iii) any finance leases entered into on or prior to August 1, 2007, (iv) any indebtedness incurred
under the network lease entered into with the pure intermunicipalities, (v) any vendor financing-related liabilities, and including (vi) the Credit Facility
Excluded Amount (which is the greater of (a) €400.0 million and (b) 0.25x Consolidated Annualized Adjusted EBITDA), divided by last two quarters’
Consolidated Annualized Adjusted EBITDA.
Important reporting changes
Rebased growth: For purposes of calculating rebased growth rates on a comparable basis, Telenet has adjusted its historical revenue and Adjusted
EBITDA to reflect the impact of the following transactions, to the same extent revenue and Adjusted EBITDA related to these transactions is included in its
current results: (i) exclude the revenue and Adjusted EBITDA of our former Luxembourg cable subsidiary Coditel S.à r.l. (deconsolidated as of April 1,
2020), (ii) reflect changes related to the IFRS accounting outcome of certain content rights agreements entered into during the third quarter of 2020 and
(iii) reflect changes related to subscription and usage-related revenue and interconnect revenue generated by its Small & Medium Sized ("SME") and
Large Enterprise ("LE") business customers as of Q2 2021 out of business services revenue into mobile telephony and other revenue, respectively. See
Definitions for more disclosures. For more information regarding the differences between Telenet's reported and rebased financial results, Telenet refers
to 2.11 Reconciliation reported versus rebased financial information.
Accounting framework Streamz joint venture and Belgian football broadcasting rights: Mid-September 2020, Telenet launched "Streamz": A
unique streaming service of DPG Media and Telenet, in which Telenet has a 50% shareholding. Consequently, neither the operational nor the financial
results of the joint venture itself are consolidated into its accounts. However, as Telenet offers both "Streamz" and "Streamz+" directly to customers
through its digital TV platform, it will continue to include the number of premium entertainment customers to whom we directly serve. The revenue
generated by these direct premium entertainment subscribers is unaffected and remains within Telenets video subscription revenue, while the content-
related costs are accounted for as direct costs (programming-related expenses) and hence impacting its Adjusted EBITDA. In August 2020, Telenet signed
a five-year agreement with Eleven Sports for the broadcasting of the Belgian football league. Unlike the previous contract, the cost of the new Belgian
football contract is accounted for as a direct cost (programming-related expenses) and hence impacting its Adjusted EBITDA. Both changes have started to
impact Telenets (operating) expenses and Adjusted EBITDA as of the third quarter of 2020. Telenet provides rebased year-on-year changes in order to
allow both investors and analysts to assess its financial performance on a like-for-like basis. For more information regarding the differences between
Telenet's reported and rebased financial results, Telenet refers to 2.11 Reconciliation reported versus rebased financial information.
Purchase price allocation for the Connectify acquisition: The Company's December 31, 2020 consolidated statement of financial position has been
restated, reflecting the retrospective impact of the purchase price allocation (“PPA”) for the Connectify acquisition, which was not yet available at year-
end 2020. The fair value adjustment on intangible assets (€1.6 million) mainly related to the acquired trade names (€0.6 million), customer relationships
(€0.3 million) and other intangible assets subject to amortization, being a technological IPTV platform (€0.7 million). Together with the deferred tax
impact of the above-mentioned adjustments (€0.4 million), goodwill was reduced by €1.2 million. The recognition of the fair value of the intangible assets
did not result in any material additional amortization expense for the period between the acquisition date (November 30, 2020) and December 31, 2020,
and consequently, the consolidated statement of profit and loss and other comprehensive income for the twelve months ended December 31, 2020 has
not been restated.
Revenue allocation from Telenet's Small and Medium Sized ("SME") and Large Enterprise ("LE") business customers: As of Q2 2021, Telenet's
postpaid and total mobile subscriber count includes its SME and LE business customers, which were previously not recorded in its SIM count. As a result of
the aforementioned change, the subscription and usage-related revenue generated by its SME and LE business customers is now being reported under
Telenet's mobile telephony revenue (as opposed to business services revenue previously), while the interconnect revenue is now being recognized under
other revenue (as opposed to business services revenue previously). Telenet provides rebased year-on-year changes in order to allow both investors and
analysts to assess the Company's financial performance on a like-for-like basis and represented Telenet's Q4 2020 revenue accordingly.
10 | Telenet | Annual Report 2021 |
Operating Free Cash Flow renamed into Adjusted EBITDA less property & equipment additions: Telenet has stopped using the term Operating
Free Cash Flow and now uses the term "Adjusted EBITDA less property & equipment additions". As Telenet defines the term, Adjusted EBITDA less
property & equipment additions has the same meaning as Operating Free Cash Flow had previously, and therefore does not impact any previously
reported amounts. For more information, Telenet refers to 2.7 Adjusted EBITDA less property & equipment additions.
Revised definition of Adjusted Free Cash Flow: Effective Q4 2021, Telenet has changed the way it calculates Adjusted Free Cash Flow by deducting (i)
cash payments for direct acquisition and divestiture costs and (ii) principal payments on pre-acquisition additions to network leases from its Adjusted Free
Cash Flow. Prior to implementing this change, Telenet's Adjusted Free Cash Flow excluded both payments, in line with its historical guidance. Telenet has
represented its Adjusted Free Cash Flow as of Q1 2021 on that basis and has also represented the FY 2020 amounts. For more information, Telenet refers
to 2.8 Cash flow and liquidity.
Telenet | Annual Report 2021 | 11
1. Information on the Company
1.1 Overview
Telenet is the largest provider of video services in Belgium. Telenet’s hybrid fiber-coaxial (“HFC”) cable network spans the Flanders region, covers
approximately 61% of Belgium by homes passed and includes the metropolitan centers of Antwerp and Ghent and approximately two-thirds of Brussels.
Telenet's cable network (the "Combined Network") consists of a dense fiber backbone with local loop connections constructed of coaxial cable with
spectrum used up to 1.2GHz, powered by the EuroDocsis 3.0 and 3.1 technology with data downstream speeds of up to 1 Gbps across the entire
footprint. Telenet Group Holding’s shares are listed on the Euronext Brussels Stock Exchange under the ticker symbol TNET.
Telenet offers basic and enhanced video, including high definition (“HD”), pay television and video-on-demand (“VOD”) services, high-speed broadband
internet and fixed-line and mobile telephony services to residential subscribers who reside in Telenet’s network area. Telenet also combines its services
into packages, or bundles, which offer subscribers the convenience of being able to purchase video, broadband internet and telephony services from a
single provider at an attractive and discounted price. Under the “BASE” brand, Telenet also offers mobile telephony services to residential and business
customers across Belgium. In addition, Telenet offers voice and data services, as well as value-added services including cloud, hosting and security
solutions, to SMEs and large-sized businesses throughout Belgium and parts of Luxembourg.
At December 31, 2021, Telenet served 2,032,300 unique customer relationships, which represented approximately 60% of the 3,405,800 homes passed
by its leading HFC network across its Flemish and Brussels footprint. At December 31, 2021, the Company provided 4,587,900 fixed services ("RGUs")
consisting of 1,762,000 video, 1,725,700 broadband internet and 1,100,200 fixed-line telephony subscriptions. Within its video mix, approximately 96%
of the video subscribers have upgraded to the higher ARPU enhanced video platform at December 31, 2021, leaving just 65,100 basic TV subscribers who
continue to watch TV in a linear way through the DVB-C tuner of their TV set. At the end of November 2021, Telenet successfully completed its "Signal
Switch" campaign and hence fully switched off the analog TV signal across its entire footprint. Enhanced video subscribers enjoy an enriched TV
experience with unrestricted access to a wider range of digital, HD and pay television sports, series and movies channels, a vast complementary and paid
library of domestic and international video-on-demand ("VOD") content and its over-the-top ("OTT") platform "Telenet TV" and "Yelo". At
December 31, 2021, Telenet also served 2,950,200 mobile subscribers, of which approximately 89% are subscribed to one of its attractive mobile or fixed
mobile converged ("FMC") rate plans.
Telenet reached a bundling rate of 2.26 fixed RGUs per unique customer relationship in Q4 2021, which was modestly down compared to the prior year
period as a result of the continued contraction in its fixed-line telephony RGU base. Approximately 33% of Telenet's cable customers subscribed to a
quadruple-play bundle at December 31, 2021 (excluding mobile subscriptions under the BASE brand) which is broadly unchanged compared to last year.
Telenet's FMC customer base, which represents the sum of its "WIGO", "YUGO" and "KLIK" propositions, in addition to the recently added "ONE" and
"ONE UP" bundles, reached 749,700 subscribers, up 17% year-on-year.
Telenet generated revenue of €2,595.8 million for the year ended December 31 2021, which represented a modest increase of nearly 1% (+0.8%) versus
€2,575.2 million of revenue generated last year. For the year ended December 31, 2021, Telenet achieved Adjusted EBITDA of €1,367.5 million, which
represented a modest decline of less than 1% versus the €1,378.0 million it delivered in 2020. Telenet's revenue and Adjusted EBITDA reflected certain
inorganic impacts such as (i) the divestiture of its former Luxembourg cable business (deconsolidated as of April 1, 2020), (ii) changes to the IFRS
accounting outcome of certain content-related costs for Telenet's premium entertainment packages and the Belgian football broadcasting rights.
Telenet is increasingly focused on offering its subscribers broadband internet and telephony subscriptions and services together with its video services in
the form of attractively priced multiple-play bundles. Telenet has derived, and believes it can continue to derive, substantial benefits from the trend
towards bundled subscriptions, through which it is able to sell more products to individual subscribers, resulting in significantly higher ARPU per customer
relationship and, in its experience, the reduction of customer churn. For the year ended December 31, 2021, the monthly fixed ARPU per customer
relationship reached €59.1, representing an increase of just over 1% compared to the prior year. Growth in the ARPU per customer relationship was
underpinned by (i) a greater share of higher-tier broadband subscribers in Telenet's mix, (ii) the favorable impact of last year's price adjustments and (iii) a
higher proportion of multiple-play subscribers. These factors were partly offset by a greater proportion of revenue being allocated to mobile telephony
from Telenet's recently launched "ONE" FMC bundles compared to its legacy bundles.
12 | Telenet | Annual Report 2021 |
1.2 Video
Cable television is the principal medium for the provision of television services in Flanders, and Telenet is the largest provider of video services in Belgium.
Almost all Flemish television households are passed by the Combined Network. The high penetration of Telenet’s video business has resulted in a steady
source of revenue and cash flow. All of Telenet’s basic video subscribers have access to at least 21 television channels. Telenet generally provides its basic
cable television services under individual contracts with its subscribers, the majority of whom pay monthly. Telenet’s basic video subscribers who have
installed a set-top box or CI + module, and activated a smart card, have access to more than 80 digital channels, including more than 60 HD channels,
and approximately 72 digital radio channels, for no additional fee. Telenet offers its basic video services in digital for no additional fee in order to
encourage its subscribers to migrate to its enhanced video services giving them access to a more enriched TV experience, including access to electronic
program guides (“EPGs”), additional thematic content packs, exclusive movies and sports channels and a large VOD library of both local and international
programs.
At December 31, 2021, Telenet's total basic and enhanced video customer base reached 1,762,000 RGUs. This represented a net organic loss of 49,700
video subscribers. This net loss excludes migrations to our enhanced video service and represents customers churning to competitors’ platforms, such as
other digital television, OTT and satellite providers, or customers terminating their video service or moving out of our service footprint. Within the mix of
video subscribers, the proportion of basic TV subscribers continued to contract, reaching 65,100 at December 31, 2021. These are customers who
continue to watch TV in a linear way through the DVB-C tuner of their TV set. In October 2019, Telenet launched our "Signal Switch" campaign in order
to prepare for the switch-off of both the analog radio and video signals by the end of 2021. After a temporary pause of this project related to COVID-19,
it has now been finalized at the end of November 2021. This frees up capacity on the network for the ever-increasing digital traffic.
1.3 Enhanced video
At December 31, 2021, 1,696,900 of Telenet's video customers had upgraded to its higher ARPU enhanced video services, enabling them to enjoy an
enriched TV experience, including free and unrestricted access to its OTT video apps "Telenet TV" and “Yelo”, through which they can enjoy a unique
content experience on multiple connected devices in the home and out-of-home. For customers using Telenet's latest digital TV platform, the Telenet TV
app is also available on Apple TV since mid-December 2020. Through this media box, customers can transfer their familiar television experience to a
second television screen anywhere in the European Union and without an additional decoder. Telenet's enhanced video customer base increased by 8,900
net RGUs. The high attach rate to the "ONE(Up)" bundles, the acceleration of our "Signal Switch" migration campaign after the summer period and
lower churn were the main drivers of this positive trend.
Mid-September 2020, Telenet launched "Streamz": A unique streaming service of DPG Media and Telenet, in which Telenet holds a 50% share.
Consequently, neither the operational nor the financial results of the joint venture itself are consolidated into Telenet's accounts. However, as the
Company still offers both "Streamz" and "Streamz+" directly to customers through our digital TV platform, Telenet will continue to include the number
of premium entertainment customers to whom it directly serves. The revenue generated by these direct premium entertainment subscribers is unaffected
and remains within Telenet's video subscription revenue, while the content-related costs are accounted for as direct costs (programming-related expenses)
and hence impacting Telenet's Adjusted EBITDA.
Following the launch of the "Streamz" streaming service, Telenet introduced a new "Streamz+" product and rebranded the former "Play" product into
"Streamz" alongside "Play More", which continues to exist. The Company believes its joint OTT platform is uniquely positioned, combining the best
locally produced series of all local broadcasters VTM, Play and VRT, supplemented with must-see international content from HBO, in addition to an
extensive kids zone, films and documentaries. Streamz is available to everyone through the Streamz app, online at Streamz.be and for Telenet customers
through its digital TV platforms. In addition, Telenet continues to have a leading market position as far as sports is concerned. "Play Sports" continues to
broadcast both domestic and international football competitions, such as the English Premier League exclusively, and via the Eleven Sports channels: the
Belgian Jupiler Pro League, La Liga, Serie A and Bundesliga 1. Telenet extended the rights to the Premier League for another three seasons until the 2024
– 2025 season. Other sports, such as cyclo-cross, basketball, hockey, tennis, golf and motor sports, are also included in Telenet's broad sports offering.
During the first quarter of 2021, Telenet launched "Play Sports Open", a new linear channel in its basic TV offering. Play Sports Open offers all Telenet TV
customers a selection of matches from different competitions, including Premier League, Europa League, Eredivisie, ATP and WTA Tennis, Belgian Hockey
and Basketball, Cyclo-cross, Formula 1 and MXGP. This channel also includes both proprietary and acquired programs and documentaries.
Furthermore, as Telenet is evolving to offer all relevant premium entertainment to its customers, the Company have started to integrate other main
subscription VOD services (including amongst others Netflix and Amazon Prime) to its customers through their set-top box environment and Telenet
intends to continue to expand with other relevant VOD services in the future. Consequently, Telenet is well positioned as a leading player in the premium
entertainment segment within its footprint.
Telenet | Annual Report 2021 | 13
1.4 Broadband internet
Tel enet is the leading provider of residential broadband internet services in Flanders and parts of Brussels. Today, Telenet offers consumers and businesses
data download speeds of up to 1 Gbps, and upload speeds of up to 75 Mbps, respectively. Through Telenet’s €500.0 million five-year “Grote Netwerf”
investment program, which started in early 2015 and was completed by mid-2019, Telenet boosted the capacity of its network from 600 MHz to 1.2
GHz, enabling data download speeds of at least 1 Gbps.
As customers expect to enjoy seamless superfast connectivity whether at home, at work or on the move, WiFi remains one of the cornerstones of
Telenet’s connectivity strategy. For the year ended December 31, 2021, Telenet distributed 191,800 WiFi-boosters in order to maximize the in-home
connectivity customer experience. This brings the total installed base to 977,800 customers who are equipped with Telenet's in-home plug-and-play
connectivity solution, up 24% compared to December 31, 2020. This equals approximately 57% of Telenet's broadband customer base compared to
approximately 46% at December 31, 2020. The weighted average data download speed across Telenet's broadband subscriber base further increased to
238 Mbps at December 31, 2021, an increase of 12% compared to December 31, 2020.
At December 31, 2021, Telenet served 1,725,700 broadband internet subscribers. Telenet's broadband customer base again expanded in 2021, attracting
28,600 net new subscribers. Growth was again both driven by strong performance in the residential and the business segment thanks to successful
promotions and continued traction of Telenet's "ONE(Up)" FMC bundles. Annualized churn for Telenet's broadband internet decreased by 30 basis points
year-on-year to 7.6% from 7.9% in 2020 and hence remains at historically moderate levels despite the intensely competitive market backdrop.
Comparing Telenet's annualized churn rates prior to the COVID-19 pandemic and during the pandemic, it sees a marked decline, which underlines
customers' need for reliable, high-speed broadband connectivity at home.
1.5 Telephony
1.5.1 Fixed-line telephony
Telenet offers its residential subscribers local, national and international long distance fixed-line telephony services and a variety of value-added features.
In Flanders, Telenet believes it is currently the largest competitor of Proximus, the Belgian incumbent operator, due in part to Telenet’s emphasis on
customer service and innovative flat-fee rate plans. Substantially all of Telenet’s fixed-line telephony subscribers use voice-over- internet protocol (“VoIP”)
technology, which utilizes the open standards EuroDocsis protocol, and through which Telenet is able to provide both internet and fixed-line telephony
services.
At December 31, 2021, Telenet served 1,100,200 fixed-line telephony subscribers, representing a 6% decrease compared to last year. Relative to
December 31, 2020, Telenet's fixed-line telephony subscriber base contracted by 71,600 RGUs on a net organic basis. In addition to the generally
declining fixed-line telephony market, the continued success of Telenet's "ONE(Up)" FMC bundles accelerated this downward trend as fixed-line
telephony is no longer activated by default in the new FMC packages, but needs a customer opt-in. Since the outbreak of the COVID-19 pandemic,
Telenet continues to observe higher usage of alternative OTT solutions, driven by the increase of homeworking. Annualized churn for Telenet's fixed-line
telephony service therefore reached 9.9% in 2021 and was up 90 basis points compared to the same period of last year.
1.5.2 Mobile telephony
Telenet offers its mobile telephony services under both the “Telenet” and “BASE” brand names and has entered into several wholesale partnerships,
including the Walloon cable operator Nethys and the international provider of prepaid services Lycamobile. Through its own mobile network, Telenet
offers its cable customers mobile voice and data services, including 4G/LTE (“Long Term Evolution”).
Telenet's mobile telephony subscriber base, which excludes subscribers under its commercial wholesale partnerships, totaled 2,950,200 subscribers at
December 31, 2021, including 2,629,800 postpaid subscribers. The remaining 320,400 mobile subscribers are prepaid subscribers under the BASE brand.
Telenet's mobile subscriber counts for all periods as of Q1 2020 have been restated to include Telenet's SME and LE business customers. The Company
added 49,900 net new mobile postpaid subscribers in 2021. Telenet's prepaid subscriber base decreased by 61,400 SIMs in 2021, driven by higher
migrations from pre- to postpaid and changes of SIM activity status.
1.5.3 Interconnection
Interconnection is the means by which users of one telephony network are able to communicate with users of another telephony network. For a
subscriber located on one telephony network to complete a telephone call to an end user served by another telephony network, the subscriber’s network
service provider must connect to the network serving the end user. Typically, the network serving the end user charges the subscriber’s service provider a
fee to terminate the communication on its network, which is based on a call set-up charge and on the length of the telephone call. Telenet's principal
interconnection agreements are with Proximus and the main telecommunication operators in Belgium. Proximus provided fixed-line telephony services to
an estimated 50-60% of the residential and an estimated 60-70% of the business fixed-line market in Belgium according to the most recent Annual
Report (2020) from the Belgian Institute for Postal and Telecommunication services (“BIPT”).
In the premium service mobile business, Telenet connects to content aggregators, and as such provide mobile telephony subscribers access to value-added
services. For the purpose of serving its mobile telephony subscribers roaming abroad, Telenet has over 600 bilateral roaming agreements.
14 | Telenet | Annual Report 2021 |
Interconnection revenue and expenses have a significant impact on Telenet’s financial results. As a result, Telenet is focused heavily on managing this
cost. For the year ended December 31, 2021, Telenet incurred interconnection expenses of €125.8 million (€151.1 million for the year ended December
31, 2020). For the year ended December 31, 2021, Telenet received interconnection revenue of €130.8 million (€157.0 million for the year ended
December 31, 2020). The year-on-year decrease in both interconnect revenue and expenses is linked to the impact of the COVID-19 pandemic. Telenet
reports the interconnection revenue generated by its fixed-line and mobile telephony subscribers under ‘Other’ revenue, while the incurred
interconnection fees are included in ‘Direct costs’. Please note as well that the interconnect revenue generated from Telenets SME and LE subscribers is
now being recognized under other revenue (as opposed to business services revenue previously), and Telenet thus rebased 2020 Interconnect revenues
accordingly.
Telenet has been declared an operator with Significant Market Power ("SMP") on the market for call termination on an individual fixed public telephone
network. Since April 1, 2012, reciprocal termination rates have been imposed, which results in Telenet charging the interconnection rate of Proximus.
Following a court annulment of a final decision on wholesale tariffs issued by the BIPT in 2016, the BIPT issued a new decision in November 2018 that
imposes a wholesale tariff of €0.116 cents per minute of January 1, 2019.
In May 2017, the BIPT published its latest decision on the relevant market for “call termination on individual mobile networks”. Telenet, as a mobile
network operator, has also been designated in the BIPT decision as having SMP. In the decision, the BIPT adopts a bottom-up long-run incremental cost
model to calculate tariffs for call termination on individual mobile networks, resulting in a nominal value of €0.99 cents per minute as of July 1, 2017.
The European Commission wants to set the single maximum EU-wide wholesale rates for fixed and mobile voice termination at 0.07 €cents/min and 0.2
€cents/mi n, respectively. The single maximum EU-wide wholesale rates regulation for fixed and mobile voice termination has become effective in July
2021. The maximum wholesale mobile termination rate would be subject to a three-year glide path ending in 2024. Due to the considerable differences
between the current fixed termination rates and the final rate, the regulation includes a transitional period during 2021 to allow for a gradual adjustment.
By 2022, all fixed operators will be subject to a maximum fixed termination rate of 0.07 €cents/min.
Since 2020, COVID-19 had a significant impact on Telenet's interconnect business. At the start of the pandemic, voice traffic increased significantly,
eventually stabilizing during the later part of the year. SMS and roaming traffic, however, declined during the lockdown.
1.6 Business services
Under the “Telenet Business” brand, Telenet offers a range of voice, data and internet products and services that are tailored to the size and needs of
each customer. Telenet Business also offers its business customers an extensive range of reliable value-added services, including hosting, managed security
and cloud services. Telenet provides services to business customers throughout Belgium and parts of Luxembourg. Telenet’s business customers include
SMEs, larger corporations, public, healthcare and educational institutions, and carrier customers that include international voice, data and internet service
providers. The Company expanded its offering through the acquisition of local ICT integrator Nextel on May 31, 2018. This acquisition has put Telenet
Business in a stronger position to create more competition in the business market. It is now able to offer all-in-one solutions to medium-sized and large
companies.
The revenue reported under business services relates to (i) the revenue generated on non-coax products, including fiber and leased DSL lines, (ii) mobile
telephony revenue generated by Telenet's SME customers, (iii) Telenet's carrier business and (iv) value-added services such as network hosting and
managed data security. Revenue generated by Telenet's business customers on all coax-related products, such as its flagship "KLIK" bundle, is allocated
to the cable subscription revenue lines and is not captured within Telenet Business, Telenet's business services division. Telenet's business services revenue
no longer includes the subscription, usage-related and interconnect revenue generated by its SME and LE business customers as mentioned above, now
reflected under mobile telephony and other revenue, respectively.
Telenet Business generated revenue of €181.1 million for the year ended December 31, 2021, representing a 13% year-on-year decline as a result of the
aforementioned change in the way Telenet reports the subscription and usage-related revenue generated by our SME and LE business customers. On a
rebased basis, Telenet's B2B revenue for the year ended December 31, 2021 remained broadly stable year-on-year.
1.7 Network
In 1996, Telenet acquired the exclusive right to provide point-to-point services, including broadband internet and fixed-line telephony services, and the
right to use a portion of the capacity of the broadband communications network owned by the pure intermunicipalities (the “PICs”), the Partner
Network. Currently, under the PICs Agreement, Telenet has full rights to use substantially all of the Partner Network under a long-term lease (erfpacht/
emphythéose) entered into in 2008 for an initial period of 38 years, for which Telenet is required to pay recurring fees in addition to the fees paid under
certain pre-existing agreements with the PICs.
In June 2020, Fluvius and Telenet began discussions surrounding the potential to build a data network of the future in Flanders. The aim of these talks in
the context of this market survey is to realize a data network of the future for everyone in Flanders in the coming years. For some time now, Fluvius has
been concerned that in the long run a new digital divide may arise in Flanders, with certain regions and customers gaining access to new, faster data
connections and others completely lagging behind. The network company has been probing current market players for several years in hopes of finding a
partner to make this goal a reality with, and Telenet was chosen.
Telenet | Annual Report 2021 | 15
Beginning in early 2019, Fluvius set up a pilot project in which an open Fiber-To-The-Home ("FTTH") network was installed in 15,000 homes in five cities
and municipalities (Antwerp, Diksmuide, Ghent, Genk and Poperinge). Fluvius only provides the open fiber infrastructure without offering any services.
Telecom players wishing to do so can then use this same technical network to offer potential customers their services. Customers can more easily change
their telecom supplier, without the need for any technical work in their home. Telenet shares Fluvius's ambition to continue building the network of the
future. Thanks to Telenet’s continuous investments over the years to modernise and upgrade the entire cable network, Telenet can already offer Internet
speeds of 1 Gbps to everyone in Flanders. The talks that Fluvius started with Telenet are the starting point of a process to see whether the parties can
come to an agreement to also roll out FTTH technology. This is in line with the strategy Telenet has developed in recent years, with the company making
the most of a combination of HFC and fibre-optic technology. An over the years increasing and balanced proportion of FTTH will be a logical next step
to build a next generation network, guaranteeing Flanders a leading position for data infrastructure in the coming decades.
Telenet refers to the Combined Network when describing the combination of its own network and the Partner Network. Through the Combined
Network, Telenet provides video in digital and HD formats, broadband internet and fixed-line telephony services to both residential and business
customers who reside in its service area. The Combined Network consists of a dense fiber optic backbone network with local loop connections consisting
of coaxial cable with a minimum capacity of 1.2 GHz, powered by EuroDocsis 3.0 and 3.1 technology with download speeds of up to 1 Gbps over the
entire footprint. As a result, Telenet can now offer download speeds of up to 1 Gbps to both residential and business customers throughout its footprint.
Telenet’s Combined Network assets include approximately 12,000 kilometers of fiber backbone, of which Telenet owns 7,300 kilometers, utilizes
approximately 2,600 kilometers pursuant to long-term leases and has access to 2,100 kilometers through its agreements with the PICs. The fiber
backbone connects to approximately 68,000 kilometers of coaxial local loops, of which 50,000 kilometers is in the Telenet Network and the balance is in
the Partner Network. Telenet owns the primary and secondary fiber backbone on the Combined Network and the fiber and coaxial cable on the Telenet
Network. The PICs own the additional fiber and the coaxial cable included in the HFC access loops on the Partner Network.
In addition to its HFC network, Telenet offers services to business customers across Bel g ium and in parts of Luxembourg through a combination of
electronic equipment that it owns and fiber that is predominantly leased. Telenet has also installed equipment necessary to provide voice, data and
internet services using Digital Subscriber Line ("DSL") technology. DSL technology enables Telenet to serve business customers that are not close to the
Combined Network in a more cost effective manner.
Telenet’s fiber backbone is running All-IP and carries all of its communications traffic. Telenet also uses fully converged multi protocol label switching
("MPLS") to route its IP traffic, which enables it to more efficiently tag data to better manage traffic on the Combined Network. This means, for example,
that voice packets can be given priority over data packets to avoid interruption to voice communications.
Customers connect to the Combined Network through a coaxial connection from one of Telenet’s nodes. Amplifiers are used on the coaxial lines to
strengthen both downstream and return path signals on the local loop. Network quality usually deteriorates as customer penetration rates on any
particular node increases. When required, the scalability of Telenet’s network enables it to address this problem, within limits, through node splits. Telenet
uses node splits, among other measures, to manage potential congestion in certain parts of the Combined Network.
Telenet’s network operating center in Mechelen, Belgium, monitors performance levels on the Combined Network on a continuous basis. Telenet has a
separate disaster recovery site for back office systems, and its network has been designed to include redundant features to minimize the risk of network
outages and disasters with the fiber optic rings designed to reroute traffic in the opposite direction around the ring in the event that a section of the ring
is cut. Telenet has insured its buildings, head end stations, nodes and related network equipment against fire, floods, earthquakes and other natural
disasters, but is not insured against war, terrorism (except to a limited extent under its general property insurance) and cyber risks. Telenet carries
insurance on its fiber optic network up to a capped amount, but does not carry property damage insurance for its coaxial network.
Through the BASE acquisition in 2016, Telenet owns its mobile infrastructure throughout the whole of Belgium. Since the acquisition, Telenet has
upgraded all of its 3,311 sites, which includes 2,145 owned sites, of which 37% are towers, and 1,166 third-party sites. Out of the total number of 3,311
sites, 603 were newly deployed sites over the same period since 2016. Telenet's board of directors has decided to commence a strategic review of
Telenet’s telecommunications tower business, including a preliminary market assessment, amidst strong demand for telecommunications infrastructure
assets generally and as the case may be broader strategic transactions. Telenet also offers new Voice-over-WiFi -and Voice-over-LTE services, improving
indoor coverage and delivering HD sound quality. At the end of 2021, the high quality of Telenet's mobile network was recognized again by the BIPT, the
national telecoms regulator in Belgium. The September-October 2021 drive tests revealed Telenet delivers the highest mobile download speeds of an
impressive 93.5 Mbps on its 4G+ network. Telenet is gradually launching its mobile 5G network since December 6 2021. The first 5G zones are located
around Leuven, Antwerp and the coast. Customers with a 5G smartphone and a ONE, ONEup, KLIK and KING or KONG Business subscription are the first
to experience the benefits of this new technology. The other mobile products of Telenet, Telenet Business and BASE will follow in the spring of 2022. The
5G network will be gradually rolled out over the next few years. By 2025, the entire mobile network of Telenet and BASE should be expanded with 5G.
1.8 Strategy
2021 concluded the 3-year strategic business cycle for Telenet, successfully delivering on the ambitious Adjusted EBITDA less property & equipment
additions CAGR target of between 6.5 and 8% growth as the Company achieved a CAGR of +6.9% over the period. Telenet delivered on all five pillars of
its ’18-’21 strategy.
Grow Telenet's customer base by providing greater value. Telenet successfully continued its leadership position in broadband (57%) and video
(65%) by investing intensively in its mobile and fixed infrastructure, resulting in speeds of 1Gbps on fixed and almost 100Mbps on mobile 4G+, the fastest
16 | Telenet | Annual Report 2021 |
on the market. This has driven growth by customer uptiering to higher speeds and enabled Telenet to blur the lines between fixed and mobile (ONE
launch). At the same time, Telenet widened its footprint in the media sector in 2021 by successfully taking a stake in award-winning production company
Caviar and trialing new ad concepts via Ads & Data. This will provide further oxygen to the local media ecosystem and support Flanders’ positioning on
the international production scene. Telenet is also accelerating its new business activity: the Company is investing growing in adjacencies and extending
brand loyalty into the home and digital lives of its customers to contribute to revenue growth.
Telenet focuses intensely on the business segment as an important growth driver. The Company's positioning as a solid challenger was solidified by
launching its “KLIK” FMC bundles, its ICT integrated services position and enhanced customer service.
Telenet is executing on a customer intimacy strategy for the Telenet (Business) brands and is going for an operational excellence approach for BASE.
The Company has been setting itself up for ensuring a tailored and hyper-personalized customer journey with an overhaul of its BSS/CSS systems.
Telenet's new platform will allow it to respond quickly to commercial opportunities.
Telenet is building its network strategy on the back of our current ultra-performant mobile and fixed networks, and will ensure it does this in
a capital-efficient way. On the mobile side, Telenet is performing a strategic review of its mobile towers and is focusing on the acquisition of spectrum
and the rollout of 5G. On the fixed side, Telenet has a hybrid technology strategy, allowing it to reap the benefits of both FTTH and HFC.
Telenet did all of the above in a more efficient and agile way by transforming the operating model of the Company and thanks to the commitment of
its highly skilled and engaged employees. Telenet drastically simplified its organization and, driven by the pandemic, even accelerated digitalization within
the Company.
Going forward, Telenet will continue to pursue growth and ensure it maximizes the growth potential. It will do so in partnership to accelerate speed-
to-market and smart capital allocation. This is reflected in Telenet’s new vision “Partners in life. For life.”
Telenet | Annual Report 2021 | 17
2. Discussion of the consolidated
financial statements
2.1 Revenue by service
Telenet generated revenue of €2,595.8 million for the year ended December 31 2021, which represented a modest increase of nearly 1% (+0.8%) versus
€2,575.2 million of revenue generated last year. As mentioned above, last year's revenue still included a one quarter contribution of Telenet's
Luxembourg cable subsidiary Coditel S.à r.l., which has been merged into Eltrona on April 1, 2020 and in which Telenet holds a 50% minus 1 share
shareholding. As such, Telenet no longer consolidates the subsidiary's results as of Q2 2020. Also important to note for comparison purposes is that (i)
Telenet's FY 2020 top line performance reflected the adverse impact of the global COVID-19 pandemic on its business with a more outspoken impact in
Q2 2020 especially given the strong decline in its advertising and production revenue as recorded under other revenue, and (ii) the reclassification of
subscription, usage-related and interconnect revenue generated by Telenet's SME and LE business customers.
Telenet's rebased FY 2021 revenue, which excludes the impact of the aforementioned Luxembourg cable divestment, grew approximately 1% (+0.9%)
year-on-year. As such, the Company delivered on its FY 2021 outlook, which called for organic top line growth of up to 1%. With that, Telenet has
managed to return to top line growth and seeks to maintain this upward trend in the current fiscal year. This positive top line trend was driven by solid
growth in Telenet's total subscription revenue north of 1%, which represents the sum of its cable and mobile subscription revenue, and continues to
represent a solid source of cash flow for Telenet's business. Growth in subscription revenue was driven by (i) continued momentum for Telenet's FMC
bundles in both the residential and the business segments, (ii) the uptiering of broadband customers to higher speed bundles and (iii) the benefit of the
October 2020 and August 2021 rate adjustments. As a result of changes to the allocation of revenue from Telenet's new "ONE" FMC bundles compared
to its former "WIGO" and "YUGO" FMC bundles, mobile telephony revenue increased by €7.0 million during FY 2021, with a corresponding decrease in
cable subscription revenue.
For further information on Telenet's rebased financials and on Telenet's reported revenue by service, it refers to 2.11 Reconciliation reported versus
rebased financial information and note 5.19 Revenue to the consolidated financial statements of the Company.
2.1.1 Video
Telenet's video revenue represents the monthly fee paid by its video subscribers for the channels they receive in the basic tier and the revenue generated
by its enhanced video subscribers which primarily includes (i) recurring set-top box rental fees, (ii) fees for supplemental premium content offerings,
including Telenet's subscription VOD packages “Streamz”, "Streamz+" “Play More” and “Play Sports” and (iii) transactional and broadcasting-on-
demand services. Telenet's video revenue for the year ended December 31, 2021 amounted to €548.5 million, representing a 2% decrease compared to
FY 2020 both on a reported and rebased basis. This reflected (a) a lower average number of video RGUs, (b) the adverse impact of the COVID-19
pandemic on Telenet's transactional video-on-demand revenue caused by certain delays in the release of new blockbuster movies and series and (c) the
aforementioned shift in revenue allocation from the new "ONE" FMC bundles as described above. These factors combined more than outweighed the
benefit from the October 2020 and August 2021 price adjustments.
2.1.2 Broadband internet
The revenue generated by Telenet's residential and small business broadband internet RGUs totaled €680.2 million for the year ended December 31,
2021, up almost 4% compared to last year both on a reported and rebased basis. This robust year-on-year performance reflected (i) the benefit from the
October 2020 and August 2021 price adjustments, (ii) the continued uptiering of Telenet's broadband internet customer base and (iii) the successful
launch of its new "ONE" FMC propositions. This was partly offset by the aforementioned change in revenue allocation from the new "ONE" FMC
bundles.
18 | Telenet | Annual Report 2021 |
2.1.3 Fixed-line telephony
Telenet's fixed-line telephony revenue includes recurring subscription-based revenue from its fixed-line telephony subscribers and variable usage-related
revenue, but excludes the interconnect revenue generated by these customers, which is reported under other revenue. For the year ended December 31,
2021, Telenet's fixed-line telephony revenue fell 4% year-on-year on both a reported and rebased basis to €215.6 million. This mainly reflected lower
average RGUs over the period and the aforementioned change in revenue allocation from the new "ONE" FMC bundles, which more than offset the
favorable impact of the October 2020 and August 2021 price adjustments.
2.1.4 Mobile telephony
Telenet's mobile telephony revenue represents the subscription-based revenue generated by its direct mobile telephony subscribers and out-of-bundle
revenue, but excludes (i) the interconnect revenue generated by these customers, (ii) the revenue earned from handset sales and (iii) revenue recognized
under Telenet's "Choose Your Device" programs, which are all recorded in other revenue. Telenet's mobile telephony revenue also includes the
subscription and usage-related revenue generated by its SME and LE business customers as mentioned above. In FY 2021, Telenet generated mobile
telephony revenue of €492.4 million, representing a year-on-year increase of almost 4% on a restated basis mainly as a result of the inclusion of the
subscription and usage-related revenue generated by Telenet's SME and LE business customers which was recorded under business service last year. On a
rebased basis, Telenet's mobile telephony revenue was up 4% for the year ended December 31, 2021. The increase was mainly attributable to a favorable
comparison base as last year's mobile usage was adversely impacted by COVID-19 lockdown restrictions. In addition Telenet's mobile telephony revenue
benefited from the aforementioned revenue allocation shift from Telenet's latest FMC line-up.
2.1.5 Business services
The revenue reported under business services relates to (i) the revenue generated on non-coax products, including fiber and leased DSL lines, (ii) Telenet's
carrier business and (iii) value-added services such as network hosting and managed data security. Revenue generated by its business customers on all
coax-related products, such as Telenet's flagship "KLIK" bundle, is allocated to its cable subscription revenue lines and is not captured within Telenet
Business, its business services division. Telenet's business services revenue no longer includes the subscription, usage-related and interconnect revenue
generated by its SME and LE business customers as mentioned above, now reflected under mobile telephony and other revenue, respectively.
Telenet Business generated revenue of €181.1 million for the year ended December 31, 2021, representing a stable evolution on a restated basis as a
result of the aforementioned change in the way Telenet reports the subscription and usage-related revenue generated by its SME and LE business
customers. On a rebased basis, Telenet's B2B revenue for the year ended December 31, 2021 remained broadly stable year-on-year.
2.1.6 Other
Other revenue primarily includes (i) interconnect revenue from both Telenet's fixed-line and mobile telephony customers, including its SME and LE
business customers as mentioned above (ii) advertising and production revenue from Telenet's media subsidiaries, (iii) mobile handset sales, including the
revenue earned under its "Choose Your Device" programs, (iv) wholesale revenue generated through both Telenet's commercial and regulated wholesale
businesses, (v) product activation and installation fees and (vi) set-top box sales revenue. Telenet's other revenue reached €478.0 million for the year
ended December 31, 2021, broadly stable on a reported and rebased basis. A solid performance of Telenet's advertising and production business, higher
wholesale revenue and slightly higher revenue from handset sales were largely offset by a significant decline in Telenet's interconnect revenue, reflecting
the impact of the COVID-19 pandemic on customer behavior and related increased usage of OTT applications.
2.2 Total expenses
For the year ended December 31, 2021, Telenet incurred total expenses of €1,996.6 million, representing a 1% increase compared to the prior year. As a
reminder, last year's total expenses included (i) a one-quarter contribution from Telenet's Luxembourg cable business prior to the divestment to Eltrona as
of April 1, 2020 as well as (ii) a €32.9 million goodwill impairment charge on De Vijver Media following the re-assessment of their strategic long-range
plan, reflecting the impact of the COVID-19 pandemic on its financial profile. Excluding this goodwill impairment charge in 2020, the underlying year-on-
year growth in Telenet's total expenses would have been higher. Total expenses represented approximately 77% of revenue in FY 2021, representing a
similar percentage as for FY 2020.
Telenet's operating expenses, which include its (i) network operating expenses, (ii) direct costs, (iii) staff-related expenses, (iv) sales and marketing
expenses, (v) outsourced labor and professional services and (vi) other indirect expenses, increased 3% on a reported basis for the year ended December
31, 2021 and reflected changes to the IFRS accounting treatment of certain content-related costs for Telenet's premium entertainment packages and the
Belgian football broadcasting rights because of changes related to the underlying contracts. On a rebased basis, Telenet's FY 2021 operating expenses
remained broadly stable compared to the prior year. This was driven by decreases of 4% and 6%, respectively, in its direct costs and sales and marketing
expenses, which helped to offset increases in Telenet's other cost lines as described further below.
For further information on our rebased financials, we refer to 2.11 Reconciliation between reported and rebased financial information.
Telenet | Annual Report 2021 | 19
2.2.1 Cost of services provided
Cost of services provided as a percentage of revenue represented approximately 49% for FY 2021 (FY 2020: approximately 54%).
2.2.2 Selling, general and administrative expenses
Selling, general and administrative expenses represented approximately 28% of Telenet's total revenue in FY 2021 (FY 2020: approximately 23%).
2.3 Expenses by nature
2.3.1 Network operating expenses
Network operating expenses for the year ended December 31, 2021 were €205.2 million, reflecting increases of respectively 4% and 3% year-on-year on
a reported and rebased basis due to (i) a greater proportion of technical customer visits, reflecting an increase in homeworking as a result of the
COVID-19 pandemic, as well as (ii) the resumption of Telenet's analog Signal Switch program.
2.3.2 Direct costs (programming and copyrights, interconnect and other)
Telenet's direct costs include all of its direct expenses such as (i) programming and copyright costs, including, as of Q3 2020, costs related to the purchase
of content for Telenet's "Streamz", "Streamz+" and "Play More" packages, as well as the costs related to the Belgian football broadcasting rights, (ii)
interconnect costs and (iii) handset sales and subsidies. For the year ended December 31, 2021, Telenet's direct costs were €522.0 million, a 1% increase
compared to FY 2020, reflecting the aforementioned changes to the IFRS accounting treatment of certain content-related costs for Telenet's premium
entertainment packages and the Belgian football broadcasting rights because of changes related to the underlying contracts. On a rebased basis,
Telenet's direct costs for the year ended December 31, 2021 decreased 4% year-on-year due to significantly lower interconnect costs, which more than
offset higher programming costs and costs related to handset purchases.
2.3.3 Staff-related expenses
Staff-related expenses for the year ended December 31, 2021 were €277.4 million, which represented an increase of 2% and stable evolution,
respectively, compared to the prior year on a reported and rebased basis respectively. This reflected (i) a higher average headcount and (ii) the effect of
the mandatory wage indexation as of early 2021. The latter will also impact Telenet's 2022 cost base as embedded in its FY 2022 outlook
2.3.4 Sales and marketing expenses
Telenet's sales and marketing expenses for the year ended December 31, 2021 were €88.1 million representing an 8% year-on-year decrease. On a
rebased basis, sales and marketing expenses for the year ended December 31, 2021 decreased 6% year-on-year, reflecting timing variances in some of its
marketing campaigns.
2.3.5 Outsourced labor and professional services
Costs related to outsourced labor and professional services were €31.8 million in FY 2021, a 12% year-on-year increase both on a reported and rebased
basis, respectively, as expenses in 2020 reflected the impact of the global COVID-19 pandemic with lower costs..
2.3.6 Other indirect expenses
Other indirect expenses reached €103.8 million for the year ended December 31, 2021, representing a 16% increase compared to the prior year both on
a reported and rebased basis, due to higher outsourced call center costs triggered by COVID-19 regulation requiring mandatory homeworking.
2.3.7 Depreciation, amortization and restructuring, incl. impairment of long-lived assets and gain on
disposal of assets
Depreciation and amortization, including impairment of long-lived assets, gain on disposal of assets and restructuring charges, reached €726.3 million in
FY 2021 compared to €749.4 million for the prior year period which included the aforementioned €32.9 million goodwill impairment charge.
For further information on Telenet's rebased financials, Telenet refers to Definitions and the Investor & Analyst Toolkit, which can be retrieved from the
Company's investor relations website.
For further information on Telenet's rebased financials and on the Company's expenses by nature, Telenet refers to 2.11 Reconciliation reported versus
rebased financial information and to 5.20 Expenses by nature.
20 | Telenet | Annual Report 2021 |
2.4 Net result
2.4.1 Finance income and expenses
For the year ended December 31, 2021, net finance expense totaled €79.4 million compared to €233.1 million in 2020. Finance income for the year
ended December 31, 2021 increased substantially year-on-year to €308.4 million from €241.1 million last year and included a non-cash gain on Telenet's
derivatives of €306.7 million, whereas the prior year reflected a net foreign exchange gain of €240.2 million. Finance expense for the year ended
December 31, 2021 decreased 18% to €387.8 million from €474.2 million in 2020. Finance expense for FY 2021 included a €199.9 million non-cash
foreign exchange loss on Telenet's USD-denominated debt, whereas last year's finance expense reflected a €252.2 million non-cash loss of its derivatives
and a €15.2 million loss on extinguishment of debt. Telenet's USD-denominated debt has been hedged until the respective maturity dates, hence
minimizing the impact of foreign exchange fluctuations on its cash flows. Excluding the impact from both derivatives and foreign exchange losses,
Telenet's net interest expense in FY 2021 decreased 9%, reflecting the benefit of certain refinancing transactions in 2020.
For further information, Telenet refers to note 5.21 to the consolidated financial statements of the Company.
2.4.2 Income taxes
Telenet recorded income tax expense of €113.3 million for the year ended December 31, 2021 compared to €50.7 million in FY 2020. Last year's income
tax expense was favorably impacted by the recognition of the innovation income tax deduction, including a one-time effect of deductions related to prior
periods, whereas FY 2021 reflected a more normalized run-rate.
For further information, we refer to note 5.22 to the consolidated financial statements of the Company
2.4.3 Net profit
Telenet realized a net profit of €393.6 million for the year ended December 31, 2021 compared to €338.5 million in the prior year. The solid 16%
increase in Telenet's net profit reflected significantly lower net finance expense and a 1% increase in Telenet's operating profit, partly offset by higher
income tax expense and a €12.2 million impairment on its 50% minus 1 share shareholding in the Luxembourg cable operator Eltrona following a review
of its medium-term strategic plan. In FY 2021, Telenet achieved a net profit margin of 15.2%, an increase of 210 basis points compared to last year.
2.5 Adjusted EBITDA
For the year ended December 31, 2021, Telenet achieved Adjusted EBITDA of €1,367.5 million, which represented a modest decline of less than 1%
versus the €1,378.0 million Telenet delivered in 2020. This was mainly driven by (i) the changes to the IFRS accounting outcome of certain content-related
costs for Telenet's premium entertainment packages and the Belgian football broadcasting rights because of changes related to the underlying contracts
and (ii) the divestment of Telenet's Luxembourg cable business into Eltrona as mentioned earlier. In FY 2021, Telenet achieved an Adjusted EBITDA margin
of 52.7% compared to 53.5% in 2020.
On a rebased basis, excluding these impacts, Telenet's Adjusted EBITDA for the year ended December 31, 2021 increased almost 2% (+1.6%) driven by
the return to top line growth over the period and its ability to keep operating expenses broadly stable compared to 2020 when Telenet's cost base was
somewhat favorably impacted following the restrictions imposed by the COVID-19 pandemic. With that, the Company managed to deliver on its FY 2020
outlook of the upper end of the 1-2% range. On a rebased basis, Telenet succeeded in expanding its FY 2021 Adjusted EBITDA margin by 40 basis points
versus last year.
For further information on our rebased financials, we refer to 2.11 Reconciliation reported versus rebased financial information.
Telenet | Annual Report 2021 | 21
(€ in millions)
For the year ended December 31,
2021
2020, as restated
Profit for the period
393.6
338.5
Income tax expense
113.3
50.7
Share of the result of equity accounted investees
0.7
(0.7)
Impairment of investments in equity accounted investees
12.2
—
Gain on disposal of assets/liabilities related to a subsidiary or a joint venture
—
(27.5)
Net finance expense
79.4
233.1
Depreciation, amortization, impairment and gain on disposal of assets
725.1
743.9
EBITDA
1,324.3
1,338.0
Share based compensation
28.3
29.8
Operating charges related to acquisitions or divestitures
18.0
5.3
Restructuring charges
1.2
5.5
Measurement period adjustments related to business acquisitions
(4.3)
(0.6)
Adjusted EBITDA
1,367.5
1,378.0
Adjusted EBITDA margin
52.7%
53.5%
Net profit margin
15.2%
13.1%
2.6 Capital expenditures
Accrued capital expenditures for the year ended December 31, 2021 reached €635.6 million, an increase of 6% versus last year and equivalent to
approximately 25% of revenue over the period (FY 2020: approximately 23%). Telenet's FY 2021 accrued capital expenditures included the impacts of (i)
a three-year extension of the UK Premier League football broadcasting contract up to and including the 2024-2025 season and (ii) a temporary six-month
extension of both the 2G and 3G mobile spectrum licenses in March and September this year for an aggregate amount of €16.8 million, awaiting the
upcoming multiband spectrum auction which is due to commence towards the end of Q2 2022. Also, the year-on-year comparison base was impacted
by (a) the Streamz premium entertainment joint venture and (b) the divestiture of Telenet's former Luxembourg cable business (deconsolidated as of April
1, 2020). Excluding (i) the recognition of certain football broadcasting rights, (ii) the aforementioned mobile spectrum licenses and (iii) certain lease-
related capital additions from Telenet's accrued capital expenditures, its FY 2021 accrued capital expenditures were €542.8 million, equivalent to
approximately 21% of revenue, and representing a modest 1% year-on-year increase.
Capital expenditures related to customer premises equipment, which includes Telenet's spending on set-top boxes, modems and WiFi powerlines
represented €94.4 million for the year ended December 31, 2021 and was modestly up by less than 1% compared to last year. Capital expenditures
related to customer premises equipment for the year ended December 31, 2021 represented approximately 17% of Telenet's total accrued capital
expenditures (excluding the recognition of certain football broadcasting rights, the aforementioned mobile spectrum licenses and certain lease-related
capital additions).
Accrued capital expenditures for network growth and upgrades amounted to €69.0 million in FY 2021, marking an 11% decrease compared to the prior
year and predominantly reflected relatively lower investments in Telenet's fixed and mobile network infrastructure as well as, to a lesser extent, the impact
of COVID-19 on its field operations. For the year ended December 31, 2021, network-related capital expenditures represented approximately 13% of
total accrued capital expenditures (excluding the recognition of certain football broadcasting rights, the aforementioned mobile spectrum licenses and
certain lease-related capital additions).
Capital expenditures for products and services, which reflects Telenet's investments in product development and the upgrade of Telenet's IT platforms
and systems, amongst others, totaled €173.0 million in FY 2021. This represented a strong 13% year-on-year increase, reflecting higher spending on
Telenet's IT upgrade program. Capital expenditures for products and services represented approximately 32% of total accrued capital expenditures for
the year ended December 31, 2021 (excluding the recognition of certain football broadcasting rights, the aforementioned mobile spectrum licenses and
certain lease-related capital additions).
The remainder of Telenet's accrued capital expenditures includes (i) refurbishments and replacements of network equipment, (ii) sports and programming
acquisition costs, including certain content acquired by De Vijver Media, (iii) certain recurring investments in the Company's IT platform and systems and
(iv) lease-related capital additions. These reached €299.2 million for the year ended December 31, 2021, representing a 10% increase compared to last
year and included the aforementioned extension of the UK Premier League football broadcasting rights. Under EU IFRS, these rights have been capitalized
and amortized as the seasons progress.
The above implies that approximately 62% of Telenet's accrued capital expenditures for the year ended December 31, 2021 (excluding the recognition of
certain football broadcasting rights, the aforementioned mobile spectrum licenses and certain lease-related capital additions) were scalable and subscriber
growth related. Telenet continues to closely monitor its capital expenditures in order to drive incremental returns.
22 | Telenet | Annual Report 2021 |
(€ in millions)
For the year ended December 31,
2021
2020, as restated
Accrued capital expenditures
635.6
597.0
Assets acquired under capital-related vendor financing arrangements
(53.3)
(80.8)
Assets acquired under lease agreements
(49.5)
(90.6)
Changes in current liabilities related to capital expenditures
(53.7)
46.2
Cash capital expenditures, net
479.1
471.8
2.7 Adjusted EBITDA less property & equipment additions
Telenet yielded an Adjusted EBITDA less property & equipment additions (previously referred to as Operating Free Cash Flow) of €824.7 million for the
year ended December 31, 2021 compared to €840.8 million in FY 2020. The 2% year-on-year decrease was mainly driven by modestly higher accrued
capital expenditures versus the year ended December 31, 2020 (excluding the recognition of football broadcasting rights, mobile spectrum licenses and
certain lease-related capital additions). On a rebased basis and excluding the aforementioned items, consistent with the basis of Telenet's 2018-2021
Adjusted EBITDA less property & equipment additions CAGR guidance, Telenet's Adjusted EBITDA less property & equipment additions for the year ended
December 31, 2021 was stable year-on-year, in line with its FY 2021 outlook. With that, Telenet also managed to deliver on its medium-term outlook,
having achieved a nearly 7% CAGR (+6.9%) compared to Telenet's outlook of 6.5% to 8.0%..
(€ in millions)
For the year ended December 31,
2021
2020, as
restated
Adjusted EBITDA
1,367.5
1,378.0
Accrued capital expenditures
(635.6)
(597.0)
Recognition of football broadcasting rights
58.4
6.0
Recognition of mobile spectrum licenses
16.8
—
Recognition of certain lease-related capital additions
17.6
53.8
Accrued capital expenditures excluding the recognition of football broadcasting rights,
mobile spectrum licenses and certain lease-related capital additions
(542.8)
(537.2)
Adjusted EBITDA less property & equipment additions
824.7
840.8
2.8 Cash flow and liquidity
For further information, we refer to the consolidated statement of cash flows of the Company.
2.8.1 Net cash from operating activities
For the year ended December 31, 2021, Telenet's operations yielded €1,029.6 million of net cash compared to the €1,057.4 million it generated during
the prior year. The net cash from our operating activities in FY 2020 included the impact of the divestiture of our former Luxembourg cable business
(deconsolidated as of April 1, 2020). Telenet's net cash from operating activities decreased 3% year-on-year as the benefit from both lower cash taxes
and lower cash interest expenses compared to FY 2020 was more than fully offset by a negative trend in Telenet's working capital.
2.8.2 Net cash used in investing activities
Telenet used €497.6 million of net cash in investing activities for the year ended December 31, 2021, which was up 5% compared to €475.6 million last
year. The net cash flow used in investing activities for FY 2021 reflected the aforementioned temporary extensions of Telenet's mobile spectrum licenses
in both Q1 and Q3 this year ahead of next year's multiband auction, whereas the net cash used in investing activities in FY 2020 was positively impacted
by the Streamz OTT transaction with DPG Media. Telenet utilizes a vendor financing program through which it is able to extend its payment terms for
certain suppliers to 360 days at an attractive all-in cost. During the year ended December 31, 2021, Telenet acquired €53.3 million of assets through
capital-related vendor financing arrangements, favorably impacting Telenet's net cash used in investing activities for the equivalent amount. This
represented declines of 34% year-on-year versus FY 2020. See Section 2.6 Capital expenditure for a reconciliation between the accrued capital
expenditures and cash capital expenditures.
Telenet | Annual Report 2021 | 23
2.8.3 Net cash from financing activities
For the year ended December 31, 2021, the net cash used in financing activities was €474.5 million compared to €601.2 million in FY 2020, representing
a strong decrease of 21% year-on-year. Telenet's net financing cash flow of last year reflected (i) the start and completion of its €34.4 million Share
Repurchase Program 2020 in the course of Q1 2020, (ii) the €56.6 million voluntary redemption of part of its Senior Secured Fixed Rate Notes and (iii)
€292.3 million of dividends paid to shareholders as part of Telenet's shareholder remuneration policy. The net cash used in financing activities for the year
ended December 31, 2021 reflected (a) a net €68.4 million reduction in its outstanding loans and borrowings, including scheduled repayments under its
vendor financing program, (b) dividend distributions to shareholders of €300.5 million, up 3% year-on-year, which reflected both the final dividend paid
in May 2021 as well as the intermediate dividend in December 2021 and (c) the start of Telenet's Share Repurchase Program 2021 as of end-November
(€12.8 million). The remainder of Telenet's net cash used in financing activities primarily consisted of lease repayments and other financial payments.
2.8.4 Adjusted Free Cash Flow
For the year ended December 31, 2021, Telenet generated a robust outcome against its FY 2021 Adjusted Free Cash Flow outlook, exceeding the
midpoint of its €420.0 to €440.0 million range by €1.2 million, representing a 4% increase year-on-year on the same basis. In 2021 Telenet changed its
as reported definition of Adjusted Free Cash Flow to include (i) cash payments for direct acquisition and divestiture costs and (ii) principal payments on
pre-acquisition additions to network leases, both of which were previously excluded from Telenet's definition of Adjusted Free Cash Flow and thus
excluded from its FY 2021 outlook of €420.0 to €440.0 million. Including these payments in Telenet's revised as reported definition of Adjusted Free Cash
Flow, Telenet's FY 2021 Adjusted Free Cash Flow result was €404.9 million, up 3% compared to €393.1 million Telenet generated in 2020 on the same
basis. Telenet's Adjusted Free Cash Flow for the year ended December 31, 2021 included €12.2 million of cash payments for direct acquisition and
divestiture costs and €14.1 million of principal payments on pre-acquisition additions to network leases. Growth in Telenet's Adjusted Free Cash Flow was
driven by (i) €14.5 million lower cash taxes paid relative to last year and (ii) €9.3 million lower cash interest expenses as a result of the refinancing of its
Term Loans in early 2020, partly offset by a €5.0 million decrease in its vendor financing program.
(€ in millions)
For the year ended December 31,
2021
2020, as restated
Net cash from operating activities
1,029.6
1,057.4
Cash payments for direct acquisition and divestiture costs
12.2
3.1
Operating-related vendor financing additions
350.8
345.7
Purchases of property and equipment
(277.1)
(278.8)
Purchases of intangibles
(202.0)
(193.0)
Principal payments for mobile spectrum licenses
—
(4.0)
Principal payments on operating-related vendor financing
(344.0)
(234.2)
Principal payments on capital-related vendor financing
(65.1)
(194.8)
Principal payments on leases (excluding network-related leases assumed in acquisitions)
(40.8)
(48.7)
Principal payments on post acquisition additions to network leases
(32.4)
(36.9)
Adjusted Free Cash Flow
431.2
415.8
Cash payments for direct acquisition and divestiture costs
(12.2)
(3.1)
Principal payments on pre-acquisition additions to network leases
(14.1)
(19.6)
Adjusted Free Cash Flow (revised definition)
404.9
393.1
2.9 Debt profile, cash balance and net leverage ratio
2.9.1 Debt profile
At December 31, 2021, Telenet carried a total debt balance (including accrued interest) of €5,579.1 million, of which €1,418.2 million principal amount is
related to the € and USD-denominated Senior Secured Fixed Rate Notes due March 2028 and €3,125.5 million principal amount is owed under the 2020
Amended Senior Credit Facility with maturities ranging from April 2028 through April 2029. Telenet's total debt balance at December 31, 2021 also
included a principal amount of €346.0 million related to its vendor financing program, while the remainder primarily represents lease obligations
associated with the Interkabel Acquisition and other leases.
At December 31, 2021, Telenet carried €346.0 million of short-term debt related to its vendor financing program, all of which is maturing within less than
twelve months and which carries a margin of 195 basis points over EURIBOR (floored at 0%). This represented a decline of €5.0 million versus
December 31, 2020 negatively impacting the Company's Adjusted Free Cash Flow by the same amounts in both periods. For the full year 2022, Telenet
anticipates a broadly stable evolution from December 31 2021, as embedded in the Company's FY 2022 Adjusted Free Cash Flow outlook, yet with a
certain seasonality in some of its payments from quarter to quarter.
All of Telenet's floating interest rate risk and foreign exchange currency risk have been hedged until the maturity of such debt instruments through a
series of derivatives, improving the visibility on Telenet's future Adjusted Free Cash Flow. Excluding short-term liabilities related to Telenet's vendor
financing program, the Company faces no debt maturities prior to March 2028 with a weighted average maturity of approximately 6.5 years at
24 | Telenet | Annual Report 2021 |
December 31, 2021. In addition, Telenet also had full access to €555.0 million of undrawn commitments under its revolving credit facilities at
December 31, 2021, with certain availabilities up to September 2026.
2.9.2 Debt overview and payment schedules
For an overview of the Company’s debt instruments and payment schedule at December 31, 2021 we refer to note 5.13.3 to the consolidated financial
statements of the Company.
2.9.3 Cash balance and availability of funds
At December 31, 2021, Telenet held €139.5 million of cash and cash equivalents compared to €82.0 million at December 31, 2020. In order to minimize
the concentration of counterparty risk, Telenet's cash equivalents and AAA-rated money market funds are placed with highly rated European and US
financial institutions and the Company strives to invest at least 75% of its cash and cash equivalents in AAA-rated money market funds. In addition to
Telenet's available cash balance, the Company also had full access to €555.0 million of available commitments under its 2020 Amended Senior Credit
Facility and other revolving credit facilities, subject to compliance with the covenants mentioned below. Relative to December 31, 2020 Telenet's cash
balance at year-end 2021 substantially increased with €57.5 million. Until December 31, 2021, Telenet repurchased 412,709 of its own shares under this
program for a total cash payment of €12.8 million. Hence, approximately 40% of the aforementioned program had been completed at the 2021 year-
end.
For further information, Telenet refers to note 5.11 to the consolidated financial statements of the Company.
2.9.4 Net leverage ratio
At the occasion of the December 2018 Capital Markets Day - and as updated at the end of October 2020 when Telenet tightened its shareholder
remuneration policy - the Company reconfirmed its leverage framework, maintained at 3.5x to 4.5x Net Total Debt to Consolidated Annualized Adjusted
EBITDA ("net total leverage"). In absence of any material acquisitions and/or significant changes in its business or regulatory environment, Telenet intends
to stay around the 4.0x mid-point through an attractive and sustainable level of shareholder disbursements. This now includes a gross dividend per share
floor of €2.75, representing the upper end of the previous pay-ratio between 50-70% as a percentage of Telenet's Adjusted Free Cash Flow. At
December 31, 2021, Telenet's net total leverage was 4.0x, representing a modest decrease compared to the 4.1x Telenet reported at December 31, 2020.
Telenet's net covenant leverage, as calculated under the 2020 Amended Senior Credit Facility, differs from its net total leverage as it excludes (i) lease-
related liabilities, (ii) any vendor financing-related short-term liabilities and includes (iii) the Credit Facility Excluded Amount (which is the greater of €400.0
million and 0.25x Consolidated Adjusted Annualized EBITDA). Telenet's net covenant leverage reached 3.0x at December 31, 2021, which was stable
versus December 31, 2020. Telenet's current net covenant leverage ratio is significantly below the springing maintenance covenant of 6.0x and the
incurrence test of 4.5x net senior leverage. The aforementioned maintenance covenant only applies, however, in case Telenet would draw 40% or more
under its revolving credit facilities. At December 31, 2021, Telenet's revolving credit facilities were fully undrawn as mentioned above.
For further information on our Consolidated Annualized EBITDA, we refer to 2.12 Reconciliation between profit for the period and Consolidated
Annualized EBITDA.
2.10 Shareholder remuneration
Building on the shareholder remuneration policy as initially introduced at Telenet's December 2018 Capital Markets Day and as tightened at the end of
October 2020, the Company paid a gross intermediate dividend of €1.375 per share in early December 2021 (€150.2 million in aggregate), which
represented 50% of the fixed dividend floor of €2.75 per share (gross). In line with Telenet's policy, the board of directors has decided to propose to the
Annual Shareholders' Meeting at the end of April 2022 to approve the payment of a gross final dividend of €1.375 per share (€149.4 million in total,
based on the number of dividend-entitled shares outstanding at the 10th of February 2022). If and when approved, the dividend will be paid on May 4,
2022, with the Telenet shares trading ex-dividend on Euronext Brussels as of May 2, 2022. In parallel, Telenet continues to execute the remainder of its
Share Repurchase Program 2021, which was approximately 40% completed at year-end 2021 and approximately 76% at the 10th of February 2022.
The board of directors remains highly committed to deliver on the Company's shareholder remuneration policy, as detailed during the December 2018
Capital Markets Day and as tightened in October 2020 as mentioned above. In the absence of any material acquisitions and/or significant changes in
Telenet's business or regulatory environment, the Company intended to maintain Net Total Debt to Consolidated Annualized Adjusted EBITDA ("net total
leverage") around the 4.0x mid-point through an attractive and sustainable level of shareholder disbursements. This includes a fixed dividend per share
floor of €2.75 (gross). The remainder of Telenet's Adjusted Free Cash Flow may still be considered for accretive acquisitions, extraordinary dividends,
incremental share buy-backs, deleveraging or a combination thereof.
Telenet | Annual Report 2021 | 25
2.11 Reconciliation reported versus rebased financial information (unaudited)
(€ in millions)
Reported
Reported
Q1 2020
Q2 2020
Q3 2020
Q4 2020
FY 2020
Q1 2021
Revenue by nature
Video
144.4
139.6
136.6
138.4
559.0
142.7
Broadband internet
160.2
163.3
164.9
166.5
654.9
168.4
Fixed-line telephony
56.8
57.0
56.2
55.2
225.2
55.3
Cable subscription revenue
361.4
359.9
357.7
360.1
1,439.1
366.4
Mobile telephony
113.6
109.4
114.8
113.4
451.2
111.7
Total subscription revenue
475.0
469.3
472.5
473.5
1,890.3
478.1
Business services
50.0
48.3
50.8
58.6
207.7
51.3
Other
128.0
101.6
114.6
133.0
477.2
116.5
Total Revenue
653.0
619.2
637.9
665.1
2,575.2
645.9
Operating expenses by Nature
Network operating expenses
(54.3)
(46.4)
(49.1)
(48.4)
(198.2)
(57.7)
Direct costs (programming, copyrights, interconnect and
other)
(130.3)
(112.2)
(127.0)
(144.9)
(514.4)
(128.6)
Staff-related expenses
(68.7)
(64.5)
(64.7)
(73.2)
(271.1)
(71.2)
Sales and marketing expenses
(21.2)
(18.8)
(23.2)
(32.4)
(95.6)
(19.3)
Outsourced labor and professional services
(9.5)
(4.8)
(6.8)
(7.3)
(28.4)
(7.1)
Other indirect expenses
(23.4)
(20.1)
(24.0)
(22.0)
(89.5)
(27.8)
Total operating expenses
(307.4)
(266.8)
(294.8)
(328.2)
(1,197.2)
(311.7)
Adjusted EBITDA
345.6
352.4
343.1
336.9
1,378.0
334.2
Adjusted EBITDA margin
52.9%
56.9%
53.8%
50.7%
53.5%
51.7%
Telenet | Annual Report 2021 | 26
(€ in millions)
(i) Divestment Coditel S.à r.l., (ii) Changes related to the IFRS accounting outcome of certain
content rights agreements and (iii) Changes related to the revenue generated by Telenet's
SME and LE business customers
Q1 2020
Q2 2020
Q3 2020
Q4 2020
FY 2020
Q1 2021
Revenue by nature
Video
(1.2)
—
—
—
(1.2)
—
Broadband internet
(0.2)
—
—
—
(0.2)
—
Fixed-line telephony
(0.2)
—
—
—
(0.2)
—
Cable subscription revenue
(1.6)
—
—
—
(1.6)
—
Mobile telephony
6.0
5.8
6.5
5.5
23.8
6.0
Total subscription revenue
4.4
5.8
6.5
5.5
22.2
6.0
Business services
(7.3)
(6.4)
(7.2)
(6.2)
(27.1)
(5.9)
Other
0.9
0.6
0.7
0.7
2.9
(0.1)
Total Revenue
(2.0)
—
—
—
(2.0)
—
Operating expenses by nature
Network operating expenses
(0.5)
—
—
—
(0.5)
—
Direct costs (programming, copyrights, interconnect and
other)
(22.7)
(5.5)
(3.2)
—
(31.4)
—
Staff-related expenses
0.5
0.3
0.2
—
1.0
—
Sales and marketing expenses
1.1
0.3
0.2
—
1.6
—
Outsourced labor and professional services
—
—
—
—
—
—
Other indirect expenses
(0.2)
—
—
—
(0.2)
—
Total operating expenses
(21.8)
(4.9)
(2.8)
—
(29.5)
—
Adjusted EBITDA
(23.8)
(4.9)
(2.8)
—
(31.5)
—
Telenet | Annual Report 2021 | 27
(€ in millions)
Rebased*
Q1 2020
Q2 2020
Q3 2020
Q4 2020
FY 2020
Q1 2021
Revenue by nature
Video
143.2
139.6
136.6
138.4
557.8
142.7
Broadband internet
160.0
163.3
164.9
166.5
654.7
168.4
Fixed-line telephony
56.6
57.0
56.2
55.2
225.0
55.3
Cable subscription revenue
359.8
359.9
357.7
360.1
1,437.5
366.4
Mobile telephony
119.6
115.2
121.3
118.9
475.0
117.7
Total subscription revenue
479.4
475.1
479.0
479.0
1,912.5
484.1
Business services
42.7
41.9
43.6
52.4
180.6
45.4
Other
128.9
102.2
115.3
133.7
480.1
116.4
Total Revenue
651.0
619.2
637.9
665.1
2,573.2
645.9
Operating expenses by Nature
Network operating expenses
(54.8)
(46.4)
(49.1)
(48.4)
(198.7)
(57.7)
Direct costs (programming, copyrights, interconnect and
other)
(153.0)
(117.7)
(130.2)
(144.9)
(545.8)
(128.6)
Staff-related expenses
(68.2)
(64.2)
(64.5)
(73.2)
(270.1)
(71.2)
Sales and marketing expenses
(20.1)
(18.5)
(23.0)
(32.4)
(94.0)
(19.3)
Outsourced labor and professional services
(9.5)
(4.8)
(6.8)
(7.3)
(28.4)
(7.1)
Other indirect expenses
(23.6)
(20.1)
(24.0)
(22.0)
(89.7)
(27.8)
Total operating expenses
(329.2)
(271.7)
(297.6)
(328.2)
(1,226.7)
(311.7)
Adjusted EBITDA
321.8
347.5
340.3
336.9
1,346.5
334.2
Adjusted EBITDA margin
49.4%
56.1%
53.3%
50.7%
52.3%
51.7%
*Please refer to the Definitions section on p. 8
Telenet | Annual Report 2021 | 28
2.12 Reconciliation between profit for the period and Consolidated Annualized
EBITDA (unaudited)
The following table provides a reconciliation of the Last Two Quarter's Annualized (L2QA) Profit for the period to L2QA Adjusted EBITDA.
(€ in millions)
For the three months ended
For the six months
ended
Last two quarters'
annualized
September 30, 2021
December 31, 2021
December 31, 2021
December 31, 2021
Profit for the period
90.0
91.9
181.9
363.8
Income tax expense
26.8
16.8
43.6
87.2
Share of the result of equity accounted investees
(1.1)
(0.5)
(1.6)
(3.2)
Loss (gain) on disposal of assets/liabilities related
to a subsidiary or a joint venture
—
12.2
12.2
24.4
Net finance expense (income)
37.4
13.2
50.6
101.2
Depreciation, amortization, impairment and gain
on disposal of assets
174.7
192.8
367.5
735.0
EBITDA
327.8
326.4
654.2
1,308.4
Share based compensation
4.5
11.0
15.5
31.0
Operating charges related to acquisitions or
divestitures
5.9
5.2
11.1
22.2
Restructuring charges
0.2
0.1
0.3
0.6
Measurement period adjustments related to
business acquisitions
—
(2.3)
(2.3)
(4.6)
Adjusted EBITDA
338.4
340.4
678.8
1,357.6
Adjusted EBITDA margin
52.8%
51.0%
51.9%
51.9%
Net profit margin
14.0%
13.8%
13.9%
13.9%
Telenet | Annual Report 2021 | 29
3. Risk factors
3.1 General information
Certain statements in this Annual Report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. To the extent that statements in this Annual Report are not recitations of historical fact, such statements constitute forward-looking statements,
which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
In particular, statements under section 1. 'Information on the Company' may contain forward-looking statements, including statements regarding
Telenet's business, product, foreign currency and finance strategies in 2021, subscriber growth and retention rates, competitive, regulatory and economic
factors, the timing and impacts of proposed transactions, the maturity of the Company's markets, the anticipated impacts of new legislation (or changes
to existing rules and regulations), anticipated changes in Telenet's revenue, costs or growth rates, Telenet's liquidity, credit risks, foreign currency risks,
target leverage levels, Telenet's future projected contractual commitments and cash flows and other information and statements that are not historical
fact. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is
expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or
accomplished. In evaluating these statements, you should consider the risks and uncertainties discussed under 8.4 Internal Control and Risk
Management Systems.
3.2 Legal proceedings
We refer to note 5.26.1 to the consolidated financial statements of the Company.
30 | Telenet | Annual Report 2021 |
4. Information about
subsequent events
We refer to note 5.30 to the consolidated financial statements of the Company.
Telenet | Annual Report 2021 | 31
5. Information on research and
development
In a world of rapid technology developments, continuous investments in innovation are the lifeline of Telenet. Telenet takes a collaborative approach to
innovation, actively partnering up with industry partners, academic institutions and startups. Telenet makes innovation investments in different activity
domains.
Building high-performing fixed & mobile connectivity solutions
The explosion of fixed and mobile data usage demands a constant expansion of Telenet's network capacity. Thanks to the ongoing investments, Telenet
has the fastest fixed, gigaspeed network in Belgium, which covers more than 95% of its footprint and is also a leading mobile network provider in
Belgium
Anticipating changing customer behaviors
Telenet is actively responding to changing customer behaviors by introducing innovative customer propositions that offer best-in-class, user-friendly
products in simple and transparent bundles. Thanks to offers like "ONE(Up)", "BASE unlimited", "TADAAM" and "Safespot", customers can more easily
compare products and make a fast and balanced choice that responds to their specific needs and expectations.
Creating amazing customer experiences
Positive customer experiences form the foundation for sustainable growth. Telenet is permanently optimizing its customer service models, adopting a
more digital-first attitude, thus creating memorable experiences that enhance customer satisfaction.
Stimulating collaborative innovation
Telenet is building strategic partnerships that transform the telecom, media and entertainment business. Telenet takes a collaborative approach to
innovation working closely together with partners. These efforts result in new, disruptive business models and innovative products and solutions that
shape the digital age.
32 | Telenet | Annual Report 2021 |
6. Use of financial instruments
The Company’s activities are exposed to changes in foreign currency exchange rates and interest rates.
The Company seeks to reduce its exposure through the use of certain derivative financial instruments in order to manage its exposure to exchange rate
and interest rate fluctuations arising from its operations and funding. The use of derivatives is governed by the Company’s policies approved by the board
of directors, which provide written principles on the use of derivatives consistent with the Company’s risk management strategy.
The Company has entered into various derivative instruments to manage interest rate and foreign currency exchange rates exposure. The Company does
not apply hedge accounting to its derivative instruments. Accordingly, changes in the fair values of all other derivative instruments are recognized
immediately in the Company’s statement of profit or loss and other comprehensive income.
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not
closely related to those host contracts and the host contracts are not carried at fair value with unrealized gains or losses reported in the statement of
profit or loss and other comprehensive income.
For further information, we refer to note 5.14 to the consolidated financial statements of the Company.
Telenet | Annual Report 2021 | 33
7. Non-financial information
This non-financial statement is in accordance with the Belgian law on the disclosure of non-financial and diversity information by certain large companies
and groups (2017/20487). The non-financial indicators disclosed in section 7.7 information - as required by article 3:32 par 2 of the Companies and
Associations Code – have been prepared with reference to the Global Reporting Initiative (GRI) Standards.
7.1 Introduction
Telenet strives for sustainable growth with a good balance between operational excellence and social responsibility, considering the social, economic and
environmental impact of its business activities, as outlined in section 1. Information on the Company.
The Telenet materiality matrix
The Telenet sustainability program underscores the Company's commitment to its key stakeholders and reflects their interests as defined by the material
issues. Established in 2019, the materiality matrix includes eleven material topics. For each material issue, Telenet has identified the key business risks and
opportunities, and has defined a management approach to mitigate and leverage those risks and opportunities. Telenet reviews and updates its
materiality matrix every three to four years in order to take into account evolutions in the Company's business scope and stakeholder landscape and
considering the introduction of new reporting standards.
The COVID-19 pandemic had an unprecedented impact on society. The health crisis has accentuated the digital divide, urging telecom providers to make
connectivity accessible to all and inviting technology companies to increase their investments in digital inclusion and digital skills development. The
European Recovery Plan and the European Commission’s Green Deal provide a framework to policy makers and corporate organizations to rebuild the
society and economy, while increasing the focus on carbon and energy efficiency. Finally, the global Black Lives Matter movement has increased the focus
on the issue of racism and discrimination, and Telenet is committed to strengthening its commitment to diversity, equity and inclusion.
The management approach and prioritization of Telenet’s material issues has been updated to reflect these recent societal trends and market
developments. While Telenet remains focused on the eleven material issues as adopted in 2019, the Company has reviewed in 2021 the list of core focus
materialities: (i) Business ethics and transparency, (ii) Responsible employer, (iii) Digital inclusion and skills development, (iv) Carbon and energy efficiency,
(v) Employee diversity and equality, and (vi) Privacy and data security.
For more information on the Company’s sustainability framework and activities, please refer to the sustainability section of the Telenet corporate website.
Telenet | Annual Report 2021 | 34
2021-2025 Telenet sustainability strategy
In June 2021, the Company has announced its new 5-year sustainability strategy framework, aligning Telenet's business priorities with its purpose and
commitment to provide consumers, businesses, and society technology to help advance human progress. To reach this goal, Telenet has identified three
main focus domains with related long-term targets: (i) drive progress by accelerating 150,000 people and businesses in the digital age by 2030; (ii)
stimulate empowerment by being internally and externally recognized as an inclusive and purpose-driven organization that can rely on a future-proof
workforce, and (iii) take environmental responsibility by adopting a Net Zero target and embracing more advanced circular economy practices by
2030. These focus domains are underpinned by the Company’s ongoing commitment to ensure business ethics and transparency and safeguard
privacy and data security.
The Telenet sustainability strategy is supporting the ten Principles of the UN Global Compact and actively contributes to the Sustainable Development
Goals of the United Nations.
For more information on the Company’s sustainability strategy and its related programs and initiatives, please refer to the sustainability section of the
Telenet corporate website.
Sustainability governance
As part of this new strategy, Telenet has also sharpened its governance principles in order to better respond to the expectations of all stakeholders and to
more stringent regulatory frameworks and standards. The Company applies four core governance principles:
(1) The Company commits to manage Environmental, Social and Governance (ESG) criteria as a risk. Since 2021, the management of ESG-
related risks has been embedded in Telenet’s existing Enterprise Risk Management framework. For more information on this framework, please refer to
Section 8.4 ‘Internal Control and Risk Management Systems’ of the present report.
As part of the 2021 Enterprise Risk Management update, ESG has been identified as one of the company’s top risk drivers potentially leading to
reputational and financial damages. The overall company risk heatmap - including the general ESG risk - was validated by the Senior Leadership Team in
August 2021, subsequently presented to the Audit and Risk Committee, and provided for information to the Board of Directors in October 2021.
In Q4 2021, the Risk and Compliance team performed a detailed risk assessment of the ESG criteria starting from the key material issues and taking into
account applicable regulation and sustainability reporting standards like the recommendations from the Taskforce on Climate-related Financial Disclosures
(TCFD). In alignment with internal stakeholders from across the organization an initial long list of ESG risks was established. After refinement, the
Company did identify a set of priority risks grouped into four categories:
•General ESG risks applicable to all dimensions of the sustainability agenda,
•Environmental risks,
•Social risks,
•Governance risks.
For more information, please refer to section 8.4 'Internal Control and Risk Management Systems' of the present annual report.
All prioritized ESG risks have been incorporated in the Enterprise Risk Management framework and documented in a risk register that provides a detailed
description of the risk, a risk assessment score based on business impact and likelihood, and an overview of existing mitigations and future mitigation
plans. Each risk is allocated to a risk owner both at Senior Leadership Team-level and business operations level.
To ensure consistency across the risk register, the risk assessment of the ESG risks is performed using the same methodology as for non-ESG risks. As
such, the same risk impact and likelihood criteria are applied, assessing the risks on a residual level. As far as the risk impact assessment is concerned, the
financial impact of the ESG risks takes into account (i) cost reduction opportunities by proactively taking initiative and (ii) potential fines due to non-
compliance with applicable regulation. Additional risk impact criteria include (i) service and business continuity impact (e.g. the impact of outages due to
extreme weather conditions), (ii) legal and regulatory impact taking into consideration – if and when possible - both existing and future legal
requirements, and (iii) strategy and reputation impact. The costs to mitigate ESG risks are not included in the financial impact but - where available -
separately logged into the risk register.
As far as the environmental risks are concerned, the standard risk register has been extended to structurally capture all information as required by the
TCFD classification such as transition risks, physical risks (acute and chronic), and the risks time horizon (short-, medium-, long-term).
The results of the detailed ESG risk assessment will be presented to the Senior Leadership Team and the Audit and Risk Committee in Q1 2022.
Moving forward the ESG risk assessment will be further elaborated considering both qualitative and quantitative risk measures. Bi-annual updates to the
Senior Leadership Team and the Audit and Risk Committee will be done as part of the general Enterprise Risk Management framework review, taking into
account the inherent evolution of the risks and the progress made against the risk mitigation plans.
(2) The Company commits to make ESG criteria an integral part of the business practices. ESG targets have therefore been included in the
company-wide objectives for 2021 and 2022, which define the variable remuneration and bonus schemes of all Telenet employees. In May 2021, the
Board of Directors did also approve the new CEO Remuneration Plan, which includes a dedicated ESG target based on a qualitative assessment of the
implementation status of the 2021-2025 sustainability strategy, with intermediate progress and impact measurements in 2023, 2024 and 2025. The ESG
Telenet | Annual Report 2021 | 35
target accounts for 20 percent of the CEO Remuneration Plan. Finally, in July 2021, the Remuneration Committee has approved the new Long-term
Incentive Plans for Senior Leaders, rewarding the successful implementation of the new sustainability strategy, with a key focus on (i) strengthening the
employee engagement and preventing stress-related absenteeism, (ii) increasing the Company’s environmental responsibility by reducing the greenhouse
gas emissions, and (iii) adopting a stricter protection of the customer’s privacy and data.
(3) The Company commits to sharpen the roles and responsibilities of its sustainability governance bodies. The Board of Directors addresses
the sustainability agenda at least twice a year and is in charge of (i) providing strategic direction on ESG-related topics and (ii) approving the annual non-
financial reporting. The Audit and Risk Committee is responsible for monitoring and assessing sustainability-related risks linked to the Company’s material
issues. The recently established Senior Leadership Cluster Team – consisting of the Executive Vice-President People, Brand and Corporate Affairs as well as
the Chief Technology Officer and the Chief Financial Officer – meets quarterly and is in charge of providing management guidance and monitoring the
implementation of the sustainability agenda and reporting progress to the CEO and the Board of Directors. Finally, a dedicated Sustainability Expert Team
oversees the day-to-day operations and program implementation in close cooperation with the Investor Relations team and all relevant business teams
across the Telenet organization.
(4) The Company commits to disclose its sustainability performance through transparent non-financial reporting and participation in third-
party assessments. Telenet reports on its sustainability performance in accordance with applicable sustainability reporting standards and requirements of
the EU Corporate Sustainability Reporting Directive and the EU Taxonomy. Telenet is however currently not yet able to disclose the share of environmental
sustainable economic activities for the three KPI - revenue, capital expenditures and operating expenses. More time is needed to assess the impact of the
EU Taxonomy and to adjust the internal processes and systems to the non-financial reporting requirements.
The Company engages in an open and transparent dialogue with its key institutional stakeholders by participating in third-party reviews and assessments,
with focus on the S&P Global ‘Corporate Sustainability Assessment’ (CSA) and the EcoVadis review. From 2022 onwards, the Company will also respond
to the CDP Climate Change Program, the leading third-party assessment for climate and environmental performance and disclosure. Finally, the Company
adopts the Equileap and Bloomberg Gender Equality indices to review its diversity, gender equity and inclusion performance.
In 2021, Telenet’s commitment and effort to maintain the highest standards of ESG practices were rewarded by several third-party rating and
benchmarking agencies. With a total score of 77 percentage points, Telenet reconfirmed its membership for the eleventh consecutive year in the Dow
Jones Sustainability Indices (DJSI), category global Media, Movies and Entertainment Sector with a strong economic (75 percentage points), environmental
(84 percentage points), and social performance (76 percentage points). The DJSI exclusively consist of leading companies that are best equipped to
recognize and respond to emerging opportunities and risks resulting from global sustainability trends. In November 2021, Telenet did also strengthen its
position in the EcoVadis assessment, reaching for the first time a Platinum rating, with a total score of 73 percentage points. The Company achieved 80
percentage points for its environmental performance and 70 percentage points each for its performance in the domains 'Work and Human Rights',
'Ethics' and 'Sustainable Procurement'. EcoVadis is a rating used by large corporate clients that wish to assess the sustainability performance of their main
suppliers.
The forthcoming 2021 Telenet Sustainability Report will provide deeper insights in the Company’s structural approach to sustainable development with
focus on the progress made during the year ended December 31, 2021. The present statement outlines the Company’s management of labor,
environment and climate, community engagement, human rights, and anti- corruption and bribery issues, in accordance with the Belgian Law
2017/20487 on integrated non-financial reporting. The information included in the statement covers Telenet's business scope at year end.
7.2 Labor
Telenet's material issues: main risks
Derived from Telenet’s sustainability priorities, the Company’s main material issue in the area of labor is to be a responsible employer, which encompasses
employee relations, employee remuneration and benefits, freedom of association and collective bargaining, sustainable employment, and the health,
safety and well-being of employees.
Not being able to protect the well-being of employees is a key risk for Telenet. The sanitary crisis has an important impact on the mental well-being and
resilience of employees as they struggle to keep their energy levels as a result of the lack of perspective in a lingering health situation. The high workload
in times of change is creating extra pressure on the well-being of the workforce. The Company must closely monitor the well-being of its employees while
establishing an improvement plan in close alignment with the social partners.
Another attention point in the area of health, safety and well-being is ensuring that Telenet creates a workplace that responds to the highest standards of
ergonomics and accessibility.
The material issue of being a responsible employer also includes employee engagement and the attraction and retention of talent. The Company must
proactively address the emerging risk of talent scarcity on the Belgian market, particularly in the domains of Science, Technology, Engineering and
Mathematics ("STEM"), data and digital profiles. According to the 2021 EU Digital Economy and Society Index (DESI), the percentage of ICT specialists in
Belgium stagnates at 5 percent of the total workforce while the number of ICT graduates remains low at 2.1 percent, which is below the European
average. In 2020, a study by Agoria, the federation of the Belgian technology sector, showed that the shortage of ICT specialists could even further
increase in the years to come. In 2020, 58.8 percent of enterprises that tried to recruit ICT specialists reported difficulties in filling ICT vacancies. The
Telenet | Annual Report 2021 | 36
demand for a more digitally skilled workforce is expected to be even higher than before the pandemic. A severe labor shortage in the digital and data
domains will limit companies to innovate and create sustainable business value. The 2021 DESI report rightfully states that increasing the number of ICT
and STEM specialists, narrowing the gender gap, and upgrading the digital skills of the labor force are essential if Belgium wants to tap into the full
potential of the digital economy. Telenet must therefore structurally invest in talent attraction and retention and drive lifelong learning initiatives for its
current and future workforce in order to stay ahead on fast-changing market evolutions due to digitization and globalization.
In the area of labor, Telenet has also identified employee diversity and equality as a core material issue. It is the responsibility of the Company to (i) avoid
unequal chances along the employee journey and (ii) to limit the number of discrimination, harassment and bullying cases.
If successfully managed, the material issues in the area of labor can become a key differentiator from direct competitors and other market players,
especially in the current context of the war for talent.
How the Company addresses them: policies and due diligence
Telenet is committed to be a responsible employer, who creates a diverse and inclusive working environment that nourishes talent and stimulates
engagement. The Company drives an employment policy that invests in learning and development, diversity and inclusion, health and well-being and
that generates an open and transparent company culture through internal communications and social dialogue.
Due diligence is present through the continuous dialogue and consultation with a variety of platforms such as the Committee for Prevention and
Protection at Work ("CPPW") and the Works Council. The Company’s Works Council has an equal representation and comprises the same number of
employer and employee representatives. It is involved in the social, economic and financial policies of the company. In addition, Telenet’s majority
shareholder Liberty Global plc has established a European Works Council, in which Telenet has two representatives.
More information on Telenet’s employment policies and programs can be found on the sustainability section of the Telenet corporate website.
Outcomes: Most important labor developments in the year ended December 31, 2021
The New Way of Working
Telenet continued its transformation into a more agile organization, built on a ‘digital first attitude’, in view of creating more empowered, productive, and
expert-driven teams and individuals. This new way of working enables the Company to continue to respond quickly and accurately to the rapidly
changing behavior of today's customers and stakeholders.
The agile transformation is underpinned by a review of the key human resources processes, such as role descriptions, function classifications and
performance management procedures. The Human Resources department takes a leading role in this transformation program and is in charge of ensuring
the employees’ well-being in times of change. It focuses on the development of an integrated, unified work environment with optimized business
processes and IT systems that underpin the Company's employment policy. The transformation is being done in close alignment with social partners and is
implemented in an open and transparent way through regular company-wide internal communications and personal alignment between staff members
and people leaders.
To stimulate internal mobility and create more dynamic career growth paths, Telenet introduced a new job classification at the beginning of 2021. Seven
broad function categories and approximately 180 generic job functions were identified. The new job classification rewards employees for developing new
competences and values the expertise people bring to the organization. In March 2021, this new job classification was complemented by an updated
bonus and merit framework linked to Telenet’s performance on the company-wide objectives.
Collective performance management
Back in 2020, the Company replaced the annual performance review process by a collective performance program underpinned by clear company-wide
goals. In 2021, - for the first time -, an ESG target was incorporated in the company-wide objectives in order to increase internal awareness and adoption
of sustainability practices by the broader Telenet employee community:
•E: reduce home - work commuting kilometers driven, decreasing emissions with 25 percent compared to the 2019 performance,
•S: reach 2,500 Telenet Essential Internet users,
•G: reach a 97% completion rate for all mandatory, company-wide compliance trainings.
This ESG target complements the business and financial company-wide objectives and accounts for 10 percent of the overall company-wide objectives
plan. An assessment of the 2021 ESG performance shows the environmental and governance company-wide targets have been successfully reached,
while the Company missed the social target.
The shift to a collective performance plan led to a new approach to employee performance management and personal development. The Company drives
the growth and engagement of its employees by stimulating continuous feedback on people‘s individual contributions. Via the ‘Let’s Talk' platform,
employees are invited to regularly ask for and give feedback, taking a 360° degrees approach. This approach applies to 100 percent of the employee
community. In the annual employee engagement measurement, 70 percent of the workforce feel Let’s Talk enables them to have enough feedback
conversations in order to grow professionally.
Telenet | Annual Report 2021 | 37
Employee engagement
In order to measure and monitor the active engagement of its employees, Telenet conducts a Zoom employee engagement survey every year. Held in
September 2021, the Zoom survey showed a good response rate of 76 percent and a strong score for employee engagement (81 percent) – 2 percent
above the Belgian average. 91 p ercent of the employees indicated they are proud to work for Telenet. The Company achieved strong scores for inclusion
(90 percent), team collaboration (93 percent) and strategic vision (92 percent). Key attention points are the talent retention and development (43
percent), the competitiveness of pay and benefits (44 percent) and the work effectiveness and lack of a balanced workload and meeting culture (50
percent). In parallel to the Zoom survey, Telenet regularly monitors the employee engagement and well-being through Mood polls. Completed by 77
percent of the employees, the Q4 2021 Mood check showed a drop in the engagement score (75 percent) a decrease with 6 percentage points compared
to the Zoom engagement score in September. While employees are satisfied with the positive work-life balance thanks to the hybrid way of working and
while they do praise the strong team atmosphere, they clearly struggle with the high workload and the loss of energy due to the lingering COVID-19
health crisis.
Employee well-being and resilience in times of change
Ensuring the well-being of our employees is essential for Telenet. The Company’s health and well-being policy includes flexible working hours, home -
work arrangements, childcare facilities and contributions, and paid maternity/paternity leave. The Safety, Health and Environment team ensures the day-
to-day follow-up of all well-being programs.
Since the start of the pandemic in spring 2020, a multidisciplinary crisis team has been closely monitoring the health situation of the workforce and has
taken measures in line with the government COVID-19 policies to ensure a safe working environment in the offices and retail shops. In addition, the
Company has offered employees who regularly work remotely, access to ergonomic office equipment for use at home. Throughout the crisis, Telenet has
made every effort to keep employees informed of the latest COVID-19 measures and has sought to increase engagement, well-being and belonging with
regular company-wide webinars and virtual events. Extra attention was paid to strengthen the mental and physical health of employees through individual
coaching and support, and online workouts.
The pandemic did accelerate the introduction of a new remote working policy. Developed in close alignment with the social partners and formally
launched in October 2021 under the campaign umbrella #worksforus, the policy sets out Telenet’s vision on future, more sustainable ways of working
beyond COVID-19 times. The new remote work policy applies to the whole Telenet workforce and is built on four principles:
a.Telenet trusts and empowers teams to decide where they work most efficiently: telework is a choice, not an obligation,
b.Social cohesion is and remains important. Telenet expects its employees to spend at least 40 percent of their working hours in the office every
quarter in order to stay connected to the company, their teams and individual colleagues,
c.The offices enable collaboration and connection, with increased investments in meeting rooms and collaboration areas, and aided by the use of
digital applications,
d.Employees can work remotely from anywhere in Europe, provided they have a stable Internet connection and there is an alignment with their
team leader and team members.
The implementation of this remote working policy depends on the evolution of the pandemic. If and when needed, Telenet applies stricter remote
working policies, in line with the COVID-19 measures as defined by the Belgian government.
A more sustainable and flexible mobility policy
The remote working policy is expected to reduce the employees’ home - work commuting and is complemented by a new mobility policy introduced
company-wide in November 2021. Co-created with Telenet employees and in close alignment with the social partners, this mobility policy aims at
providing employees with more sustainable and flexible mobility solutions. The policy will steer the shift to a greener and more eco-efficient fleet, in line
with the Company’s ambition to reduce its carbon emissions from mobile combustion with 60 percent by 2030. The policy also proactively responds to
the Belgian federal government decision to make tax reductions for company cars only applicable to zero-emission vehicles as from 2026. In 2021, already
two-thirds of the new lease car orders was hybrid or full electric-driven.
The war for talent
A trend that does not only affect Telenet, but the economy at large is the growing digitization and its consequences for new ways of working. In a fast-
changing and highly competitive market and a fierce war for talent, attracting and retaining the best talent is key. In 2021, the Company has increased its
focus on lifelong learning and personal development. Telenet is convinced that all employees should be enabled to continuously develop their
competencies and craft their professional career in order to maximize their growth potential and long-term employability. Employees are therefore
stimulated to reflect on their career and establish a personal dynamic growth path.
Like many other companies, Telenet faces a growing challenge in attracting technical experts like data scientists and information security specialists. In
order to nurture tomorrow’s workforce, the Company stimulates STEM education and skills development. Telenet also builds partnerships with education
organizations and academic institutions to strengthen the digital knowledge and technical skills of Telenet’s current workforce through initial training,
reskilling, and upskilling, while also attracting new talent.
Launched in November 2021, the Switch internship program offers Telenet employees with the opportunity to explore a new job opportunity within the
Digital and Data teams. This four-months immersive growth program provides a mix of on-the job assignments, personal coaching, and formal training. If
the internship experience is positively evaluated by the individual and the team, the employee has the possibility to permanently switch to the new job.
Telenet | Annual Report 2021 | 38
Embracing a culture of diversity, equity and inclusion
Telenet views diversity, equity, and inclusion as important drivers of innovation and sustainable business growth. They are key differentiators that position
Telenet as a responsible company that is committed to the welfare of its employees, its customers, and local communities.
The Company embraces an inclusive talent management policy that pays strong attention to diversity at every stage of the employment cycle. Telenet is
committed to build a work environment that respects the diversity of all and that cultivates, fosters, and preserves a sense of inclusion and belonging. In
the 2021 Zoom engagement survey, 90 percent of the employees indicate they feel they can be themselves. Still, in order to fully reap the rewards of
diversity and inclusion, the Company understands that meaningful change must be implemented.
In May 2021, Telenet released its updated Diversity, Equity and Inclusion policy, which places a key focus on gender equity and multicultural diversity. The
new policy is built around three main pillars: (i) nurture a culture of inclusion and belonging, (ii) protect diversity along the employee lifecycle and (iii)
embed the principles of diversity and inclusion in all internal and external communications. In Spring 2022, Telenet will set a number of targets and KPI
with focus on gender representation, gender inclusion and pay equity, in close alignment with Liberty Global.
The policy is translated in a series of concrete diversity and inclusion programs and initiatives. In 2021, the Company reviewed its anti-discrimination and
harassment policy as included in the Telenet Code of Conduct. In order to raise internal awareness on the importance of inclusion and belonging, Telenet
is also in the process of rolling out a documentary film produced by its main shareholder Liberty Global on the issue of micro aggression and its impact on
people’s personal and professional life. Finally, the Company works on the establishment of an inclusive communications charter with a set of principles
to ensure all internal and external communications are reflecting the commitment to diversity, equity and inclusion.
In autumn 2021, Telenet participated for the second year in the 2022 Bloomberg Gender Equality Index, a market capitalization-weighted index that aims
at tracking the performance of public companies committed to transparency in gender data reporting. The Gender Equality Index was based on fiscal year
2020 data and assessed data disclosure quality as well as data excellence. While Telenet will not be included in the 2022 Bloomberg Equality Index, the
Company’s performance did slightly improve compared to last year. Telenet showed strong results on the inclusive culture and sexual harassment policy
criteria. Female leadership and talent pipeline, equal pay and gender pay parity and pro-women brand however are clear attention areas.
In summer 2021, Telenet did also participate in the annual Gender Equality review by Equileap. The outcome of this assessment is expected to be
published in the course of Q1 2022.
7.3 Environment and climate
As part of the Company’s journey toward further stewardship of climate-related risks and opportunities, Telenet supports the recommendations of the
Task Force on Climate-related Financial Disclosures (TCFD). The following section follows the TCFD guidelines and is structured into four sections:
Governance, Risk management, Strategy, and Metrics & Targets. This section of the non-financial statement will continue to evolve in the future as
Telenet makes progress on its sustainability journey.
Governance
Telenet’s governance of ESG topics including climate-related issues and opportunities is described in section 7.1 ‘Sustainability governance’ of the present
non-financial statement.
Risk Management
Telenet works on identifying the key climate-related risks and opportunities that have the potential to influence the Company’s business activities, over
short (1-3 years), medium (4-10 years) and long-term (>10 years). The following risks are categorized into two groups, as recommended by the TCFD
framework: (i) transition risks, related to the transition to a low-carbon economy as a result of carbon policy changes, and (ii) physical risks, related to the
physical impacts of climate change.
Telenet | Annual Report 2021 | 39
Overview of Telenet’s main climate-related risks
Type
Climate-Related
risks
Risk description
Time horizon
Potential impact
Transition Risks
Policy & Legal
Telenet is subjected to regulatory
developments regarding climate-change
issues and resource management at
local, country, and European level.
Telenet is particularly looking at
legislation around end-of-life of
electronic equipment (collection, reuse,
disposal) including CPE’s and other sold
devices and network equipment.
Short-term
Looking at non-hazardous waste, the potential impact
is not considered as severe, since Telenet complies
with the already existing regulations. With regards to
the end-of-life treatment of network equipment, the
potential impact is deemed moderate, considering
among others. the replacement of large amounts of
mobile network equipment linked to the 5G roll-out.
Technology
Telenet considers the failure to
significantly reduce the Company’s
CO2e emissions from Scope 1 (mobile,
static combustion, fugitive emissions),
Scope 2 (purchased energy) and Scope
3 (upstream and downstream indirect
emissions) as the key technological risks.
These risks are driven by the increasing
regulations on CO2e emission
reduction. Looking at Scope 3, even
though Telenet has little or no direct
influence on the emissions caused by its
suppliers, partners and customers,
failing to engage with them will
undermine the Company’s credibility
from a corporate responsibility and
sustainability perspective.
Medium-term
When it comes to Scope 1 and Scope 2 emissions,
Telenet commits to comply with regulatory
requirements that are expected to increase in the
future following the introduction of the EU Green
Deal and its expected transposition into Belgian
federal and/or regional climate plans.
The likelihood of adverse consequences of inadequate
management of Scope 3 emissions will potentially
increase in the medium term as Telenet commits to
adopt Science-Based Targets (SBTi) and to comply to
the strict SBTi requirements.
Considering the increased attention from Telenet’s
management on the topic, the likelihood of the risk is
considered low. Although Telenet expects its electricity
consumption to increase due to the roll-out of the 5G
network, the Company does not expect these network
investments to have a negative impact on the CO2
emissions as Telenet seeks to eliminate the use of grey
electricity in its operations.
Market
The Belgian governments' planned
energy transition away from nuclear
energy towards less reliable renewable
power sources (wind and solar) and
fossil sources (gas power), as well as the
volatility of the (fossil) energy price may
cause unacceptable high energy prices
and even power shortages, causing
telecommunications and entertainment
service unavailability. Therefore,
increased attention is required to ensure
the electricity supply at Telenet
buildings, network infrastructures and
data centers is adequately managed.
Short-term
Considering the constant persistent increase in costs
of energy and the low visibility on energy usage of site
rentals (grey energy sourcing), Telenet considers the
likelihood of this market risk as high.
Since the Company is proactively seeking to reduce
energy consumption and increase electricity sourcing
from renewables, the impact is considered as
moderate.
Reputation
In an environment of increasing climate-
change awareness, stakeholders
increasingly expect Telenet products
and services to be environmentally
friendly. Environmental and climate
pressures related to the Company’s
operations need to be minimized by
considering all aspects of the product
lifecycle (emissions, waste and pollution,
circularity).
Short to Medium term
Although the potential impact of these reputation
risks is considered severe in the case they are not
properly managed, there are currently no critical
concerns for Telenet. The Company operates in line
with waste management legislation and actively
invests in the development of innovative products and
solutions by using recycled plastics and focusing on
devices with lower energy demand. Telenet will
continue to analyze potential mitigations to reduce its
impact by performing an assessment to visualize the
complete product flow and its ecological footprint.
Physical risks
Acute and chronic
physical risks
Telenet’s activities and the activities of
its value chain are subject to increasing
severity and frequency of extreme
weather events such as floods, changes
in precipitation patterns and extreme
variability in weather patterns.
Since Telenet’s infrastructure (data
centers, head ends, BTSs, street
equipment) is vulnerable to higher
average temperatures, the current trend
of rising average temperatures and
rising sea levels could also further
impact the Company’s operations.
Long-term
Telenet has identified several potential impacts from
acute and chronic physical risks in its environmental
risk heatmap. More specifically, Telenet’s
infrastructure is vulnerable to extreme weather events
like extreme rain, storms and heat waves. In summer
2021, severe rainfall and water floods in Wallonia
affected a number of mobile base stations, causing
service outages and damage to civil and technical
installations. Even though such events are exceptional,
climate change is expected to increase their
occurrence and severity, bringing along revenue loss,
additional operating and capital costs for repairs,
additional investments in cooling equipment, and
health and safety risks for Telenet employees and
subcontractors.
The average temperature increase caused by global
warming is not expected to be problematic for
Telenet’s infrastructure as technology is becoming
heat-resistant faster than the temperature rises.
The Company’s suppliers are also subjected to the
above risks. Decreased production capacity due to
supply chain interruption, transport difficulties or
closed facilities could lead to reduced revenues.
Telenet | Annual Report 2021 | 40
Overview of Telenet’s main climate-related opportunities
Type
Opportunity description
Time horizon
Potential impact
Resource efficiency
The Company can derive opportunities from the
use of more efficient and environmentally
sustainable modes of transport for own
operations and third-party transport.
The supplier packaging solutions and
transportation methods are taken into
consideration upon supplier selection.
Telenet requests its suppliers to reduce its
packaging material by using perfect fit boxes
and limiting the use of (plastic) fillers.
At an early stage in the design phase of
electronic devices, Telenet encourages the use
of recycled materials, for instance for its latest
generation decoders which are made out of 100
percent recycled plastics).
Short to medium term
Taking the opportunity to reduce energy consumption and
increasing resource efficiency would positively impact operating
costs and limit Telenet’s exposure to electricity price increase.
Energy source
Telenet has a number of opportunities to
increase the proprietary production of
renewable electricity.
Changing staff mobility towards alternative
green solutions and electric vehicles brings cost
and emission reduction opportunities, with a
potential positive impact on the Company’s
reputation.
Short to medium term
Increasing own production of renewable electricity would
decrease Telenet’s dependency on the market and its exposure to
increasing prices.
Switching from a mainly fossil fuel powered fleet to full electric
mobility and stimulating alternative mobility will have a positive
impact on Scope 1 emissions and enable Telenet to continue
benefiting from the federal tax relief schemes.
Telenet could also benefit from positive reputational outcomes
resulting in market share increase.
Resilience
Investing in innovative technologies like ghg-
free cooling installations or non-fossil heating
solutions in the network and facilities, can help
reduce Telenet’s emissions and those of its value
chain. This also supports the durability of
Telenet’s activities against external factors.
Long-term
Improving Telenet’s durability through resilience planning (e.g.,
infrastructure, buildings) would drive positive market valuation
for the company.
Conducting the same resilience planning with Telenet’s suppliers
is also key to increase the reliability of the supply chain and its
ability to operate under various conditions, and mitigate climate-
related costs (e.g., extreme whether events).
Strategy
To support the transition towards a low-carbon economy, Telenet is committed to further reduce its emissions of greenhouse gases. The Company will
adopt a target to reach Net Zero emissions, following the Science-Based Target initiative recommendations as published in November 2021. For more
information, please refer to the Metrics and Targets section below.
Based on the identified environmental risks and opportunities, Telenet has identified the following strategic priorities:
•Improving energy efficiency: Telenet invests in various initiatives to continue reducing the energy consumption in its own operations and of
its products at customers’ homes and offices. The Company is also looking to reduce its electricity sourcing from non-renewable sources. As
such, Telenet purchases electricity from renewable resources that is certified according to the relevant regional and federal Belgian and
European standards. Frequent reporting is in place for the most material waste streams.
•Reducing greenhouse gas emissions: Telenet perceives climate change as a potential threat and therefore manages it as a business risk.
Telenet switches as much as possible to renewable energy sources and offsets emissions by investing in carbon compensation programs. As
part of the Company’s efforts to mitigate climate-change effects, Telenet has already realized a quantitative climate-related scenario analysis
for transition risks aligning with a 1.5ºC scenario. Following this analysis, energy efficiency measures and carbon reduction measures have been
implemented across Telenet’s activities. The Company will further deploy climate-related scenarios to improve management of physical climate-
related risks.
◦Scope 1 emissions: Through the Telenet ‘Move’ program, the Company invests in a greener, more carbon-efficient fleet and
commits to reduce the total number of kilometers driven annually with 5 percent from 2021 onwards. The Company commits to
move less by stimulating home/remote work and by reviewing the Telenet offices strategy; to move differently by promoting
micro-mobility solutions, public transport and carpooling; and to move better by investing in the electrification of the fleet. The
reduced mobility of Telenet employees due to the mandatory work from home policy during the COVID-19 crisis and the
introduction of the Remote Working Policy had a positive impact on the Scope 1 mobile combustion emissions, with a reduction of
25 percent compared to 2019. Telenet uses 2019 as the reference year for mobile combustion, considering the exceptional impact
of the pandemic on employee mobility in 2020.
◦Scope 2 emissions: For the 2021 reporting year, Telenet can report a decrease of 50 percent of its Scope 2 emissions versus 2020.
As far as the reporting of green electricity use is concerned, an additional 10GWh of electricity has been certified as renewable
compared to the previous reporting year.
◦Scope 3 emissions: Telenet focuses on changing behaviors as it comes to business travel by adopting new policies and by
promoting a digital first attitude. Extra attention is on third-party transport in general and the last-mile delivery of goods in city
environments in particular. In 2021, Telenet continued its commitment to the Green Deal on City Logistics of the Flemish
Government, by driving a series of proof of concepts for the delivery of goods to the Telenet and BASE shops in the cities of
Telenet | Annual Report 2021 | 41
Mechelen, Ghent and Hasselt by using bikes and electric vehicles. Announced in June 2021, the Collaborative Urban Logistics and
Transport (CULT) aims at testing an innovative concept for the smart bundling, transport and delivery of goods in the city center of
Antwerp using green and sustainable transport solutions.
•Redu cing the use of resources and generation of waste: Telenet’s approach to waste focuses on reducing the use of resources, recycling
and refurbishment of customer premise equipment ("CPE"), and accurate waste disposal and processing. The Company contributes to the
circular economy by developing circular supply chains, recovering and recycling materials, extending the product lifecycle through the
refurbishment of CPE and by offering products as a service. With regard to reducing the use of resources and the generation of waste, Telenet
continued its long-term collaboration with the social profit organization Vlotter (IMSIR cbva) for the recycling and refurbishment of set-top
boxes and modems. Through this collaboration, Telenet avoided 570 tons of electronic waste in 2021. On top of the environmental benefit,
there is a positive social impact as Vlotter offers job opportunities to individuals with limited access to the labor market.
The successful integration and effective management of sustainability and specifically climate change requires a committed leadership, with clear direction
and decision-making processes. The Telenet’s Environmental Policy Statement outlines the Company’s approach to environmental management. It
underscores the commitment to environmental-friendly business operations, and it is aligned with the Sustainable Development Goals of the United
Nations and the principles as set forward in the Paris Agreement on Climate Action.
For the Telenet Environmental Policy Statement, please refer to the sustainability section of the Telenet corporate website.
Metrics and Targets
Telenet has dedicated targets and commitments for energy efficiency and carbon emission reduction. These targets take into account the extended
mobile and fixed network infrastructure, the extended customer base and the growing complexity of operations systems and supply chain processes
following a series of mergers and acquisitions since 2016.
Telenet realizes it needs to increase its ambition level as it comes to carbon efficiency and has – as part of the new 2021-2025 sustainability strategy -
strengthened its environmental responsibility commitment by adopting a Net Zero target.
Early February 2022, Telenet has sent its commitment letter to the Science-Based Target initiative.
As part of this commitment, the company will further refine its climate action plan with the ambition to have approved Net Zero Science-based targets by
2023. These targets will be focused on further reducing the Company’s Scope 1, 2 and 3 emissions and will be aligned with the Paris Agreement’s 1.5
degree-reduction scenario. Unavoidable emissions will be offset through further investments in carbon compensation initiatives.
While a more detailed calculation and scenario planning is needed, Telenet aims at reaching the following near-term emission targets by 2030, against
base year 2020 and base year 2019 for static combustion:
•Scope 1: emission reduction of 67 percent
•Scope 2: 100 percent renewable energy use
•Scope 3: emission reduction of 25 percent
For an overview of Telenet's performance on key environmental metrics, please refer to section 7.7 of the present statement.
7.4 Community engagement
Telenet's material issues: main risks
One of the key material issues for Telenet is the topic of ‘digital inclusion and skills development’. Building a digital-savvy workforce is crucial to executing
the Company’s corporate strategy as outlined in section 7.2 ‘Labor’. However, the Company’s responsibility goes beyond its own direct business needs. It
touches on the key role that government and corporate stakeholders expect Telenet to take as it comes to creating a digital society that is accessible to all
and that stimulates the digital skills development of citizens across the local communities. A key attention point for Telenet is the increased regulatory
pressure on social tariff plans as currently under review by the Belgian federal government. Not actively responding to these societal needs and
government expectations may present both a reputational and financial risk for the Company.
How the Company addresses them: policies and due diligence
As a leading telecommunications and media player in Belgium, Telenet is aware of the important role it plays in the Belgian society. The Company drives a
community engagement policy that focuses on digital innovation as an engine to create a richer quality of life, sustainable economic growth, and
increased education and employment opportunities.
At the same time, Telenet is also aware of the societal challenges that digitization brings. The Company therefore actively addresses the following digital
society issues: (i) unlocking the potential of digital for all; (ii) empowering future generations in the digital age; (iii) accelerating digital entrepreneurship
and (iv) finding the right digital balance.
Telenet | Annual Report 2021 | 42
More information on this community engagement policy can be found on the sustainability section of the Telenet corporate website.
Telenet monitors and manages its community investments on a yearly basis with the Business for Societal Impact framework. In addition, the Company
holds regular alignment meetings with the non-for-profit organizations and community initiatives that receive structural support, in order to assess their
impact, to review and - if or when necessary- adjust the investment and refine the cooperation.
Outcomes: Most important community engagement investments in the year ended December 31, 2021
Bridging the digital divide
In 2021, Telenet’s community engagement was focused on developing structural digital inclusion programs in response to a growing need for affordable
Internet connectivity and hardware solutions. The pandemic has made the societal issue of the digital divide more visible than ever. According to the
Digital Inclusion Barometer 2020 (King Baudouin Foundation, June 2020), 10 percent of the Belgian households do not have access to a stable Internet
connection at home. Since the start of the COVID-19 crisis, Telenet has provided free access to its fixed network by handing out Wi-free vouchers to
individuals and families with no stable access to Internet at home. At the end of 2021, more than 8,000 Wi-free vouchers were still in use.
This striking reality led the Company to develop a more structural ‘connectivity for all program’. Announced in October 2020, the Telenet Essential
Internet program offers vulnerable citizens access to a basic Internet solution at an affordable rate. In February 2021, Telenet started a proof-of-concept
project in a select number of cities in Flanders and Brussels, in close cooperation with local social organizations. The Telenet Essential Internet Five product
provides users with the opportunity to read and send emails, to check social media, to do bank transactions and to connect to online job sites or school
platforms. It runs on the mobile Telenet network and offers basic technical specifications at a fixed monthly rate of 5 euros per month.
Following a detailed evaluation of the test program by the academic research organization IMEC in summer 2021, Telenet decided to extend this basic
connectivity offer with an additional product with higher technical specifications: the Telenet Essential Internet Ten product runs on the fixed Telenet
network and allows end users to connect more devices and to enjoy a richer Internet experience at a fixed monthly rate of 10 euros per month. Both
connectivity solutions are exclusively distributed through public social organizations and non-for-profits that fight poverty.
While the uptake of the Telenet Essential Internet still remains low with only 50 registered end users at the end of December 2021, the Company notices
a growing interest from social organizations to help promote and distribute the basic connectivity product among eligible individuals and households.
Telenet will continue to invest in this structural ‘connectivity for all’ solution in 2022 and beyond, with the ambition to ultimately reach 10,000 vulnerable
households per year.
In parallel to private-led ‘connectivity for all’ initiatives, the Belgian federal government has announced its intention to review the existing social tariff
plans, in consultation with all involved stakeholders in the market. The telecom providers are closely monitoring the drafting of this new legislative
framework expected to be approved in the course of 2022.
In 2021, the Belgian federal and regional governments stimulated investments in digital inclusion through subsidy programs as part of the post COVID-19
economic recovery plans. In September, the Company was rewarded a subsidy of 500,000 euros from the federal government to expand the Telenet
Essential Internet with a refurbished laptop module and a basic digital skills program. Telenet co-invested 500,000 euros in this program. Academic
research shows 20.7 percent of low-income households do not have access to a computer or laptop at home because they cannot financially afford it,
while 30 percent of the low-income households also experience issues in using hardware due to a lack of digital skills (University Ghent, 2020). In autumn
2021, the Company collected – in partnership with the social profit organization Ondernemers voor een Warm België - up to 4,000 second-hand laptops
to be refurbished and distributed to vulnerable households across Belgium. As part of the subsidy program, Telenet also supported the development of a
train-the-trainer program on basic digital skills, in cooperation with the non-for-profit organization Link in de Kabel.
Promoting a digital lifestyle accessible to all
As a committed member of the local community, the Company continued its contribution to structural digital inclusion initiatives, promoting a digital
lifestyle accessible to all. These investments aim at boosting innovation, creativity, and entrepreneurship, nurturing digital skills and reducing the digital
divide. Telenet partnered-up with social organizations like Coderdojo Belgium, BeCode, YouthStart and Bibliothèques sans Frontières to strengthen the
basic digital competencies and 21st century skills of children, youngsters, and adults through training and coaching programs.
In parallel, the Telenet Business department further developed its Digital Acceleration program for SME entrepreneurs by providing free consulting services
on e-commerce, social media, and online security. Besides offering personal coaching, the Digital Acceleration program connects SME entrepreneurs with
digital experts and coaches through an online matchmaking platform. Since the start of this platform in August 2019, the program has virtually reached
and accelerated more than 3,812 entrepreneurs in Flanders and Brussels.
Community investments and employee volunteering
In 2021, Telenet’s financial contribution to charities and community initiatives amounted to 2,390,304 euros. These community investments were
underpinned by a strong active involvement of Telenet employees. Since 2015, every Telenet employee can take two paid leave days per calendar year to
do volunteering work. Employees contributed 1,389 hours to volunteering in 2021, mainly focused on digital inclusion initiatives. Special assignments
included disaster relief volunteering work in the Walloon Region that was heavily impacted by river floods in Summer 2021. A detailed overview of all
community engagement initiatives taken by the Company can be found on the Telenet corporate website.
Telenet | Annual Report 2021 | 43
7.5 Human rights
Telenet's material issues: main risks
Telenet’s commitment to human rights does not limit itself to its own operations but applies to the different stakeholder groups across the value chain.
The Company has identified the most material human rights risks through the materiality assessment and an assessment of the implications of the UN
Framework and Guiding Principles on Business and Human Rights.
Employees
100 percent of Telenet's business operations are located in Belgium and are covered by stringent local legislation and regulation. On top of legal
obligations, the main human rights risks for Telenet's employees are equal opportunity, privacy, and health and safety. A lack of understanding and non-
respect of the Telenet Code of Conduct by employees represents an important human rights and governance risk for Telenet.
Customers
100 percent of Telenet's customer base is located in Belgium and is covered by stringent local legislation and regulation. The Company must guard itself
against non-compliance with GDPR and privacy regulations. Important attention points are also (i) the inability of the Company to identify and address
data security threats in a timely manner, and (ii) inadequate day-to-day cyber security management. Telenet must also ensure creating trust and security in
digital solutions while providing transparency on the potential health issues of technology innovations. Finally, Telenet must guard against unethical
business practices in media and entertainment, while guaranteeing the freedom of expression.
Suppliers
An assessment of the implications of the UN Framework and Guiding Principles on Business and Human Rights on Telenet’s business found that there is a
significantly higher risk of disrespect and abuse of human rights in the supply chain. Key human rights risks in the supply chain include child labor, forced
labor, working hours and wages, discrimination, freedom of association and health & safety. Finally, the non-respect of human rights, ESG policies and
regulation by (potential) suppliers also represents an important risk to the Company.
How the Company addresses them: policies and due diligence
Guaranteeing the integrity of our business practices is one of the Company’s key material issues. Telenet has several policies in place that demonstrate its
commitment to human rights and the Company upholds high standards with regard to human rights as well as labor, environment, and anti-corruption.
Where relevant, principles of the OECD Guidelines for Multinationals have been integrated in the Telenet Code of Conduct and the Supplier Code of
Conduct.
Established in December 2020, the Human Rights Statement outlines the Company’s commitment to meet the highest standards of corporate
governance. It applies to all stakeholders, including the employees, the customers, the business partners, the suppliers, and the local communities Telenet
is operating in. The Human Rights Statement promotes responsible business practices and ensures human rights are respected across the Company’s
value chain.
Employees
The Telenet Code of Conduct is signed by the management board, senior leadership, and all employees with confidential roles. It sets out the rules,
standards and behaviors needed to conduct business with honesty and integrity, in accordance with high ethical and legal standards. The Code of
Conduct is the leading policy for employees and covers human rights including equal opportunity, privacy and health & safety. It forbids discrimination
and harassment of any kind. This commitment extends to all aspects of employment including recruitment, hiring, evaluation, promotion, compensation,
training, development, and termination. The Telenet Code of Conduct also prohibits all political and charitable contributions or donations that could be
considered a means of bribery or corruption. Employees can report compliance issues and breaches through the whistleblower procedure or the
compliance mailbox. Complaints are handled by the Compliance team.
An annual internal assessment is conducted through the Global Prevention Plan ("GPP"). The objective of the 5-year GPP is to systematically and
thematically manage the risks on work-related safety, health, ergonomics, hygiene, psychosocial well-being and environment. Risks can be identified
through audits, risk analyses, accident and incident analyses, safety rounds, complaints, notifications, new or revised regulations and medical
examinations. The GPP is annually updated taking into account the risk s iden tified in the current calendar year or new/reviewed regulations and resulting
in an annual action plan. The Global Prevention Plans and the annual action plan apply to the entire organization.
Customers
In compliance with all applicable legislation, Telenet has a dedicated Customer Data Policy in place that stipulates the collection, use, storage and
protection of customer data, which settings the customer can control for the use of his/her personal data, how Telenet is authorized to contact the
customer, and guidelines for passing on personal data to third parties. Internal guidelines on how to practically follow the policy and a specific training for
employees have been developed in order to implement the policy. Following its rollout, Telenet engages with the Belgian Data Protection Authority for its
practical implementation and potential sharpening of clauses where necessary.
As a leading provider of Internet services, Telenet has a social responsibility with regard to content. The Company should also safeguard the
freedom of expression. Telenet's general principle is not to limit the freedom of expression in any way, except when requested to do so by an
Telenet | Annual Report 2021 | 44
authorized authority. Together with other Belgian Internet providers, Telenet has signed a Protocol with the Belgian Gaming Commission in which
Telenet, in cooperation with the Federal and Regional Computer Crime Unit, acts against websites offering illegal gambling. The judicial powers can also
require the Company to block websites that violate copyrights or that distribute illegal pornographic material. Finally, as a member of the Association of
Internet Service Providers in Belgium ("ISPA"), Telenet adheres to its code of conduct to prevent and combat child abuse via chat applications and
websites.
Suppliers
Telenet rewards suppliers who strive for sustainable operations. All suppliers are required to comply with the Telenet Supplier Code of Conduct that
explicitly outlines what the Company expects from organizations it works with. The Code includes a set of principles that are based on all applicable local
and international laws and regulations regarding the environment, health and safety and employment. It endorses international labor standards such as
the ILO Fundamental Conventions and the UN Convention on Human Rights. In addition, suppliers must also agree to the Responsible Purchasing and
Supply Chain Principles of Liberty Global. These principles implement international labor standards such as the International Labor Organization Core
Conventions and the UN Treaty on Human Rights, Bribery and Corruption, Health, Safety and the Environment.
Together with Liberty Global, Telenet assesses and monit ors compl iance of its suppliers using the EcoVadis platform. The EcoVadis assessment covers 21
ESG criteria, including human rights focus areas such as child & forced labor, non-discrimination, and fundamental human rights (civil & political, social &
cultural, and indigenous rights, collective bargaining, property, and privacy). Corrective action plans are implemented with suppliers identified as ‘high
risk’.
For more information on the Company’s policies and procedures, please refer to the sustainability section of the Telenet corporate website.
Outcomes: Most important human rights developments in the year ended December 31, 2021
Employees
In spring 2021, Telenet initiated an online training to raise internal awareness and adoption of the Code of Conduct principles across the organization.
The training was completed by 99.3 percent of the total workforce.
Customers
Telenet continues to strive for compliance with the General Data Protection Regulation 2016/679 (‘GDPR’) with:
•the set-up of a dedicated Data Protection Office and the appointment of a Data Protection Officer,
•the set-up of a dedicated first-line response team to investigate and act upon data breaches,
•the set-up of a dedicated customer care team to respond to data subject right requests,
•the implementation of privacy and security by design principles in the agile organization,
•the continuous update of internal procedures and IT systems to improve security (access, management, logging and monitoring, encryption,
etc.), retention (deletion or anonymization of data after expiration of the retention terms) and transparency (data governance, data subject
rights).
In 2021, the Company completed the review and revamp Telenet public privacy policy, with the active involvement of a Telenet customer panel. The
review consisted in making the policy easier to read, more transparent and complete.
Telenet annually drives a company-wide internal data protection and privacy training. For 2021, this training was completed by 98.5 percent of the
Telenet employee population. In autumn 2021, the Company also ran an online training on cyber security which was completed by 98.1 percent of the
total workforce.
In February 2021, Telenet received a reprimand from the Belgian Data Protection Authority for not providing an easy opt-out for direct marketing.
Corrective actions have been taken and a solution was implemented. The Data Protection Authority did also recommend including a landing page on the
Company’s website centralizing all privacy-related information. This privacy website page will be published by the end of Q1 2022.
More information on Telenet’s approach to privacy and data security can be found on the sustainability section of the Telenet corporate website.
As far as the health and safety implications of innovative technologies are concerned, the gradual roll-out of the 5G mobile network infrastructure in
Belgium raises public concerns from regional governments and grass-roots organizations on the potential negative health impact of radio frequencies. The
World Health Organization and the European Union follow the recommendations of the Non-Ionizing Radiation Protection (ICNIRP) on the protection of
people and the environment from potentially harmful risks on non-ionising waves. In Belgium, the regional governments have adopted far stricter
standards as those of the ICNIRP. As a telecom provider we respect the Belgian regional radiation norms when building our mobile networks. In addition,
we are investing in information and awareness campaigns for the general public, in close cooperation with the telecom sector organization Agoria and
the other Belgian telecom providers.
Suppliers
Updated in 2019, the Supplier Code of Conduct has been further embedded in the onboarding process of new suppliers. Suppliers are expected to
formally accept the Supplier Code of Conduct. The outcomes of Telenet and Liberty Global's annual supplier assessment through the EcoVadis platform
will be collected and issued in spring 2022, and the results will be reported in the forthcoming 2021 Telenet Sustainability Report to be published in June
2022.
Telenet | Annual Report 2021 | 45
7.6 Anti-corruption and bribery
Telenet's material issues: main risks
Telenet’s anti-corruption policy identifies corruption and bribery risks in three categories:
•Active public corruption: Presenting a public official (or a person introducing himself as such), either directly or through an intermediary, with
an offer, promise or benefit of whatever kind in favor of that same official or any other person, to adopt a particular course of action that could
yield some kind of commercial advantage.
•Active private corruption: Presenting any other person (business partner, supplier...), either directly or through an intermediary, with an
offer, promise or benefit of whatever kind in favor of that person or any other person, to perform or refrain from a particular action as part of
his position within his company, without the knowledge and authorization of that person’s company.
•Passive private corruption: Requesting or accepting, directly or through an intermediary, an offer, promise or benefit of whatever kind from
another person, without the knowledge and authorization of the Company, to perform or refrain from a particular action as part of his position
at the Company.
Telenet has identified a number of high-risk departments - Finance, Corporate Public & Regulatory Affairs, Procurement, and Telenet Business - which
present a higher risk of any of these types of corruption compared to the rest of the organization.
For more information on the Company’s policies and procedures, please refer to the sustainability section of the Telenet corporate website.
How the Company addresses them: policies and due diligence
The Telenet anti-corruption policy is in line with international regulations, the Belgian legislation and the policy of Liberty Global. The anti-corruption
policy was reviewed in 2019 and has been approved by the Board of Directors and the Audit and Risk Committee. In addition, a separate Gifts &
Hospitality policy was published. This policy prohibits the giving and taking of bribes, limits the giving and receiving of gifts, and includes a reminder to
observe laws and regulations and, provides an obligation of transparency around political donations. The policies are clarified with the help of specific
examples and practical guidelines. The anti-corruption policy is extensively communicated to all employees and agents, contractors and suppliers.
Furthermore, anti-corruption and bribery is thoroughly addressed in Telenet’s Code of Conduct.
Outcomes: highlighted anti-corruption and bribery developments in the year ended December 31, 2020
Telenet is fully committed to being a responsible company that considers the broader impact of its business activities and corporate decision making on
the community. In December 2020, Telenet launched an online training on anti-corruption and bribery for 713 Telenet employees with a sales, marketing
or communication profile.
At the beginning of February 2021, 87 percent of the audience had completed this training. In the course of 2021, Telenet issued additional online and
classroom trainings on compliance-related topics, including a training on competition law and Chinese Walls completed by 99 percent of the target
audience.
Telenet actively engages with corporate stakeholders - including public authorities - through consultation and dialogue. The Company has established a
Stakeholder Engagement Charter which was reviewed and updated in June 2020. This charter provides a number of principles that ensure Telenet
develops lasting, trusted relationships with its corporate stakeholders in an open and transparent way.
For more information on the Company’s policies and procedures, please refer to the sustainability section of the Telenet corporate website.
Telenet | Annual Report 2021 | 46
7.7 Non-financial indicators according to selected GRI Standards
For the years ended December 31,
GRI Standard
Metric
2021
2020
Labor
2-7
Employees
Employees by contract type
Permanent contracts
Temporary contracts
Employees by contract type
Full time
Part time
Headcount, year end
Headcount, year end
Headcount, year end
Headcount, year end
Headcount, year end
3,432
3,369
63
3,216
216
3,431
3,380
51
3,221
210
2-30
Percentage of total employees covered by
collective bargaining agreements
%
100
100
401-1
New employee hires
Headcount, total number of
newly hired employees over
the course of the year
347
458
403-2
Work-related fatalities
#
---
—
405-1
Percentage of individuals within the
organization’s governance bodies
Board of Directors
Men
Women
Senior Leadership Team
Men
Women
%, year end
%, year end
%, year end
%, year end
67
33
67
33
67
33
67
33
Environment 1
302-1
Total energy consumption within the
organization
mWh
203,562
200,179
305-1
Direct (Scope 1) GHG emissions
Metric tons CO2e
7,507
9,700
305-2
Energy indirect (Scope 2) GHG emissions -
market-based
Metric tons CO2e
1,826
3,967
305-2
Energy indirect (Scope 2) GHG emissions -
location-based
Metric tons CO2e
35,516
35,294
305-3
Other indirect (Scope 3) GHG emissions
Metric tons CO2e
3,223
3,163
Carbon credits
Metric tons CO2e
(8,473)
(8,473)
Share of renewable energy
%
94
89
Human Rights
412-1
Total percentage of operations that have
been subject to human rights reviews or
human rights impact assessments
%
100
100
Community Investments
201-1
Total community investment
€
2,390,304
4,587,268
201-1
Employee volunteering work
#hours
1,389
1,843
Anti-Corruption and Bribery
205-3
Confirmed incidents of corruption
#
---
—
1 Final environmental data will be reported in the 2021 Telenet Sustainability Report, to be released in June 2022. This report will also contain more
elaborated GRI Standards disclosures.
Telenet | Annual Report 2021 | 47
7.8 2022 sustainability outlook
In 2022, Telenet will pursue its policies towards sustainable growth, in line with the priorities as set forward in the 2021-2025 Sustainability Strategy.
Sustainability governance
•Manage ESG criteria as a risk: Telenet will continue its assessment of the prioritized ESG risks, considering both qualitative and quantitative
risk measures. All ESG risks will be incorporated in the Enterprise Risk Management Framework and will be monitored following standard risk
management procedures.
•Disclose ESG performance: Telenet will further align its annual sustainability reporting practices to the European guidelines for non-financial
reporting. As far as environmental performance reporting is concerned, the Company will adopt the TCFD recommendations. Finally, Telenet
will participate in third-party sustainability assessments. Besides its annual participation in the S&P Global CSA and EcoVadis reviews, the
Company will take part in (i) the CDP Climate Change to disclose its environmental performance and (ii) the Equileap and Bloomberg Gender
Equality assessments to assess its performance in the area of diversity, equity and inclusion.
Future-proof talent
Telenet will further execute on its talent vision to build a future-proof workforce. The Company will develop a strategic workforce heatmap and related
action plan to attract, develop and retain the best talent in order to successfully deliver on its business strategy in a volatile and highly competitive market.
Special focus will be on the Grow program that will enable Telenet employees to learn continuously and to craft their professional journey in order to
maximize their growth potential, added value and long-term employability. The Expedition T initiative will stimulate employees to define their growth
profile and to explore new jobs while offering them career coaching. The Switch Internship program will support internal mobility, allowing employees
who consider a career change to taste a different job in a strategic position such as data, digital or cybersecurity. Finally, the launch of the Accelerators
Community in Q1 2022 should offer the top talent within Telenet a fast development track allowing them to bring their full potential to the Company.
Diversity, Equity and Inclusion
Telenet will continue to deliver on its policy to promote a culture of inclusion and to anchor diversity in the employee lifecycle. Special attention will be on
(i) driving a company-wide diversity and inclusion awareness campaign and a prevention campaign on micro aggression, (ii) implementing a diversity and
inclusion-friendly vacancies tool, and (iii) establishing a charter on inclusive communications. In Spring 2022, Telenet will set a number of targets and KPI
with focus on gender representation, gender inclusion and pay equity, in close alignment with Liberty Global. In addition, the Company will review the
opportunity to drive a company-wide employee survey measuring the levels of diversity and inclusion across the whole organization. Finally, Telenet will
explore the adoption of a company-wide objective related to the completion of a dedicated diversity, equity and inclusion training program.
En vironmental responsibility
Telenet will pursue its efforts to reduce its Scope 1, 2 and 3 emissions in line with its Net Zero target as defined in the 2021-2025 sustainability strategy.
The Company’s climate action plan will be further detailed out and concrete initiatives will be taken in particular in the areas of mobility, facilities and
network operations.
Community Initiatives
In conjunction with its commitment to society, the Company will scale-up its Telenet Essential Internet solution, a basic Internet solution for vulnerable
households and it will further develop its second-hand laptop and basic digital skills programs, in close cooperation with relevant non-for-profit
organizations across Belgium. The Telenet Business department will continue to invest in the Digital Acceleration program for SME entrepreneurs, with a
special attention to SME entrepreneurs severely hit by the COVID-19 crisis.
In addition, Telenet will accelerate its investments in a skills-based volunteering program that provides employees with the opportunity to put their skills
and professional experiences at the service of community initiatives.
Since the outbreak of the war in Ukraine, Telenet has taken its corporate social responsibility to provide free mobile connectivity access to Ukrainian
refugees in Belgium allowing them to stay connected with family and friends in their country. In addition, the Company supports the local Belgian
governments with internet access in the temporary refugee centers. In addition to these community investments, Telenet is also assessing the impact of
the Russian invasion of Ukraine on the Company's business. For more information, please refer to section 8.4.3.4.6 of the annual report.
Responsible, open and transparent business practices
In relation to human rights, Telenet will continue to focus on the implementation of the GDPR guidelines across all its operations. Key 2022 priorities
include amongst others (i) the set-up of a new register of data processing activities (ROPA), (ii) conducting transfer impact assessments (TIA) for data
transfers, (iii) the review of the BASE public privacy policy, (iv) the revamp of the internal employee privacy policy, (v) the implementation of a dedicated
privacy policy for business customers and (vi) the provisioning of dedicated guidance for Telenet partners (dealers).
In 2022, Telenet will also plan a series of online and classroom trainings on compliance-related topics, including the code of conduct principles, privacy
and cyber security, anti-corruption, and competition law.
2021 Telenet Sustainability Report
A detailed overview of the 2021 sustainability performance will become available in the annual Telenet Sustainability Report, to be released in June 2022.
To get an overview of the Company’s commitment to sustainability and to review all Telenet Sustainability Reports which Telenet has published since
2010, please refer to the sustainability section of the Telenet corporate website.
Telenet | Annual Report 2021 | 48
Telenet | Annual Report 2021 | 49
8. Corporate governance statement
Corporate governance can be defined as a framework of rules (laws, institutions and policies) and practices (processes and customs) governing the way a
company is directed, managed and controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals
for which the Company is governed. The principal stakeholders are the shareholders, the board of directors, management, employees, customers,
creditors, suppliers, the government and the community at large.
In this chapter, the board of directors discusses factual information regarding the current corporate governance policy at Telenet and relevant events
which took place in the year ended December 31, 2021.
8.1 Reference code
The Corporate Governance Charter of the Company has been restated by decision of the board of directors of the Company, taken on March 24, 2020,
in order to designate the new Belgian Corporate Governance Code 2020 adopted by Royal Decree of May 12, 2019, as reference code within the
meaning of Article 3:6, §2, 1° of the Belgian Companies and Associations Code (www.corporategovernancecommittee.be). The most recent version of
the Corporate Governance Charter can be found on the investor relations website of the Company (https://investors.telenet.be). Except for a limited
number of deviations in relation to executive and non-executive remuneration as set out in principles 7.6, 7.9, 7.11 and 7.12, the Company is fully
compliant with the provisions of the Belgian Corporate Governance Code 2020. The deviations are indicated and explained in the relevant sections of this
Statement.
8.2 Regulatory developments and their impact on Telenet
Belgium has broadly transposed the regulatory framework into law. According to the electronic communications law of June 13, 2005, the BIPT, the
Belgian National Regulatory Authority, should perform a market analysis to determine which, if any, operator or service provider has significant market
power. In addition, the Federal Parliament prepared legislation to transpose the 2009 revisions to the regulatory framework, which became effective as of
August 4, 2012.
Telenet has been declared an operator with significant market power on the market for call termination on an individual fixed public telephone network.
Since April 1, 2012, reciprocal termination rates have been imposed, which results in Telenet charging the interconnection rate of the incumbent
telecommunications operator, Proximus. Following a court annulment of a final decision on wholesale tariffs issued by the BIPT in 2016, the BIPT issued a
new decision in November 2018 that imposes a wholesale tariff of €0.11603 cents per minute, as of January 1, 2019.
In May 2017, the BIPT published its latest decision on the relevant market for “call termination on individual mobile networks”. Telenet, as a mobile
network operator, has also been designated in the decision as having significant market power by the BIPT. In the decision, the BIPT adopts a bottom-up
long run incremental cost model to calculate tariffs for call termination on individual mobile networks, resulting in a nominal value of €0.99 cents per
minute as of July 1, 2017.
In June 2018, the BIPT and the regional regulators for the media sectors (together, the Belgium Regulatory Authorities) adopted a new decision finding
that Telenet has significant market power in the wholesale broadband market (the 2018 Decision). The 2018 Decision imposes on Telenet the obligations
to (i) provide third-party operators with access to the digital television platform (including basic digital video and analog video) and (ii) make available to
third-party operators a bitstream offer of broadband internet access (including fixed-line telephony as an option). Unlike prior decisions, the 2018 Decision
no longer applies “retail minus” pricing on Telenet; however, as of August 1, 2018, this decision imposes a 17% reduction in monthly wholesale cable
resale access prices for an interim period. On July 5, 2019, the Belgium Regulatory Authorities have published for consultation a draft decision regarding
“reasonable access tariffs” that will replace the interim prices. On May 26, 2020, the Belgian Regulatory Authorities adopted and published the decision
regarding "reasonable access tariffs" ("2020 Decision") that represents, for example, a decrease of 11.5% as compared to the interim rates for a
100Mbps offer combined with TV. The rates will evolve over time, amongst others due to broadband capacity usage. The 2020 Decision applies as of July
1, 2020.
50 | Telenet | Annual Report 2021 |
The 2020 Decision aims to, and in its application, may strengthen Telenet’s competitors by granting them resale access to Telenet’s network to offer
competing products and services notwithstanding Telenet’s substantial historical financial outlays in developing the infrastructure. In addition, any resale
access granted to competitors could (i) limit the bandwidth available to Telenet to provide new or expanded products and services to the customers
served by its network and (ii) adversely impact Telenet’s ability to maintain or increase its revenue and cash flows. The extent of any such adverse impacts
ultimately will be dependent on the extent that competitors take advantage of the resale access afforded to Telenet’s network, the rates that Telenet
receives for such access and other competitive factors or market developments. Telenet considers the 2018 Decision to be inconsistent with the principle
of technology-neutral regulation and the European Single Market Strategy to stimulate further investments in broadband networks. Telenet has
challenged the 2018 Decision in the Brussels Court of Appeal and has also initiated an action in the European Court of Justice against the European
Commission’s decision not to challenge the 2018 Decision. The proceedings before the European Court of Justice have been withdrawn by Telenet in
order to avoid undue delays in the Court of Appeal case. In a decision of September 4, 2019, the Brussels Court of Appeal upheld the 2018 CRC
Decision.
8.3 Capital and shareholders
8.3.1 Capital and securities
8.3.1.1 Share Capital
The share capital of the Company amounted to €12,799,049.40 as of December 31, 2021 and was represented by 113,841,819 shares without nominal
value. All shares are ordinary shares, listed on Euronext Brussels, except for 30 Golden Shares and 94,843 Liquidation Dispreference Shares to which
certain specific rights or obligations are attached, as described in the articles of association and the Corporate Governance Charter.
8.3.1.2 Other Securities
On February 9, 2021, the board of directors approved a Telenet Long Term Incentive Plan on the basis of which Telenet is able to grant its Company's
CEO, its Senior Leadership Team and a select number of employees, a combination of (i) performance shares and (ii) restricted shares:
(i) Performance shares
On August 4, 2021, the Company granted its CEO, Senior Leadership Team and a selected number of employees a total of 298,183 performance shares
(the "2021 Telenet Performance Shares"). On September 24, 2021, 298,183 offered performance shares were accepted. The earned 2021 Telenet
Performance Shares will vest on August 4, 2024.
On August 4, 2021, the Company granted its CEO a total of 127,710 performance shares (the "2021 CEO Telenet Performance Shares"). On
September 24, 2021, all 127,710 offered performance shares were accepted. The earned 2021 Telenet Performance Shares will vest on August 4, 2024.
(ii) Restricted shares
On August 4, 2021, the Company granted its CEO, Senior Leadership Team and a selected number of employees a total of 155,065 restricted shares (the
"2021 Telenet Restricted Shares"). On September 24, 2021, 155,065 offered restricted shares were accepted. The vesting of these restricted shares
occurs annually over a period of 2 years, with a vesting of 40% of the restricted shares granted on August 4, 2022 and a vesting of 60% on August 4,
2023, subject to reduction or forfeiture based on individual service requirements. However, upon vesting, the Telenet shares remain blocked for trading
for a period of 2 years, i.e., respectively until August 4, 2024 and August 4, 2025.
Telenet Performance Shares will vest on August 4, 2024. Compensation costs attributable to the 2021 CEO Telenet Performance Shares are recognized
over the requisite service period of the awards and are included in compensation expense in Telenet's consolidated statement of profit or loss and other
comprehensive income.
8.3.2 Evolution of the share capital of Telenet Group Holding NV
No capital movements took place in the year ended December 31, 2021.
Telenet | Annual Report 2021 | 51
8.3.3 Shareholders
Important movements in shareholdings
Transparency declarations
In the course of the year ended December 31, 2021, the Company received the following transparency declarations:
On 14 July 2021, Telenet received a transparency notification from Liberty Global Plc in accordance with articles 6 and 18 of the Law of 2 May 2007. In its
notification of 14 July 2021, Liberty Global Plc notifies changes in the chain of control as per 13 July 2021.
On August 12, 2021, Telenet received a notification from Liberty Global plc and its affiliate Binan Investments B.V. in accordance with Article 74, § 8 of
the Law of April 1, 2007 on public takeovers. This notification provides an update of the notification submitted by Liberty Global plc and its affiliate Binan
Investments B.V. on August 14, 2020.
On 4 October 2021, Telenet received a transparency notification from Liberty Global Plc in accordance with articles 6 and 18 of the Law of 2 May 2007.
In its notification of 4 October 2021, Liberty Global Plc notifies changes in the chain of control as per 1 October 2021.
On 13 December 2021, Telenet received a transparency notification from Lucerne Capital Management, L.P. in accordance with articles 6 and 18 of the
Law of 2 May 2007. In its notification of 10 December 2021, Lucerne Capital Management, L.P. reports that its voting rights attached to shares in Telenet
going below the 3% as per 10 December 2021.
These declarations can be consulted on the Company’s investor relations website: https://investors.telenet.be.
Share Repurchase Program 2021
On October 28, 2021, the Company announced the initiation of a new share repurchase program (the “Share Repurchase Program 2021”). Under this
Share Repurchase Program, Telenet could repurchase from time to time up to 1.1 million shares for a maximum consideration of €45.0 million until
February 28, 2022. This program is funded with the Company's existing cash balances and is an integral part of the Company’s shareholder remuneration
policy as announced during the December 2018 Capital Markets Day and as tightened in October 2020 with the introduction of a €2.75 dividend per
share floor (gross).
Under this program, 1,100,000 were repurchased at an average price of €32.16 for a total amount of € 35.4 million. Following the completion of this
program at the end of February, the Company held 5,448,369 treasury shares at the publication date of this Annual Report (March 25, 2022).
Shareholder structure
The shareholder structure of the Company on December 31, 2021, based on (i) the shareholders’ register of the Company, (ii) all transparency
declarations received by the Company, (iii) as well as the latest notifications of each relevant shareholder to the Financial Services & Markets Authority
("FSMA"), was as follows:
Shareholders
Outstanding shares
Percentage
Liberty Global Group (*)
66,342,037
58.28%
Own Shares (**)
4,784,078
4.20%
Public (***)
42,715,704
37.52%
Total (****)
113,841,819
100.00%
(*) Including 94,827 Liquidation Dispreference Shares
(**) In accordance with Belgian Corporate law, the voting rights attached to treasury shares are suspended and any dividend rights on such shares (if applicable) are cancelled
while they remain in the Company's possession. Consequently, the Company’s share count, adjusted to reflect the full suspension of voting rights and cancellation of dividend
rights on these treasury shares, totaled 109,057,741
(***) Including 16 Liquidation Dispreference Shares held by Interkabel Vlaanderen CV and 30 golden Shares held by the intermunicipalities
(****) Including the cancellation of (i) 1,881,040 treasury shares on April 24, 2019, (ii) 1,178,498 treasury shares on December 4, 2019 and (iii) 814,966 treasury shares on
April 30, 2020 as approved by the Extraordinary Shareholders' Meeting
Relationship with and between shareholders
Please see note 5.27 of the consolidated financial statements of the Company for an overview of the relationship of the Company with its shareholders.
The Company is not aware of any agreements between its shareholders.
52 | Telenet | Annual Report 2021 |
8.3.4 General meeting of shareholders
According to the Company’s articles of association, the annual meeting of shareholders takes place on the last Wednesday of the month of April at 10:00
am CET. In 2022, this will be on April 27.
The rules governing the convening, admission to meetings, their conduct and the exercise of voting rights, and other details can be found in the articles
of association and in Telenet's Corporate Governance Charter, which are both available on the Company’s investor relations website (https://
investors.telenet.be).
8.3.5 Consolidated Information related to the elements referred to in article 34 of the Royal Decree
of November 14, 2007
Article 34 of the Royal Decree of November 14, 2007 requires that listed companies disclose the relevant elements that may have an impact in the event
of a take-over bid. The board of directors hereby gives the following explanations concerning the respective elements to be addressed under these rules:
•A comprehensive overview of the capital structure of the Company can be found in note 5.12 to the consolidated financial statements of the
Company.
•Restrictions on the transfer of shares extend only to the 30 Golden Shares. The Company’s articles of association provide that the Golden
Shares can only be transferred to other partnerships (samenwerkingsverbanden) between municipalities and to municipalities, provinces or
other public law entities or private companies that are controlled directly or indirectly by public law entities. The Golden Shares can only be
transferred per lot of three Golden Shares.
•Any major shareholdings of third parties that exceed the thresholds laid down by law and by the articles of association of the Company are
listed in section 8.3.3 of this Statement.
•On December 31, 2021, the Company had 94,843 Liquidation Dispreference Shares and 30 Golden Shares outstanding. The Liquidation
Dispreference Shares can be converted into ordinary shares on a 1.04 to 1.00 ratio.
•The Golden Shares attribute to the intermunicipalities (who hold all 30 Golden Shares) the right to appoint representatives in the regulatory
board (regulatoire raad), which supervises the so called “public interest guarantees”, and the right to appoint an observer in the board of
directors of the Company, as further described in the articles of association and the Corporate Governance Charter of the Company. In
practice, the regulatory board has not been established, but an observer instead attends the meetings of the board of directors.
•Share option plans are described in note 5.12 to the consolidated financial statements of the Company. The ESOP 2016, ESOP 2016bis, ESOP
2017, ESOP 2017bis, ESOP 2018, ESOP 2018bis, ESOP 2019 and ESOP 2020 provide that all outstanding stock options would immediately vest
upon a change of control. All these provisions have been approved by or will be put for approval to the extraordinary general shareholders’
meeting in accordance with article 7:151 of the Belgian Code of Companies and Associations.
•The Company is not aware of any agreement with any shareholder that may restrict either the transfer of shares or the exercise of voting
rights.
•Members of the board of directors are elected or removed by a majority of votes cast at the annual general meeting of shareholders. Any
amendment to the articles of association requires the board of directors to propose that the shareholders’ meeting passes a resolution to that
effect. For amendments to the articles of association, the shareholders’ meeting must comply with the quorum and majority requirements laid
down in the articles of association and in the Belgian Code of Companies and Associations.
•The board of directors is authorized by the shareholders’ meeting of April 24, 2019 to repurchase shares of the Company up to the maximum
number allowed in accordance with article 7:215 and following of the Belgian Code of Companies and Associations, provided that the
purchase price per share of the Company may be maximum 20% above, and may not be lower than 20% below, the average closing quotes
of the shares of the Company, on a “per share” basis, as traded on Euronext Brussels (or any other regulated market or trading platform on
which the shares of the Company are traded at that time at the Company’s initiative) during a period of 30 calendar days prior to the
acquisition of the shares by the Company. This authorization is valid for 5 years, i.e. until April 30, 2024
•Certain provisions of the financing agreements entered into by the Company’s subsidiaries would become effective or would be terminated in
case of a change of control over the Company.
•The Telenet Performance Share Plan 2018, the Telenet Performance Share Plan 2019, the Telenet Performance Share Plan 2020 and the Telenet
Performance Share Plan 2021 also contain change of control wording. The Performance Share Plan 2018 was made available for all the
members of the SLT and one other manager, as well as the CEO. The Performance Share Plans 2019, 2020, 2021 were available for the CEO,
the Senior Leadership Team and a selected number of employees. T he relevant provisions were approved or will be put for approval at the
extraordinary shareholders’ meeting in accordance with article 7:151 of the Belgian Code of Companies and Associations.
Telenet | Annual Report 2021 | 53
•The Company is otherwise not party to any major agreement that would either become effective, be amended and/or be automatically
terminated due to any change of control over the Company as a result of a public take-over bid. The Company notes however, that certain of
its operational agreements contain change of control provisions, giving the contracting party the right, under certain circumstances, to
terminate the agreement without damages.
•Other than the provisions relating to stock options, as set out above, the Company has not concluded an agreement with its members of the
board of directors or employees, which would allow the disbursement of any special severance pay in the case of termination of employment
as a result of a public take-over bid.
8.4 Internal control and risk management systems
8.4.1 General
The Company is exposed to various risks within the context of its normal business activities, which could have a material adverse impact on its business,
prospects, results of operations and financial condition. Therefore, managing these risks is of the utmost importance to the Company. To support its
growth and help management and the directors to deal with the challenges the Company faces, the Company has set up a risk management and internal
control system. The purpose of the risk management and internal control system is to enable the Company to meet its objectives.
The below sections provide an overview of the main actors in this framework and of the key risk areas to which the Company is exposed.
8.4.2 Control and Risk Governance
8.4.2.1 Board of directors
The board of directors determines the values and strategy of the Company, supervises and monitors the organization and execution thereof, and
determines the risk appetite in order to achieve its strategic objectives. The board of directors in particular identifies and manages the risks with respect to
the Company and its activities, amongst others by approving the framework of internal control and risk management proposed by management and
reviewing the implementation of this framework.
The board of directors has installed a number of committees to assist the board herewith. These committees advise the board on the relevant topics, but
the decision authority remains with the board of directors as a whole. In particular, as part of the risk management and internal control framework, the
board of directors has established an Audit and Risk Committee in accordance with the relevant legal requirements.
8.4.2.2 Audit and Risk Committee
The Audit and Risk Committee assists the board of directors in fulfilling its monitoring responsibilities in respect of control in the broadest sense, including
risks. The principal tasks of the Audit and Risk Committee (see also section 8.5 “Board of directors”) include regularly convening to assist and advise the
board of directors with respect to the monitoring of the financial reporting by the Company and its subsidiaries and making recommendations or
proposals to ensure the integrity of the process, the monitoring of the effectiveness of the systems for internal control and risk management of the
Company, monitoring of the internal audit and its effectiveness, monitoring of the statutory audit of the annual accounts and the consolidated accounts
including follow-up on questions and recommendations of the statutory auditor and assessment and monitoring of the independent character of the
statutory auditor, taking into account the delivering of additional services to the Company.
The Audit and Risk Committee is composed of three members, including two independent directors of the Company, of whom one is the chairman. All
members are non-executive directors and contribute broad experience and skills regarding financial items. The chairman of the Audit and Risk Committee
reports on the matters discussed in the Audit and Risk Committee to the board of directors after each meeting and presents the recommendations of the
Audit and Risk Committee to the board of directors for decision-making.
8.4.2.3 Treasury
The Treasury department's general objective is to support the Company to grow and invest. The Company needs to have access to sufficient cash
resources to meet its financial obligations as they fall due, including supplier payments, taxes, interests, debt repayments and provide funds for capital
expenditures and investment opportunities as they arise, in addition to potential shareholder disbursements including dividends and/or share buy-backs.
On an ongoing basis, the Treasury department monitors the leverage targets for the Company at a consolidated level and compliance therewith under the
2020 Amended Senior Credit Facility. The Treasury department continuously monitors financial conditions in the capital markets, closely assessing
demand, supply and credit spreads, and when possible opportunistically analyzes the capital markets.
The Treasury department is responsible for hedging the underlying foreign currency and floating interest rate exposure. The Company takes a risk-adverse
approach to non-functional currency exposure with a strong focus on reducing the cash impact of foreign exchange rate fluctuations. As for the floating
interest rate exposure, the Company aims to reduce future interest rate volatility and will therefore generally fully hedge its exposure as part of a
(re)financing transaction.
Ultimately, the Company's Treasury department drafts the cash flow planning and invests the Company's cash and cash equivalents as per Company's
treasury policy. Such policy is discussed, reviewed and approved by the Company's Audit and Risk Committee. To execute and manage these investments,
the Company only engages with highly-rated international financial institutions and only invests in triple-A rated money market funds.
54 | Telenet | Annual Report 2021 |
8.4.2.4 Risk and Compliance
The Risk and Compliance department helps the Company achieve its mission by providing support, advice and reasonable assurance to manage risks and
improve operations. In particular the Risk and Compliance department helps the Company accomplish its objectives by bringing a risk-focused, pragmatic
and systematic approach to the management of risks, compliance and evaluation of governance and business processes. As such, the department
supports the Audit and Risk Committee in its oversight of the Company’s operational, financial, compliance and strategic risks.
Within the Risk and Compliance department, the SOX team ensures local coordination and testing of the framework to manage internal controls over
financial reporting (“ICoFR”, see also section 8.4.3.2 “Financial reporting risks”).
The Compliance function focuses on the execution of the corporate compliance program including among others identification of key company policies
and their owners, communication and publication of policies, organization of awareness campaigns and training sessions and implementation of
monitoring to ensure policy compliance (see also section 8.4.3.3 “Compliance risks”).
The Enterprise Risk Management (“ERM”) team assists management in identifying, assessing and managing the key risks that are threatening the
Company’s strategic and operational objectives (see also section 8.4.3.4 “Other enterprise risks”). The team also coordinates and supports the internal
audit activities performed by Liberty Global and follows up on the progress of the open audit findings (see also section 8.4.2.5 “Internal audit”).
For some specific risk areas (revenue assurance and fraud), the Risk and Compliance department assists the business in the identification and mitigation of
related risks and monitors the related control environment. In addition, internal control reviews are performed to identify gaps in the internal control
environment and to support the remediation of these gaps
On a quarterly basis, the Risk and Compliance department reports on the progress and results of the above activities to the SLT and the Audit and Risk
Committee.
Apart from the Risk and Compliance department, specific teams have been set up to oversee, coordinate and facilitate risk management activities within
other risk areas (e.g. privacy, business continuity and cyber security). The Risk and Compliance department supports these decentralized teams and
ensures that risks and controls are assessed in a consistent manner throughout the Company (e.g. as part of risk screening of company initiatives and
supplier onboarding).
8.4.2.5 Internal audit
Following the decision of the board of directors of July 29, 2014, and with effect as from 2015, the internal audit function is being performed by the
independent internal audit department of Liberty Global. Based on a quality survey and general fee benchmark with other audit firms, the Audit and Risk
Committee assesses a potential prolongation of the internal audit mandate of Liberty Global on an annual basis. As such, the Audit and Risk Committee
approved such new prolongation on July 26, 2021.
A risk-based internal audit plan, focusing on significant risk areas, is proposed annually by Liberty Global's internal audit and approved by the Company’s
Audit and Risk Committee. This internal audit plan is established on the basis of meetings with all members of the SLT as well as on items raised by the
Audit and Risk Committee, the board of directors and Liberty Global's internal audit itself. The internal audit team also considers the Enterprise Risk
Management results and the Telenet Risk Assurance Map (which provides an overview of the Company's risk universe and the coverage and results of the
audits on the related domains) during the preparation of the audit plan. The audit plan is executed by Liberty Global's internal audit.
The internal audit team does not only report issues, but also provides the Company with information on the coverage of the audit objectives, formulates
recommendations, and triggers the start of action plans for items that require improvement. The follow-up of these action plans until closure is performed
by the Risk and Compliance department. Liberty Global’s internal audit performs the final validation before the action plans are actually closed.
On a quarterly basis, the Liberty Global internal audit team reports on the progress and results of the above activities to the Audit and Risk Committee.
8.4.2.6 External audit
The general shareholders’ meeting of April 29, 2020 reappointed KPMG Bedrijfsrevisoren CVBA (“KPMG”) as statutory auditor of the Company for a
period of three years.
On a quarterly basis KPMG reports on the progress and results of their audit procedures (including accounting and review issues, and misstatements) to
the Audit and Risk Committee. In addition, KPMG herewith also reports on their independence and on any non-audit fees (which require pre-approval
from the Audit and Risk Committee).
Telenet | Annual Report 2021 | 55
8.4.3 Risk Areas
8.4.3.1 Financial risks
8.4.3.1.1 Credit risk
Credit risk encompasses all forms of counterparty exposure, i.e. where counterparties may default on their obligations to the Company in relation to
lending, hedging, settlement and other financial activities. The Company is exposed to credit risk from its operating activities and treasury activities.
For further information, we refer to note 5.3.2 to the consolidated financial statements of the Company.
8.4.3.1.2 Liquidity risk
The principal risks to the Company’s sources of liquidity are operational risks, including risks associated with increased competition, decreased pricing,
reduced subscriber growth, increased marketing costs and other consequences of increasing competition, new regulations and potentially adverse
outcomes with respect to the Company’s litigations as described in note 5.26.1. Telenet’s ability to service its debt and to fund its ongoing operations
depends on its ability to generate cash. Although the Company anticipates generating positive cash flow after deducting interest and taxes, the Company
cannot assure that this will be the case. The Company may not generate sufficient cash flow to fund its capital expenditures, ongoing operations and
debt obligations.
For further information, we refer to note 5.3.3 to the consolidated financial statements of the Company.
8.4.3.1.3 Market risk
The Company is exposed to market risks relating to fluctuations in interest rates and foreign exchange rates, primarily between the US dollar and euro.
The Company uses financial instruments to manage its exposure to interest rate and foreign exchange rate fluctuations.
For further information, we refer to note 5.3.4 to the consolidated financial statements of the Company.
8.4.3.1.4 Capital risk
The Company manages its capital to ensure that the Company and its subsidiaries will be able to continue as a going concern in order to provide
sustainable and attractive returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of
capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
For further information, we refer to note 5.3.5 to the consolidated financial statements of the Company.
8.4.3.2 Financial reporting risks
Liberty Global, the majority shareholder of the Company, is subject to the requirements of the US Sarbanes-Oxley Act of 2002 (“SOX”). The Company
has been part of Liberty Global’s assessment of ICoFR since 2008 and has not reported any material weaknesses.
As part of Liberty Global’s compliance with the SOX legislation, Liberty Global reviews its scoping for ICoFR purposes at various times throughout the year
to determine whether additional risks or controls need to be evaluated and assessed at the Company. In addition, for every change in products, services,
processes and systems, the impact on management’s broader control framework is formally assessed by the Company and appropriate action is taken. A
formal monitoring process is in place for ICoFR: a periodic management self-assessment on design and control effectiveness based upon the frequency of
the control and a direct testing cycle by the risk and compliance department, with oversight by Liberty Global's group compliance.
The accounting principles used by the Company, and each change thereof, are presented to the Audit and Risk Committee and approved by the board of
directors.
8.4.3.3 Compliance risks
The Company applies a risk based approach to define the compliance roadmap. The Compliance team ensures that each compliance domain (i.e. policy) is
assigned to an owner. Responsibilities of these policy owners and other key compliance stakeholders (Legal, Regulatory and SLT members) have been
recorded in a compliance ‘Roles & Responsibility’ matrix.
The Compliance team ensures that new or updated policies are approved and supports the policy owner with the communication and publication of the
policy and organization of training and awareness campaigns. A recurring Compliance training calendar has been defined, including company-wide
trainings (privacy, Code of Conduct, cyber security and Chinese Walls) and trainings for specific target groups (e.g. SOX, procurement/spend, anti-
corruption, competition law). Depending on the topic, the trainings are provided on an annual or bi-annual basis. All 2021 company-wide trainings
reached a completion rate >98% for the internal employees.
56 | Telenet | Annual Report 2021 |
The Code of Conduct and several other key company policies are published on the Company’s intranet. Every employee is expected to follow the
principles and guidelines provided in the Code of Conduct and other company policies (e.g. anti-corruption guidelines, travel & expense policy, dealing
code, Chinese walls guidelines etc.). To ensure compliance with these company guidelines, controls and metrics are put in place. Monitoring hereon is
performed to measure the level of compliance and to define corrective actions if needed. The Compliance team is also responsible for the Whistleblower
process that allows employees to report improper conduct such as violations of the Code of Conduct or any applicable company policy. Complaints can
be reported in confidence via a reporting website and employees can remain anonymous if requested. All complaints received through the Whistleblower
process are handled by the Compliance team in consultation with the chairman of the Audit and Risk Committee.
8.4.3.4 Other enterprise risks
The Company has a specific program in place to identify, assess and monitor the key risks that are threatening its strategic and operational objectives.
Together with the SLT members, key strategic risks are prioritized as part of this program. The ERM team assists the SLT in identifying and assessing the
key underlying risk drivers and in identifying or defining mitigation initiatives to further improve the risk coverage if required. These risks are classified into
the following "principal risk" categories: (i) Market Dynamics, (ii) Business Transformation and Programs, (iii) Security and Resilience, (iv) Customer
Experience, (v) Laws and Regulations, (vi) Talent and Culture, (vii) Supply Chain and (viii) Strategy, Planning, Information and Communication.
The identified risks are documented in a risk register that provides amongst others a description of the risk, a risk assessment score based on business
impact and likelihood, and an overview of existing mitigations and future mitigation plans. Where relevant, these mitigation plans are linked to internal
audit findings. The risk assessment is performed on a residual level, taking the existing mitigations into consideration. Herewith, predefined rating scales
are used to assess the likelihood of the risk occurring and the different types of impact (including financial impact, impact on service availability, legal and
regulatory impact, etc).
The evolution of the risks and the progress made against the mitigation plans are monitored by the ERM team. The results are presented to the SLT and
the Audit and Risk Committee on a bi-annual basis.
8.4.3.4.1 Top risks
As an outcome of this ERM program, the overall risk heatmap with the Company’s top risk drivers has been discussed with and validated by the SLT in
August 2021. It has subsequently been presented to the Audit & Risk Committee, as subcommittee of the board of directors, and provided for
information to the other board members in October 2021.
These top risk drivers include:
•Increased churn/lower ARPU due to changes in customer behavior, both on bundle composition and on expectations towards TV and Content:
the general debundling trend on the market is a given. Telenet has launched several initiatives to respond to this trend, including through its
entertainment strategy and through the launch of a new product ‘ONE’, which offers more flexibility towards its customers to ensure the
product meets the specific needs of each customer. Telenet will continue to monitor customers’ behavior to ensure the product and service
offering meets their (changing) needs.
•New data security threats may not be identified and addressed in a timely manner: strong processes are in place to prevent, detect and address
cyber security threats and to manage the day-to-day operational security risks to avoid unauthorized access to Telenet’s network, systems and
data. Telenet has embedded several measures, including security incident monitoring, vulnerability scanning, security risk screening of new
developments and changes etc. However, as the security threat landscape is constantly evolving, it is essential to maintain a continuous review
process of new cyber security risks to ensure that the approach of managing these risks evolves accordingly.
•Implementation of the Customer Intimacy strategy in the Residential Domain may be hampered by inadequate/untimely delivery or alignment
of enabling and supporting initiatives: Telenet Residential has focused its overall strategy on customer intimacy which requires a company-wide
focus and mindset as it depends on multiple initiatives across the business. All these initiatives need to be aligned and need to be timely and
properly delivered to support the full roll-out of the Customer Intimacy strategy. Telenet has implemented several mitigation actions including
coordination and oversight by a specific taskforce, SLT clusters, the simplification and cloudification of the Company’s IT landscape, building of
a customer lifetime value model etc. to support this shift in the Company’s residential strategy.
•Increasing shareholder activism: there is a generally increasing trend of shareholder activism on the market which can result in reputational,
operational and financial impact. Taken into consideration the shareholders structure, Telenet believes it is important to treat all types of
shareholders equally and does this by actively engaging in addressing shareholders demands for information and transparency around the
Company’s operations with regards to aligned benefits.
•Darwin delivery risks: the Darwin program is a key program to consolidate and modernize a key part of Telenet’s IT landscape. Considering that
the program is a business-wide transformation program that aims to enhance the way we serve our customers, it has been listed as one of the
key risks. Telenet closely monitors the progress of the program as well as the related risks through different taskforces.
•Fiber-to-the-Home roll-out by competitors which could result in increased customer churn and reduced customer acquisition: Telenet
traditionally performs continuous speed and network upgrades to ensure its connectivity speed leadership can be maintained. In order to
Telenet | Annual Report 2021 | 57
further strengthen its competitive position in the connectivity market, the Company is also exploring and elaborating other possibilities to
continue to build the network of the future. In addition, the Company is optimizing its campaigns in this domain.
•Inability to attract, retain and grow Talent (particularly in Data & Digital): refer to section 7.2 of the present report.
•Agile transformation objectives may not be met: in 2019 Telenet launched an organization-wide program in order to transform the Company
into a more agile organization. Currently a large part of the company already works in an agile manner, but further steps are still being taken
to streamline the organization in order to reduce the number of interdependencies between agile teams and in order to ensure that all teams
across the Company have a proper agile way of working and understand their role and relevance in the agile eco-system. Seen the strategic
nature and company-wide impact, the further agile transformation remains key to Telenet’s operations.
•The risk of not meeting the expectations from stakeholders (regulators, investors, financial institutions, customers, employees, broader society)
on Telenet's sustainability management, resulting in reputational and financial damage: this risk was set as a general placeholder and is being
further elaborated (refer to section 8.4.3.4.2. of the present report).
•Reduced availability of CPEs, network equipment, handsets and other devices due to global chipset shortage: amongst others due to the
COVID-19 pandemic and the resulting increased homeworking, the demand of electronic devices has significantly increased. The combination
of the increase in demand and several concerns at the supplier side (amongst others also due to the COVID-19 restrictions during production),
has led to a global chipset shortage. This leads to delays in delivery of devices that require chipsets, in its turn leading to an increase risk of
stock shortages. Thanks to the continuous monitoring by the Company and the mitigating actions taken (including increased refurbishing of
modems and set-top boxes), the impact of this risk has been kept under control. Considering the unpredictability of this topic at global scale,
Telenet continues to closely monitor this risk.
•Cyber security threats entering the Telenet environment through inadequately secured non-Telenet managed devices (“Bring Your Own
Device”), exposing the entire Telenet environment to increased security risks: devices that are not directly managed by Telenet but are
connected to the internal network increase the company’s security vulnerability as the company has a less extensive view on the security
configuration of these devices, which complicates proactive security monitoring. For the larger IT consultancy contracts, Telenet has included
several measures including contractual cyber security requirements. For the others, this risk is further reduced by several ongoing initiatives.
•Mental wellbeing: refer to section 7.2 of the present report.
•4th mobile operator: the potential arrival of a 4th mobile network operator in Belgium could have a significant impact on the general market
and therefore Telenet is closely monitoring the evolution of the spectrum auction.
•Key litigations: Telenet is involved in a few key litigations with significant claims that require continuous legal attention. Therefore, these are
also included on the overall risk heatmap, even if the related likelihood of an actual financial impact amounting to these claims is considered to
be low (refer to section 5.26 of the present report).
8.4.3.4.2 ESG risks
The general risk of not meeting the expectations from stakeholders (regulators, investors, financial institutions, customers, employees, broader society) on
Telenet's sustainability management has been identified as one of the company’s top risk drivers (refer to section 8.4.3.4.1 of the present report). To
allow for a more granular risk assessment, an in-depth analysis of this general risk has been launched in Q4 2021. This assessment started from the key
material issues (refer to 7.1 of the present report) and took into account applicable regulation and sustainability reporting standards like the
recommendations from the TCFD. The identification of ESG risks has also been inspired by the Sustainability Accounting Standards Board (SASB), which
has developed industry-specific guidance, including for telecommunication services. These SASB standards are designed to identify ESG issues most likely
to impact these specific industries.
As a result of this analysis, specific ESG risk drivers have been identified and prioritized. These have been grouped into the following categories:
•General ESG risks
•Specific environmental risks
•Specific social risks
•Specific governance risks
The results of the detailed ESG risk assessment will be presented to the SLT and the Audit and Risk Committee in Q1 2022.
General ESG risks
The following general ESG risks, which are applicable to all dimensions of the sustainability agenda, have been identified and assessed:
58 | Telenet | Annual Report 2021 |
•Insufficient board and senior management attention for ESG, resulting in a lack of a clear ESG strategy and in inadequate support for ESG
initiatives across the company: the 2021-2025 Sustainability Strategy has been discussed with and approved by SLT and the board in 2021,
with clear top-level support for sustainability initiatives. This is further evidenced by formally including ESG targets in company-wide objectives
and senior management remuneration plans.
•ESG strategy is not properly translated into specific and prioritized initiatives, and which remain unmonitored, as a result of which the
company's vision on ESG remains unimplemented: the sustainability strategy has been translated into 6 prioritized programs across the
different pillars of the strategy (progress, empowerment, responsibility): Telenet Essential Internet, Digital Acceleration, Diversity & Inclusion,
Future-proof Workforce, Net Zero and Circular Economy. The Company is further embedding these programs into the business priorities to
ensure they get properly translated into specific initiatives for implementation across the business.
•Insufficient resources (incl. budget) are allocated to the prioritized ESG initiatives, resulting in inadequate or untimely implementation: processes
are in place to ensure the prioritized (ESG) initiatives are properly included in the financial planning and budgeting process. In addition,
specifically in view of the Company’s Net Zero target plan, a dedicated analysis of the required capex/opex costs has been presented to the SLT
and board in 2021. Taking into consideration the continuous evolutions on the sustainability front, the Company pays continued attention to
ensure the financial impact of these evolutions is adequately calculated and budgeted for where needed (e.g. impact of SBTI Net Zero
framework).
•Incomplete or inaccurate ESG reporting (internal and external), hampering adequate progress monitoring of ESG initiatives/targets and resulting
in a lack of transparency and an incorrect view of (internal and external) stakeholders on Telenet's ESG initiatives and their impact on the
company: the Company prepares multiple ESG-related reporting sets, both internally and externally, and periodic input is provided for several
ESG-related benchmarks and KPIs. Internal data collection processes are in place to capture the required information and will be further fine-
tuned.
•Non-compliance with legal / regulatory requirements related to ESG, resulting in fines and negatively impacting Telenet's reputation and
operations: processes are in place to monitor the legal / regulatory evolutions in the ESG domain and to ensure that the related requirements
are timely captured, assessed and applied within the Company.
Specific environmental risks
To understand the potential implications of climate-related risks, the standard risk register has been extended with a number of fields for these risks in
order to structurally capture all information as required by the TCFD framework. This includes (i) the classification into transition risks (policy & legal,
technology, market, reputation), physical risks (acute/chronic) or opportunities (resource efficiency, energy source, product & services, markets, resilience)
and (ii) the related time horizon (short-, medium- or long-term). Herewith short-term risks are likely to manifest within 1-3 years, medium-term risks in
4-10 years and long-term risks beyond 10 years.
The following risks have been included as prioritized environmental risks in our risk register (refer to section 7.3 of the present report for more information
on these risks as per the TCFD classification):
•Inadequate management of electricity supply
•Inability to significantly reduce indirect CO2 emissions
•Inability to significantly reduce direct CO2 emissions (split up in scope 1 and scope 2 emissions)
•Suppliers are vulnerable to extreme weather events and higher temperatures
•Telenet infrastructure is vulnerable to extreme weather conditions and higher temperatures
•Failure to consider and minimize environmental impact when new products are designed and developed
•Inadequate end-of-life management of hazardous waste (CPEs, IT, network equipment and other sold devices)
•Inefficient use and disposal of water
•Inadequate management of non-hazardous waste
Telenet | Annual Report 2021 | 59
Specific social risks
To identify the social risks that are relevant for Telenet, those risks that can impact its employees or other collaborators, and broader communities in the
influence sphere of the company have been considered. As a result, the following risks have been prioritized in the Company’s risk register:
•Inability to attract, retain and grow Talent (particularly in Data & Digital): refer to section 7.2 of the present report for more information on this
risk and the related mitigations.
•Decline in mental wellbeing: refer to section 7.2 of the present report for more information on this risk and the related mitigations.
•Unequal chances along the employee journey (recruitment, promotion, remuneration): refer to section 7.2 of the present report for more
information on this risk and the related mitigations.
•Inability to respond to government’s expectations and society's needs on digital inclusion and skills development for all: refer to section 7.4 of
the present report for more information on this risk and the related mitigations.
•Non adapted (home) workplace including ergonomics and accessibility: refer to section 7.2 of the present report for more information on this
risk and the related mitigations.
•Creating unsafe technologies without transparency of potential health issues for employees/citizens: as an innovative company, Telenet is often
at the forefront of the development and roll-out of new technologies. Herewith, the Safety, Health and Environment team is involved in the
assessment of health risks to avoid potential health issues for the employees, customers and other citizens. Specifically for the roll-out of 5G,
which raises health concerns from some organizations, Telenet has clear processes in place to ensure that the strict radiation norms are
respected. Refer to section 7.5 of the present report for more information hereon.
•Inability to limit the number of discrimination, harassment and bullying cases: refer to section 7.2 of the present report for more information on
this risk and the related mitigations.
Specific governance risks
As part of the ESG risk assessment, also the broader governance and economic risks that can impact reputation, internal organization and/or business
activities of the Company have been considered. As a result, the following risks have been prioritized in the Company’s risk register:
•New data security threats are not identified and addressed in a timely manner: Refer to section 8.4.3.4.1 of the present report.
•Increased legal and regulatory requirements (e.g. on social tariffs): The Company has multiple processes in place to ensure continued
compliance with legal and regulatory requirements, and to ensure new legal or regulatory initiatives are timely captured, assessed and applied
within the Company. Specifically regarding social tariffs, while the Company has already taken several actions to increase the digital inclusion in
society (refer the aforementioned section on social risks), Telenet is at the same time closely monitoring the changes on regulatory
requirements on social tariffs in order to contribute to a further reduction of the digital divide.
•Non-respect of human rights, ESG policies and regulation by (potential) suppliers: to enable a sustainable supply chain and minimize the human
and environmental impact the Company’s supply chain has, Telenet pledges to only collaborate with suppliers that adhere to ESG standards by
including these in the supplier onboarding process. Suppliers are required to comply with Telenet Supplier Code of Conduct which upholds
high standards that are based on all applicable local and international laws and regulations regarding the environment, health and safety and
employment (refer also to section 7.5 of the present report). Since the end of 2019, the Company has a supplier risk screening process in place
to ensure that the key risks regarding new purchases of goods or services are timely assessed and to ensure that required actions towards the
related suppliers can be properly included in the supplier negotiations and contract. The Company aims to extend this supplier risk assessment
to the key existing suppliers as from 2022.
•Non-compliance with GDPR & privacy regulation: seen the nature and size of the Company’s activities, the Company has access to an extensive
amount of information from its customers (as well as from its employees and other parties), including privacy-sensitive information. A dedicated
Data Protection and Privacy team, headed by the Data Protection Officer, ensures that privacy risks across the Company are timely assessed and
that the responsible teams take the necessary actions to ensure compliance with GDPR and other requirements. The DPO provides a bi-annual
privacy status update to the Audit and Risk Committee. Refer also to section 7.5 of the present report for more information.
•Other prioritized governance risks have been included and documented in the risk register: inadequate business continuity management, non-
respect of code of conduct, anti-corruption and anti-bribery principles (refer also to section 7.5 and 7.6 of the present report), inability to create
trust and security in digital solutions, lack of transparent pricing and billing, and unethical business practices in media and entertainment.
60 | Telenet | Annual Report 2021 |
8.4.3.4.3 Emerging risks
As part of the Company’s ERM program, specific attention is also paid to the identification of so-called “emerging risks”. These are external risks (i.e.
originating from outside the Company and beyond the Company’s influence) with a potentially significant long-term impact on the Company’s strategy
or operations. Theses could be either new risks or existing risks, which might already have a small impact at this moment but expected to increase
significantly over the next years.
In particular, the following risks are currently considered as the Company’s key emerging risks:
•Climate-change risks with physical impact: these have been split in a number of specific risks in the Company’s risk register, depending on the
cause of the risk (extreme weather conditions, such as storms or floods, or rising temperatures) or on where the impact of the risk manifests
(on the Company’s own infrastructure or on the Company’s suppliers (some of which are located in areas that are more vulnerable to climate
change)). It therefore concerns following risks: “suppliers are vulnerable to extreme weather events and higher temperatures”; and “Telenet
infrastructure is vulnerable to extreme weather conditions and higher temperatures”. Refer also to section 7.3 of the present report for more
information on these risks. These risks are currently assessed as rather low, mostly still due to their relatively low likelihood of having a
significant impact. However, with the increasingly visible and tangible effects of the climate change, the likelihood of these risks is expected to
significantly increase over the next years. These risks could have a direct impact on the availability of the Company’s fixed or mobile
connectivity services to its customers due to network outages (e.g. in case critical network infrastructure such as switching offices or head-ends
would be hit). They could also impact the Company’s supply chain, leading to unfulfilled customer orders (e.g. in case of delays on the
production and delivery of modems and set-top boxes) or to connectivity issues in case of delays on delivery of network components or in case
of unavailability of service providers (e.g. for network monitoring). These risks are therefore on the radar of the Company to ensure the
required mitigating actions can be taken timely. As these risks are currently higher at the supplier side than at the Telenet side, business
continuity considerations are included in the existing supplier risk screening process.
•Risk of being unable to attract, retain and grow Talent – particularly in Data & Digital: as also described in section 7.2 of the present report, the
Company is expected to face a growing challenge in finding certain key profiles, mostly within (but not limited to) data and digital profiles.
Though this is not yet a highly critical concern at this moment, this risk clearly needs to be monitored and managed for its longer-term impact.
While this risk also has an important internal component (e.g. talent retention, talent growth, reskilling), it is mostly driven by external societal
factors. As described in section 7.2 of the present report, several external studies have shown a general labor shortage in the data and digital
domains. Having people with adequate data and digital skills is critical to the Company, not only for execution of several technology-related
activities (such as maintenance and monitoring of the IT and network infrastructure, or development of new systems and programs) but also
for the implementation of the Company’s Customer Intimacy strategy which is supported by several data-related activities. Seen this impact, it
is of the utmost importance for the Company to take the required actions in the short term in order to avoid the risk to become significant over
the next few years. Refer to section 7.2 of the present report for an overview on the actions the Company is taking in this respect.
These risks will continue to be monitored closely to ensure that further mitigating actions are taken when needed to limit their (long-term) impact on the
Company.
8.4.3.5 Corona virus (COVID-19)
In early 2020, Telenet activated its crisis team to closely monitor the evolution of the COVID-19 virus outbreak and take appropriate measures quickly, as
needed, in relation to key areas of importance, such as employee and customer safety (including employees’ emotional well-being while working primarily
from home) and continuity of operational activities.
The measures are regularly adapted in line with the rules and restrictions imposed by the government. As an example, the homeworking rules and return-
to-office strategy have been adapted several times in view of changes in the governmental rules following the COVID-19 evolution in Belgium.
Since the outbreak of the pandemic early 2020, the Audit and Risk Committee monitors the COVID-19 impact on Telenet. In particular, the following
quarterly topics have been added to the agenda of the Audit and Risk Committee meetings of 2020 and 2021:
•COVID-19 operational impact (health and safety measures, evolution of infections at employees, homeworking rules and evolution, re-COVID
strategy, operational measures, etc)
•COVID-19 financial impact on revenue, OCF and OFCF 1 for the different impacted domains (#samenerdoor campaigns, operational
performance, customer impact, impact of shop closures, impact on advertising and sports rights, interconnect and roaming impact, bad debt
impact, etc)
1 Effective with the release of our third quarter earnings, we have stopped using the term Operating Free Cash Flow and now use the term "Adjusted
EBITDA less property & equipment additions". As we define the term, Adjusted EBITDA less property & equipment additions has the same meaning as
Operating Free Cash Flow had previously, and therefore does not impact any previously reported amounts.
Telenet | Annual Report 2021 | 61
8.4.3.6 War in Ukraine
Following the Russian invasion of Ukraine on February 24, 2022, Telenet is assessing the impact of the war on the Company’s business.
The initial impact assessment has mostly focused on the supplier and supply chain businesses, and concluded that there is only minimal direct impact of
the war on the Company’s business:
•With regard to the Company’s suppliers, no significant direct impact has been identified. Telenet only works with a very limited number of
Russian and Ukrainian suppliers, mostly in a subcontractor position. Telenet will not make hasty decisions on the supplier side and will carefully
assess whether business practices of its suppliers with a link to Russia are infringing the Telenet Supplier Code of Conduct. Suppliers with a
high-risk profile will be included in the annual ESG review the Company drives through EcoVadis. However, as requested by the Belgian
authorities, immediate action has been taken on February 28, 2022 to suspend the broadcasting of Russian TV channels.
•Within the Company’s supply chain, no direct impact has been identified at the tier 1 suppliers. An assessment of the impact at the tier 2
suppliers has been launched. Indirect impact is being monitored as well, such as the adverse impact of higher electricity prices on the
Company’s operating expenses (both for the current fiscal year and its three-year plan).
Telenet has no financial exposure to Russian banks. As discussed within section 2.9.3, Telenet's cash equivalents and AAA-rated money market funds are
placed with highly rated European and US financial institutions in order to minimize the concentration of counterparty risk and the Company strives to
invest at least 75 percent of its cash and cash equivalents in AAA-rated money market funds.
The initial impact assessment has been presented to the Board of Directors on March 18, 2022. The impact assessment will be further elaborated and
finetuned, and periodically reported to the Audit and Risk Committee.
In parallel to the business impact assessments, Telenet is also taking its corporate social responsibility actively supporting the Ukrainian refugees in
Belgium. For more information, please refer to section 7.8 of the present report.
8.4.4 Assurance
Although the above measures are designed to address the risks inherent to the Company’s business and operations to the extent practicable, the
determination of the risk framework and the implementation of the control systems provide reasonable but not absolute certainty that these risks will be
effectively mitigated.
8.5 Board of directors
8.5.1 Composition
a) General
On December 31, 2021, the board of directors of the Company was composed of 9 members. With the exception of the Managing Director (CEO), all
directors are non-executive directors.
There are currently three independent directors within the meaning of article 7:87§1 of the Belgian Code of Companies and Associations, the Belgian
Corporate Governance Code 2020 and the articles of association of the Company: (i) IDw Consult BV (represented by its permanent representative Mr.
Bert De Graeve), (ii) Ms. Christiane Franck, and (iii) JoVB BV (represented by its permanent representative Mr. Jo Van Biesbroeck).
These directors (as well as their permanent representatives) are considered independent directors since they all fulfill the independence criteria set out in
the articles of association of the Company, the Belgian Corporate Governance Code 2020 and in article 7:87§1 of the Belgian Code of Companies and
Associations.
The following mandates expire at the annual general shareholders’ meeting of 2022: IDw Consult BV (represented by its permanent representative Mr.
Bert De Graeve), Ms. Christiane Franck, Ms. Amy Blair and Ms. Severina Pascu. The mandates of JoVB BV (represented by its permanent representative Mr.
Jo Van Biesbroeck), Mr. Manuel Kohnstamm and Mr. Enrique Rodriguez expire at the annual general shareholders’ meeting of 2023. The mandate of Mr.
Charles H. Bracken expires at the annual general shareholders' meeting of 2024. The mandate of Mr. John Porter expires at the annual general
shareholders' meeting of 2025.
Upon advice of the Remuneration & Nomination Committee, the board of directors will present the following proposal for approval to the annual general
shareholders’ meeting of 2022:
•the (re)appointment of Ms. Amy Blair as director of the Company
•the (re)appointment of Ms. Severina Pascu as director of the Company
62 | Telenet | Annual Report 2021 |
•the appointment of Ms. Lieve Creten as candidate independent director of the Company
•the appointment of Mr. Dirk Van den Berghe (representing Dirk JS Van den Berghe Ltd.) as candidate independent director of the Company
•the appointment of Mr. John Gilbert as candidate independent director of the Company
•the appointment of Ms. Madalina Suceveanu as candidate director of the Company
As of the general shareholders’ meeting of April 25, 2012, Mr. André Sarens has been appointed as “observer” to the board of directors.
The directors have been appointed for a period of maximum four years. In principle, the mandate of the directors terminates at the date of the annual
general shareholders’ meeting at which time their mandate expires. The directors can be re-appointed.
The general shareholders’ meeting (resolving by ordinary majority) can dismiss directors at any time.
If a mandate of a director becomes vacant, the board of directors can fill the vacancy, subject to compliance with the rules of nomination. At the next
general shareholders’ meeting, the shareholders shall then resolve on the definitive appointment, in principle for the remaining term of the mandate of
the director who is being replaced.
Except for exceptional, motivated cases, the mandate of the directors shall terminate at the first annual shareholders’ meeting after they have reached the
age of 70.
On December 31, 2021, the board of directors of the Company was composed as follows:
Name
Function
Nominated by
Bert De Graeve (IDw Consult BV)
Chairman of the Board of Directors
Independent director
Jo Van Biesbroeck (JoVB BV)
Director of companies
Independent director
Christiane Franck
Director of companies
Independent director
John Porter
Chief Executive Officer & Managing Director Telenet
Charles H. Bracken
Executive Vice President & Chief Financial Officer of Liberty Global
Liberty Global Group
Enrique Rodriguez
Executive Vice President & Chief Technology Officer of Liberty Global
Liberty Global Group
Amy Blair
Senior Vice President & Chief People Officer of Liberty Global
Liberty Global Group
Manuel Kohnstamm
Senior Vice President & Chief Corporate Affairs Officer of Liberty Global
Liberty Global Group
Severina Pascu
Deputy Chief Executive Officer and Chief Operating Officer of Sunrise UPC
Business in Switzerland
Liberty Global Group
CM: Chairman
Mr. Bart van Sprundel, Head of Corporate, Transactional Legal & Governance, acts as company secretary of the board of directors and its committees.
b) Diversity
The Company strives for diversity within the board of directors, creating a mix of executive directors, non-executive directors and independent directors.
The composition of the Board has therefore been determined to gather sufficient expertise in Telenet’s areas of activity and ensures sufficient diversity of
skills, background, age and gender, thereby ensuring compliance with, amongst others, article 7:86 of the Belgian Code of Companies and Associations.
At December 31, 2021, the board of directors included three female members: Ms. Christiane Franck, Ms. Amy Blair and Ms. Severina Pascu. At present,
Telenet is in line with the gender composition requirements.
c) Biographies of directors
The following paragraphs set out the biographical information of the members of the board of directors of the Company as of December 31, 2021 as
well as the members who are nominated for appointment, or whose appointment should be confirmed at the next general shareholders’ meeting, as well
as information on other director mandates held by the members of the board of directors of the Company.
John Porter, Chief Executive Officer and Managing director (°1957)
For the biography of Mr. Porter, we refer to section 8.6 c) of this Statement.
Telenet | Annual Report 2021 | 63
Bert De Graeve, chairman of the board of directors and independent director (representing IDw Consult BV) (°1955)
Bert De Graeve started his career in 1980 with Arthur Andersen & Co and joined Alcatel Bell in 1982. In 1991, he became General Manager Shanghai
Bell Telephone Equipment Mfg. Cy in Shanghai. In 1994, he was appointed Vice President, Director Operations, Alcatel Trade International and later
Director International Affairs, Alcatel Alstom in Paris. In 1996, he became Managing Director of the Flemish Public Radio & TV Broadcaster (VRT) and
joined Bekaert in 2002 as CFO, to become CEO from 2006 on and chairman from 2014 till 2019. Bert De Graeve holds a Master in Law from the
University of Ghent (1980), studied Financial Management at IPO (Antwerp) and became Master in Tax Management at VLEKHO (Brussels). Bert De
Graeve is also Chairman of the Board of Directors of Sibelco NV, Independent Director of UCB, Chairman of Welvaartfonds NV and Member of the Board
of the Concours Reine Elisabeth.
Jo Van Biesbroeck, independent director (representing JoVB BV) (°1956)
Up to 2015, Jo Van Biesbroeck has been Chief Strategy Officer and Chief International Business Development of Anheuser-Busch InBev SA/NV (formerly
known as InBev SA and Interbrew) where he also started his career in 1978. Anheuser-Busch InBev is the world’s leading brewer and is amongst the
world’s top five companies operating consumer goods. Mr Van Biesbroeck held various positions in controlling and finance and was Senior Vice-President
of Corporate Strategy, Chief Business Development Officer, Chief Strategy and Business Development Officer, Chief Sales Officer, and Zone President
Western Europe in that order. Between September 1, 2015 and April 1, 2020, Jo Van Biesbroeck was manager and member of the board of RSC
Anderlecht. Jo Van Biesbroeck obtained a Master’s degree in Economics at the Roman Catholic University of Leuven. He is chairman of the board of
directors of Etex Group and Matexi Group. Furthermore, he serves as an independent and non-executive director of Puratos, Inno.com, the investment
company SFI and various non-profit organizations including the ACF cancer fund, Kick cancer fund and Franklinea fund in Swiss. He is also Chairman of
Audit and Remuneration Committees.
Ms. Christiane Franck, independent director (°1951)
Until February 2017 Christiane Franck has been CEO (2005-2017) of Vivaqua in Brussels where she also started her career. At Vivaqua, she consecutively
held the positions of ICT Manager, Commercial Manager of Distribution and Secretary General. Vivaqua, specializing in water production and distribution,
serves over two million inhabitants throughout Belgium through close cooperation with the public authorities at local, regional and federal level.
Christiane Franck brings a strong level of service company experience to Telenet. Christiane Franck has a Masters in Mathematics from the University of
Brussels (ULB). Until 2019 she served as a member of the board of the ULB and until 2020 as member of the advisory committee of Ethias Mutual
Insurance Company and is a member of the board of Artsen Zonder Vakantie of which she became vice-chairwoman in 2019. Furthermore, Ms. Franck is
Chairwoman of Hydralis, one of the largest Belgian pension funds. Since 2018, Christiane Franck is Chairwoman of NV Virteo.
Charles H. Bracken, director (°1966)
Charles Bracken is Executive Vice President and Chief Financial Officer for Liberty Global with responsibility for Group Finance and Treasury operations,
including tax and financial planning, procurement and property as well as capital allocation and finance operations of Liberty Global's largest operations,
and overseeing its accounting, external reporting and Investor Relations functions. He is responsible for overseeing Liberty Global’s business plan and its
focus on customer support systems. He is an executive officer of Liberty Global and sits on the Executive Leadership Team and the Investment Committee.
Manuel Kohnstamm, director (°1962)
Manuel Kohnstamm is Senior Vice President and Chief Corporate Affairs Officer for Liberty Global. He is responsible for developing and implementing
Liberty Global’s regulatory strategy, public policy, government affairs and corporate communications. Mr. Kohnstamm is an executive officer of Liberty
Global and sits on Liberty Global’s Executive Leadership Team and the Regulatory Committee.
Mr. Kohnstamm joined the Europe operations of Liberty Global’s predecessor in September 1999 and held several positions in corporate affairs, public
policy, and communications. He was appointed to his current position in January 2012. From 1992 until he joined Liberty Global, Mr. Kohnstamm worked
at Time Warner Inc., most recently as Vice President of Public Affairs in Brussels for its subsidiaries Time Inc., Warner Bros., and Turner Broadcasting. Prior
to joining Time Warner, Mr. Kohnstamm worked with the consulting group European Research Associates in Brussels where he conducted macro-
economic and policy studies on the telecommunications and defense industries.
Mr. Kohnstamm is a member of VodafoneZiggo’s Supervisory Board as well as a member of the Board of Directors of Liberty Global’s subsidiary Telenet
Group Holding NV, a Liberty Global subsidiary and a Belgian public limited liability company.
Mr. Kohnstamm is Co-chair of GIGAEurope, an industry association bringing together independent private telecoms companies. In addition, Mr.
Kohnstamm is a trustee of the non-profit organization Street Child, a charitable organization focused improving the lives of some of the poorest and most
vulnerable children in the world.
Mr. Kohnstamm graduated in Political Science and holds a Doctorandus Degree in International and European Law from the University of Amsterdam. He
also holds a Postgraduate Degree in International relations from the Clingendael Diplomat School in The Hague, and successfully completed the Cable
Executive Management Program from Harvard Business School, Boston (MA).
Severina Pascu, director (°1972)
64 | Telenet | Annual Report 2021 |
Severina has been Deputy CEO and COO of the combined Sunrise UPC business since November 16, 2020. Prior to this, Severina held several leadership
roles within Liberty Global, most recent as CFO and Deputy CEO of Virgin Media. She served as CEO at UPC Switzerland between 2018 and 2020, CEO of
UPC CEE between 2015 and 2018, and as CEO UPC Romania between 2010 and 2015. Severina joined Liberty Global in 2008.
Amy Blair, director (°1966)
Amy Blair is Senior Vice President and Chief People Officer for Liberty Global, a world leader in converged broadband, video and mobile communications
services, with 36,000 employees across its operations and 85 subscribers throughout Europe and the United Kingdom.
Ms. Blair is responsible for leading Liberty Global’s Human Resource function, including its global People Strategy -a purpose-driven and strategically-
aligned approachacross talent, organization, culture, engagement, performance management, reward, leadership and internal communications. A
member of the Executive Leadership team, Ms. Blair oversees critical global people, transformation & change activities resulting from significant business
restructurings and the company’s 400 M&A transactions spanning Asia Pacific, Latin America and Europe in the last 15 years.
A 30-year industry veteran, Ms. Blair joined Liberty Global in its start-up phase in Denver, Colorado and has held numerous international leadership
positions including Vice President of Operations Management and Managing Director of Human Resources for European operations, both based in
Amsterdam, The Netherlands. Today, Ms. Blair serves her current role from the company’s Global Headquarters in Denver. She has founded flagship
programs Fast Forward, Lead Forward and Aspire to Inspire, the company’s emerging and top leadership curricula, and its women’s leadership network -
each fostering rising talent and a conscious culture of values-based learning. In 2020, she helped establish Liberty Global’s Diversity, Equity and Inclusion
(“DE&I”) Council, where she continues to play an active role, as well as oversees the company’s broader DE&I agenda.
An active sponsor of various industry and civic organizations, Ms. Blair currently serves on the Board of Directors and Remuneration Committee of Telenet
in Belgium, the Board of Directors of The Cable Center, and the Executive Advisory Board for the Daniels School of Business at the University of Denver. In
2013, she was awarded Woman of the Year by Women in Cable Telecommunications Rocky Mountain Chapter.
Ms. Blair holds a Bachelor of Arts & Sciences from The Colorado College and a Masters of Business Administration from the University of Denver.
Enrique Rodriguez, director (°1962)
Enrique joined Liberty Global as Executive Vice President & Chief Technology Officer in 2018, leading Liberty Global’s technology development and
operations teams.
Liberty Global’s technology organization powers the product development and operations as well as tech strategy for common platforms across Liberty’s
operating companies and partner markets.
Enrique has over 35 years of experience at high-technology, Fortune 500 global businesses, including TiVo where he was president and CEO, AT&T, Cisco,
Thomson, SiriusXM and Microsoft. He is a recognized industry expert in the media, television and Internet service provider business with strong reputation
for execution of complex, large-scale, multi-billion dollar service programs.
Lieve Creten (representing Lieve Creten BV) , candidate independent director (°1965)
Until April 2021, Lieve Creten has been a partner at Deloitte in Belgium for more than 20 years. She was one of the founding partners of the Belgian
M&A practice working for national and international investors in various sectors. She headed the Financial Advisory business as managing partner from
2008 to 2019. During this time, she also served as a member of the executive committee of Deloitte Belgium. In addition, she was part of the global
executive team of Deloitte Financial Advisory from 2015 until 2021 focusing on talent related matters. Early in her career, in 1994, she briefly worked
abroad at Deloitte USA.
Lieve Creten is currently a board member, a member of the remuneration committee and chair of the audit committee of Barco NV, a board member and
member of the audit committee of Elia Transmission Belgium SA/NV and a board member of OCB Doctors Without Borders.
Mrs. Creten holds a master’s degree in business engineering from the University of Leuven (Belgium) as well as a postgraduate degree in tax sciences.
Since 1995, she is a certified public accountant. Lieve Creten has written various articles on M&A and has been a speaker on many events and seminars in
the M&A domain.
Dirk Van den Berghe (representing Dirk JS Van den Berghe Ltd.), candidate independent director (°1963)
Until 2021, Dirk Van den Berghe held top executive positions at Walmart Inc., his most recent one being Executive Vice President and Regional CEO of
Asia, Canada and Global Sourcing and in particular, leading Walmart’s investment in Flipkart, a leading e-commerce and fintech platform in India, and
overseeing Walmart’s e-commerce partnerships and retail operations in Canada, China and Japan. He was also Senior Vice President and CEO of Walmart
Canada from 2014 until 2016. Before joining Walmart, Dirk Van den Berghe was active at Delhaize group (now called Ahold Delhaize NV) between 1999
and 2014 during which he held various SVP positions and was appointed CEO of Delhaize Benelux in 2011.
During the early days of his career, Dirk Van den Berghe was active as a trade diplomat for ten years serving as the Commercial Attache for Belgium in
Sofia, Bulgaria and subsequently as a representative of the Flemish Trade and Investment Federation (now called Flanders Investment & Trade) in Bangkok,
Thailand and New York, USA. He started his career with a position at Unilever, followed by a job at Metallo Chimique.
Telenet | Annual Report 2021 | 65
Dirk Van den Berghe is currently the non-executive chairman of the board of The Very Group Ltd. (UK & Ireland), non-executive commissioner and
chairman of the remuneration committee of GoTo Company (Indonesia) and a non-executive director of the board of directors of the Colruyt Group (Etn.
Fr. Colruyt NV). He advises on consumer goods, retail, e-commerce, health, fintech and technology. He was previously a board member of Flipkart,
JD.com Inc., Walmart Canada Bank Corp. (now called Duo Bank), Reynaers Aluminium NV, AMS Sourcing B.V., Summit Committee of the Consumer
Goods Forum and Export Flanders (now Flanders Investment & Trade EVA).
Mr. Van den Berghe holds a PhD in Economics from the University of National and World Economy (Sofia, Bulgaria) and a master’s degree in business
management from the University of Gent (Ghent, Belgium). He has also been a visiting scholar including guest professor positions at McGill University,
Hongkong University, IIM Ahmebadabad, Solvay Business school, Ichec and many other universities.
John Gilbert, candidate independent director (°1963)
John Gilbert was formerly a Managing Director and Senior Country Officer for JPMorgan in Europe. John joined JPMorgan in New York in 1985, moved to
London in 1999 and retired in 2014. During that time, John spent many years leading JPMorgan's investment banking efforts in the Benelux region as
well as directly managing many TMT relationships as a senior banker. Currently, John is the Executive Vice President and Chief Financial Officer of The
Conservation Fund in the United States. The Conservation Fund has a dual mission to preserve America's most important natural and cultural resources
as well as supporting sustainable economic development.
John is a graduate of Duke University (Durham, NC).
Madalina Suceveanu, candidate director (°1970)
Madalina Suceveanu held various senior leadership positions at Vodafone Group Plc since 2014, including CTO of the European Cluster, Turkey and Egypt
and CTO of Vodafone Ireland. She is responsible for overseeing technology strategy execution, technology investment, innovation facilitation and talent
management across seven Vodafone markets in Europe as well as in Egypt and Turkey. She is also responsible for technology integration of the acquired
Liberty Global Plc operations since 2018 and served as Chief Networks Officer in Germany since October 2021.
Before her career at Vodafone, she held various responsibilities at Orange Romania S.A. between 1997 and 2013, her most recent one being the Chief
Technology Officer, which she exercised for 3 years.
Madalina Suceveanu was also member of the board of directors of Vodafone Ireland Foundation, Orange Foundation, Netshare In Ireland and SIRO-Joint
Venture with Electricity Company in Ireland.
Ms. Suceveanu holds a Master of Science degree from the Electronic and Telecommunication faculty of the Polytechnic University of Bucharest (Romania).
In 2017, Madalina Suceveanu was recognised as one of the top 25 female technology leaders in the world by Silicon Republic 2017.
André Sarens, observer (°1952)
André Sarens has served as a director of the Company from December 2003 until April 2012. Since April 2012, he has been appointed as observer to the
board of directors. Mr. Sarens was until October 2017 Grid Participations Manager at Engie, having previously held numerous senior finance and
administration positions related to Engie Electrabel’s utility service distribution activities in Belgium. In these capacities, he has represented Electrabel and
the mixed intermunicipalities in their business dealings with Telenet from 1999. Mr. Sarens served on the board of directors of several of the mixed
intermunicipalities in Belgium, and held several board positions in Engie Electrabel affiliates such as Electrabel Green Projects Flanders and Electrabel
Customers Solutions.
8.5.2 Functioning of the board of directors
The board of directors pursues sustainable value creation by Telenet, by setting Telenet's strategy, putting in place effective, responsible and ethical
leadership and monitoring Telenet's performance. In order to effectively pursue such sustainable value creation, the board of directors upholds an
inclusive approach that balances the legitimate interests and expectations of shareholders and other stakeholders, such as customers, employees, and in
general the community in which Telenet is active. The board of directors further advises, supports and monitors the Senior Leadership Team in the
fulfillment of its duties and constructively challenges the Senior Leadership Team whenever appropriate. The board members are available to give advice,
also outside of board meetings.
Telenet has opted for a "one-tier" governance structure. As a result, the Board is authorized to perform all actions which are necessary or useful for
fulfilling the corporate purpose of Telenet, except for those matters which are expressly reserved to the general shareholders' meeting by law, or as
specified in the articles of association. In particular, the board of directors represents Telenet and executes the responsibilities entrusted to it by law
including, but not limited to, with respect to the budget, important commercial contracts, co-operations and acquisitions, accounting rules, approval of
the periodic financial reporting, financing transactions, issuing proposals to the general shareholders' meeting, and external communication to
shareholders and other stakeholders. For further details in this respect, reference is made to the Corporate Governance Charter 2020.
The board of directors convenes as often as the interest of the Company requires, sufficiently regularly to perform its duties effectively, and in any case at
least four times a year. The functioning of the board of directors is regulated by the articles of association and the provisions of the Corporate
Governance Charter.
66 | Telenet | Annual Report 2021 |
The board of directors is assisted by two permanent committees: (i) the Audit and Risk Committee, and (ii) the Remuneration and Nomination Committee.
In addition, the Board can, on an ad hoc basis set up specialized committees in order to advise the board of directors in respect of decisions to be taken,
to give comfort to the board of directors that certain issues have been adequately addressed and, if necessary, to bring specific issues to the attention of
the board of directors. The existence of the committees does not decrease the responsibility of the board of directors as a whole and the committees do
not have the power to take binding decisions, as the decision making remains the collegial responsibility of the board of directors, nor shall the
committees formulate Telenet's strategy.
In the year ended December 31, 2021, seven scheduled board of directors meetings and eight non-scheduled board of directors meetings took place.
In principle, the decisions are taken by a simple majority of votes. However, the board of directors strives to take the resolutions by consensus.
In accordance with the Corporate Governance Charter, the directors have a duty to place Telenet's interests above their own and will avoid to perform
any actions, to defend certain positions, and to pursue certain interests, if this would conflict, or would give the impression to conflict, with the interests
of Telenet. When the board of directors takes a decision, the directors shall disregard their potential personal interests and refrain from using business
opportunities intended for Telenet for their own benefit.
Board members are required to inform the board of directors of any conflict of interests that could in their opinion affect their capacity of judgment. In
particular, at the beginning of each board or committee meeting, the board members declare whether they have any conflict of interests regarding the
items on the agenda. Each board member is, in particular, attentive to conflicts of interests that may arise between the Company, its board members, its
significant or majority shareholder(s) and other shareholders.
In the possible case of a conflict of interest of a financial nature falling within the meaning of article 7:96 of the Belgian Code of Companies and
Associations, the relevant director shall take no part in any deliberations or voting related thereto. Any abstention from voting as a result of a conflict of
interest will be disclosed in accordance with the relevant legal provisions. If the conflict does not fall within the scope of article 7:96 of the Belgian Code
of Companies and Associations, the board of directors will decide, under the lead of its chairman, which procedure it will follow to protect the interests of
the Company and all its shareholders. In the next annual report, the board of directors will explain why this procedure was chosen. In the event of a
substantial conflict of interests, the board of directors will consider communicating as soon as possible on the procedure followed, the most important
considerations and the conclusions.
In 2021, article 7:96 of the Belgian Code of Companies and Associations has been applied twice. In 2022, article 7:96 of the Belgian Code of Companies
and Associations has so far been applied once. More information can be found in section 8.5.6 of this Statement.
The members of the board further look after the interests of all shareholders on an equivalent basis and are required to act according to the principles of
reasonableness and fairness. Considering that the majority of Telenet shares are held by the Liberty Global Group, the board of directors makes
considered use of its position and takes special care to prevent conflicts of interests and to respect the rights and interests of minority shareholders. Any
proposed related party transaction or arrangement falling within the scope of article 7:97 of the Belgian Code of Companies and Associations shall be
submitted to a committee of three independent directors in accordance with such article and shall only be entered into after review by the committee of
independent directors provided in article 7:97 of the Belgian Code of Companies and Associations.
8.5.3 Evaluation of the board of directors
Upon initiative of the chairman, the board of directors assesses its efficiency at least every three years in order to achieve possible improvements in its own
performance and its interaction with management. In this respect, particular attention is paid to:
(i)the size, composition and functioning of the board of directors and its committees;
(ii)the thoroughness with which material subjects and decisions are prepared and discussed;
(iii)the actual contribution of each director in terms of presence at the board of directors and/or committee meetings and the constructive
involvement in the deliberation and resolutions;
(iv)the application of the corporate governance rules within Telenet and its bodies.
The evaluation exercise is usually performed by means of a questionnaire, to be filled out by all board members. The completed questionnaires are
collected by the company secretary, and the results thereof are presented to the Remuneration and Nomination Committee and the board of directors.
The last evaluation took place in July 2020, and the board of directors of December 2020 assessed and discussed the results of the same.
In addition, the board of directors applies a transparent procedure through which, at the end of each board member’s term, the Remuneration and
Nomination Committee evaluates the board member’s presence at the board and/or committee meetings, their commitment and their constructive
involvement in discussions and decision-making. The committee hereby also assesses whether the contribution of each board member is adapted to
changing circumstances.
Once a year, the non-executive directors also make an evaluation of their interaction with the SLT, whereby they meet in the absence of the executive
directors and the management of the Company.
Telenet | Annual Report 2021 | 67
Finally, given the increasing impact and importance of corporate social responsibility and sustainability on Telenet’s business, the board of directors
decided in 2013 that the design, implementation and monitoring of Telenet’s corporate social responsibility and sustainability program would be
discussed and approved at full board level. The board of directors also formally reviews and approves the Company’s sustainability report and ensures that
all material aspects are covered. On July 27, 2021, Telenet formally approved the Sustainability Report 2020. More information on the Telenet
Sustainability program can be found in section 7 of this Financial Report.
The board of directors undertakes to act on the results of the performance evaluations. Where appropriate, this will involve proposing new board
members for appointment, proposing not to re-appoint existing board members or taking any measure deemed appropriate for the effective operation of
the board.
68 | Telenet | Annual Report 2021 |
8.5.4 Board Committees
In accordance with the relevant legal requirements, the board of directors has established an Audit and Risk Committee and a Remuneration and
Nomination Committee. On December 31, 2021, the two board committees were composed as follows:
Name
Audit and
Risk
Committee
Remuneration
and
Nomination
Committee
Bert De Graeve (IDw Consult BV)
CM
Jo Van Biesbroeck (JoVB BV)
CM
•
Amy Blair
•
Christiane Franck
•
Severina Pascu
•
CM: Chairman
The Audit and Risk Committee
The Audit and Risk Committee assists the Board in fulfilling its monitoring responsibilities in respect of control in the broadest sense, including risks. The
primary tasks of the Audit and Risk Committee consist of:
•monitoring the financial reporting by the Telenet Group and making recommendations or proposals to ensure the integrity of the process;
•monitoring the consequent application of the accounting rules for the Telenet Group and the criteria for the consolidation of the accounts of
the Telenet Group;
•monitoring the independent audit of the annual accounts and the consolidated accounts including follow-up on questions and
recommendations of the statutory auditor;
•identification, monitoring and reviewing potential related party transactions, and ensuring compliance with Article 7:97 Belgian Code of
Companies and Associations;
•the assessment and review of the disclosures with respect to internal audit and risk management, as included in the annual report;
•informing the board of directors of the results of the statutory audit of the annual accounts and the consolidated annual accounts and explain
how the statutory audit of the annual accounts and the consolidated annual accounts has contributed to the integrity of the financial reporting
and the role that the Audit and Risk Committee has played in this respect;
•monitoring the effectiveness of the systems for internal control and risk management of Telenet and, in case the internal audit function is
outsourced, selection of the external professional audit firm that will take up the role as internal auditor, approval of the internal audit charter
determining amongst others the composition, organisation, role, objectives, responsibilities and reporting of the internal audit function,
monitoring of the internal audit and its effectiveness, taking into account whether such external professional audit firm has the necessary
resources and skills adapted to Telenet’s nature, size and complexity;
•the assessment and review of the independent character of the statutory auditor, in particular the assessment on whether the provision of
additional services to the Telenet Group is appropriate. The Audit and Risk Committee hereby analyses together with the statutory auditor, the
threats to their independence and the measures that have been taken to mitigate those threats, when the total fees for non-audit services are
higher than the legally determined criteria. The Audit and Risk Committee further makes recommendations to the board of directors for the
appointment of the auditor and determines the policy with respect to the non-audit services;
•the assessment and review of the arrangements in place according to which the staff members can express in a confidential way their concern
about possible irregularities regarding the financial reporting or other matters within Telenet, as well as the proportionate and independent
investigation of such matters and the appropriate follow-up actions. Such concerns can be addressed to the chair of the Audit and Risk
Committee directly;
•the assessment and review of the systems for internal audit and risk management, as installed by the Senior Leadership Team (at least once a
year), as well as the Senior Leadership Team’s responsiveness to the findings of the internal audit function and to the recommendations made
by the Audit and Risk Committee and in the external auditor’s management letter; and
•the assessment and review of the installation and the functioning of an internal audit structure (amongst which making recommendations on
the selection, (re)appointment or resignation of the head of internal audit and the selection and appointment of specialised external
consultants and on the budget allocated thereto).
Telenet | Annual Report 2021 | 69
The Audit and Risk Committee reports regularly to the board of directors on the exercise of its duties and in any event when the board is preparing the
annual accounts, the consolidated annual accounts, and the condensed financial statements intended for publication.
The Audit and Risk Committee is composed of three members, including two independent directors of the Company, of whom one is the chairman. All
members are non-executive directors. One director is appointed upon nomination of Liberty Global.
All current members contribute broad experience and skills regarding financial items, which have a positive impact on the committee’s operation. This
composition conforms to article 7:99 §2 of the Belgian Code of Companies and Associations within listed companies, and the Corporate Governance
Code 2020. The meetings of the Audit and Risk Committee are also attended by Mr. André Sarens in his capacity of observer to the board of directors.
With regard to the competences of the members of the Audit and Risk Committee, particular reference is made to the biography of Mr. Jo Van
Biesbroeck, chairman of Telenet's Audit and Risk Committee, in section 8.5.1 c) of this Statement. Further reference is made to the biographies of Ms.
Severina Pascu and Ms. Christiane Franck, members of the Audit and Risk Committee, in section 8.5.1. c) of this Statement.
The Audit and Ri sk Committee meets sufficiently regularly to execute its duties effectively and at least four times a year. Where necessary and
appropriate, the Committee meetings can also take place using video, telephone or internet-based means. The Audit and Risk Committee also meets at
least annually with the external auditor without the presence of the executive management.
Each year, the Audit and Risk Committee revises its internal regulation, evaluates its own efficiency and makes recommendations to the Board if changes
are useful or required.
In the year ended December 31, 2021, the Audit and Risk Committee convened seven times, to review and discuss the quarterly, semi-annual and annual
financial statements before submission to the board of directors and, subsequently, publication. At all of these meetings, the external and internal
auditors were invited in order to discuss matters relating to internal control, risk management and any issues arisen from the audit process. The Audit and
Risk Committee further discussed and advised the board of directors about procedures for and monitoring of financial reporting to its majority
shareholder Liberty Global.
The Company has established a whistleblowing procedure, which has been reviewed by the Audit and Risk Committee and approved by the board of
directors. This whistleblowing facility is available through the Company’s intranet for employees and via the Company’s corporate website for external
parties. This allows employees of the Company as well as ex-employees, suppliers, contractors, business partners and all other third parties with whom
the Company has a business relationship to report any unethical behavior for investigation. It is encouraged to report any conduct they believe violates
the Telenet Code of Conduct or any applicable law, rule or regulation as promptly as possible. Complaints can be reported in confidence via a web-based
reporting system (24 hours a day, seven days a week) and can be made anonymous if requested. Complaints received through the reporting website are
handled by the Compliance team in consultation with the chairman of the Audit and Risk Committee.
The chairman of the Audit and Risk Committee reports on the matters discussed in the Audit and Risk Committee to the board of directors after each
meeting and presents the recommendations of the Audit and Risk Committee to the board of directors for decision-making.
The Remuneration and Nomination Committee
The Remuneration and Nomination Committee assists, reviews and makes proposals to the Board in relation to the matters as set out hereunder.
The principal tasks of the Remunera tion and Nomination Committee with respect to remuneration include:
•formulating proposals to the board of directors with respect to the remuneration policy of non-executive directors and executive management
(and the resulting proposals to be presented by the board of directors to the shareholders);
•the remuneration policy for the Senior Leadership Team (and the resulting proposals to be presented by the board of directors to the
shareholders) including with respect to the principal contractual provisions (e.g. pension and termination regulations), the relationship and
balance between fixed and variable remuneration, the performance criteria, fringe benefits, and the granting of stock-based compensation;
•the individual remuneration of directors and members of the Senior Leadership Team, including variable remuneration and long-term incentive
programs, whether or not related to securities, stock options or other financial instruments, as well as severance payments (and the resulting
proposals to be presented by the Board to the shareholders), as well as the regular review thereof; and
•the annual review of the Senior Leadership Team’s performance and on the realization of Telenet’s strategy against agreed performance
measures and targets.
The principal tasks of the Remuneration and Nomination Committee with respect to nomination include:
•the periodical evaluation of the size and composition of the board of directors and making relevant recommendations to the board of directors
with respect to changes thereto;
70 | Telenet | Annual Report 2021 |
•the (re-)appointment of board members and the preparation of plans for the orderly succession of board members, as well as leading the
(re-)appointment process of board members, including through (i) scouting for potential directors and submitting their applications to the
board, (ii) elaborating an objective and professional (re)appointment procedure for directors, (iii) making recommendations with respect to
candidate-directors and (iv) submitting the resulting proposals to be presented by the board to the shareholders;
•the appointment and succession of the members of the Senior Leadership Team, including the CEO, thereby also ensuring that appropriate
talent development programs and programs to promote diversity in leadership are in place; and
•the recruitment and retention policies.
The Remuneration and Nomination Committee further prepares the remuneration report to be included in the corporate governance statement by the
board of directors and the presentation of this remuneration report at the annual general shareholders’ meeting.
The Committee is composed exclusively of non-executive directors and has three members. Two members are independent directors of the Company. The
chairman of the board of directors also serves as chairman of the Remuneration and Nomination Committee. The members of the Committee have
ample experience in remuneration matters, amongst others because they have taken up senior executive roles in large companies in other stages of their
careers.
The Remuneration and Nomination Committee meets sufficiently regularly to execute its duties effectively and convenes at least twice a year. The CEO
participates in the meetings of the committee in an advisory capacity when the committee discusses the remuneration of the other members of the SLT.
In the year ended December 31, 2021, the Remuneration and Nomination Committee met six times in the presence of the CEO (except for those matters
where the CEO was conflicted). Among other matters, the Committee addressed the determination of the remuneration package of the CEO and the SLT,
the composition of the different board committees, the design of the Long Term Incentive Plan ("LTI") and the granting thereof to the CEO, the SLT and a
selected number of employees.
The chairman of the Remuneration and Nomination Committee reports on the matters discussed in the Remuneration and Nomination Committee to the
board of directors after each meeting and presents the recommendations of the Remuneration and Nomination Committee to the board of directors for
decision-making.
Telenet | Annual Report 2021 | 71
8.5.5 Attendance
The attendance overview of the board and committee meetings has been set out hereunder. In this overview, all meetings are presented (not solely the
annual pre-scheduled meetings). Also, frequent touch points were organized in order to keep the Board members informed at all times on evolutions in
major strategic files. These touch points are not presented in the below overview.
Name
Board of Directors (15)
Audit and Risk
Committee (7)
Remuneration and
Nomination
Committee (6)
Bert De Graeve (IDw Consult BV)
15 of (15) CM
6 of (6) CM
John Porter
15 of (15)
Jo Van Biesbroeck (JoVB BV)
15 of (15)
7 of (7) (CM)
5 of (6)
Christiane Franck
13 of (15)
7 of (7)
Charles H. Bracken
11 of (15)
Manuel Kohnstamm
12 of (15)
Enrique Rodriguez
11 of (15)
Severina Pascu
11 of (15)
6 of (7)
Amy Blair
14 of (15)
6 of (6)
André Sarens (Observer)
15 of (15)
7 of (7)
CM: Chairman
8.5.6 Application of legal rules regarding conflicts of interest
8.5.6.1 Conflicts of interest in the meaning of article 7:96 of the Belgian Code of Companies and
Associations
During the meetings of the board of directors of February 9, 2021 and July 27, 2021, article 7:96 of the Belgian Code of Companies and Associations was
applied.
During the meeting of the board of directors of February 9, 2021, article 7:96 of the Belgian Code of Companies and Associations was applied.
At the meeting of February 9, 2021, the board of directors discussed, amongst other items, the determination of the bonus & merit for the CEO. The
minutes of the meeting mention the following in this respect:
"Prior to the reporting on the discussions held within the Remuneration and Nomination Committee of February 4, 2021 and the deliberation and
resolving on some of these items in particular the determination of bonus & merit for the CEO, Mr. John Porter (CEO and Managing Director) informs the
Board that he has a (potential) conflict of interest regarding this decision in the meaning of Article 7:96 of the Belgian Code of Companies and
Associations.
Mr. John Porter declares that he will inform the Company's auditor on this conflict of interest. He then leaves the meeting for this specific agenda item.
The Chairman also asks the other members of the Senior Leadership Team to leave the meeting with respect to the reporting of the Remuneration and
Nomination Committee.
The Chairman of the Remuneration & Nomination committee reports on the discussions held on the determination of bonus & merit of the CEO within
the meeting of the Remuneration & Nomination Committee of February 4, 2021. The Committee decided:
•unanimously decides that the CEO will be awarded 107.3% of his annual remuneration, i.e. a bonus of 675,990 Euro; and
•unanimously advises the board of directors to approve this bonus amount for the CEO.
After discussion and taking into account the recommendation of the Remuneration & Nomination Committee, the Board decides to confirm, approve and
endorse, the extent necessary, the bonus and merit attributed to the CEO."
During the meeting of the board of directors of July 27, 2021, article 7:96 of the Belgian Code of Companies and Associations was applied.
At the meeting of July 27, 2021, the board of directors discussed, amongst other items, the KPIs for the Performance Share Plan 2021 of the CEO. The
minutes of the meeting mention the following in this respect:
"Prior to the reporting by the Chairman and the deliberation and decision by the Board on this matter, Mr John Porter declares that in his capacity as CEO
he has a potential conflicting interest falling within the scope of Article 7:96 of the Belgian Code on Companies and Associations. Mr John Porter leaves
the Board meeting during the discussion of this topic and therefore does not participate in the deliberations or voting hereon.
72 | Telenet | Annual Report 2021 |
The Chairman then notes that the same financial KPI’s have been adopted as for the standard Performance Shares Plan (LTI grant 2021) with the same
weight. As regards non-financial KPI’s, these also relate to (i) the implementation and success of the sustainability strategy, and (ii) people development
and engagement, each with a weight of 10%, but also include a 91% gender pay gap target. The Committee decided to approve the financial and non-
financial KPI’s and the weight accorded to the non-financial KPI’s, and recommends the Board to approve the 2021 Performance Shares Plan of the CEO
as presented to the Committee.
The Board, after review and deliberation decided in furtherance of its approval given during its meeting of 27 April 2021 on the 2021 Performance Shares
Plan of the CEO to further confirm, approve and ratify, to the extent necessary, the standard Performance Shares Plan (LTI grant 2021) as presented and
the performance KPI’s as approved by the Remuneration Committee, including but not limited to the financial KPI’s. The Board further mandates the
Committee to further review, amend, clarify and update these performance KPI’s as it deems appropriate."
During the meeting of the board of directors of February 8, 2022, article 7:96 of the Belgian Code of Companies and Associations was applied.
At the meeting of February 8, 2022, the board of directors discussed, amongst other items, the determination of the bonus for the CEO. The minutes of
the meeting mention the following in this respect:
"Prior to the reporting on the discussions held within the Remuneration and Nomination Committee of February 3, 2022 and the deliberation and
resolving on some of these items in particular the determination of bonus for the CEO, Mr. John Porter (CEO and Managing Director) informs the Board
that he has a (potential) conflict of interest regarding this decision in the meaning of Article 7:96 of the Belgian Code of Companies and Associations.
Mr. John Porter declares that he will inform the Company's auditor on this conflict of interest. He then leaves the meeting for this specific agenda item.
The Chairman also asks the other members of the Senior Leadership Team to leave the meeting with respect to the reporting of the Remuneration and
Nomination Committee.
The Chairman of the Remuneration & Nomination committee reports on the discussions held on the determination of bonus for the CEO within the
meeting of the Remuneration & Nomination Committee of February 3, 2022. The Committee decided:
•unanimously decides that the CEO will be awarded a bonus of 100.00% of his annual remuneration, i.e. a bonus of 630,000 Euro; and
•unanimously advises the board of directors to approve this bonus amount for the CEO.
After discussion and taking into account the recommendation of the Remuneration & Nomination Committee, the Board decides to confirm, approve and
endorse, the extent necessary, the bonus attributed to the CEO."
8.5.6.2 Conflicts of interest in the meaning of article 7:97 of the Belgian Code of Companies and
Associations
When important decisions and transactions made by Telenet involving parties related to it within the meaning of IAS 24, they are subject to the decision-
making procedure as set out in Article 7:97 of the Belgian Code of Companies and Associations. To the extent the decision or transaction would not be
exempt from such procedure as provided for in said article, This entails, inter alia, that a committee of three independent directors provides the Board of
Directors with a reasoned opinion on the proposed decision or transaction before the Board deliberates on the decision or transaction.The statutory
auditor assesses whether there are any material inconsistencies in the financial and accounting information appearing in the Board’s minutes and the
Committee's opinion, and in the information it has for performing its audit.
During the meeting of the board of directors of December 20, 2021, article 7:97 of the Belgian Code of Companies and Associations was applied.
At the December 20, 2021 meeting, the board of directors discussed, among other items, a transaction consisting of the 1-year prolongation by Telenet
Group NV and Telenet BV, of an agreement with Liberty Global B.V. under which the Horizon 4 video platform and the related Horizon Go application, is
made available to the Telenet group, primarily through licensing.
This agreement qualified as a decision or transaction related to relations between a listed entity (and/or its subsidiaries) on the one hand and companies
which are affiliated to the listed entity on the other hand, excluding relations between the listed entity and its fully-owned subsidiaries, as set out in article
7:97 of the Belgian Code of Companies and Associations.
The decision of the committee of independent directors reads as follows:
"Opinion. Supported by the report issued by the Independent Expert, the Committee is of the opinion that the EOS Programme Extension Term Sheet
offers the Company the possibility to continue the EOS Programme at terms and conditions (including, for the avoidance of doubt, financial conditions
such as price) which are market practice, and allows the Company to achieve, in its corporate benefit, its objective to continue to offer to its customers a
video platform that, in line with its entertainment strategy, is high end and feature rich, for one additional year.
Opinion on whether or not the proposed transaction is manifestly illegitimate
Considering the above and after deliberation, the Committee is of the opinion that the Proposed Transaction:
Telenet | Annual Report 2021 | 73
a.is not of a nature to cause the Company a disadvantage which, in light of the strategy of the Company, is manifestly illegitimate; and
b.is in the interest of the Company and does not cause a disadvantage to the Company which would not be outweighed by benefits for the
Company."
The relevant part of the minutes of the board of directors reads as follow s:
"Following the deliberation in accordance with article 7:97 BCCA as set out before, the Board, excluding Charles H. Bracken, Enrique Rodriguez, Amy
Blair, Manuel Kohnstamm and Severina Pascu for the reasons as set out above, unanimously RESOLVES to approve the Proposed Transaction and the EOS
Programme Extension Term Sheet, as well as the press release regarding the Proposed Transaction as required pursuant to article 7:97, §4/1 BCCA."
The conclusion of the statutory auditor reads as follows:
"Based on our assessment, nothing has come to our attention that would cause us to conclude that the financial and accounting data included in the
opinion of the committee of independent directors dated December 6, 2021 and in the minutes of the board of directors dated December 20, 2021,
which motivate the proposed transaction, are not fairly presented in all material respects or are materially inconsistent with the information in our
possession in the context of our statutory auditor’s engagement."
8.5.7 Comments on the measures taken to comply with the legislation concerning insider dealing
and market manipulation (market abuse)
The legal framework for the market abuse rules applicable to Telenet and its stakeholders consists principally of Regulation No 596/2014 on market abuse
(the Market Abuse Regulation), together with its implementing European and Belgian regulations, as well as ESMA and FSMA guidance (the Market
Abuse Framework). A key concept under the Market Abuse Framework is “Inside Information”. For Telenet, this is information relating to the Group
or Telenet’s shares and debt instruments that is precise, not public and that would, if it were made public, likely have a significant effect on the prices of
the Telenet’s shares and debt instruments (or on the price of related derivative financial instruments).
Telenet has implemented the Market Abuse Framework through its Dealing Code (as amended from time to time) which is made available to all
employees, temporary staff, Board members, managers, consultants and advisers of the Group, as well as to investors thought the corporate website of
Telenet (https://investors.telenet.be). The Dealing Code is intended to ensure that any persons who are in possession of Inside Information at any given
time, do not misuse, and do not place themselves under suspicion of misusing, such Inside Information (e.g. by buying or selling shares or other securities
of Telenet on the basis of Inside Information) and to ensure that such persons maintain the confidentiality of such Inside Information and refrain from
market manipulation. The Dealing Code further also includes specific rules applicable to the members of the Board and the Senior Leadership Team and
their closely associated persons and legal entities.
Telenet has ensured that the Dealing Code, together with supporting training materials, is made available to all employees, temporary staff, members of
the boards of directors (or equivalent), managers, consultants and advisers of the Telenet Group. In addition, Telenet organizes regular training sessions to
persons who could potentially become in possession of inside information to further ensure compliance with the market abuse rules and regulations and
the Dealing Code.
Furthermore, in accordance with the standing policies of Telenet, information barriers are in place. These policies seek to ensure that confidential
information which could potentially qualify as inside information is known only to persons who are:
a.directly involved in the relevant matter; or
b.responsible for determining whether an obligation to announce the information has arisen and/or determining whether such disclosure can be
delayed.
Moreover, all persons to which any confidential information which could potentially qualify as Inside Information is disclosed in the normal course of
exercise of employment, profession or duties are bound by a duty of confidentiality, whether on the basis of the law, regulations, a contract or otherwise.
In addition, any dealings in Telenet securities by persons discharging managerial responsibilities and persons closely associated, are reported as soon as
possible to the FSMA, as well as to the Company Secretary, acting as compliance officer responsible for superv ising compliance with the market abuse
rules and regulations and the Telenet Dealing Code.
Finally, Telenet uses specialized software in order to create, maintain and report to the FSMA on (i) the logs of events which could potentially qualify as
inside information, as well as (ii) the lists of persons to whom confidential information which could potentially qualify as inside information is entrusted.
Telenet's Dealing Code was la st revised on December 2, 2020.
74 | Telenet | Annual Report 2021 |
8.6 Daily management
8.6.1 General
The CEO is responsible for the daily management of the Company. The CEO is assisted by the executive management (Senior Leadership Team or "SLT"),
of which he is the chairman, and that does not constitute a management committee within the meaning of article 7:104 of the Belgian Code of
Companies and Associations.
On April 1, 2013, Mr. John Porter was appointed as CEO of the Company. At December 31, 2021, three women were part of the Senior Leadership Team
(see below for full composition of the SLT).
At December 31, 2021, the SLT was composed as follows:
Name
Year of
birth
Position
John Porter
1957
Chief Executive Officer
Erik Van den
Enden
1978
Chief Financial Officer
Micha Berger
1970
Chief Technology Officer
Patrick Vincent
1963
EVP Customer Interactions
Jeroen Bronselaer
1978
EVP Media Telenet
Geert Degezelle
1974
EVP Telenet Business SME & LE
Martine Tempels *
1961
EVP Telenet Business SME & LE
Dieter Nieuwdorp
1975
EVP Residential & SOHO
Ann Caluwaerts
1966
EVP People, Brand & Corporate Affairs
Benedikte
Paulissen
1969
EVP Customer Journey, Digital & Data
*Martine Tempels will leave Telenet on May 31, 2022. Until her departure she remains a member of the Senior Leadership Team. Geert Degezelle has
been appointed as her successor. He started his new role as EVP Telenet Business SME & LE on September 1, 2021 and as of that date has assumed all
Martine’s responsibilities for Telenet business in the Senior Leadership Team.
The Chief Executive Officer is authorized to legally bind the Company acting individually within the boundaries of daily management and for specific
special powers that were granted to him by the board of directors. In addition, the board of directors has granted specific powers to certain individuals
within the Telenet Group. The latest delegation of powers has been published in the Annexes of the Belgian Official Journal on November 9, 2021.
8.6.2 Conflicts of interest
Pursuant to the Corporate Governance Charter, the members of the SLT have a duty to place Telenet's interests above their own and will avoid to
perform any actions, to defend certain positions, and to pursue certain interests, if this would conflict, or would give the impression to conflict, with the
interests of Telenet. When the members of the SLT take a decision, they shall disregard their potential personal interests and refrain from using business
opportunities intended for Telenet for their own benefit. Members of the SLT are required to inform the CEO of any conflict of interest that could, in their
opinion, affect their capacity of judgment. The CEO shall in turn inform the chairman of the board of directors hereof.
Considering that the members of the SLT are related to Telenet within the meaning of IAS 24, any transactions and/or business relationships between
members of the SLT and one or more companies of the Telenet Group are subject to the special decision-making procedure as set out in Article 7:97 of
the Belgian Code of Companies and Associations as described in further detail under title 8.5.6.2 above (Conflicts of interest in the meaning of article
7:97 of the Belgian Code of Companies and Associations).
Members of the SLT are required to inform the CEO of any conflict of interest that could, in their opinion, affect their capacity of judgment. The CEO shall
in turn inform the chairman of the board of directors hereof.
If any transactions and/or business relationships between members of the SLT and one or more companies of the Telenet Group would occur, such
transactions and/or business relationships shall in any event need to take place at normal market conditions.
Members of the SLT that wish to accept memberships of other corporate bodies outside the Telenet Group shall comply with the Telenet Policy
concerning additional external functions. This policy requires members of the SLT to obtain the prior approval of the Remuneration and Nomination
Committee before accepting such mandate or function. In taking its decision, the Remuneration and Nomination Committee shall, amongst others,
Telenet | Annual Report 2021 | 75
balance and consider the opportunity for the member of the SLT's professional development against the potential time constraints and conflicts of
interest that may arise.
8.6.3 Biographies of the members of the SLT
The following paragraphs set out the biographical information of the current members of the SLT of the Company:
John Porter, Chief Executive Officer
Jo hn Porter is a seasoned CEO with over 30 years of experience in the telecommunications, media and entertainment industry. Under his leadership as
CEO of Telenet, the leading provider of telecom and entertainment services in Belgium, the company has substantially diversified its portfolio, built the
largest Giga-network in Europe, led the way in fixed-mobile convergence and made bold moves in the entertainment space. He is currently also leading
the company through a profound agile and digital transformation. He is passionate about advancing diversity, promoting servant leadership and leading
with purpose.
Prior to joining Telenet, he was the CEO of AUSTAR, a leading entertainment company in Australia. He led the company from its inception until its
acquisition by Foxtel. Before that, John also worked at Time Warner (Ohio), Group W, and Westinhouse Cable Systems (Texas & Alabama).
Erik Van den Enden, Chief Financial Officer
Erik Van den Enden, Telenet’s Chief Financial Officer ("CFO") as of August 2018, has nearly 20 years of financial experience in the fast moving consumer
goods and telecom sector. He has a broad background in financial management and has held key positions in M&A, strategic and financial planning,
controlling, treasury and risk management throughout his career.
Before joining Telenet, Erik worked for over a decade at AB InBev, most recently as Vice-President “Finance Transformation and Carve-Outs” where he led
the worldwide integration and transformation of SAB Miller’s financial processes. He was also responsible for the follow-up of the synergy program
related to the acquisition of SAB Miller. Prior to this role, Erik was the driving force behind the design and the implementation of a new strategy for AB
InBev’s European markets, which allowed the business to reconnect with revenue growth as of 2015.
Before he started at InBev in 2007, Erik worked for three years at Telenet as Interconnect Manager and Product Manager for internet and telephony. Erik
Van den Enden holds a Master’s degree in Electro-Technical Engineering (KU Leuven) and also obtained a Master’s degree in General Management at the
Vlerick Management School. He followed specialized business- and finance courses at Insead and Wharton University.
Within Telenet, Erik assumes leadership over Finance, Procurement, Supply Chain, Wholesale, Strategy and M&A.
Micha Berger, Chief Technology Officer
Micha Berger joined the Telenet Group in July 2013, and he leads the activities of the Engineering and Build Department, Mobile Services and Service
Assurance as Chief Technology Officer ("CTO"). As of July 1, 2013, he also joined Telenet’s Senior Leadership Team, reporting directly to the Company’s
CEO. Under his leadership, the full HFC and Mobile network upgrade program was launched, which resulted in providing internet speeds of 1 gigabit per
second throughout Flanders and Brussels. Beginning on October 1, 2019, the Information Technology department was added to his responsibilities.
Micha is the driving force behind Telenet’s largest and biggest digital transformation program that will bring new ways of working for everyone in the
company and improve customer experience, powered by a new flexible and state-of-the-art IT platform.
Micha’s recent achievements have been recognized publicly when receiving the 2020 CTO of the year award from the Mobile Europe organization.
Prior to Telenet, Micha was part of Liberty Global, initially starting as Manager of the Engineering Department at UPC Nederland. After the experience in
the Netherlands operations, Micha joined the Liberty Global central team where he was responsible for Horizon Next Generation digital TV development
and product roll-out. Before these endeavors, he gained his first experience in the cable industry in Israel, where he was responsible for the development
of the interactive digital service platform and the roll-out of video-on-demand.
Micha lives in Brussels with his wife and three children, enjoys outdoor activities, sports and gets inspired by the combination of people and technology.
Patrick Vincent, EVP Customer Interactions
Patrick Vincent joined Telenet in September 2004 as Customer Service & Delivery Director. In 2007 he became EVP Sales & Customer operations . In 2013,
Chief Customer Officer. Since 2015 he is Chief Transformation Officer, leading the integration of BASE and SFR, including guidance in terms of operating
model, digital transformation and new ways of working. After the implementation of Agile working in Telenet, Patrick took up the role of EVP Customer
Interactions Retail Market, SoHo and BASE Brand.
Mr. Vincent started his career in 1989 in the food industry as Business Unit Manager of the cash and carry division at NV Huyghebaert. From 1994 to
1998, he was responsible for the sales division and in 1998 was promoted to Commercial Director. From 2000 to 2004, he worked at Tech Data, an IT
distribution & service company, as Sales Director for Belgium and Luxembourg, and in 2002 was promoted to the role of Country Manager for Belgium
and Luxembourg.
76 | Telenet | Annual Report 2021 |
Jeroen Bronselaer, EVP Media Telenet
Jeroen Bronselaer became CEO of SBS Belgium in November 2020. He combines this role with the role of Executive Vice President Media, responsible for
the follow-up and strategic guidance of all media assets of the Telenet group. Jeroen is a member of the Senior Leadership Team.
Jeroen joined Telenet in September 2010, and, at the very start of his career with the telco operator, was responsible for the negotiations and
relationships with broadcasters and content suppliers. In addition to this, he later also took on responsibility for Play, Play More and Play Sports of Telenet.
Jeroen joined the Senior Leadership Team in 2015 as head of the residential marketing department, assuming responsibility for positioning, branding and
marketing of all residential products of both the Telenet and the BASE brand. He remained in this role until November 2020.
Before his employment at Telenet, Jeroen was employed by the Flemish public broadcaster VRT, where he started as producer of the successful children’s
game KetnetKick, but quickly evolved to more business-oriented positions within the VRT Media department. Jeroen Bronselaer holds a master's degree
as a commercial engineer, and a post graduate degree in communication from the KU Leuven.
Martine Tempels, EVP Telenet Business SME & LE
Martine Tempels joined the Telenet Group in January 2009. She is responsible for the Telenet Group’s business-to-business division and joined the Senior
Leadership Team in October 2010. Ms. Tempels started her career in the IT sector at NCR (AT&T) and moved to EDS in 1996 assuming responsibilities as
Belux Business Unit Manager for the financial and commercial sector. In 2007, Ms. Tempels was appointed Application Service Executive for the Northern
and Central Region EMEA. Ms. Tempels holds a Master in Business and Economics from Vrije Universiteit Brussel.
Martine Tempels will leave Telenet on May 31, 2022. Until her departure she remains a member of the Senior Leadership Team. Geert Degezelle has been
appointed as her successor. He started his new role as EVP Telenet Business SME & LE on September 1, 2021and as of that date has assumed all Martine’s
responsibilities for Telenet business in the Senior Leadership Team.
Geert Degezelle, EVP Telenet Business SME & LE
Geert Degezelle joined the Telenet Group in February 2021. He is responsible for the Telenet Group’s business-to-business division and joined the Senior
Leadership Team in September 2021. And as of that date has assumed all Martine Tempels responsibilities in the Senior Leadership Team.
Mr. Degezelle started his career in the ICT sector at Simac with an expertise in OSS/BSS for telecom & financial service operators. In 2005 Mr. Degezelle
moved to ICT integrator Telindus (acquired later by Proximus). During this period Mr. Degezelle held different functions in telecom and ICT within the B2B
market of Proximus (fix/mobile, cybersecurity, cloud, networking and M&A strategy). In 2015, Mr. Degezelle was appointed CEO of Telindus Netherlands.
Mr. Degezelle holds a Master in Engineering Telecommunication (HA) and an Executive MBA of Flanders Business School (by KUL).
Dieter Nieuwdorp, EVP Residential & SOHO
As of November 2020, Dieter Nieuwdorp took up a new role within the Senior Leadership Team and became responsible for the Residential Market,
SOHO & Corporate Development.
From May 1, 2014 until November 1, 2020, Dieter was as Senior Vice President Strategy & Corporate Development within the SLT responsible for the
development of the general strategy of the company and the structuring of M&A transactions and other partnerships. He also holds board positions in
several portfolio companies of the Telenet group. Mr. Nieuwdorp joined Telenet in 2007 as Corporate Counsel and Corporate Secretary and became VP
Corporate Counsel & Insurance in 2010. Prior to Telenet, he started his career as a lawyer with Loeff Claeys Verbeke (later Allen & Overy) in 1998. Mr.
Nieuwdorp holds a Master of Law degree from KULeuven and a LL.M from the University of Pennsylvania Law School.
Ann Caluwaerts, EVP People, Brand & Corporate Affairs
Ann Caluwaerts, Executive Vice-president People, Brand & Corporate Affairs, brings to the table over 30 years of experience in the global telecom as well
as local media industry. Before she began working at Telenet, Ann gained experience at BT and Lernout & Hauspie Speech Products. She has extensive
experience in strategic communications, regulatory affairs, human resources and marketing as well as managing P&L’s. Within Telenet, she is currently
responsible for human resources, brand and communication and corporate affairs. Ann graduated as civil engineer electronics (KUL) and followed
different courses at (a.o.) Insead, Londen Business School, Colombia University, Singularity University and Guberna. She regularly speaks at conferences
and academic organizations.
Benedikte Paulissen, EVP Customer Journey, Digital & Data
Benedikte Paulissen studied Applied Economics at the KU Leuven and obtained a post-graduate degree in European law at the UCL. She also worked for
Flanders Technology International, a non-profit organization established by the Flemish government to promote technology, innovation and science. In
1998, she switched to Telenet and worked at the communication department and the marketing division to promote Telenet to the general public. In
2004, she was made responsible for all direct sales channels, including telesales and sales via indirect sales channels, including own shops, dealers and
Telenet Centres. From 2011 she was also responsible for all customer service activities. The last couple of years she is driving the data & digital
transformation and the customer centric experience. In 2019 she became responsible for the data, digital and the journey-teams. In this role she is
engaging the company in managing the customer relationship and in creating a persistent focus on the customer. She is driving the organization to work
together for the optimal customer experience delivery.
Telenet | Annual Report 2021 | 77
*Martine Tempels will leave Telenet on May 31, 2022. Until her departure, she will remain a member of the Senior Leadership Team. Geert Degezelle has
been appointed as her successor. He started his new role as EVP Telenet Business SME & LE on September 1, 2021.
8.7 Remuneration report
8.7.1 Introduction
This remuneration report provides a comprehensive and complete overview of the remuneration paid or payable to the Directors and Executive
Management during 2021.
The remuneration of the directors and members of the SLT was awarded in accordance with remuneration policy as approved by the general
shareholders’ meeting held on April 28, 2021 (the Remuneration Policy). The key points of this Remuneration Policy can be summarized as follows:
1.Remuneration of directors
The remuneration of the independent directors is as follows:
•A fixed annual remuneration of the chairman of the board of directors of €120,000
•A fixed annual remuneration for each independent director of €45,000
•Attendance fees for board meetings for the independent directors €3,500, but with a maximum of €24,500 per year
•Attendance fees for the chairman of the Audit Committee for Audit Committee meetings at €4,000 per meeting
•Attendance fees for the other independent directors participating in the Audit Committee at €3,000 per meeting
•Attendance fees for independent directors participating in the Remuneration and Nomination Committee at €2,000.
The directors appointed upon nomination of the Liberty Global Group, receive an annual fixed fee of €12,000 each. For each attended scheduled meeting
of the board of directors, they receive an amount of €2,000.
The annual fixed fees are only due if the director attends at least half of the scheduled board meetings.
The observer to the board of directors of Telenet is remunerated in the same manner as the independent directors of the Company but does not receive
an attendance fee for participating in committee meetings.
The CEO, who is the only executive director, is not remunerated for the exercise of his mandate as member of the board of directors of any of the Telenet
companies.
2. Remuneration of Executive Management
The Company’s remuneration policy of the SLT is built around internal fairness and external market competitiveness. The Company strives for an optimal
mix between the different components of the remuneration package.
Each member of the SLT is remunerated by taking into account (i) his/her personal functioning and (ii) pre-agreed (company-wide and individual) targets,
linking remuneration to corporate and individual performance and aligning the interests of the members of the SLT with the sustainable value creation
objectives of the Company. For the year ended December 31, 2021, 100% of management’s bonuses depended on financial and operational targets. The
functioning of each member of the SLT was assessed on the basis of the company's competence and leadership model and relevant specific operational
objectives.
The CEO’s annual remuneration package consists of a fixed part, a variable part (partly short term and partly long term), and includes premiums paid for
group insurance and benefits in kind. The short term variable cash remuneration depends on performance criteria relating to the respective financial year.
In addition, the Remuneration and Nomination Committee can decide to grant stock options, performance shares and/or restricted shares.
The annual remuneration of the members of the SLT (excluding the CEO) consists of a fixed salary, a variable remuneration part (partly short term and
partly long term), and includes premiums paid for group insurance and benefits in kind. The short term variable cash remuneration depends on
performance criteria relating to the respective financial year. In addition, the Remuneration and Nomination Committee can decide to grant stock options,
performance shares and/or restricted shares.
The Performance Share Plans 2021, 2020, 2019 and 2018 for members of the SLT contain a provision regarding “claw back” of variable remuneration
granted in case of restatement of the Company’s financial statements. None of the Company's other share-based compensation plans, including those
with the CEO, have such "claw back" features.
For more information we refer to the Remuneration Policy prepared in accordance with Article 7:89/1 of the Companies and Associations Code as
approved by the general meeting of 28 April 2021.
78 | Telenet | Annual Report 2021 |
8.7.2 Remuneration of directors
The table below provides an overview of the individual remuneration, paid or payable in 2021, of each director and of the observer to the board of
directors, including committee fees and any remuneration received from a Group company. Given the high number of board meetings held in 2021 in
relation to for the Company highly important strategic files, and subject to approval by the general meeting of shareholders of 27 April 2022, the
attendance fees for the independent directors and the observer for meetings of the board of directors are as of 1 January 2021 no longer capped.
Upon recommendation of the remuneration and nomination committee, the company decided not to grant any variable and any profit-related incentives,
option rights, shares or other similar fees to its directors.
Taking into account the composition of the board of directors (consisting of one executive director, three independent non-executive directors and five
non-executive directors appointed on the proposal of the Company's majority shareholder), the Company decided, upon recommendation by the
Remuneration and Nomination Committee, not to apply the recommendation expressed in principle 7.6 of the Corporate Governance Code 2020 to the
Company. While the Company seeks and p ursues the alignment of all of its directors, it believes that ownership of securities in the Company by non-
executive directors could unnecessarily trigger debates, whether or not such debate has merit, on (the appearance) of potential conflict of interests. While
the board of directors does not believe that ownership of securities in the Company by directors presents such conflict of interest, the board of directors
strives for rapidity and simplicity in a fast-moving environment as the one the Company operates in and does not wish to risk to slow down any decision-
making by the board of directors with any such additional debates. The board of directors shall regularly evaluate this.
Name
Remuneration 2021
Bert De Graeve (IDw Consult BV) (CCM)
€156,500
John Porter
—
Christiane Franck
€90,500
Jo Van Biesbroeck ( JoVB BV)
€107,500
Charles H. Bracken
€32,000
Amy Blair
€36,000
Severina Pascu
€30,000
Manuel Kohnstamm
€32,000
Enrique Rodriguez
€30,000
André Sarens (*)
€69,500
CCM: Current Chairman - in function as of April 30, 2014
(*) Observer
Telenet | Annual Report 2021 | 79
8.7.3 Remuneration of Executive Management (Senior Leadership Team)
1. Total Remuneration
In application of the remuneration policy as set out in section 8.7.1, the members of the SLT received the following remuneration:
1. Fixed remuneration (1)
2. Variable remuneration
3. Other Share
Based
Remuneration
(4)
4. Group
Insurance (5)
5. Total
Remuneration
6. Proportion of Fixed and
Variable Remuneration
Base Salary
Other Benefits
One-Year Variable
(2)
Multi-Year Variable
(3)
John Porter -
CEO
€630,000
€35,121
€630,000
€515,108
€3,374,180
€308,379
€5,492,787
79%
SLT
€2,591,476
€174,639
€1,088,735
€928,809
€3,996,324
€375,808
€9,155,792
78%
Total
€3,221,476
€209,759
€1,718,735
€1,443,918
€7,370,504
€684,187
€14,648,580
Fixed
78,4%
Variable:
21,6%
(1) All monetary amounts are presented as gross figures.
(2) The reported amount is equal to the monetary value of the variable remuneration that vested in the course of the year under consideration, on the basis of performance criteria for that year.
(3) The reported amount is equal to the monetary value of the performance shares that vested in the course of the year under consideration, on the basis of performance criteria with a time span exceeding one year. It also
includes the 2018 performance shares granted to two former SLT members that partially vested during 2021.
(4) The reported amount includes the estimated gain of the vested Restricted shares and Stock options. The estimated gain of vested options amounted to 0 as all outstanding options are below strike price, so only restricted
shares are included.
(5) The contributions effectively paid during the year under consideration, to voluntary and mandatory or statutory pension arrangements.
80 | Telenet | Annual Report 2021 |
2. Remuneration using Stock Options
Within the limits of the existing stock option plans approved by the general shareholders’ meeting, the board of directors, upon recommendation of the Remuneration and Nomination Committee, can grant stock options to
the members of the SLT. Upon recommendation of the Remuneration and Nomination Committee, the board of directors decided not to make use of the possibility provided by the Remuneration Policy to grant stock options
during 2021.
The members of the SLT nevertheless still hold stock options that were awarded in previous performance years. The plans relating to such options provide in a gradual allocation of Company stock options over a period of four
years, vesting at a certain percentage per quarter. The individual participant is obliged to pay all taxes on the full theoretical package upon allocation (grant). Due to the volatility of the share over the past years, the board of
directors has decided to include a clause in the general conditions of specific plans which protects the participant up to the amount of the potential tax loss. This clause can only be invoked insofar as the participant is still
employed by Telenet five years after the grant date. The Company hereby arguably deviates from principle 7.11 of the Corporate Governance Code, with the sole purpose, however, to stimulate the acceptance ratio of the
participants and thus to ensure that their interests are aligned as much as possible with the long-term vision of the Company.
The table below provides an overview of the total the current stock options owned by each member of the SLT as at December 31, 2021.
The main conditions of the share option plan
Information regarding the reported financial year
Opening Balance
During the Year (*)
Closing Balance
1.
Plan
2.
Award Date
3.
Vesting
Date
4.
End of
Retention
Period
5.
Exercise
Period
6.
Exercise
Price of the
Share
7.
Share Options Held
at the Beginning of
the Year (2)
8.
a) Number of Share
Options Awarded
b) Value of the Underlying
Shares @ Offer Date (3)
9.
a) Number of Share Options
Vested
b) Value of Underlying Shares @
Year End
c) Value @ Strike Price
d) Gain @ Vesting Date
(4)
10.
Share Options Awarded
and Unvested(5)
John Porter - CEO
SOP 2020
11/05/2020
1/04/2024
N/A
11/5/2020 -
11/5/2025
€35.17
218,555
a)
0
a)
65,567
109,275
b)
—
b)
€2,102,062
c)
€2,305,974
d)
€—
SOP 2019
6/05/2019
1/04/2023
N/A
6/5/2019 -
6/5/2024
€46.54
185,611
a)
0
a)
37,122
55,687
b)
—
b)
€1,190,138
c)
€1,727,667
d)
€—
Telenet | Annual Report 2021 | 81
SOP 2018
6/06/2018
1/04/2022
N/A
6/6/2018 -
6/6/2023
€37.91
230,915
a)
0
a)
46,183
23,100
b)
—
b)
€1,480,627
c)
€1,750,798
d)
€—
SOP 2017
8/06/2017
1/04/2021
N/A
8/6/2017 -
8/6/2022
€51.60
200,198
a)
0
a)
20,020
—
b)
—
b)
€641,835
c)
€1,033,022
d)
€—
SOP 2016
15/4/2016
1/04/2020
N/A
15/4/2016 -
15/4/2021
€40.36
275,159
a)
0
a)
—
—
b)
—
b)
€—
c)
€—
d)
€—
Total:
1,110,438
a)
0
a)
168,892
188,062
b)
—
b)
€5,414,661
c)
€6,817,460
d)
€—
Ann Caluwaerts - EVP
SOP 2020
11/05/2020
1/04/2024
N/A
11/5/2020 -
11/5/2025
€35.17
28,594
a)
0
a)
8,578
14,298
b)
—
b)
€275,017
c)
€301,695
d)
€—
SOP 2019
6/05/2019
1/04/2023
N/A
6/5/2019 -
6/5/2024
€46.54
17,207
a)
0
a)
3,441
5,167
b)
—
b)
€110,331
c)
€160,163
d)
€—
82 | Telenet | Annual Report 2021 |
SOP 2018
6/06/2018
1/04/2022
N/A
6/6/2018 -
6/6/2023
€37.91
16,901
a)
0
a)
3,380
1,691
b)
—
b)
€108,369
c)
€128,143
d)
€—
SOP 2017
8/06/2017
1/04/2021
N/A
8/6/2017 -
8/6/2022
€51.60
11,267
a)
0
a)
1,127
—
b)
—
b)
€36,122
c)
€58,138
d)
€—
SOP 2016
15/4/2016
1/04/2020
N/A
15/4/2016 -
15/4/2021
€40.36
25,319
a)
0
a)
—
—
b)
—
b)
€—
c)
€—
d)
€—
Total:
99,288
a)
0
a)
16,527
21,156
b)
—
b)
€529,840
c)
€648,139
d)
€—
Benedikte Paulissen - EVP
SOP 2020
11/05/2020
1/04/2024
N/A
11/5/2020 -
11/5/2025
€35.17
28,594
a)
0
a)
8,578
14,298
b)
—
b)
€275,017
c)
€301,695
d)
€—
SOP 2019
6/05/2019
1/04/2023
N/A
6/5/2019 -
6/5/2024
€46.54
23,244
a)
0
a)
4,649
6,976
b)
—
b)
€149,041
c)
€216,355
d)
€—
SOP 2018
6/06/2018
1/04/2022
N/A
6/6/2018 -
6/6/2023
€37.91
22,535
a)
0
a)
4,507
2,262
b)
—
b)
€144,494
c)
€170,860
d)
€—
Telenet | Annual Report 2021 | 83
SOP 2017
8/06/2017
1/04/2021
N/A
8/6/2017 -
8/6/2022
€51.60
22,535
a)
0
a)
2,254
—
b)
—
b)
€72,247
c)
€116,281
d)
€—
SOP 2016
15/4/2016
1/04/2020
N/A
15/4/2016 -
15/4/2021
€40.36
50,446
a)
0
a)
—
—
b)
—
b)
€—
c)
€—
d)
€—
Total:
147,354
a)
0
a)
19,988
23,536
b)
—
b)
€640,799
c)
€805,191
d)
€—
Dieter Nieuwdorp - EVP
SOP 2020
11/05/2020
1/04/2024
N/A
11/5/2020 -
11/5/2025
€35.17
40,069
a)
0
a)
12,021
20,035
b)
—
b)
€385,384
c)
€422,768
d)
€—
SOP 2019
6/05/2019
1/04/2023
N/A
6/5/2019 -
6/5/2024
€46.54
17,207
a)
0
a)
3,441
5,167
b)
—
b)
€110,331
0,00
c)
€160,163
d)
€—
SOP 2018
6/06/2018
1/04/2022
N/A
6/6/2018 -
6/6/2023
€37.91
33,394
a)
0
a)
6,679
3,349
b)
—
b)
€214,122
c)
€253,193
d)
€—
SOP 2017
8/06/2017
1/04/2021
N/A
8/6/2017 -
8/6/2022
€51.60
27,417
a)
0
a)
2,742
—
b)
—
b)
€87,899
c)
€141,472
d)
€—
84 | Telenet | Annual Report 2021 |
SOP 2016
15/4/2016
1/04/2020
N/A
15/4/2016 -
15/4/2021
€40.36
37,713
a)
0
a)
—
—
b)
—
b)
€—
c)
€—
d)
€—
Total:
155,800
a)
0
a)
24,883
28,551
b)
—
b)
€797,736
c)
€977,596
d)
€—
Erik Van den Enden -
CFO
SOP 2020
11/05/2020
1/04/2024
N/A
11/5/2020 -
11/5/2025
€35.17
54,639
a)
0
a)
16,392
27,319
b)
—
b)
€525,518
c)
€576,496
d)
€—
SOP 2019
6/05/2019
1/04/2023
N/A
6/5/2019 -
6/5/2024
€46.54
31,697
a)
0
a)
6,339
9,517
b)
—
b)
€203,241
c)
€295,036
d)
€—
SOP 2018
2/11/2018
1/10/2022
N/A
2/11/2018 -
2/11/2023
€44.62
53,781
a)
0,00
a)
10,756
10,757
b)
—
b)
€344,844
c)
€479,942
d)
€—
Total:
140,117
a)
0
a)
33,487
47,593
b)
—
b)
€1,073,603
c)
€1,351,474
d)
€—
Jeroen Bronselaer - EVP
SOP 2020
11/05/2020
1/04/2024
N/A
11/5/2020 -
11/5/2025
€35.17
28,594
a)
0
a)
8,578
14,298
b)
—
b)
€275,017
c)
€301,695
d)
€—
Telenet | Annual Report 2021 | 85
SOP 2019
6/05/2019
1/04/2023
N/A
6/5/2019 -
6/5/2024
€46.54
23,244
a)
0
a)
4,649
6,976
b)
—
b)
€149,041
c)
€216,355
d)
€—
SOP 2018
6/06/2018
1/04/2022
N/A
6/6/2018 -
6/6/2023
€37.91
22,535
a)
0
a)
4,507
2,262
b)
—
b)
€144,494
c)
€170,860
d)
€—
SOP 2017
8/06/2017
1/04/2021
N/A
8/6/2017 -
8/6/2022
€51.60
14,084
a)
0
a)
1,408
—
b)
—
b)
€45,153
c)
€72,673
d)
€—
SOP 2016
15/4/2016
1/04/2020
N/A
15/4/2016 -
15/4/2021
€40.36
21,549
a)
0
a)
—
—
b)
—
b)
€—
c)
€—
d)
€—
Total:
110,006
a)
0
a)
19,142
23,536
b)
—
b)
€613,705
c)
€761,584
d)
€—
Martine Tempels - EVP
SOP 2020
11/05/2020
1/04/2024
N/A
11/5/2020 -
11/5/2025
€35.17
40,069
a)
0
a)
12,021
20,035
b)
—
b)
€385,384
c)
€422,768
d)
€—
SOP 2019
6/05/2019
1/04/2023
N/A
6/5/2019 -
6/5/2024
€46.54
34,029
a)
0
a)
6,806
10,215
b)
—
b)
€218,194
0
c)
€316,742
d)
€—
86 | Telenet | Annual Report 2021 |
SOP 2018
6/06/2018
1/04/2022
N/A
6/6/2018 -
6/6/2023
€37.91
33,802
a)
0
a)
6,760
3,382
b)
—
b)
€216,738
c)
€256,287
d)
€—
SOP 2017
8/06/2017
1/04/2021
N/A
8/6/2017 -
8/6/2022
€51.60
33,802
a)
0
a)
3,380
—
b)
—
b)
€108,369
c)
€174,418
d)
€—
SOP 2016
15/4/2016
1/04/2020
N/A
15/4/2016 -
15/4/2021
€40.36
7,546
a)
0
a)
—
—
b)
—
b)
€—
c)
€—
d)
€—
Total:
149,248
a)
0
a)
28,967
33,632
b)
—
b)
€928,685
c)
€1,170,215
d)
€—
Micha Berger - CTO
SOP 2020
11/05/2020
1/04/2024
N/A
11/5/2020 -
11/5/2025
€35.17
51,989
a)
0
a)
15,597
25,995
b)
—
b)
€500,030
c)
€548,536
d)
€—
SOP 2019
6/05/2019
1/04/2023
N/A
6/5/2019 -
6/5/2024
€46.54
42,262
a)
0
a)
8,452
12,680
b)
—
b)
€270,984
c)
€393,375
d)
€—
SOP 2018
6/06/2018
1/04/2022
N/A
6/6/2018 -
6/6/2023
€37.91
16,901
a)
0
a)
3,380
1,691
b)
—
b)
€108,369
c)
€128,143
d)
€—
Telenet | Annual Report 2021 | 87
SOP 2017
8/06/2017
1/04/2021
N/A
8/6/2017 -
8/6/2022
€51.6
33,802
a)
0
a)
3,380
—
b)
—
b)
€108,369
c)
€174,418
d)
€—
SOP 2016
15/4/2016
1/04/2020
N/A
15/4/2016 -
15/4/2021
€40.36
45,069
a)
0
a)
—
—
b)
—
b)
€—
c)
€—
d)
€—
Total:
190,023
a)
0
a)
30,810
40,366
b)
—
b)
€987,753
c)
€1,244,472
d)
€—
Patrick Vincent -EVP
SOP 2020
11/05/2020
1/04/2024
N/A
11/5/2020 -
11/5/2025
€35.17
40,069
a)
0
a)
12,021
20,035
b)
—
b)
€385,384
c)
€422,768
d)
€—
SOP 2019
6/05/2019
1/04/2023
N/A
6/5/2019 -
6/5/2024
€46.54
25,000
a)
0
a)
5,000
7,500
b)
—
b)
€160,300
c)
€232,700
d)
€—
SOP 2018
6/06/2018
1/04/2022
N/A
6/6/2018 -
6/6/2023
€37.91
22,535
a)
0
a)
4,507
2,262
b)
—
b)
€144,494
c)
€170,860
d)
€—
SOP 2016
15/4/2016
1/04/2020
N/A
15/4/2016 -
15/4/2021
€40.36
33,139
a)
0
a)
—
—
b)
—
b)
€—
c)
€—
d)
€—
88 | Telenet | Annual Report 2021 |
Total:
120,743
a)
0
a)
21,528
29,797
b)
—
b)
€690,178
c)
€826,328
d)
€—
(1) N/A: not applicable: the stock option plan for the present illustration does not include a retention provision following vesting/exercise of the option (2) The number of options at the beginning of the year under consideration
(3) The number of options granted during the year under consideration as well as the value of the underlying shares at the market price at the offer date (4) The number of options vested during the year under consideration
as well as the value of the underlying shares at the market price of December 31 of the year under consideration, the value of the underlying shares at the strike price and the corresponding gain at the vesting date (the
difference between the previous two values) (5) The number of options not yet vested at the end of the year under consideration
Telenet | Annual Report 2021 | 89
3. Share-based remuneration
The Remuneration Policy provides that the board of directors, on the recommendation of the Remuneration and Nomination Committee, may grant performance shares and/or restricted shares to members of the SLT. During
2021, the board of directors decided to award the SLT members with performance shares and restricted shares, as also with restricted shares mitigating the impact of dividend distributions on the share price, in accordance
with the Remuneration Policy in the framework of a dividend compensation. The granted performance shares will be acquired upon the achievement of certain financial criteria over the coming three years. The restricted shares
will be acquired over two years, followed by a two year holding period.
The table below sets out all information regarding the type and number of shares granted or offered to members of the SLT (or former SLT to the extent that share-based remuneration events took place during the reported
financial year) during 2021 and the main conditions for the exercise of the rights of these shares. It also contains the relevant information for shares granted in the previous performance years and not vested yet or still under
retention obligations.
As a result of the application of the Remuneration Policy, members of the SLT share ownership in the Company constituting at least 1/3 of their variable remuneration over the years. Although, in practice, this means that a
minimum threshold exists in terms of share ownership by Senior Leadership Team members, such minimum threshold is not expressed in a fixed amount. Telenet thereby arguably deviates from principle 7.9 of the Corporate
Governance Code 2020, so as to leave sufficient flexibility to the SLT members and the CEO to respond to specific circumstances that may exist from time to time.
With the exception of certain performance shares plans and in deviation of principle 7.12 of the Corporate Governance Code 2020, the variable remuneration (cash bonus and long-term incentives) of the members of the SLT,
who are all employees (except for the CEO), do not contain provisions that enable the Company to reclaim paid variable remuneration. In particular, applicable labor law provisions do not allow to unilaterally amend the
employment contracts in order to introduce claw-back provisions in relation to the cash bonus. With regards to long-term incentives, the Remuneration and Nomination Committee considers that at this time additional claw-
back provisions are not necessary given the design of the implemented share plans which provide for sufficiently long vesting and retention periods. Telenet shall continue to consider principle 7.12 of the Corporate
Governance Code 2020 as appropriate.
90 | Telenet | Annual Report 2021 |
The Main Conditions of the Share Plan
Information Regarding the Reported Financial Year
Opening
Balance
During the Year
Closing Balance
1. Specification of
the Plan
2. Performance
Period
3. Award Date
4. Vesting Date
5. End of
Retention
Period
6. Shares
Held at the
Beginning of
the Year (1)
7.a) Number of
Shares Awarded
b) Value of the
Shares @ Offer
Date (2)
8.a) Number of
Shares Vested
b) Value of Shares @
Vesting Date (3)
9. Shares Awarded
and Unvested at
Year-End (4)
10. Shares
Subject to a
Retention
Period (5)
John Porter -
CEO
PS 2021
01/01/2021-
31/12/2023
4/8/2021
4/8/2024
4/8/2024
—
a)
51,758
a)
51,758
b)
€1,640,729
b)
PS 2020
01/01/2020-
31/12/2022
11/5/2020
11/5/2023
11/5/2023
25,952
a)
a)
25,952
b)
b)
PS 2019
01/01/2019-
31/12/2021
6/5/2019
6/5/2022
6/5/2022
19,222
a)
a)
19,222
b)
b)
PS 2018
01/01/2018-
31/12/2020
5/11/2018
5/11/2021
5/11/2021
19,141
a)
a)
16,270
—
b)
b)
515,108
CRS 2021 Dec
8/12/2021
8/12/2021
8/12/2023
—
a)
47,662
a)
47,662
47,662
b)
1,508,026
b)
1,508,026
CRS 2021 May
5/5/2021
5/5/2021
5/5/2023
—
a)
35,747
a)
35,747
35,747
b)
1,273,308
b)
1,273,308
CRS 2020 Dec
7/12/2020
7/12/2020
7/12/2022
44,761
a)
a)
—
44,761
b)
b)
CRS 2020 May
11/5/2020
11/5/2020
11/5/2022
46,056
a)
a)
—
46,056
b)
b)
RS 2021
4/8/2021
4/8/2022
4/8/2025
—
a)
27,870
a)
27,870
—
b)
€883,479
b)
RS 2020
11/5/2020
11/5/2021
11/5/2024
14,903
a)
a)
5,961
8,942
5,961
b)
b)
€202,793
RS 2019
6/5/2019
6/5/2020
6/5/2023
19,222
a)
a)
11,533
—
19,222
b)
b)
€390,053
CEO PS 2021
01/01/2021-
31/12/2023
4/8/2021
4/8/2024
4/8/2024
—
a)
127,710
a)
127,710
—
b)
4,048,407
b)
Telenet | Annual Report 2021 | 91
Total:
189,257
a)
290,747
a)
117,173
261,454
199,409
b)
€9,353,948
b)
€3,889,288
Ann
Caluwaerts -
EVP
PS 2021
01/01/2021-
31/12/2023
4/8/2021
4/8/2024
4/8/2024
—
a)
9,489
a)
9,489
b)
€300,801
b)
PS 2020
01/01/2020-
31/12/2022
5/11/2020
5/11/2023
5/11/2023
4,758
a)
a)
4,758
b)
b)
PS 2019
01/01/2019-
31/12/2021
5/6/2019
5/6/2022
5/6/2022
2,609
a)
a)
2,609
b)
b)
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
2,659
a)
a)
2,261
—
b)
b)
€71,583
CRS 2021 Dec
8/12/2021
8/12/2021
8/12/2023
—
a)
4,012
a)
4,012
4,012
b)
€126,940
b)
€126,940
CRS 2021 May
5/5/2021
5/5/2021
5/5/2023
—
a)
3,457
a)
3,457
3,457
b)
€123,138
b)
€123,138
CRS 2020 Dec
12/7/2020
12/7/2020
12/7/2022
4,281
a)
a)
—
4,281
b)
b)
CRS 2020 May
5/11/2020
5/11/2020
5/11/2022
3,894
a)
a)
—
3,894
b)
b)
RS 2021
4/8/2021
4/8/2022
4/8/2025
—
a)
5,109
a)
5,109
—
b)
€161,955
b)
RS 2020
5/11/2020
5/11/2021
5/11/2024
3,971
a)
a)
1,588
2,383
1,588
b)
b)
€54,024
RS 2019
5/6/2019
5/6/2020
5/6/2023
2,609
a)
a)
1,565
—
2,609
b)
b)
€52,942
Total:
24,781
a)
22,067
a)
12,883
24,348
19,841
b)
€712,835
b)
€428,627
92 | Telenet | Annual Report 2021 |
Benedikte
Paulissen - EVP
PS 2021
01/01/2021-
31/12/2023
4/8/2021
4/8/2024
4/8/2024
—
a)
9,489
a)
9,489
b)
€300,801
b)
PS 2020
01/01/2020-
31/12/2022
5/11/2020
5/11/2023
5/11/2023
4,758
a)
a)
4,758
b)
b)
PS 2019
01/01/2019-
31/12/2021
5/6/2019
5/6/2022
5/6/2022
3,524
a)
a)
3,524
b)
b)
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
3,509
a)
a)
2,983
—
b)
b)
€94,442
CRS 2021 Dec
8/12/2021
8/12/2021
8/12/2023
—
a)
5,233
a)
5,233
5,233
b)
€165,572
b)
€165,572
CRS 2021 May
5/5/2021
5/5/2021
5/5/2023
—
a)
4,401
a)
4,401
4,401
b)
€156,764
b)
€156,764
CRS 2020 Dec
12/7/2020
12/7/2020
12/7/2022
6,128
a)
a)
—
6,128
b)
b)
CRS 2020 May
5/11/2020
5/11/2020
5/11/2022
7,093
a)
a)
—
7,093
b)
b)
RS 2021
4/8/2021
4/8/2022
4/8/2025
—
a)
3,811
a)
3,811
—
b)
€120,809
b)
RS 2020
5/11/2020
5/11/2021
5/11/2024
3,183
a)
a)
1,273
1,910
1,273
b)
b)
€43,307
RS 2019
5/6/2019
5/6/2020
5/6/2023
3,524
a)
a)
2,114
—
3,524
b)
b)
€71,509
Total:
31,719
a)
22,934
a)
16,004
23,492
27,652
b)
€743,946
b)
€531,594
Telenet | Annual Report 2021 | 93
Dieter
Nieuwdorp -
EVP
PS 2021
01/01/2021-
31/12/2023
4/8/2021
4/8/2024
4/8/2024
—
a)
9,489
a)
9,489
b)
€300,801
b)
PS 2020
01/01/2020-
31/12/2022
5/11/2020
5/11/2023
5/11/2023
4,758
a)
a)
4,758
b)
b)
PS 2019
01/01/2019-
31/12/2021
5/6/2019
5/6/2022
5/6/2022
2,609
a)
a)
2,609
b)
b)
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
2,659
a)
a)
2,261
—
b)
b)
€71,583
CRS 2021 Dec
8/12/2021
8/12/2021
8/12/2023
—
a)
6,077
a)
6,077
6,077
b)
€192,276
b)
€192,276
CRS 2021 May
5/5/2021
5/5/2021
5/5/2023
—
a)
5,116
a)
5,116
5,116
b)
€182,232
b)
€182,232
CRS 2020 Dec
12/7/2020
12/7/2020
12/7/2022
6,345
a)
a)
—
6,345
b)
b)
CRS 2020 May
5/11/2020
5/11/2020
5/11/2022
7,424
a)
a)
—
7,424
b)
b)
RS 2021
4/8/2021
4/8/2022
4/8/2025
—
a)
3,186
a)
3,186
—
b)
€100,996
b)
RS 2020
5/11/2020
5/11/2021
5/11/2024
2,842
a)
a)
1,137
1,705
1,137
b)
b)
€38,681
RS 2019
5/6/2019
5/6/2020
5/6/2023
2,609
a)
a)
1,565
—
2,609
b)
b)
€52,942
Total:
29,246
a)
23,868
a)
16,156
21,747
28,708
b)
€776,306
b)
€537,714
94 | Telenet | Annual Report 2021 |
Erik Van den
Enden - CFO
PS 2021
01/01/2021-
31/12/2023
4/8/2021
4/8/2024
4/8/2024
—
a)
12,940
a)
12,940
b)
€410,198
b)
PS 2020
01/01/2020-
31/12/2022
5/11/2020
5/11/2023
5/11/2023
6,488
a)
a)
6,488
b)
b)
PS 2019
01/01/2019-
31/12/2021
5/6/2019
5/6/2022
5/6/2022
4,805
a)
a)
4,805
b)
b)
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
4,785
a)
a)
4,068
—
b)
b)
€128,793
CRS 2021 Dec
8/12/2021
8/12/2021
8/12/2023
—
a)
7,615
a)
7,615
7,615
b)
€240,939
b)
€240,939
CRS 2021 May
5/5/2021
5/5/2021
5/5/2023
—
a)
6,392
a)
6,392
6,392
b)
€227,683
b)
€227,683
CRS 2020 Dec
12/7/2020
12/7/2020
12/7/2022
6,171
a)
a)
—
6,171
b)
b)
CRS 2020 May
5/11/2020
5/11/2020
5/11/2022
4,845
a)
a)
—
4,845
b)
b)
RS 2021
4/8/2021
4/8/2022
4/8/2025
—
a)
6,967
a)
6,967
—
b)
€220,854
b)
RS 2020
5/11/2020
5/11/2021
5/11/2024
6,488
a)
a)
2,595
3,893
2,595
b)
b)
€88,282
RS 2019
5/6/2019
5/6/2020
5/6/2023
4,805
a)
a)
2,883
—
4,805
b)
b)
€97,503
Total:
38,387
a)
33,914
a)
23,553
35,093
32,423
b)
€1,099,674
b)
€783,199
Telenet | Annual Report 2021 | 95
Jeroen
Bronselaer -
EVP
PS 2021
01/01/2021-
31/12/2023
4/8/2021
4/8/2024
4/8/2024
—
a)
9,489
a)
9,489
b)
€300,801
b)
PS 2020
01/01/2020-
31/12/2022
5/11/2020
5/11/2023
5/11/2023
4,758
a)
a)
4,758
b)
b)
PS 2019
01/01/2019-
31/12/2021
5/6/2019
5/6/2022
5/6/2022
3,524
a)
a)
3,524
b)
b)
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
3,509
a)
a)
2,983
—
b)
b)
€94,442
CRS 2021 Dec
8/12/2021
8/12/2021
8/12/2023
—
a)
4,677
a)
4,677
4,677
b)
€147,980
b)
€147,980
CRS 2021 May
5/5/2021
5/5/2021
5/5/2023
—
a)
4,098
a)
4,098
4,098
b)
€145,971
b)
€145,971
CRS 2020 Dec
12/7/2020
12/7/2020
12/7/2022
4,759
a)
a)
—
4,759
b)
b)
CRS 2020 May
5/11/2020
5/11/2020
5/11/2022
4,630
a)
a)
—
4,630
b)
b)
RS 2021
4/8/2021
4/8/2022
4/8/2025
—
a)
5,109
a)
5,109
—
b)
€161,955
b)
RS 2020
5/11/2020
5/11/2021
5/11/2024
3,774
a)
a)
1,510
2,264
1,510
b)
b)
€51,370
RS 2019
5/6/2019
5/6/2020
5/6/2023
3,524
a)
a)
2,114
—
3,524
b)
b)
€71,509
Total:
28,478
a)
23,373
a)
15,382
25,144
23,198
b)
€756,708
b)
€511,272
Martine
Tempels - EVP
PS 2020
01/01/2020-
31/12/2022
5/11/2020
5/11/2023
5/11/2023
4,758
a)
a)
4,758
b)
b)
PS 2019
01/01/2019-
31/12/2021
5/6/2019
5/6/2022
5/6/2022
3,524
a)
a)
3,524
b)
b)
96 | Telenet | Annual Report 2021 |
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
3,509
a)
a)
2,983
—
b)
b)
€94,442
CRS 2021 Dec
8/12/2021
8/12/2021
8/12/2023
—
a)
6,055
a)
6,055
6,055
b)
€191,580
b)
€191,580
CRS 2021 May
5/5/2021
5/5/2021
5/5/2023
—
a)
6,149
a)
6,149
6,149
b)
€219,027
b)
€219,027
CRS 2020 Dec
12/7/2020
12/7/2020
12/7/2022
6,217
a)
a)
—
6,217
b)
b)
CRS 2020 May
5/11/2020
5/11/2020
5/11/2022
5,817
a)
a)
—
5,817
b)
b)
RS 2020
5/11/2020
5/11/2021
5/11/2024
4,758
a)
a)
1,903
2,855
1,903
b)
b)
€64,740
RS 2019
5/6/2019
5/6/2020
5/6/2023
1,723
a)
a)
1,034
—
1,723
b)
b)
€34,963
Total:
30,306
a)
12,204
a)
18,124
11,137
27,864
b)
€410,608
b)
€604,753
Micha Berger -
CTO
PS 2021
01/01/2021-
31/12/2023
4/8/2021
4/8/2024
4/8/2024
—
a)
17,253
a)
17,253
b)
€546,920
b)
PS 2020
01/01/2020-
31/12/2022
5/11/2020
5/11/2023
5/11/2023
8,651
a)
a)
8,651
b)
b)
PS 2019
01/01/2019-
31/12/2021
5/6/2019
5/6/2022
5/6/2022
6,407
a)
a)
6,407
b)
b)
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
6,380
a)
a)
5,423
—
b)
b)
€171,692
CRS 2021 Dec
8/12/2021
8/12/2021
8/12/2023
—
a)
8,291
a)
8,291
8,291
b)
€262,327
b)
€262,327
CRS 2021 May
5/5/2021
5/5/2021
5/5/2023
—
a)
6,864
a)
6,864
6,864
b)
€244,496
b)
€244,496
Telenet | Annual Report 2021 | 97
CRS 2020 Dec
12/7/2020
12/7/2020
12/7/2022
8,306
a)
a)
—
8,306
b)
b)
CRS 2020 May
5/11/2020
5/11/2020
5/11/2022
9,453
a)
a)
—
9,453
b)
b)
RS 2021
4/8/2021
4/8/2022
4/8/2025
—
a)
8,317
a)
8,317
—
b)
€263,649
b)
RS 2020
5/11/2020
5/11/2021
5/11/2024
8,651
a)
a)
3,460
5,191
3,460
b)
b)
€117,709
RS 2019
5/6/2019
5/6/2020
5/6/2023
4,606
a)
a)
2,764
—
4,606
b)
b)
€93,465
Total:
52,454
a)
40,725
a)
26,802
45,819
40,980
b)
€1,317,392
b)
€889,689
Patrick Vincent
- EVP
PS 2021
01/01/2021-
31/12/2023
4/8/2021
4/8/2024
4/8/2024
—
a)
9,489
a)
9,489
b)
€300,801
b)
PS 2020
01/01/2020-
31/12/2022
5/11/2020
5/11/2023
5/11/2023
4,758
a)
a)
4,758
b)
b)
PS 2019
01/01/2019-
31/12/2021
5/6/2019
5/6/2022
5/6/2022
3,524
a)
a)
3,524
b)
b)
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
3,509
a)
a)
2,983
—
b)
b)
€94,442
CRS 2021 Dec
8/12/2021
8/12/2021
8/12/2023
—
a)
4,869
a)
4,869
4,869
b)
€154,055
b)
€154,055
CRS 2021 May
5/5/2021
5/5/2021
5/5/2023
—
a)
4,103
a)
4,103
4,103
b)
€146,149
b)
€146,149
CRS 2020 Dec
12/7/2020
12/7/2020
12/7/2022
5,195
a)
a)
—
5,195
b)
b)
CRS 2020 May
5/11/2020
5/11/2020
5/11/2022
5,246
a)
a)
—
5,246
b)
b)
98 | Telenet | Annual Report 2021 |
RS 2021
4/8/2021
4/8/2022
4/8/2025
—
a)
3,811
a)
3,811
—
b)
€120,809
b)
RS 2020
5/11/2020
5/11/2021
5/11/2024
4,758
a)
a)
1,903
2,855
1,903
b)
b)
€64,740
RS 2019
5/6/2019
5/6/2020
5/6/2023
3,524
a)
a)
2,114
—
3,524
b)
b)
€71,509
Total:
30,514
a)
22,272
a)
15,972
24,437
24,840
b)
€721,814
b)
€530,895
Claudia Poels
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
2,659
a)
a)
1,696
—
—
b)
b)
€53,695
Total:
2,659
a)
a)
€1,696
—
—
b)
b)
€53,695
Luc
Machtelinckx
PS 2018
01/01/2018-
31/12/2020
11/5/2018
11/5/2021
11/5/2021
2,659
a)
a)
1,696
—
—
b)
b)
€53,695
Total:
2,659
a)
a)
€1,696
—
—
b)
b)
€53,695
(1) The number of shares not yet vested and shares still subject to retention at the beginning of the year under consideration (2) The number of shares granted during the year under consideration as well as the value of those
shares at the market price at the granting date (3) The number of shares vested during the year under consideration as well as the value of those shares at the market price at the vesting date. In accordance with the plan
rules, the main financial metric for the PSP 2018 was an OCF CAGR, and the plan vested for 85%. (4) The number of shares not yet vested at the end of the year under consideration (5) The number of shares still subject to
retention at the end of the year under consideration
In accordance with Belgian legislation and regulations, details of (transactions in) stock options and shares held by all members of the SLT (or persons related to them or entities fully controlled by them) are reported to the
FSMA in Belgium..
Telenet | Annual Report 2021 | 99
4. Annual variable remuneration
The variable cash remuneration depends on performance criteria relating to the respective financial year. For the year ended 31 December 2021, the board of directors approved a cash bonus to the CEO and the members of
the SLT based on company-wide objectives applied as follows: :
KPIs
Relative Weight
Optional Information
a)
Threshold Performance
a)
Maximum Performance
a)
Measured Performance
b)
Corresp. Pay-Out Rate (*)
b)
Corresp. Pay-Out Rate
(*)
b)
Corresp. Pay-Out Rate (*)
KPI 1
20%
a)
Poor (Min Payout)
a)
Outstanding (Max payout)
a)
Below Target
Revenue
b)
—%
b)
120%
b)
99.8%
KPI 2
20%
a)
Poor (Min Payout)
a)
Outstanding (Max payout)
a)
On Target
OCF
b)
—%
b)
120%
b)
100.0%
KPI 3
20%
a)
Poor (Min Payout)
a)
Outstanding (Max payout)
a)
On Target
OFCF 1
b)
—%
b)
120%
b)
100.4%
KPI 4
15%
a)
Poor (Min Payout)
a)
Outstanding (Max payout)
a)
Below Target
NPS
b)
—%
b)
120%
b)
47,5%
KPI 5
15%
a)
Poor (Min Payout)
a)
Outstanding (Max payout)
a)
Above Target
Internet Net Adds
b)
—%
b)
120%
b)
106.7%
KPI 6
10%
a)
Poor (Min Payout)
a)
Outstanding (Max payout)
a)
Below Target
Environment, Social, Governance
b)
—%
b)
120%
b)
67,1%
Pay-Out Rate (Cluster KPI1 up to KPI6)
91,3
KPI 1
100%
a)
Poor (Min Payout)
a)
Outstanding (Max payout)
a)
Above Target
OFCF Growth 1
b)
—%
b)
110%
b)
110%
Pay-Out Rate (Cluster 1 * OFCF growth 1)
Total Pay-Out Rate [(Pay-Out Rate 1) x (Pay-Out Rate 2)]
100.0%
* Expressed as a multiplier of the on-target bonus
1 Effective with the release of our third quarter earnings, we have stopped using the term Operating Free Cash Flow and now use the term "Adjusted EBITDA less property & equipment additions". As we define the term,
Adjusted EBITDA less property & equipment additions has the same meaning as Operating Free Cash Flow had previously, and therefore does not impact any previously reported amounts.
100 | Telenet | Annual Report 2021 |
5. Comparison Annual remuneration and company performances
The table shows the annual evolution over the past five financial years of (i) the annual change in remuneration of the members of the SLT and (ii) the annual change in the performance of Telenet:
Year
Name
1. Fixed Remuneration
2. Variable Remuneration
3. Other Share
based
Remuneration (2)
4. Additional
pension
5. Total
Remuneration
6. Proportion of
Fixed
Remuneration
7. Adjusted
EBITDA less
property &
equipment
additions
Performance
Evolution (3)
Base Salary
Other Benefits
One-Year Variable
Multi-Year Variable
(1)
2021
John Porter - CEO
€630,000
€35,121
€630,000
€515,108
€3,374,180
€308,379
€5,492,787
79%
€825
SLT
€2,591,476
€174,639
€1,088,735
€928,809
€3,996,324
€375,808
€9,155,792
78%
2020
John Porter - CEO
€630,000
€100,686
€675,990
€—
€3,680,137
€918,000
€6,004,813
89%
€787
SLT
€2,586,460
€167,653
€1,106,303
€—
€3,976,972
€344,037
€8,181,425
86%
2019
John Porter - CEO
€630,000
€114,597
€948,591
€3,588,018
€—
€—
€5,281,206
14%
€821
SLT
€2,989,070
€229,890
€1,707,048
€6,120,337
€—
€386,070
€11,432,415
32%
2018
John Porter - CEO
€630,000
€76,765
€938,385
€—
€—
€—
€1,645,150
43%
€670
SLT
€2,950,201
€228,519
€1,385,072
€1,190,463
€—
€377,657
€6,131,912
58%
2017
John Porter - CEO
€630,000
€76,208
€963,900
€—
€—
€—
€1,670,108
42%
€543
SLT
€2,895,458
€230,883
€1,624,938
€1,311,725
€—
€366,899
€6,429,903
54%
(1) The 2016 Performance shares grant was a double grant and vested at 199% in 2019. As a consequence of the double grant in 2016, no Performance shares plan was granted in 2017.
(2) 2019 was the first year a Restricted shares plan was granted. The overall on target value of the long term incentives remained unchanged, but a shift happened from stock options to restricted shares. In 2020 the first batch
of the 2019 restricted shares vested as well as additional Restricted shares under the dividend compensation mechanism to eliminate potential or alleged conflicts of interests for its SLT members.
(3) In million Euro. Effective with the release of our third quarter earnings, we have stopped using the term Operating Free Cash Flow and now use the term "Adjusted EBITDA less property & equipment additions". As we
define the term, Adjusted EBITDA less property & equipment additions has the same meaning as Operating Free Cash Flow had previously, and therefore does not impact any previously reported amounts.
Telenet | Annual Report 2021 | 101
6. Comparative table with total Headcount
The table below shows the comparison of the annual remuneration, expressed in full-time equivalents, between the SLT and the employees of Telenet other than the directors and members of the SLT. Finally, the ratio between
the highest remuneration of a member of the SLT and the lowest remuneration of an employee (in full-time equivalents) is presented:
1. Fixed Remuneration
2. Variable Remuneration
3. Other Share Based
Remuneration (3)
4. Total
5. Proportion of Fixed
Remuneration (4)
#
Base Salary
One Year Variable
Multi-year variable
CEO
1/1
€630,000
€630,000
€515,108
€3,374,180
€5,149,288
78%
SLT
8.33/9
€310,977
€130,648
€102,677
€479,559
€1,023,862
75%
LT (1)
43.50/46
€141,835
€31,649
€—
€61,097
€234,581
87%
Employees (2)
2722.26/2914
€58,700
€6,572
€—
€1,239
€66,512
90%
(1) Leadership team: these are the direct reports of the senior leadership team.
(2) Only employees are included who are eligible for annual variable remuneration. This does not include employees who are on a monthly, quarterly or semi-annual sales incentives plan with individual sales objectives.
(3) 274 employees hold vested restricted shares outside the CEO/SLT/LT population. The average was calculated over the full population for comparison reasons.
(4) The shown proportion of Fixed Remuneration in this column is based on the previous columns in this table and is not based on the total remuneration as shown in table under chapter 1.
The ratio between the CEO base salary and the lowest base salary within the above shown population is 20 on a full time equivalent.
7. Termination arrangements
None of the appointments of the members of the SLT were ended during 2021.
As indicated in the above section 8.6.3 will Martine Tempels leave Telenet on May 31, 2022.
102 | Telenet | Annual Report 2021 |
8.8 Audit of the company
8.8.1 External audit by statutory auditors
For details on the audit and non-audit fees paid to the auditor in the year ended December 31, 2021, we refer to note 5.31 to the consolidated financial
statements of the Company.
8.8.2 Internal audit
For details on the internal audit function, we refer to note 8.4.2.5 of the corporate governance statement.
Mechelen, March 18, 2022
On behalf of the board of directors
John Porter
Chief Executive Officer
Bert De Graeve
Chairman
Telenet | Annual Report 2021 | 103
Telenet Group
Holding NV
Consolidated
financial
statements
104 | Telenet | Annual Report 2021 |
1. Consolidated statement of
financial position
(€ in millions)
Note
December 31, 2021
December 31, 2020, as
restated (*)
Assets
Non-current assets:
Property and equipment
5.4
2,114.8
2,288.0
Goodwill
5.5
1,823.8
1,823.8
Other intangible assets
5.6
783.0
695.2
Deferred tax assets
5.15
169.0
214.7
Investments in and loans to equity accounted investees
5.7.1
117.6
111.7
Other investments
5.7.2
7.7
5.7
Derivative financial instruments
5.14
30.8
58.6
Other non-current assets
5.9.1
23.7
33.6
Total non-current assets
5,070.4
5,231.3
Current assets:
Inventories
5.10
26.5
27.3
Trade receivables
5.8.2
174.3
187.2
Other current assets
5.9.2
135.7
126.1
Cash and cash equivalents
5.11
139.5
82.0
Derivative financial instruments
5.14
57.1
48.1
533.1
470.7
Assets held for sale
5.7.1
—
0.3
Total current assets
533.1
471.0
Total assets
5,603.5
5,702.3
Telenet | Annual Report 2021 | 105
(€ in millions)
Note
December 31, 2021
December 31, 2020, as
restated (*)
Equity and liabilities
Equity:
Share capital
5.12
12.8
12.8
Share premium
80.7
80.7
Other reserves
697.7
686.3
Retained loss
(2,148.1)
(2,249.9)
Remeasurements
(9.6)
(12.3)
Total equity attributable to owners of the Company
(1,366.5)
(1,482.4)
Non-controlling interests
5.12
3.4
28.6
Total equity
(1,363.1)
(1,453.8)
Non-current liabilities:
Loans and borrowings
5.13
5,080.3
4,918.3
Derivative financial instruments
5.14
174.0
508.0
Deferred revenue
5.19
3.6
3.6
Deferred tax liabilities
5.15
111.7
125.1
Other non-current liabilities
5.16
83.3
56.5
Provisions
5.18.2
14.8
12.2
Total non-current liabilities
5,467.7
5,623.7
Current liabilities:
Loans and borrowings
5.13
498.8
499.6
Trade payables
166.5
174.9
Accrued expenses and other current liabilities
5.18.1
400.6
399.5
Provisions
5.18.2
88.4
83.6
Deferred revenue
5.19
115.2
122.8
Derivative financial instruments
5.14
58.9
65.6
Current tax liability
5.22
170.5
184.6
1,498.9
1,530.6
Liabilities directly associated with the assets held for sale
5.7.1
—
1.8
Total current liabilities
1,498.9
1,532.4
Total liabilities
6,966.6
7,156.1
Total equity and liabilities
5,603.5
5,702.3
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
The notes are an integral part of these consolidated financial statements.
106 | Telenet | Annual Report 2021 |
2. Consolidated statement of
profit or loss and other
comprehensive income
(€ in millions, except per share data)
For the year ended December 31,
Note
2021
2020, as restated (*)
Profit for the period
Revenue
5.19
2,595.8
2,575.2
Cost of services provided
5.20
(1,282.7)
(1,401.6)
Gross profit
1,313.1
1,173.6
Selling, general and administrative expenses
5.20
(713.9)
(579.5)
Operating profit
599.2
594.1
Finance income
308.4
241.1
Net interest income, foreign exchange gain and other finance
income
5.21
1.6
241.1
Net gain on derivative finance instruments
5.14 & 5.21
306.7
—
Net gain on extinguishment of debt
0.1
—
Finance expense
(387.8)
(474.2)
Net interest expense, foreign exchange loss and other finance
expense
5.21
(387.8)
(206.8)
Net loss on derivative financial instruments
5.14 & 5.21
—
(252.2)
Net loss on extinguishment of debt
5.21
—
(15.2)
Net finance expenses
5.21
(79.4)
(233.1)
Share in the profit of equity accounted investees
5.7.1
(0.7)
0.7
Impairment of investments in equity accounted investees
5.7.1
(12.2)
—
Gain on disposal of assets/liabilities related to a subsidiary or joint
venture
5.7.1 &
5.24.2
—
27.5
Profit before income tax
506.9
389.2
Income tax expense
5.22
(113.3)
(50.7)
Profit for the period
393.6
338.5
Telenet | Annual Report 2021 | 107
(€ in millions, except per share data)
For the year ended December 31,
Note
2021
2020, as restated (*)
Other comprehensive income (loss) for the period, net of income tax
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit liability/(asset), net of income tax
5.17
2.7
2.2
Equity-accounted investees - share of Other comprehensive income (loss), net of
income tax
5.17
—
(1.0)
Other comprehensive income (loss) for the period, net of income
tax
2.7
1.2
Total comprehensive income for the period
396.3
339.7
Profit (loss) attributable to:
393.6
338.5
Owners of the Company
394.0
338.9
Non-controlling interests
(0.4)
(0.4)
Total comprehensive income (loss) for the period, attributable to:
396.3
339.7
Owners of the Company
396.7
340.1
Non-controlling interests
(0.4)
(0.4)
Earnings per share
Basic earnings per share in €
5.23
3.60
3.10
Diluted earnings per share in €
5.23
3.60
3.10
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
The notes are an integral part of these consolidated financial statements.
108 | Telenet | Annual Report 2021 |
3. Consolidated statement of changes in
shareholders' equity
Attributable to equity holders of the
Company
Note
Number of
shares
Share
capital
Share
premium
Share-based
payment
reserve
Legal
reserve
Reserve
for own
shares
Other
reserves
Retained
losses
Remeasurements
Total
Non-
controlling
interest
Total equity
(€ in millions, except share data)
December 31, 2020 as reported
113,841,819
12.8
80.7
135.6
64.8
(199.4)
685.3
(2,249.9)
(12.3)
(1,482.4)
28.4
(1,454.0)
Connectify PPA adjustment
—
—
—
—
—
—
—
—
—
—
0.2
0.2
January 1, 2021 as restated *
113,841,819
12.8
80.7
135.6
64.8
(199.4)
685.3
(2,249.9)
(12.3)
(1,482.4)
28.6
(1,453.8)
Total comprehensive income for the period
Profit for the period
—
—
—
—
—
—
—
394.0
—
394.0
(0.4)
393.6
Other comprehensive income 1
—
—
—
—
—
—
—
—
2.7
2.7
—
2.7
Total comprehensive income for
the period
—
—
—
—
—
—
—
394.0
2.7
396.7
(0.4)
396.3
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners of the Company
Recognition of share-based
compensation
5.12
—
—
—
14.1
—
—
—
—
—
14.1
—
14.1
Own shares acquired
5.12
—
—
—
—
—
(13.5)
—
—
—
(13.5)
—
(13.5)
Own shares sold
5.12
—
—
—
—
—
10.8
—
(10.8)
—
—
—
—
Dividend declared
5.11
—
—
—
—
—
—
—
(300.5)
—
(300.5)
—
(300.5)
Liquidation Telenet Tecteo Bidco NV
and Telenet Finance BV
—
—
—
—
—
—
—
19.1
—
19.1
(24.9)
(5.8)
Total contribution by and
distributions to owners of the
Company
—
—
—
14.1
—
(2.7)
—
(292.2)
—
(280.8)
(24.9)
(305.7)
Changes in ownership interests in subsidiaries
Capital contributions by NCI
—
—
—
—
—
—
—
—
—
—
0.1
0.1
Telenet | Annual Report 2021 | 109
Total transactions with owners
of the Company
—
—
—
14.1
—
(2.7)
—
(292.2)
—
(280.8)
(24.8)
(305.6)
December 31, 2021
113,841,819
12.8
80.7
149.7
64.8
(202.1)
685.3
(2,148.1)
(9.6)
(1,366.5)
3.4
(1,363.1)
1 Remeasurements of defined benefit liabilities/(asset), net of income taxes, equity-accounted investees - share of other comprehensive income (loss), net of income tax
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the purchase price allocation ("PPA") of the Connectify acquisition.
Attributable to equity holders of
the Company
Note
Number of
shares
Share
capital
Share
premium
Share-based
payment
reserve
Legal
Reserve
Reserve
for own
shares
Other
reserves
Retained
loss
Remeasurements
Total
Non-
controling
Interest
Total equity
(€ in millions,
except share data)
December 31, 2019 as reported
114,656,785
12.8
80.7
118.9
64.8
(209.2)
721.2
(2,287.8)
(13.5)
(1,512.1)
25.1
(1,487.0)
Total comprehensive income for the period
Profit for the period
—
—
—
—
—
—
—
338.9
—
338.9
(0.4)
338.5
Other comprehensive income 1
—
—
—
—
—
—
—
—
1.2
1.2
—
1.2
Total comprehensive income for
the period
—
—
—
—
—
—
—
338.9
1.2
340.1
(0.4)
339.7
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners of the Company
Recognition of share-based
compensation
5.12
—
—
—
16.7
—
—
—
—
—
16.7
—
16.7
Own shares acquired
5.12
—
—
—
—
—
(34.4)
—
—
—
(34.4)
—
(34.4)
Own shares sold
5.12
—
—
—
—
—
8.7
—
(8.7)
—
—
—
—
Liquidation own shares
5.12
(814,966)
—
—
35.5
(35.5)
—
—
—
—
—
Dividend declared
5.12
—
—
—
—
—
—
—
(292.4)
—
(292.4)
—
(292.4)
Other
5.12
—
—
—
—
—
—
(0.4)
0.1
—
(0.3)
(0.3)
Total contribution by and
distributions to owners of the
Company
(814,966)
—
—
16.7
—
9.8
(35.9)
(301.0)
—
(310.4)
—
(310.4)
Changes in ownership interests in subsidiaries
Capital contributions by NCI
—
—
—
—
—
—
—
—
—
—
3.7
3.7
Total transactions with
owners of the Company
(814,966)
—
—
16.7
—
9.8
(35.9)
(301.0)
—
(310.4)
3.7
(306.7)
December 31, 2020
113,841,819
12.8
80.7
135.6
64.8
(199.4)
685.3
(2,249.9)
(12.3)
(1,482.4)
28.4
(1,454.0)
1 Remeasurements of defined benefit liabilities/(asset), net of taxes, equity-accounted investees - share of other comprehensive income (loss), net of income tax
110 | Telenet | Annual Report 2021 |
4. Consolidated statement of cash
flows
(€ in millions)
For the year ended December 31,
Note
2021
2020, as restated (*)
Cash flows provided by operating activities:
Profit for the period
393.6
338.5
Adjustments for:
Depreciation, amortization, impairment and restructuring
5.20
731.1
754.1
Gain on disposal of property and equipment and other intangible assets
5.20
(4.8)
(4.5)
Income tax expense
5.22
113.3
50.7
Increase in allowance for bad debt
5.8
8.2
3.8
Gain on disposal of assets/liabilities related to a subsidiary or a joint venture
5.7.1 &
5.24.2
—
(27.6)
Net interest income and foreign exchange gain
5.21
(1.6)
(241.1)
Net interest expense, foreign exchange loss and other finance expense
5.21
387.8
206.8
Net loss (gain) on derivative financial instruments
5.14 &
5.21
(306.7)
252.2
Loss (gain) on extinguishment of debt
5.21
(0.1)
15.2
Share in the result of equity accounted investees
5.7.1
0.7
(0.8)
Impairment of investments in equity accounted investees
5.7.1
12.2
—
Share based payments
5.12 &
5.20
28.3
29.9
Change in:
Trade receivables
6.3
12.6
Other assets
(6.2)
24.1
Deferred revenue
(7.5)
16.7
Trade payables
(8.4)
(61.8)
Other liabilities
(15.1)
0.6
Accrued expenses and other current liabilities
(36.7)
(8.4)
Interest paid
(169.3)
(193.7)
Interest received
—
0.1
Income taxes paid
(95.5)
(110.0)
Net cash provided by operating activities
1,029.6
1,057.4
Telenet | Annual Report 2021 | 111
(€ in millions)
For the year ended December 31,
Note
2021
2020, as restated (*)
Cash flows used in investing activities:
Acquisitions of property and equipment
(277.1)
(278.8)
Acquisitions of intangibles
(202.0)
(193.0)
Acquisitions and disposals of and loans to equity accounted investees
5.7.1
(19.3)
(25.5)
Acquisitions of subsidiaries, net of cash acquired
5.24
(0.4)
(6.1)
Proceeds from sale of property and equipment and other intangibles
1.2
27.8
Net cash used in investing activities
(497.6)
(475.6)
Cash flows used in financing activities:
Repayments of loans and borrowings
5.13
(419.3)
(565.8)
Proceeds from loans and borrowings
5.13
350.9
410.8
Repayments of loans to related parties
5.13
—
(3.3)
Payments of lease liabilities
5.13
(87.3)
(105.2)
Payments for debt issuance costs
5.13
—
(13.8)
Repurchase of own shares
5.12
(12.8)
(34.4)
Payments related to capital reductions and dividends
5.11
(306.2)
(292.3)
Proceeds from capital transactions with equity participants
0.2
2.8
Net cash used in financing activities
5.13.4
(474.5)
(601.2)
Net increase (decrease) in cash and cash equivalents
57.5
(19.4)
Cash and cash equivalents:
at January 1
5.11
82.0
101.4
at December 31
5.11
139.5
82.0
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
The notes are an integral part of these consolidated financial statements.
112 | Telenet | Annual Report 2021 |
5. Notes to the consolidated
financial statements for the
year ended December 31, 2021
5.1 Reporting entity and basis of preparation
5.1.1 Reporting entity
The accompanying consolidated financial statements present the operations of Telenet Group Holding NV, its subsidiaries and other consolidated
companies (hereafter collectively referred to as the “Company” or “Telenet”). Through its broadband network, the Company offers basic and enhanced
video services, including pay television services, broadband internet and fixed-line telephony services to residential subscribers in Flanders and certain
communes in Brussels as well as broadband internet, data and voice services in the business market throughout Belgium and parts of Luxembourg. The
Company also offers mobile telephony services through its own mobile network.
Telenet Group Holding NV and its principal operating subsidiaries are limited liability companies organized under Belgian law. Subsidiaries and structured
financing entities ("SEs") have been incorporated in Luxembourg in order to structure the Company’s financing operations.
5.1.2 Basis of preparation
In accordance with the EU Regulation 1606/2002 of July 19, 2002, the consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the European Union ("EU") (“EU IFRS”). The financial statements have been prepared on the
historical cost basis, except for certain financial instruments and the net assets acquired in a business combination, which are measured at fair value. The
assets and related liabilities classified as held-for-sale are measured at their carrying value as the carrying value did not exceed their fair value. The
methods used to measure fair values are discussed further in note 5.3.6. The principal accounting policies are set out in section 5.2 below.
5.1.3 Functional and presentation currency
These consolidated financial statements are presented in euro (“€”), which is the Company’s functional currency, rounded to the nearest hundred
thousand (€0.1 million) except when indicated otherwise.
5.1.4 Use of estimates and judgments
The preparation of financial statements in accordance with EU IFRS requires the use of certain critical accounting estimates and management judgment in
the process of applying the Company’s accounting policies that affects the reported amounts of assets and liabilities and disclosure of the contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The areas
involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements
are disclosed in the following notes:
•note 5.3.6: Financial instruments: fair values
•note 5.4: Property and equipment - determination of useful lives
•note 5.5: Impairment testing of goodwill
•note 5.6: Other intangible assets - determination of useful lives
•note 5.7.1: Investments in and loans to equity accounted investees - determination of fair value of the underlying assets and liabilities
•note 5.8: Trade receivables - determination of loss allowances for expected credit losses on doubtful debtors
•note 5.14: Derivative financial instruments:fair values
•note 5.15: Deferred taxes - purchase price allocation upon acquisitions and recognition of deferred tax assets for tax loss carry forwards
•note 5.16: Other non-current liabilities - determination of employment benefit obligations
•note 5.18.2: Provisions - determination of site restoration provision
•note 5.18.2: Provisions - determination of obligations resulting from legal claims, subject to the future outcome of litigation in progress
•note 5.24: Acquisition of subsidiary - Purchase price allocation
Telenet | Annual Report 2021 | 113
•note 5.29: Leases - Lease term / extension options
A number of the Company’s accounting policies and disclosures require the measurement of fair value, for both financial and non-financial assets and
liabilities. When measuring the fair value of an asset or liability, the Company uses market observable data to the extent available.
Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the fair value techniques, as follows:
•Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date;
•Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
•Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
For further information about the assumptions made in measuring fair values we refer to:
–note 5.3.6 Financial Instruments: fair values
–note 5.12.2 Employee share based compensation, and
–note 5.24 Acquisition and disposal of subsidiaries.
5.1.5 Going Concern
The consolidated financial statements as of December 31, 2021 showed a negative consolidated equity amounting to €1,363.1 million, mainly as a result
of the Company’s historical shareholder disbursements policy, including various capital reductions.
The Company considers its most optimal equity structure on a consolidated level, based on a certain net leverage range as described in note 5.3.5, even in
case of a negative equity on a consolidated level.
The board of directors has considered the Company’s net equity position and has prepared the consolidated financial statements applying the accounting
policies consistently on a going concern basis taking into account the following, amongst others:
•the forecasted earnings for the next year;
•a projected steadily strong positive cash flow for the next year;
•maturities of financial obligations as disclosed in note 5.3.3.
5.1.6 Reporting changes
Revenue allocation from Telenet's Small and Medium Sized ("SME") and Large Enterprise ("LE") business customers: As of the second quarter
of 2021, the Company's postpaid and total mobile subscriber count includes its SME and LE business customers, which were previously not recorded in
the Company's SIM count. As a result of the aforementioned change, the subscription and usage-related revenue generated by Telenet's SME and LE
business customers is being reported under mobile telephony revenue as of the second quarter of 2021 (as opposed to business services revenue
previously), while the interconnect revenue is now being reported under other revenue (as opposed to business services revenue previously).
Purchase price allocation for the Connectify acquisition: The Company's December 31, 2020 statement of financial position has been restated,
reflecting the retrospective impact of the purchase price allocation (“PPA”) and accounting policies alignment for the Connectify acquisition, which was
not yet available at year-end 2020. The fair value adjustment on intangible assets (€1.6 million) mainly related to the acquired trade names (€0.6 million),
customer relationships (€0.3 million) and other intangible assets subject to amortization, being a technological IPTV platform (€0.7 million). Together with
the deferred tax impact of the above-mentioned adjustments (€0.4 million), goodwill was reduced by €1.2 million. The recognition of the fair value of the
intangible assets did not result in any material additional amortization expense for the period between the acquisition date (November 30, 2020) and
December 31, 2020, and consequently, the consolidated statement of profit and loss and other comprehensive income for the twelve months ended
December 31, 2020 has not been restated.
5.1.7 Approval by board of directors
These consolidated financial statements were authorized for issue by the board of directors on March 18, 2022.
5.2 Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
No changes to the significant accounting policies have been made, except as explained in note 5.2.19, which addresses new standards, interpretations,
amendments and improvements.
114 | Telenet | Annual Report 2021 |
5.2.1 Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of
subsidiaries have been changed when necessary to align them with the policies adopted by the Company. The consolidated financial statements include
the accounts of Telenet Group Holding NV and all of the entities that it directly or indirectly controls. Intercompany balances and transactions, and any
income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Profit or loss
and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests, even if this
results in the non-controlling interests having a negative balance.
Structured Entities
The Company has established SEs for financing purposes. The Company does not have any direct or indirect shareholdings in these entities. An SE is
consolidated if, based on an evaluation of the substance of its relationship with the Company and the SE’s risks and rewards, the Company concludes
that it controls the SE.
Associates and joint ventures
The Company’s interest in equity-accounted investees comprises interests in associates and joint ventures.
Associates are those entities in which the Company has significant influence, but not control or joint control, over the financial and operating policies. A
joint venture is an arrangement in which the Company has joint control, whereby the Company has rights to the net assets of the arrangement, rather
than rights to its assets and obligations for its liabilities.
Interests in associates and joint ventures are accounted for using the equity method and are initially recognized at cost, which includes transaction costs.
Subsequent to initial recognition, the consolidated financial statements include the Company’s share of the profit or loss and other comprehensive
income of the equity-accounted investees, until the date on which significant influence or joint control ceases.
Upon contribution of a subsidiary into a joint venture, the Company recognizes any resulting gain or loss in full in profit or loss at the moment control
over the subsidiary is lost, i.e. no elimination is made for a continuing interest in the assets and liabilities contributed.
5.2.2 Segment Reporting
Operating segments are the individual operations of a company that the chief operating decision maker (“CODM”) reviews regularly in allocating
resources to these segments and in assessing segment performance. Telenet’s segment reporting is presented based on how Telenet’s internal financial
information is organized and reported to the CEO, who is Telenet’s CODM, the Senior Leadership Team ("SLT") and the board of directors.
The CEO, the SLT and the board of directors of Telenet manage the Company’s telecommunication business, inclusive of the recent acquisitions of De
Vijver Media and Connectify, as a single operation, driven by the Company’s fixed and mobile convergence strategy for both the residential and business
markets which is demonstrated in the Company's all-in offer called "WIGO" and "YUGO". They assess the Company's performance and make resource
allocation decisions based on an overall Profit and Loss Statement. The Profit and Loss Statement is analyzed at least on a monthly basis with only revenue
and direct costs allocated to separate product and service lines. The primary measure of profit within the Profit and Loss Statement used by the CODM to
assess performance is Adjusted EBITDA, and the Profit and Loss Statement does not present Adjusted EBITDA for separate product and service lines.
Notwithstanding that revenue and direct costs are allocated to the separate product and service lines, as a differentiated Profit and Loss Statement is not
used by the CODM to manage Telenet’s operations, assess performance or make resource allocation decisions, Telenet has determined that its operations
constitute one single segment.
For an overview of the Company's revenue by major category, we refer to note 5.19. The table below summarizes the Company's:
–revenues for the year ended December 31, 2021 and 2020 from external customers earned in the Company's country of domicile and in foreign
countries; and
–non-current assets, other than financial instruments, deferred tax assets, post-employment benefit assets and rights arising under insurance
contracts, located in the Company's country of domicile and in foreign countries, as of December 31, 2021 and 2020.
Telenet | Annual Report 2021 | 115
December 31, 2021
December 31, 2020, as restated (*)
(€ in millions)
Belgium
Foreign
countries
TOTAL
Belgium
Foreign
countries
TOTAL
Property & equipment
2,114.8
—
2,114.8
2,288.0
—
2,288.0
Intangible assets
783.0
—
783.0
695.2
—
695.2
Total fixed assets
2,897.8
—
2,897.8
2,983.2
—
2,983.2
For the year ended December 31, 2021
For the year ended December 31, 2020, as
restated (*)
(€ in millions)
Belgium
Foreign
countries
TOTAL
Belgium
Foreign
countries
TOTAL
Total revenue
2,595.8
—
2,595.8
2,573.2
2.0
2,575.2
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
The decrease in the revenues in foreign countries is entirely due to the the business of the Coditel S.à r.l. ("SFR-Lux") entity in Luxembourg that was taken
over by Eltrona Interdiffusion SA, which subsequently was transformed into a joint venture and is accounted for using the equity method. For detailed
information, we refer to Note 5.7.
For the years ended December 31, 2021 and December 31, 2020, no single third party customer accounted for 10% or more of the Company's total
revenues.
5.2.3 Property and equipment
Property and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. When components of an item of
property and equipment have different useful lives, they are accounted for as separate components of property and equipment. Cost includes
expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor,
any other costs directly attributable to bringing the assets to a working condition for their intended use, and the costs of dismantling and removing the
items and restoring the site on which they are located.
Depreciation is recognized in the statement of profit or loss and other comprehensive income on a straight-line basis over the estimated useful lives of
each component of property and equipment.
The following useful lives are used for the depreciation of property and equipment:
•Buildings and improvements: 10-33 years
•Network: 4-30 years
•Furniture, equipment and vehicles: 2-10 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
Government grants related to assets are recorded as a deduction from the cost in arriving at the carrying amount of the asset. The grant is recognized in
the income statement over the life of a depreciable asset as a reduction of depreciation expense.
The Company includes borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that
asset.
The cost of replacing a component of an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future
economic benefits embodied within the component will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced
component is derecognized. The costs of repairs and maintenance of property and equipment are recognized in the consolidated statement of profit or
loss and other comprehensive income as incurred.
The fair value of property and equipment recognized as a result of a business combination is based on market values. The market value of property is the
estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s-length
transaction. The market price of items of equipment is based on the quoted market prices for similar items.
116 | Telenet | Annual Report 2021 |
It is the Company’s policy to remove an asset’s gross cost and accumulated depreciation at the end of an asset’s useful life if the asset is no longer used
by the Company, except when the asset is classified as held for sale.
5.2.4 Intangible assets
Intangible assets with finite useful lives are measured at cost and are amortized on a straight-line basis over their estimated useful lives as follows:
•Network user rights: Life of the contractual right
•Trade name: 10 to 20 years
•Customer relationships and supply contracts: 5 to 10 years
•Broadcasting rights: Life of the contractual right
•Software development costs: 3 to 4 years
•Out of market component on future lease obligations acquired as part of a business combination: Term of the lease agreement
Amortization methods, useful lives and residual values are reviewed at each reporting date and are adjusted if appropriate.
Costs associated with maintaining computer software are recognized as an expense as incurred. Costs that are directly associated with the production of
identifiable and unique software products controlled by the Company, and that will probably generate economic benefits exceeding costs beyond one
year, are recognized as intangible assets.
Capitalized internal-use software costs include only external direct costs of materials and services consumed in developing or obtaining the software
and payroll and payroll-related costs for employees who are directly associated with and who devote time to the project. Capitalization of these costs
ceases no later than the point at which the project is substantially complete and ready for its intended purpose. Internally-generated intangible assets are
amortized on a straight-line basis over their useful lives. Where no internally-generated intangible asset can be recognized, development expenditure is
recognized as an expense in the period in which it is incurred.
If a Cloud Computing Arrangement ("CCA") qualifies as a service contract, the configuration or customization costs are expensed when the service is
received, unless
–the underlying asset would give rise to an intangible asset in which case IAS 38 (accounting for intangible assets) should still apply, or
–the nature of the services rendered is 'not distinct', therefore indistinguishable from the service of receiving access to the software and
consequently the implementation costs can be deferred over the contract term.
Broadcasting rights are capitalized as an intangible asset when the value of the contract is measurable upon signing. Broadcasting rights with respect to
movies are amortized on a straight-line basis over the license period. For broadcasting rights with respect to movies and programs for linear broadcasting
on the Company's public TV channels, amortization is based on the actual number of runs to reflect the pattern of consumption of the economic benefits
embodied in the content rights. Broadcasting rights with respect to sports contracts are amortized on a straight-line basis over the sports season.
Subsequent expenditure on intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it
relates. All other expenditure, including expenditure on internally generated brands, is recognized in the statement of profit or loss and other
comprehensive income as incurred.
The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method, whereby the
subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows.
The fair value of trade names acquired in a business combination is based on the discounted estimated royalty payments that have been avoided as a
result of the trade name being owned.
The fair value of mobile spectrum licenses acquired in a business combination is based on the market approach, using the price quote of the most recent
relevant spectrum license auctions.
The fair value of other intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.
It is the Company’s policy to remove an asset’s gross cost and accumulated amortization at the end of an asset’s useful life if the asset is no longer used
by the Company, except when the asset is classified as held for sale.
Telenet | Annual Report 2021 | 117
5.2.5 Impairment of financial and non-financial assets
Financial assets
The Company recognizes loss allowances for expected credit losses ("ECLs") on:
–financial assets measured at amortized cost;
–debt investments measured at fair value through other comprehensive income ("OCI") ("FVOCI");
–contract assets
The Company measures loss allowances for its trade receivables, unbilled revenue and contract assets at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company
considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward-looking
information.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls, i.e. the difference between
the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive.
ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is credit-impaired
when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
•significant financial difficulty of the borrower or issuer ;
•a breach of contract such as a default or being more than 90 days due ;
•the restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise ;
•it is probable that the borrower will enter bankruptcy or other financial reorganization ; or
•the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its
entirety or a portion thereof.
The Company’s interest in equity-accounted investees are assessed at each reporting date to determine whether there is objective evidence of impairment
in line with IAS 28.
Objective evidence of impairment includes:
•default or delinquency by a debtor;
•restructuring of an amount due to the Company on terms that the Company would not consider otherwise;
•indications that a debtor or issuer will enter bankruptcy;
•adverse changes in the payment status of borrowers or issuers;
•the disappearance of an active market for a security because of financial difficulties; or
•observable data indicating that there is a measurable decrease in the expected cash flows from a group of financial assets.
An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying
amount in accordance with IAS 36. An impairment loss is recognized in profit or loss, and is reversed if there has been a favorable change in the estimates
used to determine the recoverable amount.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized.
118 | Telenet | Annual Report 2021 |
Non-financial assets
The carrying amounts of the Company’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For intangible
assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that
are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). An impairment loss is recognized if the
carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in the statement of
profit or loss and other comprehensive income. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying
amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit or group of units on a pro rata
basis.
In respect of assets other than goodwill, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss
has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortization, if no impairment loss had been recognized.
5.2.6 Acquisition accounting and goodwill
The Company accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a
business and control is transferred to the Company. In determining whether a particular set of activities and assets is a business, the company assesses
whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to
produce outputs.
The Company has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities and assets is not a
business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable
asset or group of similar identifiable assets.
The Company measures goodwill at the acquisition date as:
•the fair value of the consideration transferred; plus
•the recognized amount of any non-controlling interests in the acquiree; plus
•if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
•the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment. The cost of an investment
in an equity-accounted investee comprises the purchase price and other costs directly attributable to the acquisition of the investment.
Goodwill is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.
Goodwill is tested for impairment annually, or more frequently when there is an indication that it may be impaired. Goodwill arising in a business
combination is allocated to the acquirer’s cash generating units that are expected to benefit from the synergies of the business combination in which
goodwill arose. This is irrespective of whether other assets or liabilities of the acquiree are assigned to those units. If the recoverable amount of the cash-
generating unit is less than the carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill and then to the
other assets pro-rata on the basis of the carrying amount of each asset. An impairment loss recognized for goodwill will not be reversed in a subsequent
period.
Costs that the Company incurs in connection with a business combination, other than those associated with the issue of debt or equity securities, are
expensed as incurred.
5.2.7 Foreign currency transactions
The Company’s functional and presentation currency is the euro, which is also the functional currency of each of the Company’s subsidiaries. Transactions
in currencies other than the euro are translated at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary
assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Gains and losses arising on
translation are included in profit or loss for the period.
Telenet | Annual Report 2021 | 119
5.2.8 Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments comprise cash and cash equivalents, trade and other receivables, loans and borrowings, trade and other payables,
and investments and loans to equity accounted investees.
Cash and cash equivalents
Cash and cash equivalents consist principally of cash at bank and money market funds with remaining maturities at acquisition of 3 months or less. Except
for money market funds, which are recognized at fair value with changes through the statement of profit or loss and other comprehensive income, cash
and cash equivalents are carried at amortized cost using the effective interest rate method, less any impairment losses.
The carrying amounts of cash and cash equivalents approximate fair value because of the short maturity of those instruments.
Trade receivables
Trade receivables do not carry any interest and are stated at their amortized cost less any allowance for doubtful amounts.
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the
reporting date.
Loans and borrowings
Interest-bearing bank loans are recorded at the proceeds received, net of direct issuance costs. Finance charges, including premiums payable on
settlement or redemption and direct issuance costs, are accounted for on an accrual basis using the effective interest method and are recorded as a
component of the related debt to the extent that they are not settled in the period in which they arise.
The Company initially recognizes debt securities issued on the date that they are originated. Such liabilities are recognized initially at fair value less any
directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest rate
method.
Deferred financing fees related to undrawn facilities are recognized as other non-current assets if it is probable that the facility will be drawn down.
In case of a modification or exchange of a debt instrument, a substantial modification is accounted for as an extinguishment. In order to determine if a
modification is substantial, the Company compares the present value of the remaining cash flows of the old debt instrument to the present value of the
cash flows on the modified instrument (including principal, interest, and other amounts paid to or received from the creditors). If the difference between
these present values is greater than 10%, then the modification is deemed substantial. In such case, the associated unamortized deferred financing fees
related to the old debt instrument are expensed as a loss on extinguishment of debt. If the outcome of the quantitative assessment shows a difference of
less than 10%, a qualitative assessment is performed to determine whether the terms of the two instruments are not substantially different. If the
exchange is not a substantial modification, then the remaining unamortized deferred financing fees of the old debt remain and are amortized over the
term of the corresponding new debts, using the effective interest method. The modification or exchange of a debt instrument resulting in a new debt
denominated in another currency is treated as a substantial modification.
Trade payables
Trade payables are not interest bearing and are stated at amortized cost. The carrying amounts of trade payables approximate fair value because of the
short maturity of those instruments.
With certain suppliers a vendor financing program is entered into with a financial institution. Under such program, suppliers entering the system are paid
by the bank earlier than their regular payment terms at a discount or at their regular payment terms without a discount while Telenet only has to pay the
bank after 360 days. Consequently, the vendor financing liabilities are accounted for as current portion of loans and borrowings (note 5.13) on the
balance sheet. With respect to the classification of vendor financing in the Company’s consolidated statement of cash flows, the Company records:
•for operational expense related invoices ("OPEX"): the cash outflows from operations and a corresponding cash inflow in financing activities
when the expenses are incurred. When the Company pays the bank, the Company records financing cash outflows;
•for capital expense related invoices ("CAPEX"): cash used in financing activities upon payment of the short term debt by the Company to the
bank after 360 days.
120 | Telenet | Annual Report 2021 |
Derivative financial instruments
The Company’s activities are exposed to changes in foreign currency exchange rates and interest rates.
The Company seeks to reduce its exposure through the use of certain derivative financial instruments in order to manage its exposure to exchange rate
and interest rate fluctuations arising from its operations and funding.
The use of derivatives is governed by the Company’s policies approved by the board of directors, which provides written principles on the use of
derivatives consistent with the Company’s risk management strategy.
Derivatives are measured at fair value. The Company does not apply hedge accounting to its derivative instruments. Accordingly, changes in the fair
values of derivative instruments are recognized immediately in the statement of profit or loss and other comprehensive income.
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not
closely related to those of host contracts and the host contracts are not carried at fair value through the statement of profit or loss and other
comprehensive income.
For cross currency and interest rate derivative contracts that are terminated prior to maturity, the cash paid or received upon termination that relates to
future periods is classified as a financing activity in the consolidated statement of cash flows.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares and share options are recognized as a
deduction from equity, net of any tax effects.
When share capital recognized as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax
effects, is recognized as a deduction from equity. Repurchased shares are presented in the reserve for own shares. When own shares are sold or reissued
subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is presented in share
premium.
5.2.9 Revenue recognition
Subscription fees for telephony, internet and premium cable television are prepaid by subscribers on a monthly basis and recognized in revenue as the
related services are provided, i.e. in the subsequent month. Subscription fees for analog cable television are prepaid by subscribers predominantly on an
annual basis and recognized in revenue on a straight-line basis over the following twelve months. Revenue from usage based premium television, mobile
and fixed telephone and internet activity is recognized on actual usage.
Upfront installation fees and other fees charged to customers are not considered to have stand-alone value, and revenue from these upfront fees is
generally deferred and recognized as revenue over the contractual period, or longer if the up-front fee results in a material renewal right.
Together with subscription fees, basic cable television subscribers are charged a copyright fee for the content received from public broadcasters that is
broadcasted over the Company’s network. These fees contribute to the cost the Company bears in respect of copyright fees paid to copyright collecting
agencies for certain content provided by the public broadcasters and other copyright holders. The Company reports copyright fees collected from cable
subscribers on a gross basis as a component of revenue due to the fact that the Company is acting as a principal in the arrangement between the public
broadcaster and other copyright holders which does not represent a pass-through arrangement. Indeed, the Company bears substantial risk in setting the
level of copyright fees charged to subscribers as well as in collecting such fees as such is determined that the Company controls the relating service before
it is transferred to the customer.
With respect to multiple element arrangements, the revenue is generally recognized based on delivery of goods and/or services and whereby the
transaction price is allocated to each performance obligation based on the stand-alone selling prices.
Revenue from prepaid mobile phone cards is recognized at face value as deferred income at the time of sale and recognized in revenue upon usage of the
call value.
Revenue from termination fees is recognized at the time of the contract cancellation, if and only if, collectibility of the fee is reasonably assured. If
collectibility of the termination fee is not reasonably assured at the time of billing, revenue is deferred until cash is received.
Customers may be charged a downgrade fee when they switch to a lower tier service. Generally, the downgrade is not considered to be distinct and
downgrade fees are therefore deemed to be part of the overall consideration for the ongoing service. Revenue from downgrade fees is recognized on a
straight-line basis over the longer period of (i) the related subscription contract or (ii) the expected remaining length of the customer relationship.
Digital television customers may rent a set-top box from Telenet. When customers elect to change the type of set-top box that they rent from Telenet,
they may be charged a swap fee. The swap to a different type of set-top box is not considered to be distinct to the customer and revenue from swap fees
Telenet | Annual Report 2021 | 121
is recognized on a straight-line basis over the shorter period of (i) the expected remaining length of the customer relationship or (ii) the useful life of the
set-top box.
Amounts billed for certain premium voice and SMS content are not presented as revenues but are netted against the corresponding expenses, because
Telenet carries no legal responsibilities for the collection of these services and acts solely on behalf of the third-party content providers.
Revenue from mobile handset sales transactions, for which the customer entered into a consumer credit agreement with the Company and for which
distinct service and payment obligations are applicable from those related to an airtime service contract, is recognized at the time of the sale of the
handset as the customer takes full legal title to the handset. This revenue is recognized upon the sale of the handset, if and only if, collectibility of all
monthly payments is reasonably assured.
Wholesale revenue earned under MVNO agreements is billed on a monthly basis and recognized in accordance with the usage of the services provided in
accordance with the specifications as contractually agreed upon.
Interconnection revenue paid by other telecommunication operators for use of Telenet's network, as well as roaming revenue resulting from receiving or
making calls abroad is recognized upon usage.
Revenue from reminder fees are considered to represent a distinct revenue stream and are therefore recognized as revenue.
5.2.10 Operating expenses
Operating expenses consist of interconnection and roaming costs, network operations, maintenance and repair costs and cable programming costs,
including employee costs and related depreciation and amortization charges. The Company capitalizes most of its installation costs, including direct labor
costs. Copyright and license fees paid to the holders of those rights and their agents are the primary component of the Company’s cable programming
costs. Other direct costs include costs that the Company incurs in connection with providing its residential and business services, such as interconnection
charges and bad debt expense. Network costs consist of costs associated with operating, maintaining and repairing the Company’s broadband network
and customer care costs necessary to maintain its customer base.
Certain municipalities and provinces levy local taxes on an annual basis on masts, pylons and antennas. These taxes do not qualify as income taxes and are
recorded as operational taxes. Given the uncertainties surrounding the lawfulness, the Company continues to account for these as a risk in accordance
with IAS 37. As the levy is triggered based on the pylons at the beginning of each fiscal year, a liability and the related expense are recognized in
accordance with IFRIC 21 at the beginning of each year. Interest charges related to the non-payment of these taxes are recognized and recorded on a
monthly basis.
5.2.11 Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that the Company
will be required to settle that obligation and the amount can be reliably measured. Provisions are measured at the Company’s best estimate of the
expenditure required to settle its liability and are discounted to present value where the effect is material.
A provision for restructuring is recognized when the Company has approved a detailed and formal restructuring plan, and the restructuring either has
commenced or has been announced to those affected. Future operating losses are not provided for.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the
unavoidable costs of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of
terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any
impairment loss on the assets associated with that contract.
The obligation related to dismantling network sites is recognized as a tangible asset and a corresponding liability which is measured by using appropriate
inflation and discount rates.
5.2.12 Leases
At inception of a contract, the Company assesses whether a contract is, or contains a lease. The Company makes a distinction between (i) a service
contract and (ii) a lease based on whether the contract conveys the right to control the use of an identified asset, and accounts for these components
separately.
To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
–the contract involves the use of an identified asset - this may be specified explicitly or implicitly, and should be physically distinct or represent
substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;
–the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
–the Company has the right to direct the use of the asset. The Company has this right when it has the decision-making rights that are most
relevant to changing how and for what purpose the asset is used. In rare cases where the decision how and for what purpose the asset is used
is predetermined, the Company has the right to direct the use of the asset if either:
122 | Telenet | Annual Report 2021 |
–the Company has the right to operate the asset, or
–the Company designed the asset in a way that predetermines how and for what purpose it will be used.
i. Leases in which the Company is a lessee
The Company recognises a right-of-use asset and a lease liability at the lease commencement date, for:
–leases of Canon network
–leases of site rentals
–leases of real estate
–leases of cars
–leases of dark fiber
Site rentals comprise of a right to use a third party’s property on which the Company builds its pylons and mobile related equipment. Site sharing consists
of Telenet’s mobile related equipment placed on pylons that are property of other operators. The Company receives in exchange for the periodic
consideration a specific and dedicated place on the pylon in question. In both cases, we determined that it consists of specified assets of which the
Company obtains substantially all of the economic benefits and has the right to direct the use and consequently, corresponding right-of-use assets and
lease liabilities have been recognized.
With respect to arrangements regarding network equipment, the Company determined that for dark fiber arrangements, an identified asset exists as the
specific strand is physically distinct and identified in the contract, for which the Company obtains substantially all of the economic benefits and has the
right to direct the use of the identified asset. As a result dark fiber leases satisfy the definition of a lease. Lit fiber arrangements consist of a set amount
of capacity provided but do not identify any individual fiber strands and correspondingly do not meet the definition of an identified asset and thus are not
considered to be a lease. For duct arrangements in which we do not have exclusive access, the arrangements do not consist of a lease.
The Company assesses the applicable lease term and whether any options to extend the lease term are to be considered 'reasonably certain' to be
exercised or not. Specifically for the site rentals, the Company has determined that the extension options are not 'reasonably certain' to be exercised and
consequently, these are not taken into account in the determination of the lease term. The Company reassess the lease term in response to changes in
market conditions and circumstances.
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost,
including direct expenses, and subsequently at cost less any accumulated depreciation and impairment losses, and adjusted for certain remeasurements of
the lease liability. The right-of-use asset is depreciated using the straight-line method from the commencement date to the earlier of the end of the useful
life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those for
property and equipment.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, excluding non-lease
components and variable lease payments. This lease liability is discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The lease
liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a
change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a
residual guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a
termination option is reasonably certain not to be exercised.
In determining its incremental borrowing rate, the company determines and applies the:
–reference rate;
–financing spread adjustment; and
–lease specific adjustment.
The reference rate is based on local currency, the euro, and the lease term and is determined based on market standard rates for a collateralized
borrowing from Bloomberg for the following ranges:
–less than 1 year
–1 year to less than 3 years
–3 years to less than 5 years
–5 years to less than 10 years
–10 years to less than 20 years
–20 years or greater
Telenet | Annual Report 2021 | 123
This reference rate is refreshed on a monthly basis. The key factors determining the financing spread adjustment to the reference rate are the credit
profile and the asset rating of the Company. The credit rating of the Company is provided by Moody's. The reference rate is adjusted to reflect the
purchase of an asset and is not deemed uncollateralized. With respect to the adjustment for the specific asset-type of the underlying collateral, IFRS 16
does not specify what type of asset must be used, only that the asset must be of similar value to the right-of-use asset and as such, the Company
determined that a lease specific adjustment is not necessary. Based on the asset rating discussion above, we have factored in that the rating is on a
collateralized basis.
Given the size of the Telenet's lease portfolio, the Company applies a single discount rate to a portfolio of leases with reasonably similar characteristics
(such as leases with a similar remaining lease term for a similar class of underlying asset in a similar economic environment). As the Company's
incremental borrowing rate is determined by range of lease term, adjusted for the credit and asset ratings, on a monthly basis, this leads to homogeneous
portfolios in which the discount rate would not materially differ from applying a lease-by-lease approach.
The Company elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The
Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Changes in the contractual terms and conditions that increase the scope of the lease at stand-alone prices, are considered modifications that create a
separate lease. Temporary extensions of existing leases that came to maturity date and which have not yet been replaced by new long-term agreements
are lease modifications that do not increase the scope of the lease and consequently are not separate leases at the effective date of the modification.
Therefore, the lease liability is remeasured with a corresponding adjustment to the right of use asset.
With respect to certain specific transactions, the Company (acting as ‘seller-lessee’) transfers an asset to another entity (‘buyer-lessor’) which is
subsequently leased back by the Company. In accordance with IFRS 15, the Company determined that it does not satisfy a performance obligation as the
control of the underlying asset to the buyer-lessor is not transferred. As a result, these transactions are accounted for as a financing transaction.
ii. Leases in which the Company is a lessor
At lease inception, the Company determines whether each lease is a finance lease or an operating lease. With respect to this classification, the Company
makes an assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. It this is the
case, the lease is a finance lease; if not, it is an operating lease.
Site sharing agreements in which other operators use the pylons that are the property of Telenet, contain a lease and are determined to be operating
leases. As a result, the Company does not derecognize the underlying asset. Future contractual rental payments from the lessee are recognized as
income and receivables over the lease term as the payments become receivable.
With respect to customer premise equipment ("CPE"), a.o. the set-top boxes and modems offered to residential customers, the Company concluded that
the contracts do not contain a lease as the customer (i) does not receive substantially all of the economic benefits of the asset, and (ii) does not clearly
direct the use of the CPE. As a result the right to control the use is not conveyed.
Certain customized equipment offerings to business customers qualify as manufacturer or dealer leases. With respect to these finance leases, the
Company recognizes (i) revenue, (ii) cost of sales, and (iii) selling profit upon lease commencement in correspondence with its policy for outright sales. At
the lease commencement date, the Company recognizes assets held under finance lease as a receivable at an amount equal to the net investment in the
lease.
5.2.13 Income taxes
Income tax expense comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any
adjustments to tax payable in respect of previous years.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the calculation of taxable profit, and is accounted for using the balance sheet method. Deferred tax
liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable
profits will be available against which deductible temporary differences can be utilized. Such liabilities are not recognized if the temporary difference arises
from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction that is not a business combination and
that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries except where the Company is able to control
the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred tax asset is recognized for the carry forward of unused tax losses to the extent that it is probable that future taxable profit will be available
against which the unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
124 | Telenet | Annual Report 2021 |
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realized. Current and deferred
tax is charged or credited to the statement of profit or loss and other comprehensive income, except when it relates to items charged or credited directly
to equity, in which case the current or deferred tax is also dealt with in equity.
In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional
taxes and interest may be due. The Company believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of
many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of
judgments about future events. New information may become available that causes the Company to change its judgment regarding the adequacy of
existing tax liabilities. Such changes to tax liabilities will impact tax expense in the period that such a determination is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes
levied by the same tax authority on the same taxable entity.
5.2.14 Employee benefits
Pension and other post-employment benefit obligations
The Company provides both defined benefit and defined contribution plans to its employees, directors and certain members of management.
For defined contribution plans, the Company pays fixed contributions into a separate entity. The Company has no obligation to pay further amounts in
case the plan assets are insufficient to pay all employee benefits relating to current and prior service. Obligations for contributions to defined contribution
plans are recognized as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees.
As a result of minimum guaranteed rates of return imposed by law, there is a risk that the Company has to pay additional contributions. Therefore, the
Belgian defined contribution plans classify as defined benefit plans.
A defined benefit plan is a post-employment benefit plan that is not a defined contribution plan. For defined benefit pension plans, the cost of providing
benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. The discount rate is
based on the yield at the reporting date on high quality corporate bonds (average yield on AA corporate bonds in euro, benchmarked against the iBoxx €
AA Corporates index) taking into account the duration of the Company’s obligations.
For the defined contribution plans subject to minimum guaranteed rates of return, the defined benefit obligation is based on the higher of the
contributions increased by the minimum guaranteed rates of return and the actual accumulated reserves (plans funded through a pension fund) or the
paid-up insured benefits (insured plans). For plans whereby the contributions increase by age, the prospective benefits are attributed on a straight line
basis over the employee’s career.
The net defined benefit liability/(asset) recognized in the balance sheet corresponds to the difference between the defined benefit obligation and the fair
value of the plan assets. In case of a surplus, the net defined benefit (asset) is limited to the present value of future economic benefits available in the
form of a reduction in contributions or a cash refund.
For insured plans, the fair value of the insurance policies is based on the insurance reserves.
Remeasurements of the net defined benefit liability/(asset), which comprise actuarial gains and losses on the defined benefit obligation, the return on plan
assets (excluding interest income) and changes in the effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI.
The Company determines the net interest expense (income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to
measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability/(asset), taking into account any
changes in the net defined benefit liability/(asset) during the period as a result of contributions and benefit payments. Net interest expense is recognized
in profit or loss.
Past service cost resulting from plan amendments or curtailments is recognized immediately in profit or loss.
The Company also provides post-retirement health care benefits to certain employees. The expected costs of these benefits are accrued over the period of
employment using an accounting methodology similar to that for defined benefit pension plans.
Other long term employee benefit obligations
The Company provides long term service awards to its employees. The expected costs of these benefits are accrued over the period of employment using
an accounting methodology similar to that for defined benefit plans. Actuarial gains and losses arising from experience adjustments, and changes in
actuarial assumptions, are recognized immediately in profit or loss.
Share-based payments
Telenet | Annual Report 2021 | 125
The Company issues equity-settled share-based payments to certain employees which are measured at fair value at the date of grant. The grant date fair
value of options granted to employees is calculated using a Black-Scholes pricing model and recognized as share-based payments expense, with a
corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. The model has been adjusted, based
on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations. Measurement inputs for the
Black-Scholes model include share price on measurement date, exercise price of the instrument, expected volatility, weighted average expected life of the
instruments, expected dividends and the risk-free interest rate.
At each balance sheet date, the Company revises its estimates of the number of options that are expected to become exercisable. It recognizes the
cumulative impact of the revision of original estimates, if any, in the statement of profit or loss and other comprehensive income, and a corresponding
adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share
premium when the options are exercised.
Cash-settled share-based payments are measured at fair value and recognized as share-based payments expense, with a corresponding increase in long
term and short term other liabilities, over the period that the employees become unconditionally entitled to the options.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognized for the amount expected to be paid under short-term cash bonus plans if the Group has a present legal or constructive obligation
to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
5.2.15 Inventories
Inventories are measured at the lower of cost or net realizable value. The cost of inventories is based on the first-in first-out principle, and includes
expenditures incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition. Net realizable value is
the estimated selling price in the ordinary course of business, less the estimated selling expenses.
5.2.16 Earnings per share
The Company presents basic and diluted earnings per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is
determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the
effects of all dilutive potential ordinary shares, which comprise warrants and options granted to employees and the CEO as disclosed in note 5.23.2.
5.2.17 Finance income and expenses
Finance income mainly comprises interest income on funds invested, changes in the fair value of financial instruments, net gains on financial instruments
and foreign exchange gains. Interest income is recognized as it accrues in the statement of profit or loss and other comprehensive income, using the
effective interest method.
Finance expense mainly comprises interest expense on loans and borrowings, changes in the fair value of financial instruments, net losses on financial
instruments and foreign exchange losses.
Foreign currency gains and losses are reported on a net basis.
5.2.18 Customer acquisition costs
Customer acquisition costs are the directly attributable costs incurred in signing up a new customer. These include, but are not limited to, incentives paid
to retailers, commissions paid to external dealers or agents, and sales commissions to the Company's staff.
Customer acquisition costs paid to a party other than the customer are capitalized as intangible assets if and only if the definition and recognition criteria
are met, the costs are incremental to the subscriber contracts, and can be measured reliably. As these criteria are generally not met, customer acquisition
costs are generally expensed as incurred.
Cash incentives given to customers are not viewed as customer acquisition costs, but are recognized as a deduction from revenue.
Benefits in kind given to customers, to the extent they do not represent a separate component of the arrangement, are recognized as an expense in the
appropriate periods.
5.2.19 Changes in accounting policies
The following changes in accounting policies are reflected in the Company’s consolidated financial statements as of and for the year ended December 31,
2021.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 (issued on 27 August 2020) address issues
that might affect financial reporting during the reform of an interest rate benchmark, including the effects of changes to contractual cash flows or
hedging relationships arising from the replacement of an interest rate benchmark with an alternative benchmark rate (replacement issues).
126 | Telenet | Annual Report 2021 |
In Phase 2 of its project, the Board amended requirements in IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement,
IFRS 7 Financial Instruments: Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases relating to:
•changes in the basis for determining contractual cash flows of financial assets, financial liabilities and lease liabilities;
•hedge accounting; and
•disclosures.
The Phase 2 amendments apply only to changes required by the interest rate benchmark reform to financial instruments and hedging relationships. The
amendments apply retrospectively from 1 January 2021. Hedging relationships previously discontinued solely because of changes resulting from the
reform will be reinstated if certain conditions are met. These amendments have been endorsed by the EU in January 2021 and had no material impact on
the Group's consolidated financial statements.
With respect to the fundamental global reform of interest rate benchmarks and the assessment of the expected impact on the Company's outstanding
loans and borrowings, as well as on the derivative financial instruments, we refer to note 5.3.4.
Amendment to IFRS 16 Impact of the initial application of Covid-19-Related Rent Concessions (lessee relief extended), issued by the IASB in
May 2020, provides practical relief to lessees in accounting for rent concessions occurring as a direct consequence of COVID-19, by introducing a practical
expedient to IFRS 16. This practical expedient has been extended by 12 months.
The practical expedient permits a lessee to elect not to assess whether a COVID-19-related rent concession is a lease modification. A lessee that makes
this election shall account for any change in lease payments resulting from the COVID-19-related rent concession the same way it would account for the
change applying IFRS 16 if the change were not a lease modification.
The practical expedient applies only to rent concessions occurring as a direct consequence of COVID-19 and only if all of the following conditions are met:
a) The change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for
the lease immediately preceding the change;
b) Any reduction in lease payments affects only payments originally due on or before 30 June 2022 (a rent concession meets this condition if it
results in reduced lease payments on or before 30 June 2022 and increased lease payments that extend beyond 30 June 2022); and
c) There is no substantive change to other terms and conditions of the lease.
The amendment is effective for annual periods beginning on or after April 1, 2021, has been endorsed by the EU in August 2021 and didn't have a
material impact on the Company’s consolidated financial statements. During the year ended December 31, 2021, the Company, acting as a lessee as well
as a lessor, did not renegotiate the terms of its leases as a result of COVID-19, nor did it grant, as a lessor, a lessee a concession of some sort in
connection with lease payments.
5.2.20 Forthcoming requirements
Standards, annual improvements, amendments and interpretations to existing standards that are not yet effective for the year ended December 31, 2021
and have not been early adopted by the Company.
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2021, and have not
been applied in preparing these consolidated financial statements. The adoption of these standards, amendments to standards and interpretations, is not
expected to have a material impact on the Company’s financial result or financial position:
Amendments to IAS 1 Presentation of Financial statements: Classification of Liabilities as Current or Non-current, issued on 23 January 2020,
clarify a criterion in IAS 1 for classifying a liability as non-current: the requirement for an entity to have the right to defer settlement of the liability for at
least 12 months after the reporting period. The amendments:
–specify that an entity’s right to defer settlement must exist at the end of the reporting period;
–clarify that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer
settlement;
–clarify how lending conditions affect classification; and
–clarify requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.
On July 15, 2020, the IASB issued Classification of Liabilities as Current or Non-current — Deferral of Effective Date (Amendment to IAS 1) deferring the
effective date of the January 2020 amendments to IAS 1 by one year to annual reporting periods beginning on or after January 1, 2023. The amendments
have not yet been endorsed by the EU.
On November 19, 2021, the IASB published the exposure draft Non-current Liabilities with Covenants (Proposed amendments to IAS 1). The Exposure
Draft aims to improve the information an entity provides when its right to defer settlement of a liability for at least twelve months is subject to compliance
with conditions.
Telenet | Annual Report 2021 | 127
Amendments to IFRS 3 Business Combinations; IAS 16 Property, plant and Equipment; IAS 37 Provisions, Contingent Liabilities and
Contingent Assets as well as Annual improvements, issued on 14 May 2020, include several narrow-scope amendments which are changes that
clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards:
–Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without
changing the accounting requirements for business combinations.
–Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment
amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize
such sales proceeds and related cost in profit or loss. The amendments also clarify that testing whether an item of PPE is functioning properly
means assessing its technical and physical performance rather than assessing its financial performance.
–Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing
whether a contract will be loss-making. The amendments clarify that the ‘costs of fulfilling a contract’ comprise both: the incremental costs; and
an allocation of other direct costs.
–Annual Improvements to IFRS Standards 2018–2020 make minor amendments to:
• IFRS 1 First-time Adoption of International Financial Reporting Standards,
•IFRS 9 Financial Instruments, clarification which fees should be included in the 10% test for derecognition of financial liabilities,
•IAS 41 Agriculture, and
•the Illustrative Examples accompanying IFRS 16 Leases
The amendments are effective for annual periods beginning on or after 1 January 2022. These amendments have been endorsed by the EU in July 2021.
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies, issued on 12
February 2021, include narrow-scope amendments to improve accounting policy disclosures so that they provide more useful information to investors and
other primary users of the financial statements. The amendments to IAS 1 require companies to disclose their material accounting policy information
rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of
materiality to accounting policy disclosures.
The amendments are effective for annual periods beginning on or after 1 January 2023. These amendments have not yet been endorsed by the EU.
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates, issued on 12
February 2021, clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. The distinction is
important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in
accounting policies are generally also applied retrospectively to past transactions and other past events.
The amendments are effective for annual periods beginning on or after 1 January 2023. These amendments have not yet been endorsed by the EU.
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction, issued on 6 May 2021,
clarifies how companies should account for deferred tax on transactions such as leases and decommissioning obligations. IAS 12 Income Taxes specifies
how a company accounts for income tax, including deferred tax, which represents tax payable or recoverable in the future. In specified circumstances,
companies are exempt from recognizing deferred tax when they recognize assets or liabilities for the first time. Previously, there had been some
uncertainty about whether the exemption applied to transactions such as leases and decommissioning obligations—transactions for which companies
recognize both an asset and a liability. The amendments clarify that the exemption does not apply and that companies are required to recognize deferred
tax on such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations.
The amendments are effective for annual periods beginning on or after 1 January 2023. These amendments have not yet been endorsed by the EU.
Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in associates and joint ventures
The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm
that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’ (as
defined in IFRS 3 Business Combinations).Where the non-monetary assets constitute a business, the investor will recognize the full gain or loss on the sale
or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognized by the investor only to the extent of the
other investor’s interests in the associate or joint venture.
The effective date of the amendments has been deferred indefinitely. Early application of the amendments is permitted.
128 | Telenet | Annual Report 2021 |
5.3 Risk management
5.3.1 General
The Company is exposed to various risks within the context of its normal business activities, which could have a material adverse impact on its business,
prospects, results of operations and financial condition. Therefore, managing these risks is very important to the management of the Company. To
support its growth and help management and the directors to deal with the challenges the Company faces, the Company has set up a risk management
and internal control system. The purpose of the risk management and internal control framework is to enable the Company to meet its objectives. The
most important components of this system are described in the Company's Corporate Governance Statement under 8.4 Internal control and risk
management systems.
The Company conducts its business in a rapidly changing environment that gives rise to numerous risks and uncertainties that it cannot control. Please
refer to sections 8.4.3 Risk areas and 3 Risk factors for more detailed information.
The Company is involved in a number of legal procedures arisen in the normal course of operations, as Telenet operates within a highly competitive
environment. Legal proceedings may arise in connection with matters such as intellectual property, advertising campaigns, product offerings and
acquisition opportunities. Telenet discusses in note 5.26.1 certain procedures, which are still pending and in which the Company is involved. Besides the
procedures described in note 5.26.1, Telenet does not expect the legal proceedings in which it is a party or by which it is threatened to have a material
adverse effect on the activities or consolidated financial position. However, the Company notes that the outcome of legal proceedings can be extremely
difficult to predict, and Telenet offers therefore no guarantees.
5.3.2 Credit risk
Qualitative disclosures
Credit risk encompasses all forms of counterparty exposure, i.e. where counterparties may default on their obligations to the Company in relation to
lending, hedging, settlement and other financial activities. The Company is exposed to credit risk from its operating activities and treasury activities.
The largest share of the gross assets subject to credit risk from operating activities are trade receivables from residential and small business customers
located throughout Belgium and outstanding receivables towards Telenet's wholesale, interconnect and roaming partners. Accordingly, the Company has
no significant concentration of credit risk. The risk of material loss from non-performance from these customers is not considered likely. The Company
establishes reserves for doubtful accounts receivable to cover the potential loss from non-payment by these customers.
As for credit risk on financial instruments, the Company maintains credit risk policies with regard to its counterparties to minimize overall credit risk. These
policies include an assessment of a potential counterparty’s financial condition, credit rating and other credit criteria and risk mitigation tools as deemed
appropriate. The Company maintains a policy of entering into such transactions only with highly rated European and US financial institutions. To minimize
the concentration of counterparty credit risk, the Company enters into derivative transactions with a portfolio of financial institutions. Likewise, cash and
cash equivalents are placed with highly rated financial institutions and only highly rated money market funds are used.
Quantitative disclosures
The Company considers its maximum exposure to credit risk to be as follows:
(€ in millions)
Note
December 31, 2021
December 31, 2020, as
restated (*)
Cash and cash equivalents (including money market funds, certificates of deposits)
5.11
139.5
82.0
Trade receivables
5.8
183.4
193.7
Derivative financial instruments
5.14
87.9
106.7
Receivables from sale of sports broadcasting rights
5.9
—
3.9
Indemnification receivable from acquisitions
5.9
15.1
13.8
Prepaid content
5.9
4.7
6.1
Prepayments
5.9
40.9
45.9
Outstanding guarantees to third parties for own liabilities (cash paid)
5.9
1.7
1.7
Loans to equity accounted investees
5.7
9.5
9.5
Total
482.7
463.3
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
More detailed financial information has been disclosed under the respective notes to the consolidated financial statements of the Company.
Telenet | Annual Report 2021 | 129
5.3.3 Liquidity risk
Qualitative disclosures
The principal risks to the Company’s sources of liquidity are operational risks, including risks associated with decreased pricing, reduced subscriber
growth, increased marketing costs and other consequences of increasing competition, new regulations and potentially adverse outcomes with respect to
the Company’s litigations as described in note 5.26.1. Telenet’s ability to service its debt and to fund its ongoing operations will depend on its ability to
generate cash. Although the Company anticipates generating positive cash flow after deducting interest and taxes, the Company cannot assure that this
will be the case. The Company may not generate sufficient cash flow to fund its capital expenditures, ongoing operations, interest and tax payments and
debt obligations.
Telenet Group Holding NV is a holding company with no source of operating income. It is therefore dependent on capital raising abilities and dividend
payments from subsidiaries to generate funds. The terms of the 2020 Amended Senior Credit Facility contain a number of significant covenants that
restrict the Company’s ability, and the ability of its subsidiaries to, among other things, pay dividends or make other distributions, make capital
expenditures, incur additional debt and grant guarantees. The agreements and instruments governing its debt contain restrictions and limitations that
could adversely affect the Company’s ability to operate its business.
The Company believes that its cash flow from operations and its existing cash resources, together with available borrowings under the 2020 Amended
Senior Credit Facility, will be sufficient to fund its currently anticipated working capital needs, capital expenditures and debt service requirements.
The 2020 Amended Senior Credit Facility is discussed in greater detail in note 5.13.1 of the consolidated financial statements of the Company.
The Company has implemented a policy on financial risk management, which has last been reviewed and approved by the Audit and Risk Committee in
October 2017. With respect to liquidity and funding risks, the key objectives can be summarized as:
•ensure that at all times the Company has access to sufficient cash resources to meet its financial obligations as they fall due and to provide
funds for capital expenditure and investment opportunities as they arise;
•ensure that the Company has sufficient excess liquidity to ensure that the Company can meet its non-discretionary financial obligations in the
event of unexpected business disruption;
•ensure compliance with borrowing facilities covenants and undertakings.
A minimum level of cash and cash equivalents is maintained in order to meet unforeseen cash expenses. A limit has also been set regarding the maximum
amount that can be deposited and invested per banking counterparty. The Company’s funding requirements and funding strategy are reviewed annually.
In September 2016 the Company entered into a €25.0 million bank overdraft facility in order to allow for a more active cash management policy within
the context of continued negative short-term interest rate s. In April 2020, the Company cancelled the short-term €60.0 million revolving credit facility
with availability up to December 31, 2021 and the €400.0 million revolving credit facility with availability up to June 30, 2023. The Company issued a
new €510.0 million revolving credit facility ("Revolving Credit Facility I") up to May 31, 2026. This new revolving credit facility can be used for general
corporate purposes and carries a margin of 2.25% over EURIBOR (0% floor). In December 2020, the Company extended the short-term €20.0 million
revolving credit facility for five years up to September 30, 2026. This extended revolving credit facility carries a margin of 2.25% over EURIBOR (0% floor),
which is similar to the margin under the Revolving Credit Facility I.
A limit has been set regarding the maximum amount that can be invested per derivative product type. On top of this limit, the authorized financial
counterparties have been determined and limits have been set for each counterparty by reference to their long-term credit rating.
130 | Telenet | Annual Report 2021 |
Quantitative disclosures
The Company’s aggregate contractual cash flows as at December 31, 2021 and 2020 were as follows:
Situation as of December 31, 2021
Payments due by period
(€ in millions)
Contractual obligations
Total
Less than
1 year
2 years
3 years
4 years
5 years
After
5 years
Long term debt (1) (3)
6,051.4
499.9
166.1
175.2
178.0
178.0
4,854.0
Lease obligations (1) (3)
520.9
92.6
81.2
56.9
51.2
46.3
192.7
Other contractual obligations (2)
1,268.3
260.2
190.2
137.6
85.3
31.0
564.0
Interest rate derivatives (3)
(84.1)
27.8
(7.3)
(27.3)
(28.1)
(15.6)
(33.6)
Foreign exchange derivatives
48.9
47.5
1.4
—
—
—
—
Accrued expenses and other current
liabilities (4)
522.7
522.7
—
—
—
—
—
Trade payables
166.5
166.5
—
—
—
—
—
Total contractual obligations
8,494.6
1,617.2
431.6
342.4
286.4
239.7
5,577.1
Situation as of December 31, 2020, as
restated (*)
Payments due by period
(€ in millions)
Contractual obligations
Total
Less than
1 year
2 years
3 years
4 years
5 years
After
5 years
Long term debt (1) (3)
5,898.6
503.1
129.9
148.9
148.2
148.4
4,820.1
Lease obligations (1) (3)
555.5
89.0
80.8
72.1
53.1
48.8
211.7
Other contractual obligations (2)
1,180.9
263.2
130.3
87.3
56.5
46.5
597.1
Interest rate derivatives (3)
(107.3)
16.7
14.9
(25.2)
(30.5)
(27.4)
(55.8)
Foreign exchange derivatives
57.0
55.4
1.6
—
—
—
—
Accrued expenses and other current
liabilities (4)
286.4
286.4
—
—
—
—
—
Trade payables
174.9
174.9
—
—
—
—
—
Total contractual obligations
8,046.0
1388,7
357,5
283,1
227,3
216.3
5573,1
1 Interest included.
2 Represents fixed minimum commitments under certain programming and purchase agreements, amounts associated with certain operating costs resulting from the
Interkabel acquisition as well as commitments related to the 2G and 3G spectrum (note 5.6).
3 Contractual obligations with a floating interest rate are based on the rate outstanding as at December 31. The contractual obligations also reflect the euro value of nominal
exchanges due at maturity of the Company's cross currency interest rates swaps.
4 Excluding compensation and employee benefits, VAT and withholding taxes.
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
5.3.4 Market risk
The Company is exposed to market risks relating to fluctuations in interest rates and foreign exchange rates, primarily between the US dollar and euro.
The Company uses financial instruments to manage its exposure to interest rate and foreign exchange rate fluctuations. Each of these risks is discussed
below.
Qualitative disclosures on foreign exchange risk
The Company undertakes certain transactions in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are
managed within approved policy parameters utilizing forward foreign exchange contracts.
The Company’s functional currency is the euro. However, the Company conducts, and will continue to conduct, transactions in currencies other than the
euro, particularly the US dollar. Approximately 1.5% (2020: approximately 2.6%) of the Company’s costs of operations (primarily the costs of network
hardware equipment, software and premium cable television rights) were denominated in US dollars, while all of its revenue was generated in euros. The
year-on-year decrease reflected lower USD purchases for foreign content as Telenet created Streamz, a local streaming initiative together with the local
media group DPG Media, in which Telenet holds a 50% stake. Through the set-up of this joint venture, certain premium content is directly procured
through Streamz as opposed through the broadcasting studios directly previously. Decreases in the value of the euro relative to the US dollar would
Telenet | Annual Report 2021 | 131
increase the cost in euro of the Company’s US dollar denominated costs and expenses, while increases in the value of the euro relative to the US dollar
would have the reverse effect.
The Company has historically covered a portion of its US dollar cash outflows arising on anticipated and committed purchases through the use of foreign
exchange derivative instruments. The Company uses forward foreign exchange contracts to manage the exchange rate risk arising from:
•purchases of goods and services in foreign currency;
•capital equipment priced in foreign currency or subject to price changes due to movements in exchange rates;
•payments of royalties, franchise or license fees denominated in a foreign currency.
Although the Company takes steps to protect itself against the volatility of currency exchange rates, there is a residual risk that currency risks due to
volatility in exchange rates could have a material adverse effect on the Company’s financial condition and results of operations.
The Company taps the USD and the € debt markets in order to diversify its lenders' sources and to maximize the all-in € rate It is the Company's policy to
hedge the currency risk on the capital and the interests arising from the issuance of an USD denominated debt.
In January 2020, Telenet successfully issued and priced a new 8.25-year USD 2,295 million Term Loan (“Facility AR”) and a new 9.25-year €1,110 million
Term Loan (“Facility AQ”). Telenet has used the net proceeds of these issuances to redeem in full the previous Term Loans AN and AO of USD 2,295
million and €1,110 million, respectively. Through this leverage-neutral transaction, Telenet succeeded in reducing the margin on both term loans by 25
basis points, which further solidifies its Adjusted Free Cash Flow profile after the October 2019 refinancing of the 4.875% Senior Secured Notes due
2027. The currency risk exposure of the USD 2,295 million Term Loan AR and the USD 1.0 billion 5.50% Senior Secured Fixed Notes due 2028 is hedged
through cross currency and interest rates swap derivatives.
The outstanding forward foreign exchange derivatives as of December 31, 2021 and 2020, are disclosed in more detail in note 5.14 to the consolidated
financial statements of the Company.
The outstanding amounts of loans and borrowings denominated in USD as of December 31, 2021 and 2020, are disclosed in more detail in Note 5.13 to
the consolidated financial statements of the Company.
Managing interest rate benchmark reform and associated risks
In July 2017, the U.K. Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates
for the calculation of LIBOR after 2021. Additionally, the European Money Markets Institute (the authority that administers EURIBOR) has announced that
measures will need to be undertaken by the end of 2021 to reform EURIBOR to ensure compliance with E.U. Benchmarks Regulation. In November 2020,
ICE Benchmark A dministration (the entity that administers LIBOR) announced its intention to continue publishing USD LIBOR rates until June 30, 2023,
with the exception of the one-week and two-month rates which, along with all CHF and GBP LIBOR rates, it ceased to publish after December 31, 2021.
While this extension allows additional runway on existing contracts using USD LIBOR rates, companies are still encouraged to transition away from using
USD LIBOR as soon as practicable and should not enter into new contracts that use USD LIBOR after 2021. The methodology for EURIBOR has been
reformed and EURIBOR has been granted regulatory approval to continue to be used. Currently, there is no consensus amongst loan borrowers and
investors for what rate(s) should replace USD LIBOR.
In October 2020, the International Swaps and Derivatives Association (the ISDA) launched the Fallback Supplement, which, as of January 25, 2021,
amended the standard definitions for interest rate derivatives to incorporate fallbacks for derivatives linked to certain key interbank offered rates (IBORs).
The ISDA also launched the Fallback Protocol that enables market participants to incorporate these revisions into their legacy non-cleared derivatives with
other counterparties that choose to adhere to the protocol. The fallbacks for a particular currency apply following a permanent cessation of the IBOR in
that currency, or in the case of a LIBOR setting, that LIBOR setting becoming permanently unrepresentative, and are adjusted versions of the risk-free rates
identified in each currency. Our credit agreements contain provisions that contemplate alternative calculations of the base rate applicable to our LIBOR-
indexed and EURIBOR-indexed debt to the extent LIBOR or EURIBOR (as applicable) are not available, which alternative calculations we do not anticipate
will be materially different from what would have been calculated under LIBOR or EURIBOR (as applicable). Additionally, no mandatory prepayment or
redemption provisions would be triggered under our credit agreements in the event that either the LIBOR rate or the EURIBOR rate is not available. It is
possible, however, that any new reference rate that applies to our LIBOR-indexed or EURIBOR-indexed debt could be different from any new reference
rate that applies to our LIBOR-indexed or EURIBOR-indexed derivative instruments. For discontinued currencies and tenors, we expect to continue taking
steps to mitigate the changes in these benchmark rates, including by amending existing credit agreements and adhering to the Fallback Protocol protocol,
where appropriate. We plan to continue to manage this difference and any resulting increased variable-rate exposure through modifications to our debt
and/or derivative instruments, however future market conditions may not allow immediate implementation of desired modifications and our subsidiaries
may incur significant associated costs.
The Company’s Senior Secured Fixed Rate Notes are not subject to any impact of the IBOR reform. The 2020 Amended Senior Credit Facility, the
Revolving Credit Facilities and Overdraft Facility have EURIBOR and LIBOR as reference rates. However, at the occasion of new (re)financing transactions
over the last few years, the Company asked lenders to consent to a new clause allowing the facility agent and Telenet, without requiring lender consent,
to agree on an alternative benchmark rate at any time and make consequential amendments to the involved facilities to implement the new benchmark
rate. In October 2020, the Company also implemented a new vendor financing platform with ING replacing the B NP facility / platform. The new ING
platform references LIBOR and EURIBOR and also allows Telenet to select a replacement rate.
132 | Telenet | Annual Report 2021 |
Qualitative disclosures on interest rate risk
The Company is mainly exposed to interest rate risk arising from borrowings at floating interest rates, interest bearing investments and leases. The
Company limits its exposure to floating interest rates through the use of derivative instruments.
The risk is managed by maintaining an appropriate mix of cross-currency interest rate swap contracts, interest rate cap contracts, interest rate collar
contracts.
The Company implemented a policy on financial risk management, which has been reviewed and approved by the Audit and Risk Committee in October
2017. With respect to interest rate risk, the key objectives can be summarized as:
•only long term interest exposures (+ 1 year) are managed;
•all derivative instruments used are designated to actual interest exposures and are authorized under the policy.
As referred to above, the outstanding interest rate derivatives as of December 31, 2021 and 2209, are disclosed in more detail in note 5.14 to the
consolidated financial statements of the Company.
Under the 2020 Amended Senior Credit Facility, there is a 0% floor. As a result, if EURIBOR is below zero, then EURIBOR is deemed to be zero. The same
mechanism applies to the Company's USD-denominated exposure. As the interest rate derivatives entered into by the Company did not include a 0%
floor,the Company was at risk if the EURIBOR fell below zero at any time. As such, the company seized a market opportunity in October 2019 to buy
back this 0% floor.
Quantitative disclosures
Interest rate sensitivity testing
For interest rate derivatives, the Company has used a sensitivity analysis technique that measures the change in the fair value of these financial
instruments for hypothetical changes in the relevant base rate applicable at year-end, holding all other factors constant.
A change of 25 basis points in interest rates at the reporting date would have changed the fair values of the Company's interest rate derivatives as set out
in the table below:
Situation as of December 31 (€ in millions)
2021
2020, as restated (*)
+0.25%
-0.25%
+0.25%
-0.25%
Changes in fair value
Swaps
52.2
(52.2)
63.7
(63.7)
Floors
(10.5)
10.5
(16.9)
16.9
Total
41.7
(41.7)
46.8
(46.8)
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
The following table summarizes the Company’s obligations regarding interest payments under the outstanding floating rate indebtedness and interest
rate derivatives. The amounts generated from this sensitivity analysis are forward-looking estimates of market risk assuming certain market conditions.
Actual results in the future may differ materially from those projected results due to the inherent uncertainty of global financial markets.
Telenet | Annual Report 2021 | 133
Situation as of December 31, 2021
Interest payments due by period
+0.25%
(€ in millions)
Less than
1 year
2 years
3 years
4 years
5 years
After
5 years
2020 Amended SCF Term Loan AR
55.7
72.9
79.0
79.7
79.8
110.1
2020 Amended SCF Term Loan AQ
25.3
25.8
28.4
30.5
31.2
91.7
Interest Derivatives
24.8
(12.8)
(35.1)
(36.0)
(23.5)
(46.7)
Total
105.8
85.9
72.3
74.2
87.5
155.1
Situation as of December 31, 2021
Interest payments due by period
-0.25%
(€ in millions)
Less than
1 year
2 years
3 years
4 years
5 years
After
5 years
2020 Amended SCF Term Loan AR
45.9
62.7
68.8
69.5
69.6
96.1
2020 Amended SCF Term Loan AQ
25.3
25.5
25.3
25.3
25.6
75.9
Interest Derivatives
30.8
(2.2)
(21.7)
(20.6)
(7.7)
(20.5)
Total
102.0
86.0
72.4
74.2
87.5
151.5
Situation as of December 31, 2020, as
restated (*)
Interest payments due by period
+0.25%
(€ in millions)
Less than
1 year
2 years
3 years
4 years
5 years
After
5 years
2020 Amended SCF Term Loan AR
45.4
28.3
49.6
49.1
49.3
137.7
2020 Amended SCF Term Loan AQ
25.3
25.3
25.5
25.3
25.3
96.1
Interest Derivatives
13.5
30.7
8.3
2.7
6.0
38.2
Total
84.2
84.3
83.4
77.1
80.6
272.0
Situation as of December 31, 2020, as
restated (*)
Interest payments due by period
-0.25%
(€ in millions)
Less than
1 year
2 years
3 years
4 years
5 years
After
5 years
2020 Amended SCF Term Loan AR
38.3
22.9
40.0
39.7
39.8
111.1
2020 Amended SCF Term Loan AQ
25.3
25.3
25.5
25.3
25.3
96.1
Interest Derivatives
20.6
36.0
17.9
12.2
15.3
63.0
Total
84.2
84.2
83.4
77.2
80.4
270.2
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not the Company’s earnings or cash flows. Due to
the January 2020 refinancing, the Company does not face any debt amortizations prior to maturity at March 1, 2028. Accordingly, interest rate risk and
changes in fair market value should not have a significant effect on its fixed rate debt until the Company would be required to refinance such debt.
For further information, we refer to note 5.13 to the consolidated financial statements of the Company.
Foreign currency sensitivity testing
The following table details the Company’s sensitivity to a 10% increase and decrease of the relevant foreign exchange rate. The Company utilizes 10% as
the sensitivity rate when reporting foreign currency risk internally as it represents management’s assessment of a reasonably possible change in foreign
exchange rates. The sensitivity analysis primarily includes the effect on Telenet’s US dollar denominated payables (primarily payables associated with
network hardware equipment, software and premium cable television rights) and the Company's USD-denominated debt. As described under 5.3.4
Market risk - Qualitative disclosures on foreign exchange risk, the Company's USD-denominated debt is hedged through cross-currency interest rate
swaps. This offsets part of the foreign currency sensitivity on the Company's Term Loan AR and its USD 1.0 billion Senior Secured Notes due 2028 as
outlined in the table below based on the hedged position (if any).
134 | Telenet | Annual Report 2021 |
December 31, 2021
(USD in millions)
Foreign
currency
Amount
in foreign
currency
10% increase
10% decrease
Trade payables
USD
6.8
(0.5)
On profit or loss
0.7
On profit or loss
USD 1.0 billion Senior Secured Notes due
2028 (Facility AJ)
USD
1,000.0
(79.8)
On profit or loss
97.6
On profit or loss
2020 Amended SCF - Term Loan AR
USD
2,295.0
(183.2)
On profit or loss
223.9
On profit or loss
12/31/2020, as restated (*)
(USD in millions)
Foreign
currency
Amount
in foreign
currency
10% increase
10% decrease
Trade payables
USD
7.3
(0.5)
On profit or loss
0.7
On profit or loss
USD 1.0 billion Senior Secured Notes due
2028 (Facility AJ)
USD
1,000.0
(74.4)
On profit or loss
90.9
On profit or loss
2020 Amended SCF - Term Loan AN
USD
2,295.0
(170.7)
On profit or loss
208.6
On profit or loss
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
5.3.5 Capital Risk
The Company manages its capital to ensure that the Company and its subsidiaries will be able to continue as a going concern in order to provide
sustainable and attractive returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of
capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
At the occasion of the December 2018 Capital Markets Day - and as updated at the end of October last year when Telenet tightened its shareholder
remuneration policy - Telenet reconfirmed its leverage framework, maintained at 3.5x to 4.5x Net Total Debt to Consolidated Annualized Adjusted
EBITDA ("net total leverage").
In absence of any material acquisitions and/or significant changes in Telenet's business or regulatory environment, Telenet intend to stay around the 4.0x
mid-point through an attractive and sustainable level of shareholder disbursements. This now includes a gross dividend per share floor of €2.75,
representing the upper end of the previous pay-ratio between 50-70% as a percentage of Telenet's Adjusted Free Cash Flow. At December 31, 2021,
Telenet's net total leverage was 4.0x, which was modestly up compared to September 30, 2021. This reflected the payment of the intermediate dividend
in December 2021 (€150.2 million) as well as the impact of the aforementioned accounting treatment of the Belgian football broadcasting rights and
certain premium content on Telenet's Adjusted EBITDA.
Telenet's net covenant leverage, as calculated under the 2020 Amended Senior Credit Facility, differs from its net total leverage as it excludes (i) lease-
related liabilities, (ii) any vendor financing-related short-term liabilities and includes (iii) the Credit Facility Excluded Amount (which is the greater of €400.0
million and 0.25x Consolidated Adjusted Annualized EBITDA). Telenet's net covenant leverage reached 3.0x at December 31, 2021, which was also
modestly up versus the prior quarter . Telenet's current net covenant leverage ratio is significantly below the springing maintenance covenant of 6.0x and
the incurrence test of 4.5x net senior leverage. The aforementioned maintenance covenant only applies, however, in case Telenet would draw 40% or
more under its revolving credit facilities. At December 31, 2021, Telenet's revolving credit facilities were fully undrawn as mentioned above.
Telenet | Annual Report 2021 | 135
5.3.6 Financial instruments: fair values
Carrying amount versus fair value
The fair values of financial assets and financial liabilities, together with the carrying amounts in the consolidated statement of financial position and their
levels in the fair value hierarchy are summarized in the table below. The fair value measurements are categorized into different levels in the fair value
hierarchy based on the inputs used in the valuation techniques. Accounts receivable, accounts payable, as well as other assets and liabilities are not
included in fair value table as their carrying amount approximates their fair value.
December 31, 2021
Note
Carrying
amount
Fair value
(€ in millions)
Level 1
Level 2
Level 3
Financial assets
Financial assets carried at fair value
Money market funds
5.11
95.0
95.0
95.0
—
—
Derivative financial assets
5.14
87.9
87.9
—
87.9
—
Total financial assets carried at fair value
182.9
182.9
95.0
87.9
—
Financial liabilities
Financial liabilities carried at fair value
Derivative financial liabilities
5.14
(232.9)
(232.9)
—
(232.9)
—
Total financial liabilities carried at fair value
(232.9)
(232.9)
—
(232.9)
—
Financial liabilities carried at amortized cost
Loans and borrowings (including accrued interest
excluding deferred financing fees and lease obligations)
5.13
- 2020 Amended Senior Credit Facility
3,135.4
3,078.4
—
3,078.4
—
- Senior Secured Fixed Rate Notes 1
1,449.3
1,463.2
1,463.2
—
—
-Revolving Facility I
1.1
1.1
1.1
—
- Nextel Credit Facility
0.4
0.3
—
0.3
—
- SFR network right of use
3.8
1.9
—
1.9
—
- Vendor financing
349.4
349.4
—
349.4
—
- Clientele fee > 20 years
125.7
143.7
—
143.7
—
- Renting debt
0.9
0.8
—
0.8
—
- Loan Connectify & Ucast
0.8
0.7
—
0.7
—
Total financial liabilities carried at amortized
cost
5,066.8
5,039.5
1,463.2
3,576.3
—
1 The Senior Secured Fixed Rate Notes are listed on the Luxembourg stock exchange market
136 | Telenet | Annual Report 2021 |
December 31, 2020
Note
Carrying
amount
Fair value
(€ in millions)
Level 1
Level 2
Level 3
Financial assets
Financial assets carried at fair value
Money market funds
5.11
45.0
45.0
45.0
—
—
Derivative financial assets
5.14
106.7
106.7
—
106.7
—
Total financial assets carried at fair value
151.7
151.7
45.0
106.7
—
Financial liabilities
Financial liabilities carried at fair value
Derivative financial liabilities
5.14
(573.6)
(573.6)
—
(573.6)
—
Total financial liabilities carried at fair value
(573.6)
(573.6)
—
(573.6)
—
Financial liabilities carried at amortized cost
Loans and borrowings (including accrued interest
excluding deferred financing fees and lease obligations)
5.13
- 2020 Amended Senior Credit Facility
2,996.7
2,966.4
—
2,966.4
—
- Senior Secured Fixed Rate Notes 1
1,388.1
1,434.3
1,434.3
—
—
-Revolving Facility I
1.1
1.1
1.1
- Nextel Credit Facility
0.8
0.6
—
0.6
—
- SFR network right of use
3.8
1.8
—
1.8
—
- Vendor financing
353.9
353.9
—
353.9
—
- Clientele fee > 20 years
125.5
131.1
—
131.1
—
- Renting debt
1.8
1.7
—
1.7
—
- Loan the Park
0.1
0.1
—
0.1
—
- Loan Connectify & Ucast
0.5
0.4
—
0.4
—
Total financial liabilities carried at amortized
cost
4,872.3
4,891.4
1,434.3
3,457.1
—
1 The Senior Secured Fixed Rate Notes are listed on the Luxembourg stock exchange market
.
Telenet | Annual Report 2021 | 137
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring level 2 fair values, as well as the significant unobservable inputs used.
Financial instruments measured at fair value
Type
Valuation technique
Unobservable inputs
Inter-relationship between
unobservable inputs and fair
value measurements
Interest rate derivatives
Discounted cash flows: the fair value of the
cross-currency and interest rate derivatives
is calculated by the Company based on
swap curves flat, taking into account the
credit risk of both the Company and the
respective counterparties to the
instruments. The Company also compares
the fair values thus calculated to the
respective instruments’ fair value as
provided by the counterparty.
The credit risk of both the Company
and the respective counterparties to
the instruments.
The estimated fair value would
increase (decrease) if:
- the credit risk of the company were
lower (higher)
- the credit risk of the
countercompany were higher
(lower).
Foreign exchange forwards and
embedded derivatives
Discounted cash flows: the fair value of
forward exchange contracts is calculated by
discounting the difference between the
contractual forward price and the current
forward price for the residual maturity of
the contract using a risk-free interest rate.
This calculation is compared to the listed
market price, if available.
Not applicable.
Not applicable.
Financial instruments not measured at fair value
Type
Valuation technique
Significant
unobservable inputs
Inter-relationship between
significant unobservable inputs
and fair value measurements
Loans and borrowings:
- 2020 Amended Senior Credit Facility
- Overdraft facilities
Market comparison technique: The fair
values are based on broker quotes. The
brokers providing the quotes are among
the most active in the trading of the Senior
Credit Facility, and regularly provide quotes
to the market. No adjustments to this
pricing are needed.
Not applicable.
Not applicable.
Loans and borrowings:
- Nextel Renting debt
- SFR network right of use
- Vendor financing
- Nextel credit facility
- Clientele fee > 20 years
- Loan The Park
- Loan Connectify & U-Cast
Discounted cash flows.
Discount rate.
The estimated fair value would
increase (decrease) if:
- the discount rate were lower
(higher).
During the year ended December 31, 2021, no financial assets or liabilities measured at fair value have been transferred between the levels of the fair
value hierarchy.
138 | Telenet | Annual Report 2021 |
5.4 Property and equipment
(€ in millions)
Note
Land, buildings,
and leasehold
improvements
Network
Construction in
progress
Furniture,
equipment, and
vehicles
Total
Cost
At January 1, 2020
216.1
3,780.4
158.3
101.5
4,256.3
Additions
26.8
301.7
15.5
17.7
361.7
Disposal assets Coditel S.à.r.l.("SFR-Lux")
5.24.2
(0.6)
(16.3)
—
(0.1)
(17.0)
Transfers
0.8
75.6
(71.2)
—
5.2
Other
—
—
(0.3)
0.6
0.3
Impairment
—
—
(3.7)
—
(3.7)
Write off of fully depreciated assets
(9.1)
(169.1)
—
(4.7)
(182.9)
At December 31, 2020, as restated
(*)
234.0
3,972.3
98.6
115.0
4,419.9
Additions
(0.9)
245.9
11.1
256.1
Additions decomissioning costs
0.4
4.8
—
0.1
5.3
Transfers
—
93.7
(49.2)
(54.0)
(9.5)
Other
—
—
—
0.5
0.5
Impairment
—
—
(1.2)
—
(1.2)
Write off of fully depreciated assets
(9.3)
(36.5)
—
(7.1)
(52.9)
At December 31, 2021
224.2
4,280.2
48.2
65.6
4,618.2
Accumulated Depreciation
At January 1, 2020
103.7
1,742.6
—
43.2
1,889.5
Depreciation charge for the year
24.9
393.0
—
9.4
427.3
Disposal assets Coditel S.à.r.l.("SFR-Lux")
5.24.2
(0.3)
(6.3)
—
(0.1)
(6.7)
Transfers
0.7
(0.8)
—
5.3
5.2
Other
—
(0.5)
—
—
(0.5)
Write off fully depreciated assets
(9.1)
(169.1)
—
(4.7)
(182.9)
At December 31, 2020, as restated
(*)
119.9
1,958.9
—
53.1
2,131.9
Depreciation charge for the year
26.6
398.8
—
9.0
434.4
Transfers
—
16.0
—
(26.0)
(10.0)
Write off of fully depreciated assets
(9.3)
(36.5)
—
(7.1)
(52.9)
At December 31, 2021
137.2
2,337.2
—
29.0
2,503.4
Carrying Amount
At December 31, 2021
87.0
1,943.0
48.2
36.6
2,114.8
December 31, 2020, as restated (*)
114.1
2,013.4
98.6
61.9
2,288.0
(*) We refer to note 5.1.6 Reporting changes and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Telenet | Annual Report 2021 | 139
Capital expenditures for property and equipment reached €256.1 million for the year ended December 31, 2021, (€361.7 million for the year ended
December 31, 2020) mainly related to investments in the Company's network (€245.9 million).
Construction in progress essentially relates to investments into our network and Customer Premises Equipment.
For the year ended December 31, 2021, the Company removed €52.9 million of gross cost and accumulated depreciation related to fully depreciated
assets which are no longer used by the Company (€182.9 million for the year ended December 31, 2020).
The Company recognized a gain on disposal of assets of €4.8 million for the year ended December 31, 2021 (€4.5 million for the year ended December
31, 2020), mainly attributable to sale of modems, set-up boxes and sale of scrap material.
For further information regarding lease obligations, we refer to note 5.29.
For further information regarding assets pledged as security, we refer to note 5.13.5.
5.5 Goodwill
The total amount of goodwill as of December 31, 2021 amounted to €1,823.8 million (December 31, 2020: €1,823.8 million as restated).
(€ in millions)
January 1, 2020
1,874.0
Impairment SFR-Lux
(2.8)
Disposal SFR-Lux
(19.8)
Impairment - De Vijver Media
(32.9)
Acquisition of subsidiaries - Connectify / U-Cast
6.0
December 31, 2020 as reported
1,824.5
Purchase price adjustment - Connectify / U-Cast
0.5
Purchase price allocation - Connectify / U-Cast
(1.2)
December 31, 2020 as restated (*)
1,823.8
December 31, 2021
1,823.8
(*) For detailed information regarding the purchase price allocation of Connectify / U-Cast, we refer to Note 5.24.1.
As of December 31, 2020, the Company identified two cash generating units, being:
–Telenet, and
–De Vijver Media.
Goodwill arising in a business combination is allocated to the acquirer’s cash generating units that are expected to benefit from the synergies of the
business combination in which goodwill arose. This is irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Upon integration of Connectify/U-Cast's operations into Telenet's business in the course of 2021, the Company concluded that these in 2020 acquired
entities do not represent a separate cash generating unit. As of November 30, 2021, the purchase price allocation was finalized. The goodwill arising
from this business acquisition amounted to €5.3 million and has been allocated to the cash generating Unit ‘Telenet’.
As a result, the Company identified as of December 31, 2021 two cash generating units, being:
–Telenet, and
–SBS Belgium and Woestijnvis (formerly known as De Vijver Media).
The Company performed its annual reviews for impairment during the fourth quarter of 2021 and 2020. During the twelve months ended December 31,
2020, De Vijver Media, as a broadcaster with its three TV channels, and as a content production company, was more significantly impacted by the
COVID-19 pandemic in comparison with the other Telenet subsidiaries. In 2020, advertising revenue decreased significantly and content productions were
temporarily stopped. The impact of the COVID-19 pandemic, the impact of the reduced involvement in the production of Belgian football content and
slower recovery on its operations and financial results were reflected in an updated business plan for De Vijver Media for the period 2022-2026. As per
June 30, 2020, respectively December 31, 2020, the recoverable amount of the De Vijver Media cash generating unit was determined based on the value-
in-use calculations taking into account the expected cash flows discounted at a pre-tax weighted average cost of capital of 9.7%, respectively 9.4%. The
recoverable amount compared to the carrying amount of the CGU amounted to:
140 | Telenet | Annual Report 2021 |
(€ in millions)
Recoverable amount
Carrying amount of the
CGU
Impairment charge
June 30, 2020
141.1
159.6
(18.5)
December 31, 2020
125.8
140.2
(14.4)
Total Impairment Charge for the twelve months ended
December 31, 2020
(32.9)
During the twelve months ended December 31, 2020, the Company consequently recognized a total goodwill impairment charge amounting to €32.9
million (see Note 5.20), reducing the associated goodwill related to this CGU to €33.7 million. The impairment loss was recognized in Selling, general and
administration expenses in the consolidated statement of profit and loss and other comprehensive income. No asset other than goodwill was impaired.
The annual review for impairment was performed during the fourth quarter of 2021. The recoverable amount of the cash generating unit SBS Belgium
and Woestijnvis (formerly known as De Vijver Media) was based on its value in use, was determined by discounting the future cash flows to be generated
from its continuing use (Discounted Cash Flow method, "DCF") and was determined in a similar manner to the year ended December 31, 2020. The key
assumptions for the value in use calculations consist of the discount rates and the CGU's underlying business plan. The Company applied a pre-tax
weighted average cost of capital of 8.4% (9.4% for the year ended December 31, 2020). Management concluded that key assumptions and the resulting
calculated value in use do not cause the carrying amount to exceed the recoverable amount at December 31, 2021 and thus did not lead to any further
impairment with respect to the goodwill related to the CGU SBS Belgium and Woestijnvis.
The recoverable amount of the cash generating unit Telenet was based on its value in use and was determined by discounting the future cash flows to be
generated from its continuing use (Discounted Cash Flow method, "DCF"). The value in use of the cash generating unit Telenet for the year ended
December 31, 2021 was determined in a similar manner to the year ended December 31, 2020. The key assumptions for the value in use calculations
used to determine the recoverable amount of the Telenet cash generating unit are those regarding the discount rates and expected changes to selling
prices, product offerings, direct costs, EBITDA margins and terminal growth rates.
The discount rate used is a pre-tax measure estimated based on past experience, and industry average weighted cost of capital, which in its turn is
calculated based on:
•the risk free interest rate (source: Bloomberg, forward 10 yr interest rate curve (date: December 31, 2021) weighted average Euro & USD debt,
•a market risk premium (Source: BIPT WACC, 2021),
•a levered beta specific to cable TV and telecom operators (Source: Damodaran), taking into account the Company's debt to equity ration.
Changes in selling practices and direct costs are based on past practices and expectations of future changes in the market. The calculation uses cash flow
projections based on financial budgets approved by management, the Company’s Long-Range Plan through 2025, and a pre-tax discount rate of 8%
(7.8% for the year ended December 31, 2020) based on current market assessments of the time value of money and the risks specific to the Company.
The development of the Long-Range Plan relies on a number of assumptions, including:
•market growth, the evolution of the Company’s market share and the resulting trends in the number of subscribers;
•the product mix per subscriber;
•the average revenue per subscriber;
•the expected evolution of various direct and indirect expenses;
•the expected evolution in other variable and fixed costs; and
•the estimated future capital expenditure (excluding capital expenditure that improves or enhances the Company’s assets’ performance).
The assumptions were derived mainly from:
•available historical data;
•external market research and observations with respect to e.g. inflation, changes in the remuneration index, evolutions of the number of
households, connection points, etc.; and
•internal market expectations based on trend reports, the current state of important negotiations, etc.
and are the result of an internal process in which all the above-mentioned information is gathered and aggregated on a consolidated level in
correspondence with the Company's strategy.
For the year ended December 31, 2021, cash flows beyond the four-year period have been extrapolated using a negative growth rate of 1% (-2% for the
year ended December 31, 2020), based on historical data and macro-economic conditions. This growth rate does not exceed the long-term average
Telenet | Annual Report 2021 | 141
growth rate for the industry as published periodically in the Bulletins of the European Central Bank ("ECB"). The DCF calculation for determining the
value in use and net recoverable amount mentioned above was reviewed for reasonableness by comparing the result of the calculation to the market
capitalization of the Company. The key assumptions used are reviewed and updated on a yearly basis by the Company’s management. Taking into
account the considerable excess of the Telenet cash generating unit’s recoverable amount over its carrying amount, and based on sensitivity testing
performed, management is of the opinion that any reasonably possible changes in key assumptions on which the recoverable amount is based would not
cause the carrying amount to exceed the recoverable amount at December 31, 2021.
5.6 Other intangible assets
(€ in millions)
Note
Network
user
rights
Trade
name
Software
Customer
relation-
ships
Broad-
casting
rights
Other
Total
Cost
At January 1, 2020
294.6
191.3
817.8
206.3
251.4
35.8
1,797.2
Additions
—
—
153.5
—
77.4
—
230.9
Disposal assets Coditel S.à.r.l.("SFR-
Lux")
5.24.2
—
—
(0.2)
(27.0)
—
(0.5)
(27.7)
Transfer of assets held for sale
5.7
—
—
—
—
(38.3)
—
(38.3)
Transfer
—
—
0.1
—
—
(0.1)
—
Write-off of fully amortized assets
—
0.4
(24.8)
—
(112.0)
(1.3)
(137.7)
Other
—
—
0.3
—
—
—
0.3
December 31, 2020, as
reported
294.6
191.7
946.7
179.3
178.5
33.9
1,824.7
Connectify PPA adjustment
5.24.1
—
0.6
—
0.3
—
0.7
1.6
At December 31, 2020, as
restated (*)
294.6
192.3
946.7
179.6
178.5
34.6
1,826.3
Additions
16.8
—
244.8
—
121.1
—
382.7
Transfers
—
—
—
(0.5)
—
—
(0.5)
Write-off of fully amortized assets
(30.7)
(7.2)
(173.2)
(0.1)
(2.9)
—
(214.1)
At December 31, 2021
280.7
185.1
1,018.3
179.0
296.7
34.6
1,994.4
Accumulated Amortization
At January 1, 2020
175.2
131.6
455.7
100.0
133.4
4.2
1,000.1
Amortization charge of the year
25.2
6.4
134.6
22.7
90.4
2.5
281.8
Disposal assets Coditel S.à.r.l.("SFR-
Lux")
5.24.2
—
—
(0.1)
(8.2)
—
(0.1)
(8.4)
Transfer to assets held for sale
—
—
—
—
(12.1)
—
(12.1)
Write-off of fully amortized assets
—
0.4
(24.8)
—
(112.0)
(1.3)
(137.7)
Other
—
—
0.5
—
6.9
—
7.4
At December 31, 2020, as
reported
200.4
138.4
565.9
114.5
106.6
5.3
1,131.1
Amortization charge of the year
24.7
4.8
166.4
19.6
76.5
2.4
294.4
Write-off of fully amortized assets
(30.7)
(7.2)
(173.2)
(0.1)
(2.9)
—
(214.1)
At December 31, 2021
194.4
136.0
559.1
134.0
180.2
7.7
1,211.4
Carrying Amount
At December 31, 2021
86.3
49.1
459.2
45.0
116.5
26.9
783.0
At December 31, 2020, as restated (*)
94.2
53.9
380.8
65.1
71.9
29.3
695.2
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
The Company’s intangible assets other than goodwill each have finite lives and are comprised primarily of network user rights, trade name, software
development and acquisition costs, customer relationships, broadcasting rights, out of market component of future leases and contracts with suppliers.
142 | Telenet | Annual Report 2021 |
The Company assesses the estimated useful lives of its finite-lived intangible assets each reporting period to determine whether events or circumstances
warrant a revision of these estimated useful lives.
Additions in broadcasting rights amount to €121.1 million for 2021, which primarily relates to newly acquired sport rights for FA premier league
(2022-2025) and €58.1 million for film rights.
Software additions reached €244.8 million for the year ended December 31, 2021, compared to €153.5 million for the year ended December 31, 2020.
The high software-related investments represent increased investments in our customer-facing platform as well as investments in driving the customer
experience and investments in a new ERP software program.
The write-off of fully amortized assets in 2021 of €214.1 million consisted mainly of fully amortized software (€173.2 million), together with network user
rights (€30.7 million), primarily related to Norkring user rights.
Telenet | Annual Report 2021 | 143
5.7 Investments in and loans to equity accounted investees and other
investments
5.7.1 Investments in and loans to equity accounted investees
The following table shows the components of the Company’s investments in equity accounted investees:
(€ in millions)
Joint Ventures (**)
Associates
Total
Investments
At December 31, 2020, as restated (*)
87.9
13.9
101.8
Investment Ads & Data
0.1
—
0.1
Impairment Ads & Data
(0.9)
—
(0.9)
Transfer Ads & Data
1.1
(1.1)
—
Investment Caviar
14.4
—
14.4
Investment in Doccle
3.6
—
3.6
Transfer Doccle
1.2
(1.2)
—
Impairment Eltrona
(12.2)
—
(12.2)
Reclassification from loans
1.0
—
1.0
At December 31, 2021
96.2
11.6
107.8
Share in the result
At December 31, 2020, as restated (*)
(0.8)
1.2
0.4
Share in the result
(0.8)
1.0
0.2
Dividend
(0.3)
—
(0.3)
Reclass to fully consolidated subsidiary
(0.9)
0.9
—
At December 31, 2021
(2.8)
3.1
0.3
Loans granted
At December 31, 2020, as restated (*)
4.0
5.5
9.5
New loans granted
1.5
1.4
2.9
Accrued interest
—
0.1
0.1
Repayment of loans
(0.1)
(0.4)
(0.5)
Reclassification to investments
—
(1.0)
(1.0)
Transfer loan to Isabel Group
(1.5)
—
(1.5)
Reclass to fully consolidated subsidiary
1.6
(1.6)
—
At December 31, 2021
5.5
4.0
9.5
Carrying Amount
At December 31, 2021
98.9
18.7
117.6
At December 31, 2020, as restated (*)
91.1
20.6
111.7
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
(**) Joint ventures include the investments in Eltrona Interdiffusion S.A.,Streamz BV, Caviar Group NV, Ads & Data NV and Doccle BV & Doccle.UP NV.
Telenet | Annual Report 2021 | 144
Eltrona Interdiffusion S.A.
On April 1, 2020, Eltrona, the Luxembourg cable operator, took over, through a merger, the business of Coditel S.à.r.l. ("SFR-Lux"), a former Telenet
subsidiary in Luxembourg. Telenet's ownership in Eltrona is 50%-1 share, and the investment held qualifies as a joint venture, accounted for using the
equity method. The (gross) initial investment value at acquisition date amounted to €59.5 million. As per December 31, 2020, the Company had not yet
completed the allocation of the cost of the investment to the Company's share of the net fair value of Eltrona’s identifiable assets and liabilities. As of
March 31, 2021, the allocation of the purchase price to the acquired identified net assets was finalized. The fair value adjustment mainly related to
property and equipment (€19.2 million), historical goodwill (-€27.8 million), other intangible assets (a.o customer relationships (€15.7 million) and trade
name (€1.6 million)) and the deferred tax related to the aforementioned adjustments (€7.7 million).
The result of the fair value adjustments at acquisition can be summarized as follows:
(€ in millions)
Initial IFRS opening
balance sheet
Fair value adjustments
Fair value of
identifiable net assets
Net assets (01/04/2020)
Non-current assets
54.1
8.7
62.8
Current assets
23.4
—
23.4
Non-current liabilities
(4.0)
(7.7)
(11.7)
Current liabilities
(20.8)
—
(20.8)
Net assets (100%)
52.7
1.0
53.7
Group's share of the net assets (50%-1)
Group's share of the net assets (50%-1)
26.4
—
26.9
Goodwill
33.1
—
32.6
Amount recognized as equity investment
59.5
—
59.5
Based on an analysis of Eltrona’s new three year plan established during the fourth quarter of 2021, compared to the financial projections in the initial
business case upon formation of the joint venture, the Company concluded that, as of December 31, 2021, there was objective evidence of a measurable
decrease in the estimated future cash flows of the Eltrona investment and determined that this constituted a trigger for impairment testing under the
guidance in IAS 28. The Company tested the investment in question for impairment in the last quarter of 2021, comparing its recoverable amount (value-
in-use) against its remaining net book value, in accordance with the guidance in IAS 36 (using the cash flows from the three year plan and using a 1%
growth rate in the terminal value) and applying a 9.7% pre-tax discount rate. The difference between value-in-use and the net book value of the
investment in Eltrona was determined at €12.2 million. Consequently, the Company recorded a €12.2 million impairment charge in 2021. The impairment
loss has been recognized in Impairment of investments in equity accounted investees in the consolidated statement of profit and loss and other
comprehensive income.
The following table summarizes the financial information of Eltrona Interdiffusion S.A as included in its own financial statements for the year ended
December 31, 2021 and December 31, 2020. The table also reconciles the summarized financial information to the carrying amount of the Company’s
interest in Eltrona Interdiffusion S.A.
Telenet | Annual Report 2021 | 145
(€ in millions)
2021
2020
Net assets
Non-current assets
61.3
67.8
Current assets
13.8
10.2
Non-current liabilities
(6.1)
(6.4)
Current liabilities
(19.2)
(15.4)
Net assets (100%)
49.8
56.2
Group's share of the net assets (50%-1)
Group's share of the net assets (50%-1)
24.9
28.1
Goodwill
20.4
32.6
Carrying amount of interest in joint venture
45.3
60.7
Profit and total comprehensive income
Revenue
30.6
25.3
Depreciation and amortization
(12.7)
(4.4)
Profit for the period
(5.8)
1.4
Total comprehensive profit (100%)
(5.8)
1.4
Group's share of the total comprehensive income (50%-1)
(2.9)
0.7
Streamz BV
Streamz BV ("Streamz") is a joint venture between DPG Media and Telenet which launched a fully-fledged streaming service with local and international
content. In first instance, in the course of 2020, Telenet contributed certain content-related assets and liabilities to its then wholly-owned subsidiary
Streamz. Subsequently, on September 1, 2020, DPG Media entered into the JV by buying 50% of the shares in the JV from Telenet. The contribution of
content-related assets and liabilities to Streamz BV and the subsequent sale of a 50% stake resulted in a gain on disposal of €31.8 million. As a result of
these transactions, Telenet holds a stake of 50% in Streamz for a total (gross) initial investment value amounting to €28.4 million. As of September 30,
2021, the Company finalized the allocation of the cost of the investment to the Company's share of the net fair value of Streamz's identifiable assets. No
elements of Streamz' assets and liabilities were subject to a fair value adjustment.
The goodwill included in the carrying value of the investment at acquisition date can be summarized as follows:
(€ in millions)
Consideration transferred (incl. acquisition related costs)
28.4
Net assets of Streamz BV as per September 1, 2020 (50%)
11.9
Goodwill
16.5
Amount recognized as equity investment
28.4
The remaining goodwill mainly relates to future subscription revenues and future programming revenues.
Telenet | Annual Report 2021 | 146
The following table summarizes the financial information of Streamz BV for the year ended December 31, 2021 and December 31, 2020. The table also
reconciles the summarized financial information to the carrying amount of the Company’s interest in Streamz BV.
(€ in millions)
2021
2020
Net assets
Non-current assets
33
30
Current assets
6.2
17.4
Non-current liabilities
(8.1)
(8.1)
Current liabilities
(12.5)
(19.3)
Net assets (100%)
18.6
20.0
Group's share of the net assets (50%)
Group's share of the net assets (50%)
9.3
10.0
Goodwill
16.5
16.5
Carrying amount of interest in joint venture
25.8
26.5
Profit and total comprehensive income
Revenue
50.4
16.9
Depreciation and amortization
(35.4)
(12.6)
Interest expense
(0.1)
—
Loss for the period
(1.4)
(3.9)
Total comprehensive Loss (100%)
(1.4)
(3.9)
Group's share of the total comprehensive loss (50%)
(0.7)
(1.9)
On September 1, 2020, Telenet, as well as DPG Media granted each a loan to Streamz BV of €4.0 million with a duration of two years.
At December 31, 2021, the carrying amount of the investment was €25.8 million (December 31, 2020: €26.5 million). Telenet's share in the result for the
twelve months ended December 31, 2021 amounted to -€0.7 million (for the period ended December 31, 2020: -€1.9 million).
Unit-T
On April 26, 2018 Telenet BV and Solutions 30 Group, a leading provider in Europe of solutions for new technologies, signed an agreement to create a
new associate (“Unit-T”) which provides field services (including installation, repair and maintenance) to Telenet and potentially other Telecommunication
companies in the market. The associate was established on July 1, 2018 by consolidating Telenet’s field service business and Janssens Field Services
(“JFS”) which is a business held by the associate-partner Solutions 30. JFS provides services and logistics in Telecom, Security, Utilities and ICT markets
and has been one of Telenet’s field service providers.
Doccle BV / Doccle.Up NV
Doccle is a digital platform enabling producers and consumers to securely store documents and perform administrative tasks. Until June 30, 2021, (i) CM
(a health insurance fund), (ii) Acerta (a payroll office), and (iii) Telenet each held a stake of 33% in the JV.
Each of the venturers were also customers of Doccle as they use the platform to organize the communication with and store documents for their
customers.
Both other venturers (CM and Acerta) indicated their intention to step out of the JV, upon which all parties entered into a share purchase agreement on
February 26, 2021. Following this agreement, CM and Acerta both sold their shares to Telenet at closing date, being July 1, 2021, upon which Telenet
became temporarily 100% shareholder. As part of this exit, the Company intended to restructure the existing 33%-33%-33% JV into a 50%-50% joint
venture with Isabel Group. On June 10, 2021, Telenet and Isabel Group entered into an SPA whereby Isabel Group would purchase 50% of the shares in
the JV. On November 19, 2021, Telenet and Isabel Group NV received the unconditional approval from the Belgian Competition Authority for the entry of
Isabel Group for 50% in the ownership of Doccle BV and Docle.Up NV. The closing of the deal and sale of the shares to Isabel Group occurred on
November 30, 2021. The aforementioned transactions resulted in the recognition of a €0.7 million gain in 2021.
At December 31, 2021, the Company’s investment in and loans granted to, as well as Telenet's share in the result of the JV can be summarized as
follows:
Telenet | Annual Report 2021 | 147
(€ in millions)
Doccle BV
Doccle.Up NV
TOTAL
Equity investment (book value)
2.7
2.1
4.8
Loans receivable
1.0
0.5
1.5
Share in the result for the twelve months ended December 31, 2021
0.1
—
0.1
Caviar Group
On May 3, 2021, Telenet Group NV completed the acquisition of a 49% stake in Caviar Group NV and 6320 Canal SA (jointly referred to as “Caviar” or
the "Caviar Group") for a purchase price of €14.4 million. The Caviar Group is a worldwide entertainment and audio-visual content production group
active in Europe and the United States.
The 49% investment in Caviar Group qualifies as a joint venture and is accounted for using the equity method. Telenet recognized its €2.2 million share
in the net result of Caviar Group for the period beginning on the transaction closing date, resulting in a carrying value of the investment of €16.6 million
on December 31, 2021. Due to the restricted access to financial and operational data prior to closing of the acquisition, the Company was not yet able to
perform a detailed allocation of the consideration transferred as of December 31, 2021. The preliminary opening balance sheet is therefore subject to
adjustment based on Telenet's assessment of the fair values of the acquired identifiable assets and liabilities. The items with the highest likelihood of
changing upon the valuation process include intangible assets associated with tradenames, customer relationships, deferred taxes and goodwill.
The following table summarizes the financial information of Caviar Group. The table also reconciles the summarized financial information to the carrying
amount of the Company’s interest in Caviar Group.
(€ in millions)
Net assets (01/05/2021)
Non-current assets
2.7
Current assets
22.0
Non-current liabilities
(4.2)
Current liabilities
(18.9)
Net assets (100%)
1.6
Group's share of the net assets (49%)
Group's share of the net assets (49%)
0.8
Goodwill
13.6
Carrying amount of interest in joint venture
14.4
Profit and total comprehensive income (31/12/2021)
Revenue
97.1
Depreciation and amortization
(0.4)
Interest expense
(0.1)
Loss for the period
4.6
Total comprehensive income(100%)
4.6
Group's share of the total comprehensive income (50%)
2.2
Ads & Data NV (formerly known as Pebble Media NV)
On April 1, 2021, (i) Telenet/SBS, (ii) Mediahuis, (iii) Proximus/ Skynet, and (iv) Pebble Media NV ("Pebble Media") jointly created a joint venture in order to
provide advertisers with the best possible and most efficient solutions for communicating with their target groups across media types and platforms. This
JV operates as a national advertising sales agency.
The plans for this joint venture were announced on December 14, 2020, and in the framework of this transaction Telenet would dispose certain Right-of-
Use assets and employees to the joint venture, which qualified as assets and liabilities held for sale in accordance with IFRS 5 at December 31, 2020. As
per December 31, 2020, the Company accounted for i) assets held for sale of €0.3 million and ii) liabilities directly associated with assets held for sale of
€1.8 million.
Pebble Media, a 50%-50% joint venture of Telenet and the VAR (Vlaamse Audiovisuele Regie), formed the basis for the new JV. Pebble Media was
incorporated to jointly organize the online advertising of the investors. At the closing date of the transaction, being April 1, 2021, the VAR stepped out
Telenet | Annual Report 2021 | 148
of Pebble Media by selling its 50% stake in Pebble Media to Telenet, immediately followed by a sale of respectively 44.4% and 11.2% of the Pebble
Media shares by Telenet to Mediahuis and Proximus, upon which Pebble Media was renamed Ads & Data. At December 31, 2021, Telenet held a 44.4%
stake in Ads & Data.
The (gross) initial investment value amounted to €0.2 million. The Company does not expect elements of Ads & Data’s' assets and liabilities to be subject
to a fair value adjustment. At December 31, 2021, the carrying amount of the investment was €0.7 million. Telenet's share in the result for the twelve
months ended December 31, 2021 amounted to €0.4 million.
5.7.2 Other investments
Belgian Mobile ID
In June 2016, Telenet Group took a participation of €1.8 million in Belgian Mobile ID NV (f.k.a. Belgian Mobile Wallet NV). Belgian Mobile Wallet NV
launched a Belgian standard for payments via smartphones in spring 2014 allowing consumers to use their smartphones in the future to pay for goods
and services, exchange coupons, or use their customer cards. The Company's stake in the share capital was increased during 2017 with €1.5 million as
part of a capital increase. In 2018, the Company contributed another €0.9 million to the capital increase of Belgian Mobile ID, and another €0.7 million
was contributed in 2019 to bring the total investment value to €4.9 million as at December 31, 2019. In June 2021, the Company contributed €1.7
million to the capital increase of Belgian Mobile ID to bring the total investment value to €6.6 million on December 31, 2021.
Imec.istart Fund
On March 15, 2017, Telenet Group Holding NV took an 8% stake in the share capital of Imec.istart Fund for €0.2 million. This Fund was incorporated to
invest in pre-seed and seed stage opportunities in privately held technology companies which are selected for the imec.istart program and which have a
potential for significant value creation in fast growing market segments in or outside of the territory of the European Union. In 2019 the Company
increased its share in Imec-istart fund by €0.4 million.As from that moment, the investment value amounts to €0.6 million.Subsequently, the Company
contributed €0.5 million to capital increases of Imec-istart fund, bringing the total investment value to €1.1 million on December 31, 2021.
5.8 Trade receivables
5.8.1 Non-current
Non-current trade receivables arise from Installment sales related to the long-term receivables on handset financing contracts. As of December 31, 2021
and 202 0, the Company did not hold any non-current trade receivables.
5.8.2 Current
(€ in millions)
December 31, 2021
December 31, 2020, as
restated (*)
Trade receivables
183.4
193.7
Less: allowance for bad debt
(9.1)
(6.5)
Trade receivables, net
174.3
187.2
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
At December 31, 2021 and 2020, respectively, the aging of the Company’s current trade receivables can be detailed as follows:
Past due
(€ in millions)
Not due
1-30
days
31-60 days
61-90 days
91-120 days
>120
days
Total
December 31, 2021
125.8
34.1
3.8
3.3
1.9
14.5
183.4
December 31, 2020,
as restated (*)
129.5
22.8
4.8
2.3
1.7
32.7
193.7
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
All invoices related to residential customers are due within 20 days. Invoices related to BASE residential mobile customers are due within 8 to 12 days. For
other clients, the payment due date is set at 30 or 60 days. At December 31, 2021, a total amount of €57.6 million (2020: €64.3 million) was past due.
The Company recognizes loss allowances for ECLs in conformity with IFRS 9. Based on the necessary and appropriate underlying aging documentation of
the outstanding receivables, and the history of amounts written off to profit and loss related to the respective billing periods, the Company determines an
actual loss rate which is used as expected credit loss and which is applied on the aging buckets of the outstanding receivables.
Telenet | Annual Report 2021 | 149
The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the Company believes that there is no further
credit provision required in excess of the allowance for doubtful debts.
The following table shows the development of the provision for impairment of trade receivables:
(€ in millions)
December 31, 2021
December 31, 2020, as
restated (*)
Provision for impairment of trade receivables at the beginning of the year
(6.5)
(9.4)
Additions
(5.1)
(2.5)
Reversals and write-offs
2.5
5.4
Provision for impairment of trade receivables at the end of the year
(9.1)
(6.5)
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
When a trade receivable is uncollectible, it is written off against the provision for impairment of trade receivables. Trade receivables impairment losses
have been included in cost of services provided in the consolidated statement of profit or loss and other comprehensive income.
The Company does not hold any receivables in foreign currenc y. In application of IFRS 9, the Company recognizes loss allowances for expected credit
losses on its trade receivables, unbilled revenue and contract assets.
5.9 Other assets
5.9.1 Non-current
(€ in millions)
Note
December 31, 2021
December 31, 2020 as
restated (*)
Outstanding guarantees to third parties for own liabilities (cash paid)
1.7
1.7
Deferred financing fees
3.2
4.3
Contract assets
5.19
1.2
1.0
Receivables from sale of sports broadcasting rights
—
1.2
Surplus of post retirement plan assets
5.17
9.3
14.2
Non-current lease receivable
3.2
4.9
Other
5.1
6.3
Other non-current assets
23.7
33.6
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Non-current assets decreased by €9.9 million, which is primarily driven by the decrease in i) surplus of post retirement plan assets (decrease of €4.9
million), ii)Non-current lease receivable, for which there is a decrease of €1.7 million and iii) the receivable from sale of sports broadcasting rights, for
which there is a decrease of €1.2 million.
The Company presents the deferred financing fees related to undrawn Term Loans and Revolving Credit Facilities as other non-current assets. At
December 31, 2021, the Revolving Credit Facility I was undrawn.
The lease receivables are related to certain customized equipment offerings to business customers which qualify as manufacturer or dealer leases.
The contract assets amounting to €1.2 million at December 31, 2021 are mainly related to multiple element arrangements.
The outstanding guarantees consist of amounts paid towards third parties for the Company's liabilities as at December 31, 2021.
Telenet | Annual Report 2021 | 150
5.9.2 Current
(€ in millions)
Note
December 31, 2021
December 31, 2020, as
restated (*)
Recoverable withholding taxes
0.3
—
Prepaid content
4.7
6.1
Prepayments
40.9
45.9
Unbilled revenue
59.1
47.1
Receivables from sale of sports broadcasting rights
—
2.7
Indemnification receivable from acquisitions
5.3.2
15.1
13.8
Contract assets
5.19
6.2
4.8
Settlement receivables
0.6
1.4
Current lease receivable
1.9
1.9
Other
6.9
2.4
Other current assets
135.7
126.1
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Unbilled revenue generally represents revenue for which the Company has already provided a service or product and has a right to invoice in accordance
with the customer agreement but for which the customer has not yet been invoiced and thus relate to unconditional rights to receivables and are not to
be considered contract assets. The outstanding balance for unbilled revenue increased by €12.0 million for the year ended December, 31, 2021 which is
mainly driven by the change in sales for De Vijver Media now being partially processed externally through the Company's equity accounted investee Ads &
Data.
The receivables from the sale of sports broadcasting rights decreased by €2.7 million to €0 million due to the fact that all invoices concerning the sale of
sports broadcasting rights were sent out.
Indemnification receivables from acquisitions amounted to €16.4 million and consist of amounts receivable from KPN related to Pylon taxes ( we refer to
5.18.2).
The contract assets amounting to €6.2 million and are mainly related to accrued revenue related to multiple element arrangements.
5.10 Inventories
For the year ended December 31, 2021, inventories amounted to €26.5 million (December 31, 2020: €27.3 million) consisting of mobile handsets, tablets
and other telephony and internet related customer premise equipment.
The net book value of inventories also includes inventory impairments to reduce the carrying values to the net realizable value. These inventory
impairments amounted to €1.2 million and €0.9 million as at December 31, 2021 and 2020, respectively.
For the year ended December 31, 2021, the Company recognized €103.0 million (December 31, 2020: €105.4 million) as “costs related to sold
inventory”.
5.11 Cash and cash equivalents
(€ in millions)
December 31, 2021
December 31, 2020, as restated (*)
Cash at bank and on hand
44.5
37.0
Money market funds
95.0
45.0
Total cash and cash equivalents
139.5
82.0
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
At December 31, 2021, Telenet held €139.5 million of cash and cash equivalents compared to €82.0 million at December 31, 2020. In order to minimize
the concentration of counterparty risk, Telenet's cash equivalents and AAA-rated money market funds are placed with highly rated European and US
financial institutions and Telenet strives to invest at least 75% of Telenet's cash and cash equivalents in AAA-rated money market funds.
Telenet | Annual Report 2021 | 151
Relative to December 31, 2020, Telenet's cash balance at December 31, 2021 increased by €57.5 million, reflecting the business's solid cash flow
generation. In 2021, Telenet paid aggregate dividends of €300.5 million, up 3% year-on-year. This included the payment of a €1.3750 gross dividend per
share in May 2021 and a €1.3750 intermediate gross dividend per share in December 2021. Pending shareholder approval in April 2022, Telenet intends
to pay the remaining half of the aforementioned dividend floor in early May 2022. Telenet also used €12.8 million of net cash under the Share
Repurchase Program 2021, through which Telenet had repurchased 412,709 shares by December 31, 2021.
In addition to Telenet's available cash balance of €139.5 million as per December 31, 2021, Telenet also had full access to €555.0 million of available
commitments under its 2020 Amended Senior Credit Facility and its other revolving credit facilities, subject to compliance with the covenants mentioned
above under 5.3.4 Capital risk.
On December 31, 2021, the Money Market funds with a daily liquidity had a weighted average interest rate of -0.96% (December 31, 2020: -0.93%) and
represented 68% of the total consolidated cash (December 31, 2020: 55%). The investments of Telenet's cash and cash equivalents at December 31,
2021 and 2020 were in compliance with the Company’s Risk Management policies.
At December 31, 2021 and 2020 and subject to compliance with certain covenants, the Company had access to the following liquidity:
(€ in millions)
December 31, 2021
December 31, 2020, as restated (*)
Available commitment under Revolving Credit Facility I
510.0
510.0
Available commitment under Revolving Credit Facility
20.0
20.0
Total cash and cash equivalents
530.0
530.0
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Excluding €25.0 million available under the banking overdraft facility.
5.12 Shareholders' equity
5.12.1 Shareholders’ equity
On December 31, 2021, Telenet Group Holding NV had the following shares issued, all without par value and all of which are treated as one class in the
earnings per share calculation:
113,841,819 ordinary shares (December 31, 202: 113,841,819 shares), including:
•94,843 Liquidation Dispreference Shares (December 31, 2020: 94,843 shares), held by Interkabel and Binan Investments B.V. (a subsidiary of
Liberty Global Plc), which have the same rights as the ordinary shares except that they are subject to an €8.02 liquidation dispreference, such
that in any liquidation of Telenet Group Holding NV the Liquidation Dispreference Shares would only participate in the portion of the proceeds
of the liquidation that exceed €8.02 per share. Liquidation Dispreference Shares may be converted into ordinary shares at a rate of 1.04 to 1;
and
•30 Golden Shares (December 31, 2020: 30 shares) held by the intermunicipalities. The intermunicipalities, currently holding the Golden Shares
are: Fluvius Antwerpen, Intergem, IKA, Iverlek, Imewo and Gaselwest.. These have the same rights as the ordinary shares and also give their
holders the right to appoint representatives to the Regulatory Board, which oversees the public interest guarantees related to Telenet’s offering
of digital television.
As of December 31, 2021, the Company's share capital amounted to €12.8 million (December 31, 2020: €12.8 million). At the extraordinary meeting of
shareholders of April 26, 2017, the powers of the board of directors in connection with the authorized capital were renewed (maximum amount of €5.0
million).
Own shares
Share Repurchase Program
On October 28, 2021, the Company announced the initiation of a €45.0 million share repurchase program (the “Share Repurchase Program 2021”).
Under this Share Repurchase Program, Telenet could repurchase from time to time up to 1.1 million shares for a maximum consideration of €45.0 million
until February 28, 2022. This program is funded with the Company's existing cash balances.
152 | Telenet | Annual Report 2021 |
Own shares
As of December 31, 2021, the Company held 4,784,078 own shares. During the twelve months ended December 31, 2021, the Company acquired
435,709 own shares under the Share Repurchase Program 2021 for a total amount of €13.5 million.
In 2020, a total of 1,100,000 shares were repurchased for a total amount of €34.4 million under the Share Repurchase Program 2020.
No stock options were exercised during the 12 months ended December 31, 2021. Following the (partial) vesting and settlement in own shares in 2021 of
the:
–Performance Share Plan 2018,
–Restricted Share Plan 2019,
–Restricted Share Plan 2020,
–Compensation Restricted Share Plan May 2021, and
–Compensation Restricted Share Plan December 2021,
the Company delivered in 2021 in total 250,189 shares to the beneficiaries involved. As the cost of all own shares delivered amounted to 10.8 million,
with no cash received, the Company realized a loss of €10.8 million.
5.12.2 Employee share based compensation
Employee Stock Option Plan 2016
On March 22, 2016, the board of directors approved a general stock option plan for the Company’s Senior Leadership Team, one other manager and the
CEO for a total number of 741,806 stock options on existing shares, under the condition of approval and within the limits of the authorized capital as
approved by the general shareholders’ meeting of April 29, 2015 (the "Employee Stock Option Plan 2016" or "ESOP 2016"). Each of these stock
options entitles the holder thereof to purchase from the Company one existing share of the Company.
On April 14, 2016, the board of directors authorized a grant under this plan to certain beneficiaries. On June 14, 2016, a total of 695,631 stock options
were accepted.
The vesting of these stock options occurs per quarter and over 4 years, with a vesting of 10% of the total stock options granted during each of the first 4
quarters and a vesting of 5% of the total stock options granted during each of the 12 following quarters.
No stock options under the ESOP 2016 were exercised during the year ended December 31, 2021. The contractual term to exercise the ESOP 2016 stock
options expired on April 15, 2021. As a result, all the at that moment outstanding an unexercised 518,475 stock options expired and consequently there
are no longer outstanding stock options under this plan.
Employee Stock Option Plan 2016 bis
On October 25, 2016, the board of directors approved a new general stock option plan for the employees for a total number of 467,000 stock options on
existing shares, under the condition of approval and within the limits of the authorized capital as approved by the general shareholders’ meeting of April
29, 2015 (the "Employee Stock Option Plan 2016 bis" or "ESOP 2016 bis"). Each of these stock options entitles the holder thereof to purchase from
the Company one existing share of the Company.
On November 7, 2016, the board of directors authorized a grant under this plan to certain beneficiaries. On January 6, 2017, a total of 359,000 stock
options were accepted.
The vesting of these stock options occurs per quarter and over 4 years, with a vesting of 10% of the total stock options granted during each of the first 4
quarters and a vesting of 5% of the total stock options granted during each of the 12 following quarters.
No stock options under the ESOP 2016 bis were exercised during the year ended December 31, 2021. The contractual term to exercise the ESOP 2016
stock options expired on November 7, 2021. As a result, all the at that moment outstanding and unexercised 286,185 stock options expired and
consequently there are no longer outstanding stock options under this plan.
Employee Stock Option Plan 2017
On March 20, 2017, the board of directors approved Telenet's General Stock Option Plan 2017 for the Company’s Senior Leadership, one other manager
and the Company's CEO for a total number of 553,292 stock options on existing shares (the "Employee Stock Option Plan 2017" or“ESOP 2017”).
Each of these stock options entitles the holder thereof to purchase from the Company one existing share of the Company.
The grant of these 553,292 stock options, with an exercise price of
€58,14 per stock option, occurred on June 8, 2017. On June 30, 2017 a total of 403,266 stock options were accepted.
Telenet | Annual Report 2021 | 153
The vesting of the stock options under the ESOP 2017 occurs quarterly over a period of 4 years, with a vesting of 10% of the total stock options granted
during each of the first 4 quarters and a vesting of 5% of the total stock options granted during each of the 12 following quarters.
No stock options under the ESOP 2017 were exercised during the year ended December 31, 2021.
Employee Stock Option Plan 2017 bis
On July 31, 2017, the board of directors approved a new general stock option plan for the employees for a total number of 753,109 stock options on
existing shares, under the condition of approval and within the limits of the authorized capital as approved by the general shareholders' meeting of April
26, 2017 (the "Employee Stock Option Plan 2017 bis" or "ESOP 2017 bis"). Each of these stock options entitles the holder thereof to purchase from
the Company one existing share of the Company.
On September 25, 2017, the board of directors authorized a grant under this plan to certain beneficiaries. On November 24, 2017, a total of 413,664
stock options, with an exercise price of €55.59 per stock option, were accepted.
The vesting of these stock options occurs per quarter and over 4 years with a vesting of 10% of the total stock options granted during each of the first 4
quarters and a vesting of 5% during each of the following quarters.
No stock options under the ESOP 2017 bis were exercised during the year ended December 31, 2021.
Employee Stock Option Plan 2018
On March 19, 2018, the board of directors approved Telenet's General Stock Option Plan 2018 for the Company’s Senior Leadership, the Company's
CEO and certain employees for a total number of 1,402,903 stock options on existing shares (the "Employee Stock Option Plan 2018" or“ESOP
2018”). Each of these stock options entitles the holder thereof to purchase from the Company one existing share of the Company.
The grant of these 1,402,903 stock options, with an exercise price of €42.72 per stock option, occurred on June 6, 2018. On June 30, 2018, a total of
604,021 stock options were accepted. While the CEO, who had time till August 1 2018, accepted the 204,942 granted options in full on August 1, 2018.
The vesting of the stock options under the ESOP 2018 occurs quarterly over a period of 4 years, with a vesting of 10% of the total stock options granted
during each of the first 4 quarters and a vesting of 5% of the total stock options granted during each of the 12 following quarters.
No stock options under the ESOP 2018 were exercised during the year ended December 31, 2021.
Employee Stock Option Plan 2018 bis
On October 30, 2018, the board of directors approved a new general stock option plan for the new chief financial officer for a total number of 53,781
stock options on existing shares, under the condition of approval and within the limits of the authorized capital as approved by the general shareholders'
meeting of April 26, 2017 (the "Employee Stock Option Plan 2018 bis" or "ESOP 2018 bis"). These were offered to the beneficiary on November 2,
2018. Each of these stock options entitles the holder thereof to purchase from the Company one existing share of the Company. On December 12, 2018,
a total of 53,781 stock options, with an exercise price of €44.62 per stock option were accepted.
The vesting of these stock options occurs per quarter and over 4 years with a vesting of 10% of the total stock options granted during each of the first 4
quarters and a vesting of 5% during each of the following quarters.
No stock options under the ESOP 2018 bis were exercised during the year ended December 31, 2021.
Employee Stock Option Plan 2019
On February 11, 2019, the board of directors approved a new general stock option plan for the CEO, the Senior Leadership Team and a selected number
of employees, (the "Employee Stock Option Plan 2019" or "ESOP 2019"). Each of these stock options entitles the holder thereof to purchase from the
Company one existing share of the Company.
On May 6, 2019, the board of directors authorized a grant under this plan to certain beneficiaries with an exercise price of €46.54 per stock option. On
June 24, 2019, a total of 713,286 of the 808,724 stock options were accepted.
The vesting of these stock options occurs per quarter and over 4 years with a vesting of 10% of the total stock options granted during each of the first 4
quarters and a vesting of 5% during each of the following quarters.
No stock options under the ESOP 2019 were exercised during the year ended December 31, 20201.
154 | Telenet | Annual Report 2021 |
Employee Stock Option Plan 2020
On March 16, 2020, the board of directors approved a new general stock option plan for the CEO, the Senior Leadership Team and a selected number of
employees (the "Employee Stock Option Plan 2020" or "ESOP 2020"). Each of these stock options entitles the holder thereof to purchase from the
Company one existing share of the Company.
On May 11, 2020 the board of directors authorized a grant under this plan to certain beneficiaries with an exercise price of €35.17. On June 23, 2020, a
total of 1,009,087 of the 1,140,955 offered stock options were accepted.
The vesting of these stock options occurs quarterly over a period of 4 years, with a vesting of 10% of the total stock options granted during each of the
first 4 quarters and a vesting of 5% of the total stock options granted during each of the 12 following quarters.
No stock options under the ESOP 2020 were exercised during the year ended December 31, 2021.
The details regarding the stock option plans issued by the Company and still outstanding at December 31, 2021 are summarized in the table below:
Issuance of stock options
Stock options granted
Stock Option
Plan
Date approved
by the board of
directors
Total number
of stock
options issued
Name of the
grant
Date offered
Number of
stock options
offered
Number of
stock options
accepted
Beneficiaries
ESOP 2017 Stock
Options
March 20, 2017
553,292
ESOP 2017
June 8, 2017
553,292
403,266
CEO and certain
employees
ESOP 2017 bis
Stock Options
July 31, 2017
753,109
ESOP 2017 bis
September 25,
2017
753,109
413,664
certain
employees
ESOP 2018 Stock
Options
March 19, 2018
1,402,903
ESOP 2018
June 6, 2018
1,197,961
604,021
certain
employees
CEO ESOP 2018
June 6, 2018
204,942
204,942
CEO
ESOP 2018 bis
Stock Options
October 30,
2018
53,781
ESOP 2018 bis
November 2,
2018
53,781
53,781
certain
employee
ESOP 2019 Stock
Options
February 11,
2019
808,724
ESOP 2019
May 6, 2019
808,724
713,286
CEO and certain
employees
ESOP 2020 Stock
Options
March 16, 2020
1,140,955
ESOP 2020
May 11, 2020
1,140,955
1,009,087
CEO and certain
employees
The fair value of the stock options is determined using the Black-Scholes pricing model which is based on the following variables:
•the expected term (life) of the option
•the volatility of the underlying share price
•the type of option
•the underlying stock price
•the strike price
•the expected dividend, and
•the risk-free rate
The Company considers historical exercise trends in its calculation of the expected life of stock options granted. The risk free interest rate is based on the
return of the Belgian government loans on the secondary market. The expected volatility for stock options is generally based on historical volatilities on
past Telenet stock quotes for a period equal to the expected average life of the options. The expected dividend is based on the shareholders'
remuneration policy of the Company.
The grant dates for accounting purposes, as well as the underlying assumptions for determining the grant date fair value can be summarized as follows:
Telenet | Annual Report 2021 | 155
Grant date
(for
accounting
purposes)
Fair value at
grant date (in
euro)
Share
price at
grant
date (in
euro)
Exercise price (in
euro)
Expected
volatility
Expected
option life
Expected
dividends
Risk-free
interest rate
Initially
Adjusted
ESOP 2017
Stock Options
June 30,
2017
5.81 - 8.33
55.15
58.14
51.60
21.0% -
22.7%
4.3 years
0.0%
-0.46% -
-0.23%
ESOP 2017 bis
Stock Options
November
24, 2017
8.84 - 11.28
58.99
55.59
49.34
20.3% -
22.1%
4.3 years
0.0%
-0.56% -
-0.36%
ESOP 2018
Stock Options
June 30,
2018
4.01 - 5.99
40.00
42.72
37.91
20.7% -
22.4%
4.3 years
0.0%
-0.54% -
-0.37%
CEO ESOP 2018
Stock Options
August 1,
2018
7.70 - 9.03
43.90
42.72
37.91
23.3% -
24.3%
4.4 years
0.0%
-0.48% -
-0.20%
ESOP 2018 bis
Stock Options
December
12, 2018
2.29 - 3.01
39.70
44.62
—
24.6% -
25.6%
4.3 years
5.2%
-0.45% -
-0.16%
ESOP 2019
Stock Options
June 24,
2019
5.50 - 5.95
48.80
46.54
—
24.4% -
25.9%
4.3 years
4.3%
-0.66% -
-0.53%
ESOP 2020
Stock Options
June 23,
2020
4.48 - 5.61
37.44
35.16
—
28.8% -
34.5%
4.3 years
6.2%
-0.57% -
-0.50%
156 | Telenet | Annual Report 2021 |
All plans
A summary of the activity in the Company’s stock option plans for the years ended December 31, 2021, and 2020 is as follows:
Outstanding Stock Options
Number of stock
options
Average Exercise
Prices
(in euro)
January 1, 2020
3,675,101
43.27
Granted
Employee Stock Option Plan 2020
1,009,087
35.17
Forfeited
Stock Option Plan 2015 stock options forfeited
(5,555)
45.15
Stock Option Plan 2016 stock options forfeited
(74,658)
40.36
Stock Option Plan 2016 bis stock options forfeited
(29,692)
41.68
Stock Option Plan 2017 stock options forfeited
(8,309)
51.60
Stock Option Plan 2017 bis stock options forfeited
(4,564)
49.34
Stock Option Plan 2018 stock options forfeited
(28,742)
37.91
Stock Option Plan 2019 stock options forfeited
(6,349)
46.54
Stock Option Plan 2020 stock options forfeited
(2,473)
35.17
Expired
CEO Stock Option Plan 2015 options expired
(102,811)
44.88
Stock Option Plan 2015 stock options expired
(277,996)
45.15
December 31, 2020
4,143,039
41.21
Forfeited
Stock Option Plan 2017 stock options forfeited
(50,395)
51.60
Stock Option Plan 2017 bis stock options forfeited
(51,284)
49.34
Stock Option Plan 2018 stock options forfeited
(8,919)
37.91
Stock Option Plan 2019 stock options forfeited
(3,875)
46.54
Stock Option Plan 2020 stock options forfeited
(13,557)
35.17
Expired
Stock Option Plan 2016 stock options expired
(518,475)
40.36
Stock Option Plan 2016 bis stock options expired
(268,185)
41.68
December 31, 2021
3,228,349
41.04
No stock options have been exercised during the year ended December 31, 2021 and December 31, 2020. No stock options have been granted during
the year ended December 31, 2021. The following table summarizes information about stock options outstanding and exercisable as of December 31,
2021:
Class of options
Number of options
outstanding
Number of options
exercisable
Weighted
average
remaining
contractual life
Current exercise prices
(in euro)
ESOP 2017 stock options
365,640
365,640
5 months
51.60
ESOP 2017 bis stock options
386,893
386,893
9 months
49.34
ESOP 2018 stock options
768,313
688,674
17 months
37.91
ESOP 2018 bis stock options
53,781
43,024
22 months
44.62
ESOP 2019 stock options
660,665
464,442
28 months
46.54
ESOP 2020 stock options
993,057
500,475
40 months
35.17
Total outstanding
3,228,349
2,449,148
Telenet | Annual Report 2021 | 157
Total compensation expense associated with the Company’s stock option plans amounted to €3.8 million in 2021 (2020: €8.5 million) which are included
in compensation expense in Telenet's consolidated statement of profit or loss and other comprehensive income and which are partly reflected in equity
(€3.2 million) and partly as a liability (€0.6 million) in the consolidated statement of financial position.
Performance shares
On November 5, 2018, the Company granted its Senior Leadership Team members (including its chief executive officer) and one other manager a total of
60,082 performance shares (the "2018 Telenet Performance Shares”). The performance target applicable to the 2018 Telenet Performance Shares is
the achievement of an Adjusted EBITDA CAGR (under US GAAP), when comparing Adjusted EBITDA during the period beginning on January 1, 2018 and
ending on December 31, 2020 to the Adjusted EBITDA for the period that began on January 1, 2017 and ended on December 31, 2017. A performance
range of 75% to 130% of the target Adjusted EBITDA CAGR would generally result in award recipients earning 75% to 200% of their 2018 Telenet
Performance Shares, subject to reduction or forfeiture based on individual performance and service requirements. The earned 2018 Telenet Performance
Shares will vest on November 5, 2021. Compensation costs attributable to the 2018 Telenet Performance Shares are recognized over the requisite service
period of the awards and are included in compensation expense in Telenet’s consolidated statement of profit or loss and other comprehensive income.
On February 2, 2021, the Remuneration and Nomination Committee decided that the performance criteria for the 2018 Telenet Performance Shares had
been achieved, and therefore, the earned 2018 Telenet Performance Shares vested at 85% on November 5, 2021. This performance share plan was paid
out in shares on a net basis.
On May 6, 2019, the Company granted its CEO, Senior Leadership Team and a selected number of employees a total of 113,291 performance shares (the
"2019 Telenet Performance Shares"). On June 24, 2019, a total of 111,466 of the 113,291 offered performance shares were accepted. The
performance target applicable to the 2019 Telenet Performance Shares is the achievement of an Adjusted EBITDA less property & equipment additions
CAGR (under US GAAP), when comparing the Adjusted EBITDA less property & equipment additions during the period beginning on January 1, 2019 and
ending on December 31, 2021 to the Adjusted EBITDA less property & equipment additions for the period that began on January 1, 2018 and ended on
December 31, 2018. A performance range of 50% to 122% of the target Adjusted EBITDA less property & equipment additions would generally result in
award recipients earning 50% to 150% of their 2019 Telenet Performance Shares, subject to reduction or forfeiture based on individual service
requirements. The earned 2019 Telenet Performance Shares will vest on May 6, 2022.
On May 11, 2020 the Company granted its CEO, Senior Leadership Team and a selected number of employees a total of 159,367 performance shares
(the "2020 Telenet Performance Shares"). On June 23, 2020, a total of 156,981 of the 159,367 offered performance shares were accepted. The
performance target applicable to the 2020 Telenet Performance Shares is the achievement of an Adjusted EBITDA less property & equipment additions
CAGR (under US GAAP), when comparing the Adjusted EBITDA less property & equipment additions during the period started as of January 1, 2020 and
ending on December 31, 2022 to the Adjusted EBITDA less property & equipment additions for the period started on January 1, 2019 and ended on
December 31, 2019. A performance range of -0.3% to +0.3% of the target Adjusted EBITDA less property & equipment additions CAGR would
generally result in award recipients earning 50% to 150% of their 2020 Telenet Performance Shares, subject to reduction or forfeiture based on
individual service requirements. The earned 2020 Telenet Performance Shares will vest on May 11, 2023. Compensation costs attributable to the 2020
Telenet Performance Shares are recognized over the requisite service period of the awards and are included in compensation expense in Telenet's
consolidated statement of profit or loss and other comprehensive income.
On August 4, 2021 the Company granted its CEO, Senior Leadership Team and a selected number of employees a total of 298,183 performance shares
(the "2021 Telenet Performance Shares"). On September 24, 2021, all 298,183 offered performance shares were accepted. The performance target
applicable to the 2021 Telenet Performance Shares is the achievement of certain financial targets, such as EBITDA CAGR (under US GAAP) and an
Adjusted EBITDA less property & equipment additions CAGR (under US GAAP), when comparing the EBITDA and Adjusted EBITDA less property &
equipment additions during the period started as of January 1, 2021 and ending on December 31, 2023 to the EBITDA and Adjusted EBITDA less property
& equipment additions for the period started on January 1, 2020 and ended on December 31, 2020. A performance range of +0.9% to +2.7% of the
EBITDA CAGR would generally result in award recipients earning 50% to 150% of their 2021 Telenet Performance Shares. A performance range of
-6.0% to -2.0% of the target Adjusted EBITDA less property & equipment additions CAGR would generally result in award recipients earning 50% to
150% of their 2021 Telenet Performance Shares, subject to reduction or forfeiture based on individual service requirements. Besides the aforementioned
financial performance criteria, also four non-financial targets were determined that impact the vesting of the granted performance shares under this plan.
The earned 2021 Telenet Performance Shares will vest on August 4, 2024. Compensation costs attributable to the 2021 Telenet Performance Shares are
recognized over the requisite service period of the awards and are included in compensation expense in Telenet's consolidated statement of profit or loss
and other comprehensive income.
On August 4, 2021 the Company granted its CEO a total of 127,710 performance shares (the "2021 CEO Telenet Performance Shares"). On
September 24, 2021, all 127,710 offered performance shares were accepted. The performance target applicable to the 2021 Telenet Performance Shares
is the achievement of the same financial targets as mentioned under the 2021 Telenet Performance Shares plan. In addition to these financial targets,
five non-financial targets were determined that impact the vesting of the granted performance shares under this particular plan. The earned 2021 CEO
Telenet Performance Shares will vest on August 4, 2024. Compensation costs attributable to the 2021 CEO Telenet Performance Shares are recognized
over the requisite service period of the awards and are included in compensation expense in Telenet's consolidated statement of profit or loss and other
comprehensive income.
In 2021, Telenet recognized €7.8 million of compensation expense in respect of the Telenet Performance Shares plans (2020: €3.6 million) which is
included in compensation expense in Telenet's consolidated statement of profit or loss and other comprehensive income and which is partly reflected in
equity (€3.2 million) and partly as a liability (€4.6 million) in the consolidated statement of financial position.
158 | Telenet | Annual Report 2021 |
Restricted shares
On May 6, 2019, the Company granted certain key management personnel a total of 106,786 restricted shares (the "2019 Telenet Restricted Shares").
On June 24, 2019, a total of 94,556 of the 106,786 offered restricted shares were accepted. The vesting of these restricted shares occurs annually over a
period of 2 years, with a vesting of 40% of the restricted shares granted on May 6, 2020 and a vesting of 60% on May 6, 2021, subject to reduction or
forfeiture based on individual service requirements. However, upon vesting, the Telenet shares remain blocked for trading for a period of 2 years, i.e.
respectively until May 6, 2021 and May 6, 2022.
On May 11, 2020 the Company granted certain key management personnel a total of 129,144 restricted shares (the "2020 Telenet Restricted
Shares"). On June 23, 2020, a total of 113,876 of the 129,144 offered restricted shares were accepted. The vesting of these restricted shares occurs
annually over a period of 2 years, with a vesting of 40% of the restricted shares granted on May 11, 2021 and a vesting of 60% on May 11, 2022,
subject to reduction or forfeiture based on individual service requirements. However, upon vesting, the Telenet shares remain blocked for trading for a
period of 2 years, i.e. respectively until May 11, 2023 and May 11, 2024. Compensation costs attributable to the 2020 Telenet Restricted Shares are
recognized over the requisite service period of the awards and are included in compensation expense in Telenet's consolidated statement of profit or loss
and other comprehensive income.
On August 4, 2021 the Company granted certain key management personnel a total of 155,065 restricted shares (the "2021 Telenet Restricted
Shares"). On September 24, 2021, all of the 155,065 offered restricted shares were accepted. The vesting of these restricted shares occurs annually over
a period of 2 years, with a vesting of 40% of the restricted shares granted on August 4, 2022 and a vesting of 60% on August 4, 2023, subject to
reduction or forfeiture based on individual service requirements. However, upon vesting, the Telenet shares remain blocked for trading for a period of 2
years, i.e. respectively until August 4, 2024 and August 4, 2025. Compensation costs attributable to the 2021 Telenet Restricted Shares are recognized
over the requisite service period of the awards and are included in compensation expense in Telenet's consolidated statement of profit or loss and other
comprehensive income.
As a consequence of the established formal dividend policy, the Company's share price is affected at the moment of a dividend pay-out. The Company
decided to redress for the negative impact of such a downwards adjustment to the Company's share price for the beneficiaries of long term incentive
plans. The holders of vested & unvested stock options, unvested performance shares and unvested restricted shares have been grante d. C ompensation
Restricted Shares in May 2021 (the "May 2021 Compensation Restricted Shares") and December 2021 (the "December 2021 Compensation
Restricted Shares"). S imilar Compensation Restricted Shares were granted in July 2020 and December 2020, immediately vesting upon grant date,
being July 9 and December 7, 2020.
These Compensation Restricted Shares immediately vested upon grant and were settled in shares by the Company at the same time. The Compensation
Restricted Share Plans do not contain any service requirement and as a consequence, the compensation expense related to these plans was integrally
recognized on the grant date being respectively May 10 and December 8, 2021.
Total compensation expense associated with the Company’s restricted shares plans amounted to €16.7 million in 2021 (2020: €17.7 million) which is
included in compensation expense in Telenet's consolidated statement of profit or loss and other comprehensive income and which is partly reflected in
equity (€7.8 million) and partly as a liability (€8.9 million) in the consolidated statement of financial position.
Telenet | Annual Report 2021 | 159
5.13 Loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are measured at amortized cost.
For more information about the Company’s exposure to risks, including interest rate and liquidity risk, see note 5.3.
The balances of loans and borrowings specified below include accrued interest and debt premiums or discounts as of December 31, 2021 and 2020.
(€ in millions)
December 31, 2021
December 31, 2020
2020 Amended Senior Credit Facility:
Term Loan AR
2,013.6
1,874.9
Term Loan AQ
1,121.8
1,121.8
Senior Secured Fixed Rate Notes:
USD1000 million Senior Secured Notes due 2028
900.6
839.4
€600 million Senior Secured Notes due 2028
548.7
548.7
Revolving Credit Facility
1.1
1.1
Nextel Credit Facility
0.4
0.8
SFR network right of use
3.8
3.8
Vendor financing
349.4
353.9
Lease obligations
520.9
555.5
Clientele fee > 20 years
125.6
125.5
Renting debt
0.9
1.8
Loan The Park, Connectify & U-Cast
0.8
0.6
5,587.6
5,427.8
Less: deferred financing fees
(8.5)
(10.0)
5,579.1
5,417.8
Less: current portion
(498.8)
(499.6)
Total non-current loans and borrowings
5,080.3
4,918.2
As of December 31, 2021 and 2020, all loans and borrowings were denominated in € except for Term Loan AR and the USD 1,000 million Senior Secured
Notes due 2028, which are denominated in USD. Fixed interest rates applied to 31.1% of the total loans and borrowings at December 31, 2021
(December 31, 2020: 31.1%). The weighted average interest rates at December 31, 2021, were 3.36% on fixed rate loans (December 31, 2020: 3.36%)
and 3.04% on floating rate loans (December 31, 2020: 3.29%).
5.13.1 2020 Amended Senior Credit Facility
During the year ended December 31, 2020, Telenet finalized several (re)financing transactions. In January 2020, Telenet issued and priced a new 8.25-
year USD 2,295 million Term Loan (“Facility AR”) and a new 9.25-year €1,110 million Term Loan (“Facility AQ”). Telenet has used the net proceeds of
these issuances to redeem in full the previous Term Loans AN and AO of USD 2,295 million and €1,110 million, respectively.
In April 2020, Telenet issued a new 6.2-year €510.0 million revolving credit facility, replacing the former €460.0 million revolving credit facilities with
certain availabilities up to June 2023. The new RCF has the following characteristics: (i) maturity of May 31, 2026, (ii) a margin of 2.25% over EURIBOR
(floored at 0%) and (iii) a commitment fee of 40% of the margin. The new RCF can be used for general corporate purposes, which may include
acquisitions, distributions to shareholders and general working capital requirements of the Company.
In December 2020, Telenet extended its €20.0 million bilateral Revolving Credit Facility by another five years to September 30, 2026. The applicable
margin under the extended facility has been determined at 2.25% over EURIBOR (floored at 0%), representing the same margin as under Telenet's
€510.0 million Revolving Credit Facility I which also matures in 2026. The extended facility can customarily be used for general corporate purposes.
160 | Telenet | Annual Report 2021 |
5.13.2 Senior Secured Notes
ln December 2017, Telenet issued €600.0 million and USD 1.0 billion Senior Secured Fixed Rate Notes due 2028 at par. The Notes will mature on March
1, 2028 and carry a fixed coupon of 3.50% and 5.50%, for the €-denominated Notes and USD-denominated Notes, respectively, due on a semi-annual
basis as of mid-January 2018.
In April 2020, Telenet through its financing subsidiary Telenet Finance Luxembourg Notes S.à r.l. has completed the 10% repurchase of its 3.50% €600.0
million Senior Secured Fixed Rate Notes due March 2028 for an aggregate amount of €56.6 million. As a result of this transaction, the principal amount
under these Notes decreased to €540.0 million. The Notes were repurchased at a weighted average price of 94.375% over the period March 12, 2020 up
to April 7, 2020 through an independent financial intermediary, who repurchased such Notes on Telenet Finance Luxembourg Notes S.à r.l. 's behalf.
Telenet Finance Luxembourg Notes S.à r.l. canceled the repurchased Notes in full, including the settlement of accrued interest.
5.13.3 Repayment schedule
Aggregate future principal payments on the total borrowings under all of the Company’s loans and borrowings other than leases, vendor financing, the
SFR network right of use liability, and the the Clientele fee > 20 years as of December 31, 2021 and 2020 are shown in the following tables:
(€ in millions)
Total Facility
as per
Drawn
amount
Undrawn
amount
Maturity Date
Interest rate
Interest
payments due
December 31, 2021
2020 Amended Senior Credit Facility
Term Loan AQ
1,110.0
1,110.0
—
April 30, 2029
Floating | 6-
month Euribor
(0% floor) +
2.25%
Semi-annually
(Jan. and Jul.)
Term Loan AR (USD 2,295 million)
2,015.5
2,015.5
—
April 30, 2028
Floating | USD
Libor 6-month
(0% floor)+
2.00%
Monthly
Revolving Credit Facility I
510.0
—
510.0
May 31, 2026
Floating | 1-
month Euribor
(0% floor)+
2.25%
Quarterly
(commitment fees
only)
Other
Revolving Credit Facility
20.0
—
20.0
September 30,
2026
Floating | 1-
month EURIBOR
(0% floor) +
2.25%
Quarterly
(commitment fees
only)
BNP Overdraft Facility
25.0
—
25.0
December 31,
2021
Floating | 1-
month EURIBOR
(0% floor) +
1.60%
Quarterly
(commitment fees
only)
Senior Secured Fixed Rate Notes
USD 1.0 billion Senior Secured Notes due
2028 (Term Loan AJ)
878.2
878.2
—
March 1, 2028
Fixed | 5.50%
Semi-annually
(Jan. and Jul.)
€600 million Senior Secured Notes due
2028 (Term Loan AK)
540.0
540.0
—
March 1, 2028
Fixed | 3.50%
Semi-annually
(Jan. and Jul.)
Total notional amount
5,098.7
4,543.7
555.0
Telenet | Annual Report 2021 | 161
(€ in millions)
Total Facility
as per
Drawn
amount
Undrawn
amount
Maturity Date
Interest rate
Interest
payments due
December 31, 2020
2020 Amended Senior Credit Facility
Term Loan AQ
1,110.0
1,110.0
—
April 30, 2029
Floating | 6-
month Euribor
(0% floor) +
2.25%
Semi-annually
(Jan. and Jul.)
Term Loan AR (USD 2,295 million)
1,877.2
1,877.2
—
April 30, 2028
Floating | USD
Libor 6-month
(0% floor)+
2.00%
Monthly
Revolving Credit Facility I
510.0
—
510.0
May 31, 2026
Floating | 1-
month Euribor
(0% floor)+
2.25%
Quarterly
(commitment fees
only)
Other
Revolving Credit Facility
20.0
—
20.0
September 30,
2026
Floating | 1-
month EURIBOR
(0% floor) +
2.25%
Quarterly
(commitment fees
only)
BNP Overdraft Facility
25.0
—
25.0
December 31,
2021
Floating | 1-
month EURIBOR +
1.60%
Quarterly
(commitment fees
only)
Senior Secured Fixed Rate Notes
USD 1.0 billion Senior Secured Notes due
2028 (Term Loan AJ)
818.0
818.0
—
March 1, 2028
Fixed | 5.50%
Semi-annually
(Jan. and Jul.)
€600 million Senior Secured Notes due
2028 (Term Loan AK)
540.0
540.0
—
March 1, 2028
Fixed | 3.50%
Semi-annually
(Jan. and Jul.)
Total notional amount
4,900.2
4,345.2
555.0
162 | Telenet | Annual Report 2021 |
5.13.4 Reconciliation of movements of liabilities to cash flows used in financing activities
The following table summarizes the movements of liabilities and shareholders' equity to cash flows used in financing activities for the year ended
December 31, 2021:
(€ in millions)
2020
Amended
Senior
Credit
Facility
Senior
Secured
Fixed Rate
Notes
Vendor
Financing
Lease
obligations
Other loans
&
borrowings
Deferred
financing
fees
Total
changes
from
financing
cash flows
At December, 31,
2020, as restated (*)
2,996.7
1,388.1
353.9
555.5
133.7
(10.0)
Changes from
financing cash flows
Repayments of loans
and borrowings
—
—
(409.0)
—
(10.3)
—
(419.3)
Proceeds from loans
and borrowings
—
—
350.7
—
0.1
—
350.8
Payments of lease
liabilities
—
—
—
(87.3)
—
—
(87.3)
Total changes from
financing cash flows
—
—
(58.3)
(87.3)
(10.2)
—
(155.8)
The effect from
changes in foreign
exchange rate
138.0
60.3
—
—
—
(0.2)
198.1
Liability related
other changes
New leases and new
vendor financing
—
—
45.7
49.0
—
—
Non cash settlement
VAT
—
—
7.6
—
—
—
Amortization deferred
financing fees
0.5
—
—
—
8.8
6.0
Loss on
extinguishment and
modification of debt
—
—
—
—
—
(0.1)
Interest expense
66.9
65.6
7.3
27.3
3.7
0.2
Interest paid
(66.7)
(64.7)
(6.4)
(23.9)
(6.9)
—
Other
—
—
(0.4)
0.3
3.5
(4.4)
Total liability related
other changes
0.7
0.9
53.8
52.7
9.1
1.7
At December 31,
2021
3,135.4
1,449.3
349.4
520.9
132.6
(8.5)
Telenet | Annual Report 2021 | 163
(€ in millions)
Share
capital
Share
premium
Share-
based
payment
reserve
Legal
reserve
Reserve for
own shares
Other
reserves
Retained
loss
Remeasure
ments
Non
controlling
interests
Total
changes
from
financing
cash flows
At December 31,
2020, as restated (*)
12.8
80.7
135.6
64.8
(199.4)
685.3
(2,249.9)
(12.3)
28.6
Changes from
financing cash flows
Repurchase of own
shares
—
—
—
—
(13.5)
—
—
—
—
(13.5)
Realized loss on own
shares sold
—
—
—
—
10.8
—
(10.8)
—
—
—
Payments related to
capital reductions and
dividends
—
—
—
—
—
—
(300.5)
—
—
(300.5)
Proceeds from capital
transactions with
equity participants
—
—
—
—
—
—
19.1
—
(24.9)
(5.8)
Total changes from
financing cash flows
—
—
—
—
(2.7)
—
(292.2)
—
(24.9)
(319.8)
Total equity related
other changes
—
—
14.1
—
—
—
394.0
2.7
(0.3)
At December 31,
2021
12.8
80.7
149.7
64.8
(202.1)
685.3
(2,148.1)
(9.6)
3.4
Total changes from
financing cash flows
(319.8)
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Telenet | Annual Report 2021 | 164
The following table summarizes the movements of liabilities and shareholders' equity to cash flows used in financing activities for the year ended
December 31, 2020:
(€ in millions)
2020
Amended
Senior
Credit
Facility
Senior
Secured
Fixed Rate
Notes
Vendor
Financing
Lease
obligations
Other
loans &
borrowings
Deferred
financing
fees
Total
changes
from
financing
cash flows
At December, 31, 2019,
as restated
3,158.4
1,522.5
358.0
569.2
138.8
(13.9)
Changes from financing
cash flows
Repayments of loans and
borrowings
(65.0)
(56.8)
(429.0)
—
(15.0)
—
(565.8)
Proceeds from loans and
borrowings
65.0
—
345.7
—
0.1
—
410.8
Repayments of loans to
related parties
—
—
—
—
(3.3)
—
(3.3)
Payments of lease
liabilities
—
—
—
(105.2)
—
—
(105.2)
Payments for debt
issuance costs
—
—
—
—
—
(13.8)
(13.8)
Total changes from
financing cash flows
—
(56.8)
(83.3)
(105.2)
(18.2)
(13.8)
(277.3)
The effect from
changes in foreign
exchange rate
(165.6)
(72.6)
—
—
—
0.3
Liability related other
changes
New finance leases and
new vendor financing
—
—
69.2
90.6
—
—
Non cash settlement VAT
—
—
11.6
—
—
—
Amortization deferred
financing fees
0.6
—
—
0.5
9.0
2.1
Loss on extinguishment
and modification of debt
10.8
(3.2)
—
—
—
7.5
Interest expense
80.3
66.6
7.9
34.4
5.3
—
Interest paid
(82.6)
(69.4)
(8.2)
(30.6)
(2.8)
—
Other
(5.2)
1.0
(1.3)
(3.4)
1.6
7.8
Total liability related
other changes
3.9
(5.0)
79.2
91.5
13.1
17.4
At December 31, 2020
2,996.7
1,388.1
353.9
555.5
133.7
(10.0)
Telenet | Annual Report 2021 | 165
(€ in millions)
Share
capital
Share
premium
Share -
based
payment
reserve
Legal
reserve
Reserve
for own
shares
Other
reserves
Retained
loss
Remeasur
ements
Non-
controlling
interest
Total
changes
from
financing
cash
flows
At December 31, 2019,
as restated
12.8
80.7
118.9
64.8
(209.2)
721.2
(2,287.8)
(13.5)
25.1
Changes from financing
cash flows
Repurchase of own shares
—
—
—
—
(34.4)
—
—
—
—
(34.4)
Realized loss on own
shares sold
—
—
—
—
8.7
—
(8.7)
—
—
—
Payments related to
capital reductions and
dividends
—
—
—
—
—
—
(292.3)
—
—
(292.3)
Proceeds from capital
transactions with equity
participants
—
—
—
—
—
—
—
—
2.8
2.8
Total changes from
financing cash flows
—
—
—
—
(25.7)
—
(301.0)
—
2.8
(323.9)
Total equity related
other changes
—
—
16.7
—
35.5
(35.9)
338.9
1.2
0.5
At December 31, 2020
12.8
80.7
135.6
64.8
(199.4)
685.3
(2,249.9)
(12.3)
28.4
Total changes from
financing cash flows
(601.2)
5.13.5 Guarantees and covenants
Telenet's net covenant leverage, as calculated under the Senior Credit Facility, differs from its net total leverage as it excludes (i) lease-related liabilities, (ii)
any vendor financing-related short-term liabilities and includes (iii) the Credit Facility Excluded Amount (which is the greater of €400.0 million and 0.25x
Consolidated Adjusted Annualized EBITDA). Telenet's net covenant leverage reached 3.0x at December 31, 2021, which was unchanged compared to
December 31, 2020 as a result of the Company’s shareholder distributions in 2021 a part of its shareholder remuneration policy. Telenet's current net
covenant leverage ratio is significantly below the springing maintenance covenant of 6.0x and the incurrence test of 4.5x net senior leverage. The
aforementioned maintenance covenant only applies, however, in case Telenet would draw 40% or more under its revolving credit facilities. At December
31, 2021, Telenet's revolving credit facilities were fully undrawn.
2020 Amended Senior Credit Facility and Senior Secured Notes
At 31 December 2021, Telenet BV, Telenet Group NV, Telenet International Finance S.à r.l. and Telenet Financing USD LLC guaranteed (and continue to
guarantee) the obligations of each of Telenet BV, Telenet Group NV, Telenet International Finance S.à r.l. and Telenet Financing USD LLC under the Senior
Credit Facility, to the extent permitted by law and subject to any applicable guarantee limitations.
In addition, the following security has been granted under the Senior Credit Facility by Telenet Group Holding NV, Telenet Group NV and Telenet
International Finance S.à r.l.:
•pledges of all shares of Telenet BV, Telenet Group NV, Telenet International Finance S.à r.l. and Telenet Financing USD LLC; and
•pledge of receivables owed to Telenet Group Holding NV by Finance Center Telenet S.à r.l. under a subordinated shareholder loan and all
receivables owed by other group members to Telenet Group Holding NV under future subordinated shareholder loans.
As of December 31, 2021, the Company was in compliance with all of its financial covenants.
In respect of the obligations under the notes issued by Telenet Finance Luxembourg Notes S.à r.l., security has been granted to the trustee under the
notes on behalf of itself and the holders of the notes over:
•all of Telenet Finance Luxembourg Notes S.à r.l.’s rights, title and interest under the finance documents described in the Senior Credit Facility,
the intercreditor agreement dated October 10, 2007 (as amended and restated from time to time and most recently on 10 August 2017), the
additional facility AJ accession agreement and the additional facility AK accession agreement pursuant to which Telenet Finance Luxembourg
Notes S.à r.l. has become a lender under the Senior Credit Facility;
•all of Telenet Finance Luxembourg Notes S.à r.l.’s rights, title and interest under the fee letters and the service agreement related to the notes
issuances; and
•all sums of money held from time to time in Telenet Finance Luxembourg Notes S.à r.l.’s bank account.
Telenet | Annual Report 2021 | 166
The payment obligations of Telenet International Finance S.à r.l. under the fee letters and the service agreement are guaranteed by Telenet Group NV to
Telenet Finance VI Luxembourg S.C.A.
Other guarantees and security
Telenet BV financed the construction and further expansion of the property located at Liersesteenweg 4, 2800 Mechelen by entering into various real
estate leasing arrangements (onroerende leasingsovereenkomsten) with KBC Bank NV and Belfius Leasing Services NV, in the framework of which it has
granted building rights (recht van opstal) to such parties. To further secure the construction and real estate leasing arrangements with KBC Bank NV and
Belfius Leasing Services NV, Telenet BV has also granted non-exercised mortgages and mortgage mandates to KBC Bank NV and Belfius Leasing Services
NV.
5.13.6 Vendor Financing
The Company uses a vendor financing program under which suppliers entering the system are paid by the bank earlier than their regular payment terms
at a discount or at their regular payment terms without a discount while Telenet has 360 days to pay the bank. Consequently, the vendor financing
liabilities are accounted for as loans and borrowings on the balance sheet.
As at December 31, 2021, the outstanding liabilities with respect to vendor financing (€349.4 million; December 31, 2020: €353.9 million) consist of:
•€39.8 million capex related invoices (December 31, 2020: €51.5 million),
•€306.3 million operating expense related invoices (December 31, 2020: €299.5 million), and
•€3.3 million accrued interest (December 31, 2020: €2.9 million).
During the year ended December 31, 2021, the Company repaid €65.1 million of capex related invoices (2020: €194.8 million) and €344.0 million of
opex related invoices (2020: €234.2 million).
As a result of the capex-related vendor financing, the Company’s net cash used in investing activities was favorably impacted for the equivalent amount.
Upon payment of the short term debt by Telenet to the bank after 360 days, the Company will record cash used in financing activities.
For opex related invoices the Company records cash outflows from operations and a corresponding cash inflow in financing activities when the expenses
are incurred. When the Company pays the bank, the Company records financing cash outflows.
Telenet | Annual Report 2019 | 167
5.14 Derivative financial instruments
The Company has entered into various derivative instruments to manage interest rate and foreign currency exposure.
As of December 31, 2021 and 2020, the outstanding forward foreign exchange derivatives were as follows:
December 31, 2021
December 31, 2020
Forward Purchase Contracts
Notional amount (USD in millions)
55.7
55.4
Weighted average strike price (US dollar per euro)
1.185
1.154
Maturity
100% maturing in 2022
97% maturing in 2021 -
3% maturing in 2022
The Company entered into several cross currency interest rates swaps (CCIRS) to hedge the foreign exchange exposure of its USD-denominated debt and
to swap the USD payable floating rate into a Euro payable fixed rate.
As of December 31, 2021 and 2020, the outstanding interest rate derivatives and c ross currency interest rates swaps ("CCIRS") were as follows:
December 31, 2021
December 31, 2020
Interest Rate Swaps EUR
Section 1: Paying EUR floating rate / Receiving EUR fixed rate
Notional amount (€ in millions)
125.0
125.0
Average pay interest rate
EURIBOR 6M
EURIBOR 6M
Average receive interest rate
0.14%
0.14%
Maturity
2022
2022
Notional amount (€ in millions)
1,032.0
1,032.0
Average pay interest rate
EURIBOR 3M /
EURIBOR 6M
EURIBOR 3M /
EURIBOR 6M
Average receive interest rate
0.08%
0.08%
Maturity
2023
2023
Notional amount (€ in millions)
270.0
270.0
Average pay interest rate
EURIBOR 3M
EURIBOR 3M
Average receive interest rate
0.34%
0.34%
Maturity
2025
2025
Section 2: Paying EUR fixed rate / Receiving EUR floating rate
Notional amount (€ in millions)
125.0
125.0
Average pay interest rate
1.75%
1.75%
Average receive interest rate
EURIBOR 6M
EURIBOR 6M
Maturity
2022
2022
Notional amount (€ in millions)
827.0
827.0
Average pay interest rate
0.32%
0.32%
Average receive interest rate
EURIBOR 3M
EURIBOR 3M
Maturity
2023
2023
Notional amount (€ in millions)
625.0
625.0
Average pay interest rate
1.28%
1.28%
Average receive interest rate
EURIBOR 6M
EURIBOR 6M
168 | Telenet | Annual Report 2021 |
Maturity
2023
2023
Notional amount (€ in millions)
270.0
270.0
Average pay interest rate
1.09%
1.09%
Average receive interest rate
EURIBOR 3M
EURIBOR 3M
Maturity (1)
2025
2025
Notional amount (€ in millions)
2,298.0
2,298.0
Average pay interest rate
4.75%
4.75%
Average receive interest rate
EURIBOR 3M
EURIBOR 3M
Maturity
2025
2025
Notional amount (€ in millions)
960.0
885.0
Average pay interest rate
0.91%
0.96%
Average receive interest rate
EURIBOR 6M
EURIBOR 6M
Maturity
2027
2027
Notional amount (€ in millions)
150.0
150.0
Average pay interest rate
0.71%
0.71%
Average receive interest rate
EURIBOR 6M
EURIBOR 6M
Maturity (1)
2027
2027
Basis Swaps USD
Notional amount (USD in millions)
2,295.0
2,295.0
Average pay interest rate
USD 6M + 1,93%
USD 6M + 1,88%
Average receive interest rate
USD 1M + 2,00%
USD 1M + 2,00%
Maturity
2022
2021
Notional amount (USD in millions)
2,295.0
2,295.0
Average pay interest rate
USD 6M + 1,97%
USD 6M + 1,93%
Average receive interest rate
USD 1M + 2,00%
USD 1M + 2,00%
Maturity (4)
2023
2022
Cross currency interest rate swap
Section 1: Receiving USD floating rate / Paying EUR fixed rate
Notional amount (USD in millions)
50.0
50.0
Average receive interest rate
USD 6M + 2.50%
USD 6M + 2.50%
Notional amount (€ in millions)
45.2
45.2
Average pay interest rate
2.78%
2.78%
Maturity
2025
2025
Notional amount (USD in millions)
50.0
50.0
Average receive interest rate
USD 6M + 2.00%
USD 6M + 2.00%
Notional amount (€ in millions)
45.2
45.2
Average pay interest rate
2.65%
2.65%
Maturity (3)
2028
2028
Notional amount (USD in millions)
2,245.0
2,245.0
Average receive interest rate
USD 6M + 2,00%
USD 6M + 2,00%
Notional amount (€ in millions)
1,996.0
1,996.0
Average pay interest rate
2,53%
2,53%
Maturity
2028
2028
Telenet | Annual Report 2021 | 169
Section 2: Receiving USD fixed rate / Paying EUR fixed rate
Notional amount (USD in millions)
595.0
595.0
Average receive interest rate
5.50%
5.50%
Notional amount (€ in millions)
520.1
520.1
Average pay interest rate
3.21%
3.21%
Maturity
2024
2024
Notional amount (USD in millions)
405.0
405.0
Average receive interest rate
5.50%
5.50%
Notional amount (€ in millions)
362.7
362.7
Average pay interest rate
3.37%
3.37%
Maturity
2025
2025
Notional amount (USD in millions)
595.0
595.0
Average receive interest rate
5.50%
5.50%
Notional amount (€ in millions)
520.1
520.1
Average pay interest rate
4.62%
4.62%
Maturity (2)
2025
2025
Section 3: Receiving EUR fixed rate / Paying USD fixed rate
Notional amount (USD in millions)
50.0
50.0
Average receive interest rate
0.21%
0.21%
Notional amount (€ in millions)
45.2
45.2
Average pay interest rate
0.25%
0.25%
Maturity
2025
2025
Floor
Notional amount (€ in millions)
1,035.0
1,035.0
Average floor interest rate
0.34%
0.34%
Floor strike
0%
0%
Maturity
2027
2027
(1) Forward starting contract with effective date 2023;
(2) Forward starting contract with effective date 2024;
(3) Forward starting contract with effective date 2025;
(4) Forward starting contract with effective date 2022.
The following tables provide details of the fair value of the Company’s financial and derivative instrument assets (liabilities), net:
(€ in millions)
December 31, 2021
December 31, 2020
Current assets
57.1
48.1
Non-current assets
30.8
58.6
Current liabilities
(58.9)
(65.5)
Non-current liabilities
(174.0)
(508.0)
(145.0)
(466.8)
Interest rate derivatives
(91.4)
(131.9)
Cross currency interest rate swaps
(56.3)
(332.1)
Foreign exchange forwards
1.8
(2.8)
Embedded derivatives
0.9
—
(145.0)
(466.8)
170 | Telenet | Annual Report 2021 |
Realized and unrealized gains (losses) on financial and derivative instruments comprise the following amounts:
(€ in millions)
December 31, 2021
December 31, 2020
Change in fair value (note 5.21)
Cross currency interest rate swaps
275.9
(270.2)
Interest rate derivatives
40.4
4.1
Foreign exchange forwards
4.6
(4.6)
Interest rate caps
0.9
17.9
Total change in fair value
321.8
(252.8)
Realized result on derivatives
Cross currency interest rate swaps
(11.6)
50.8
Interest rate derivatives
(8.8)
(50.2)
Embedded derivatives
0.8
—
Interest rate caps
4.5
—
Total realized result on derivatives
(15.1)
0.6
Net gain (loss) on derivative financial instruments
306.7
(252.2)
The fair value of the Company's financial and derivative instruments amounted to -€145.0 million on December 31, 2021 (2020: -€466.8 million). Despite
the Euro long term swap rates increase contributing to a more negative fair value, the fair value overall improved mainly due to i) a lower EUR/USD
foreign exchange rate and to ii) increased long term USD swap rates.
Telenet | Annual Report 2021 | 171
5.15 Deferred taxes
Telenet Group Holding NV and its consolidated subsidiaries each file separate tax returns in accordance with applicable local tax laws. For financial
reporting purposes, Telenet Group Holding NV and its subsidiaries calculate their respective tax assets and liabilities on a separate-return basis. These
assets and liabilities are combined in the accompanying consolidated financial statements.
As of 2020, the Belgian corporate income tax rate for the Belgian Telenet entities is 25%. The Luxembourg corporate income tax rate for the Luxembourg
Telenet entities is 27.19% in both 2020 and 2021.
The movement in deferred tax assets and liabilities during the current and the prior year, without taking into consideration the offsetting of balances
within the same tax entity, is as follows:
(€ in millions)
December 31,
2020, as reported
Impact of
finalization PPA
Connectify
(restatement 2020)
December 31,
2020, as restated
(Charged) credited
to the statement
of profit or loss
and other
comprehensive
income
December 31, 2021
Deferred tax assets:
Financial instruments
120.3
—
120.3
(87.5)
32.8
Lease obligation
38.7
—
38.7
(3.9)
34.8
Provisions
7.7
—
7.7
—
7.7
Receivables
—
—
—
—
—
Tax loss carry-forwards
163.2
—
163.2
(5.2)
158.0
Other
12.3
—
12.3
(1.7)
10.6
Total Deferred tax
assets
342.2
—
342.2
(98.3)
243.9
Deferred tax
liabilities:
Right of use assets
(32.1)
—
(32.1)
(0.3)
(32.4)
Property and equipment
(98.2)
—
(98.2)
16.9
(81.3)
Goodwill
(18.1)
—
(18.1)
(0.3)
(18.4)
Intangible assets
(39.4)
(0.4)
(39.8)
4.0
(35.8)
Receivables
(0.3)
—
(0.3)
(1.0)
(1.3)
Loans
(64.1)
—
(64.1)
46.7
(17.4)
Other
—
—
—
—
—
Total Deferred tax
liabilities
(252.2)
(0.4)
(252.6)
66.0
(186.6)
172 | Telenet | Annual Report 2021 |
(€ in millions)
Statement of profit
or loss and other
comprehensive
income 2021
Statement of
financial position
2021
Deferred tax assets
(98.3)
243.9
Deferred tax liabilities
66.0
(186.6)
(32.3)
57.3
Statement of profit
or loss and
comprehensive
income (see Note
5.22)
Deferred tax expense
in profit or loss (see
note 5.22)
31.4
Deferred tax expense
in OCI
0.9
Total deferred tax
expense
32.3
Current tax expense
(see Note 5.22)
81.8
Total
Comprehensive
Income
114.1
Less: Deferred tax
expense in OCI
(0.9)
Total profit or loss
113.2
Balance Sheet
Deferred tax assets
169.0
Deferred tax liabilities
(111.7)
57.3
As of December 31, 2021, Telenet Group Holding NV and its subsidiaries had available combined cumulative tax loss carry forwards of €1,162.7 million
(2020: €1,200.7 million). These tax losses may be historical (before acquisition by the Telenet group) or resulting from operational, financial or M&A
activities. Under current Belgian tax law, these loss carry forwards have an indefinite life (and 17 years in Luxembourg) and may be used to offset the
future taxable income of Telenet Group Holding NV and its subsidiaries. Deferred tax assets are recognized for tax loss carry forwards to the extent that
the realization of the related tax benefit through the future taxable profits is probable, based on management's assessment taking into account business
plans and projections of future expected results.
Telenet did not recognize deferred tax assets of €135.0 million (2020: €139.3 million) in respect of losses amounting to €540.0 million (2020: €557.0
million) that can be carried forward against future taxable income because it is not considered more likely than not that these net deferred tax assets will
be utilized in future years.
Telenet | Annual Report 2021 | 173
(€ in millions)
Statement of profit
or loss and other
comprehensive
income 2020, as
restated (*)
Statement of
financial position
2020, as restated
(*)
Deferred tax assets
12.9
342.2
Deferred tax liabilities
(13.6)
(252.6)
(0.7)
89.6
Statement of profit
or loss and
comprehensive
income (see Note
5.22)
Deferred tax expense
in OCI
(0.7)
Total deferred tax
expense
(0.7)
Current tax expense
(see Note 5.22)
50.7
Total
Comprehensive
Income
50.0
Less: Deferred tax
expense in OCI
0.7
Total profit or loss
50.7
Balance Sheet
Deferred tax assets
214.7
Deferred tax liabilities
(125.1)
89.6
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
174 | Telenet | Annual Report 2021 |
5.16 Other non-current liabilities
(€ in millions)
Note
December 31, 2021
December 31, 2020, as
restated (*)
Employee benefit obligations
5.17
18.7
23.4
Other personnel related obligations
0.2
0.2
Long service awards
5.17
8.3
8.7
Interkabel out of market opex
17.2
17.2
Liabilities regarding sports broadcasting rights
37.2
3.8
Acquisition related liabilities
1.4
2.9
Other
0.3
—
Total Other non-current liabilities
83.3
56.2
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Total non-current and current liabilities regarding sports broadcasting rights amounted to €37.2 million and €21.5 million, respectively (see note 5.18.1) at
December 31, 2021 (December 31, 2020: €3.8 million and €19.6 million, respectively). The €33.4 million increase in the non-current sports rights liability
is the combined effect of (i) additions of sports rights (€45.1 million), mainly linked to Premier League, and (ii) interest accretion (€0.4 million), offset by
the reclassification to current liabilities (€12.1 million).
The operating expenses charged to Telenet by Interkabel for the maintenance of its network are higher than the Company’s benchmark expenses for
similar operations and therefore reflects an unfavorable out of market element. In the Interkabel acquisition, this out of market element was recorded at
fair value. The corresponding liability at December 31, 2021 amounted to €17.2 million (December 31, 2020: €17.2 million).
The acquisition related payables relate to Doccle BV en Doccle.UP NV (note 5.7.1).
Telenet | Annual Report 2021 | 175
5.17 Employee benefit plans
Assets and liabilities related to the Company’s long term employee benefit plans, carried on the consolidated statement of financial position, can be
summarized as follows:
(€ in millions)
Note
December 31, 2021
December 31, 2020, as restated (*)
Total
employee
benefit plan
of which
Defined
benefit
pension
plans
of which
Other post
retirement
plans
Total
employee
benefit plans
of which
Defined
benefit
pension
plans
of which
Other post
retirement
plans
Defined benefit pension plans
18.7
9.0
9.7
23.4
12.1
11.3
Total LT employee benefit
obligations
5.16
18.7
9.0
9.7
23.4
12.1
11.3
Total LT service awards
5.16
8.3
—
—
8.7
—
—
Total LT asset related to
surplus of post retirement
obligations (plan assets)
5.9.1
(9.3)
(9.3)
—
(14.2)
(14.2)
—
Total employee benefit plans
liability
17.7
(0.2)
9.7
17.9
(2.1)
11.3
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Long service awards
The Company has recognized a liability of €8.3 million at December 31, 2021 (2020: €8.7million) for long service awards, which have the form of jubilee
benefits.
Defined benefit pension plans and other post-retirement benefit plans
The majority of Telenet’s employees participate in defined contribution plans, whereby the contributions depend on the employee’s salary. Those plans
are accounted for as defined benefit plans due to legally imposed minimum guaranteed rates of return which may result in additional contributions if
actual investment returns are not sufficient.
Beginning January 1, 2016 onwards, the minimum guaranteed rate of return is annually recalculated based on the average yield of 10-year government
bonds, with a minimum of 1.75% and a maximum of 3.75%. For 2021, the minimum guaranteed rate of return was equal to 1.75% (same for 2020).
For the plans funded through a pension fund, the annually recalculated minimum rate of return is used to increase the minimum reserves during the year,
while for most insured plans, each minimum rate of return applies to the contributions paid during the year up to the employee’s date of leaving. Prior to
January 1, 2016, the minimum guaranteed rate of return was equal to 3.25% for employer contributions and 3.75% for employee contributions.
Telenet's main defined contribution plan is funded through the pension fund IBP Telenet OFP. This plan represents 61% of the total benefit obligations at
December 31, 2021. The Company’s pension fund is actively managed by two independent asset management firms. The investment strategy is based on
a balanced neutral risk profile with a long-term investment horizon. The pension fund’s performance is monitored and analyzed on a monthly basis by the
pension fund’s in-house investment specialist and discussed and reviewed on a quarterly basis by the pension fund’s board of directors.
The employees of Telenet Group and Telenet Retail (formerly known as BASE) benefit from defined contribution pension plans funded through a group
insurance, whereby the insurance company guarantees a minimum interest rate on the contributions.
Furthermore, Telenet also provides post-retirement health care benefits and early retirement benefits to former Electrabel (ICS) employees. These
obligations, which represent 5% of the total benefit obligations as of December 31, 2021, are financed directly by the Company.
All these plans expose the Company to various risks such as interest rate risk (a decrease of bond yields will increase the benefit obligations), investment
risk (a lower return on plan assets will decrease the funded status), longevity risk (an increase in life expectancy will increase the benefit obligations for the
post-retirement health care plan) and inflation risk (higher than expected salary increases or medical cost increases will increase the benefit obligations).
For the pension plans, the longevity risk is limited because the pension benefits are normally paid out in the form of a lump sum.
The defined benefit obligation, the fair value of the plan assets and the net defined benefit liability/(asset) reconcile as follows:
176 | Telenet | Annual Report 2021 |
(€ in millions)
Defined Benefit
Obligation
Fair value of plan assets
Asset ceiling
Net defined benefit
liability (asset)
2021
2020
2021
2020
2021
2020
2021
2020
At January 1
168.2
160.0
(160.6)
(149.0)
1.4
1.7
9.0
12.7
Components of defined benefit cost included in profit
or loss
Current service cost (incl.
administration costs)
15.6
12.5
—
—
—
—
15.6
12.5
Past service cost
5.0
—
(2.6)
—
—
—
2.4
—
Interest cost / (income)
0.8
1.6
(1.3)
(1.5)
—
0.1
(0.5)
0.2
21.4
14.1
(3.9)
(1.5)
—
0.1
17.5
12.7
Components of defined benefit cost included in OCI
Remeasurements
Actuarial loss (gain) arising from:
Changes to financial assumptions
(5.4)
5.1
—
—
—
—
(5.4)
5.1
Experience adjustments
12.1
(6.8)
—
—
—
—
12.1
(6.8)
Return on plan assets excluding
interest income
—
—
(12.0)
(1.3)
—
—
(12.0)
(1.3)
Change in asset ceiling (1)
—
—
—
—
2.1
(0.4)
2.1
(0.4)
6.7
(1.7)
(12.0)
(1.3)
2.1
(0.4)
(3.2)
(3.4)
Other
Contributions paid by the employee
0.2
0.4
(0.2)
(0.4)
—
—
—
—
Contributions paid by the employer
(incl. taxes)
—
—
(13.3)
(12.3)
—
—
(13.3)
(12.3)
Benefits paid (incl. taxes)
(6.7)
(4.6)
6.2
3.9
—
—
(0.7)
(0.7)
Business combination / divestitures
1.5
—
(1.2)
—
—
—
0.3
—
(5.0)
(4.2)
(8.5)
(8.8)
—
—
(13.7)
(13.0)
At December 31
191.3
168.2
(185.0)
(160.6)
3.5
1.4
9.6
9.0
Represented by:
2021
2020
Defined benefit pension plans
(0.2)
(2.3)
Other post-retirement plans
9.8
11.3
Total
9.6
9.0
(1) Curtailment gain as a result of the Coditel restructuring
Telenet | Annual Report 2021 | 177
The principal actuarial assumptions used for the purpose of the actuarial valuations are as follows:
Actuarial assumptions at December 31
Defined Benefit Pension Plans
Other post-retirement plans
2021
2020
2021
2020
Discount rate
0.90%
0.40%
0.90%
0.40%
Rate of compensation increase
3.10%
2.90%
—%
—%
Underlying inflation rate
1.80%
1.60%
1.80%
1.60%
Increase of medical benefits
—%
—%
3.00%
3.00%
Mortality tables
IA|BE -1 year
IA|BE - 1 year
IA|BE -1 year
IA|BE - 1 year
The following table shows a sensitivity analysis for the key assumptions:
Sensitivity analysis
(in %)
Change
Change in Defined Benefit Obligation
(-) / (+)
decrease (-)
increase (+)
Discount rate
0.25%
1.3%
(1.3)%
Rate of compensation increase
0.25%
(0.3)%
0.3%
Increase of medical benefits
0.25%
(0.2)%
0.2%
Mortality tables
1 year
(0.1)%
0.1%
The sensitivity analysis reflects the impact of a change in one assumption while keeping all other assumptions constant. In practice, this is unlikely to be
the case as some assumptions may be correlated.
The weighted average duration of the benefit obligations equals 15.7 years.
The plan assets consist of:
Defined Benefit Pension Plans
2021
2020
Bonds
37%
31%
Equities
43%
41%
Insurance policies
14%
20%
Other
6%
8%
Total
100%
100%
All investments of the Company’s pension fund are quoted securities.
The plan assets do not include any direct investments in shares issued by Telenet or property occupied by Telenet.
The fair value of the insurance policies corresponds to the sum of the insurance reserves and the assets in the financing funds.
The contributions towards defined benefit plans for the year ending December 31, 2022 (including the defined contribution plans accounted for as
defined benefit plans) are estimated at €14.5 million.
178 | Telenet | Annual Report 2021 |
5.18 Accrued expenses, other current liabilities and provisions
5.18.1 Accrued expenses and other current liabilities
(€ in millions)
Note
December 31,
2021
December 31,
2020, as restated
(*)
Customer deposits
17.2
18.9
Compensation and employee benefits
92.8
84.3
VAT and withholding taxes
18.9
34.2
Dividend payable to shareholders
1.4
1.3
Accrued programming fees
48.6
45.3
Accrued capital expenditures
45.7
36.7
Goods received and services performed
23.5
26.7
Professional fees
12.7
7.7
Warehouse items received
3.9
2.0
Interconnect
12.0
14.0
Advertising, marketing and public relations
1.4
2.8
Infrastructure
34.1
33.1
Facilities
2.5
1.6
Opex
15.4
16.7
Credit notes to issue
7.4
9.8
Accounts receivable with credit balance
15.4
16.0
Liabilities regarding sports broadcasting rights
21.5
19.6
Accrued commissions
22.9
23.2
Other current liabilities
3.3
5.6
Total Accrued expenses and other current liabilities
400.6
399.5
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Compared to December 31, 2020, total accrued expenses and other current liabilities increased by €1.1 million to €400.6 million as of December 31,
2021. Overall, the main reason for the slightly higher outstanding balance comes from i) a decrease in VAT and withholding taxes of €15.3 million, and ii)
lower accrued liabilities for goods received and services performed of €3.3 million . This is largely offset by i) an increase in compensation and employee
benefits of €8.5 million, ii) an increase in accrued capital expenditure of €8.9 million and iii) an increase in accrued professional fees of €5.0 million.
The increase in short term liabilities related to sports broadcasting rights (€1,9 million) is primarily explained by the reclassification from long term to short
term liabilities (€12,1 million) and additions of a short term nature (€12,6 million), offset by invoices received (€22,8 million) related to F.A. Premier
League, Jupiler Pro League and F1 Championships.
Telenet | Annual Report 2021 | 179
5.18.2 Current and non-current provisions
The below table gives an overview of the Company's current and non-current provisions as at December 31, 2021 and December 31, 2020:
(€ in millions)
Note
December 31,
2021
December 31,
2020, as restated
(*)
Non-current provisions
Onerous contract provision
2.9
4.8
Site restoration provision
11.9
7.4
Total non-current provisions
14.8
12.2
Current provisions
Provisions for legal claims
5.26.1
85.2
79.9
Onerous contract provisions
2.3
2.3
Site restoration provision
0.4
0.3
Restructuring provisions
0.5
1.1
Total current provisions
88.4
83.6
Total provisions
103.2
95.8
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
The site restoration provision consists of liabilities for the costs of dismantling sites and restoring them to their original state. The increase in 2021, as
compared to 2020, represents an increase of provision as a result of the recalculation in 2021 taking into account the current financial parameters.
At the end of 2013, the Company decided to discontinue the provision of DTT services. Following this decision, the Company determined that its
obligations under the DTT capacity agreement with Norkring België NV constituted an onerous contract and, accordingly, recognized a provision as the
net present value of the remaining payments due under this DTT capacity agreement related to the “MUX 2 and MUX 3 capacity”. The DTT capacity
agreement was amended in 2016, whereby the Company waived its exclusive rights on the “MUX 1 capacity”, and as a result, the previously recognized
lease liability related to this capacity no longer qualified as a lease liability and was consequently represented as and added to the existing restructuring
liability. The restructuring liability was re-measured at the end of December 2015, reflecting the net present value of the remaining re-negotiated
payments due under the contract. The remaining non-current and current liabilities related to the capacity of the three non-exclusive MUXes were €2.9
million and €2.3 million at December 31, 2021 (2020: respectively €4.8 million and €2.3 million).
Provisions with respect to legal claims increased by €5.3 million, following the outcome of recent court cases, mainly related to Pylon taxes, in
combination with the Pylon taxes levied for 2021, and a commercial contingency.
The following table gives a detailed overview of the movements in provisions for the year ended December 31, 2021.
(€ in millions)
Legal claims
Restructuring
Onerous
contracts
Site restoration
Total
At January 1, 2021
79.9
1.1
7.1
7.7
95.8
Provision made during the year (+)
10.6
1.1
—
4.6
16.3
Provisions used during the year (-)
(1.0)
(1.7)
(2.3)
—
(5.0)
Provisions reversed during the year (-)
(1.4)
—
—
—
(1.4)
Interest accretion
(2.9)
—
0.4
—
(2.5)
At December 31, 2021
85.2
0.5
5.2
12.3
103.2
Non-current provision (more than 1 year)
—
—
2.9
11.9
14.8
Current provision (less than 1 year)
85.2
0.5
2.3
0.4
88.4
The current year additions to provisions for legal claims relate primarily to contingencies in respect of Pylon taxes and a commercial contingency.
The outstanding provision for restructuring decreased by €0.6 million to €0.5 million at December 31, 2021, primarily linked to the execution of the SFR
restructuring plan.
Provisions for onerous contracts decreased by €1.9 million in 2021, which is the net effect of i) a utilization of the provisions for an amount of €2.3 million
and ii) interest accretion of €0.4 million. Provisions are classified as current or non-current, according to the expected timing of utilization of the provision.
Telenet | Annual Report 2021 | 180
Provisions for site restoration increased from €7.7 million at December 31, 2020 to €12.3 million at December 31, 2021. The outstanding balance breaks
down in a current site restoration provision of €0.4 million and a non-current site restoration provision of €11.9 million.
For certain legal claims the settlement of the provision is expected to be reimbursed by another party. As of December 31, 2021, the Company
recognized indemnification assets for an aggregate of €16.4 million (footnote 5.9.2).
5.19 Revenue
The Company’s revenue is comprised of the following:
(€ in millions)
For the year ended December 31,
2021
2020, as restated (*)
Subscription revenue
Video
548.5
559.0
Broadband internet
680.2
654.9
Fixed-line telephony
215.6
225.2
Cable subscription revenue
1,444.3
1,439.1
Mobile telephony
492.4
475.0
Total subscription revenue
1,936.7
1,914.1
Business services
181.1
181.0
Other
478.0
480.1
Total revenue
2,595.8
2,575.2
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
As of the second quarter of 2021, the Company's postpaid and total mobile subscriber count includes its SME and LE business customers, which were
previously not recorded in the Company's SIM count. As a result of the aforementioned change, the subscription and usage-related revenue generated by
Telenet's SME and LE business customers is being reported under mobile telephony revenue as of the second quarter of 2021 (as opposed to business
services revenue previously), while the interconnect revenue is now being reported under other revenue (as opposed to business services revenue
previously). These changes had a positive impact on Telenet's mobile telephony revenue of €23.8 million for the year ended December 31, 2020, a
negative impact of €26.7 million on business services revenue for the year ended December 31, 2020 and a €2.9 million benefit to other revenue for the
year ended December 31, 2020.
For the year ended December 31, 2021, Telenet generated revenue of €2,595.8 million, which represented a modest increase of 0.8% versus €2,575.2
million of revenue generated for the year ended December 31,2020. Last year's revenue still included a one quarter contribution of Telenet's Luxembourg
cable subsidiary Coditel S.à r.l., which has been merged into Eltrona on April 1, 2020 and in which Telenet holds a 50% minus 1 share shareholding. As
such, Telenet no longer consolidates its results as of the second quarter of 2020. Also important to note for comparison basis is that (i) Telenet's full year
2020 top line performance reflected the adverse impact of the global COVID-19 pandemic on the business with a more outspoken impact in the second
quarter of 2020 especially given the strong decline in Telenet's advertising and production revenue as recorded under other revenue and (ii) the
reclassification of subscription, usage-related and interconnect revenue generated by Telenet's SME and LE business customers.
The revenue reported under business services relates to (i) the revenue generated on non-coax products, including fiber and leased DSL lines, (ii) Telenet's
carrier business and (iii) value-added services such as network hosting and managed data security. Revenue generated by Telenet's business customers on
all coax-related products, such as Telenet's flagship "KLIK" bundle, is allocated to Telenet's cable subscription revenue lines and is not captured within
Telenet Business, Telenet's business services division. Telenet's business services revenue no longer includes the subscription, usage-related and
interconnect revenue generated by Telenet's SME and LE business customers as mentioned above, now reflected under mobile telephony and other
revenue, respectively.
Other revenue primarily includes (i) interconnect revenue from both the fixed-line and mobile telephony customers, including Telenet's SME and LE
business customers as mentioned above (ii) advertising and production revenue from the media subsidiaries, (iii) mobile handset sales, including the
revenue earned under the "Choose Your Device" programs, (iv) wholesale revenue generated through both the commercial and regulated wholesale
businesses, (v) product activation and installation fees and (vi) set-top box sales revenue. Telenet's other revenue reached €478.0 million for the year
ended December 31, 2021, broadly stable. A solid performance of Telenet's advertising and production business, higher wholesale revenue and slightly
higher revenue from handset sales were largely offset by a significant decline in the interconnect revenue, reflecting the impact of the COVID-19
pandemic on customer behavior and related increased usage of OTT applications.
Telenet | Annual Report 2021 | 181
The Company’s other revenue is comprised of the following:
(€ in millions)
For the year ended December 31,
2021
2020, as restated (*)
Interconnect
130.8
154.2
Sale of handsets and customer premise equipment
97.8
96.8
Wholesale
98.3
92.6
Advertising and production
124.9
103.7
Other
26.2
29.9
Total other revenue
478.0
477.2
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
The Company also had deferred revenue as follows:
(€ in millions)
December 31, 2021
December 31, 2020, as
restated (*)
Subscription revenue
Video
22.6
16.4
Broadband internet
25.7
25.7
Fixed-line telephony
7.2
17.1
Cable subscription revenue
55.5
59.2
Mobile telephony
23.6
23.9
Total subscription revenue
79.1
83.1
Business services
25.4
22.7
Other
6.7
13.1
Total deferred subscription revenue
111.2
118.9
Other contract liabilities
7.6
7.5
Total deferred revenue
118.8
126.4
- of which non-current deferred revenue
3.6
3.6
- of which current deferred revenue
115.2
122.8
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Deferred revenue is generally fees prepaid by the customers and, as discussed in note 5.2.9 to the consolidated financial statements of the Company, is
recognized in the statement of profit or loss and other comprehensive income on a straight-line basis over the related service period.
The contract liabilities amounting to €7.6 million as per December 31, 2021 (December 31, 2020: €7.5 million) relate to the charged installation and/or
other upfront fees which are deferred and recognized as revenue over the contractual period, or longer if the upfront fee results in a material renewal
right.
The changes in the Company's contract assets, contract liabilities and deferred revenue can be summarized as follows:
182 | Telenet | Annual Report 2021 |
(€ in millions)
Non-current
contract
assets
Current
contract
assets
Non-
current
contract
liabilities
Current
contract
liabilities
Deferred
revenue
January 1, 2020
1.7
6.4
(2.2)
(5.9)
(103.5)
+
Additions
New additions on the balance sheet during the year
1.8
4.9
(3.1)
(5.2)
(1,027.5)
-
Recognition in the result of the current year
Recognized in previous year
—
(6.4)
—
5.8
105.7
Recognized in current year
(0.5)
(2.0)
—
3.1
906.4
+/-
Reclasses
Reclass from non-current to current contract assets / liabilities
(1.9)
1.9
3.3
(3.3)
—
December 31, 2020 as restated (*)
1.1
4.8
(2.0)
(5.5)
(118.9)
+
Additions
New additions on the balance sheet during the year
2.1
8.7
(3.1)
(5.1)
(969.5)
-
Recognition in the result of the current year
Recognized in previous year
—
(4.8)
—
5.5
99.5
Recognized in current year
—
(4.5)
—
2.6
877.7
+/-
Reclasses
Reclass from non-current to current contract assets / liabilities
(2.0)
2.0
2.9
(2.9)
—
December 31, 2021
1.2
6.2
(2.2)
(5.4)
(111.2)
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
As per December 31, 2021, the transaction price allocated to the remaining unsatisfied performance obligations and the expected period in which the
revenue will be recognized can be summarized as follows:
(€ in million)
Remaining performance obligations -
Expected recognition in the result of the year
TOTAL
2022
2023
2024
2025
thereafter
Contract assets
Recognized as contract asset in 2020
(1.0)
(1.0)
—
—
—
—
Recognized as contract asset in 2021
(6.4)
(5.2)
(1.2)
—
—
—
Total contract assets
(7.4)
(6.2)
(1.2)
—
—
—
Contract liabilities
Recognized as contract liabilities in 2019
0.4
0.4
—
—
—
—
Recognized as contract liabilities in 2020
1.5
1.1
0.4
—
—
—
Recognized as contract liabilities in 2021
5.7
3.9
1.3
0.5
—
—
Deferred revenue
Deferred revenue
111.2
109.8
0.1
0.1
0.1
1.1
Total contract liabilities
118.8
115.2
1.8
0.6
0.1
1.1
Telenet | Annual Report 2021 | 183
5.20 Expenses by nature
(€ in millions)
Note
For the years ended December 31,
2021
2020 as restated (*)
Network operating expenses
205.2
198.2
Direct costs (programming, copyrights, interconnect and other)
522.0
514.4
Staff-related expenses
277.4
271.1
Sales and marketing expenses
88.1
95.6
Outsourced labor and Professional services
31.8
28.4
Other indirect expenses
103.8
89.5
Operating expenses
1,228.3
1,197.2
Restructuring expenses
1.2
5.5
Operating charges related to acquisitions or divestitures
18
5.3
Share-based payments granted to directors and employees
5.12
28.3
29.8
Depreciation
5.4
434.3
427.3
Amortization
5.6
217.9
191.5
Amortization of broadcasting rights
5.6
76.6
90.3
Post measurement period adjustments related to business acquisitions
(4.3)
(0.6)
Impairment of long-lived assets - goodwill
5.5
—
35.7
Impairment of long-lived assets - property and equipment
5.4
1.1
3.7
Gain on disposal of property and equipment
5.4
(4.8)
(4.6)
Non-cash and other items
768.3
783.9
Total costs and expenses
1,996.6
1,981.1
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
For the year ended December 31, 2021, Telenet incurred total expenses of €1,996.6 million, representing a 1% increase compared to the prior year. As a
reminder, last year's total expenses included (i) a one-quarter contribution from Telenet's Luxembourg cable business prior to the divestment to Eltrona as
of April 1, 2020 as well as (ii) a €32.9 million goodwill impairment charge on De Vijver Media following the re-assessment of their strategic long-range
plan, reflecting the impact of the COVID-19 pandemic on its financial profile. Excluding this goodwill impairment charge in 2020, the underlying year-on-
year growth in Telenet's total expenses would have been higher. Total expenses represented approximately 77% of revenue in 2021, representing a
similar percentage as for 2020. Cost of services provided as a percentage of revenue represented approximately 49% for 2021 (2020: approximately
54%), while selling, general and administrative expenses represented approximately 28% of Telenet's total revenue in 2021 (2020: approximately 23%).
Telenet's operating expenses, which include Telenet's (i) network operating expenses, (ii) direct costs, (iii) staff-related expenses, (iv) sales and marketing
expenses, (v) outsourced labor and professional services and (vi) other indirect expenses, increased 3% on a for the year ended December 31, 2021 and
reflected changes to the IFRS accounting treatment of certain content-related costs for Telenet's premium entertainment packages and the Belgian
football broadcasting rights because of changes related to the underlying contracts.
Network operating expenses for the year ended December 31, 2021 were €205.2 million, due to (i) a greater proportion of technical customer visits,
reflecting an increase in homeworking as a result of the COVID-19 pandemic, as well as (ii) the resumption of Telenet's analog Signal Switch program.
Telenet's direct costs include all of the direct expenses such as (i) programming and copyright costs, including, as of the third quarter of 2020, costs
related to the purchase of content for Telenet's "Streamz", "Streamz+" and "Play More" packages, as well as the costs related to the Belgian football
broadcasting rights, (ii) interconnect costs and (iii) handset sales and subsidies. For the year ended December 31, 2021, Telenet's direct costs were €522.0
million, a 1% increase compared to the year ended December 31, 2020, reflecting the aforementioned changes to the IFRS accounting treatment of
certain content-related costs for our premium entertainment packages and the Belgian football broadcasting rights because of changes related to the
underlying contracts.
Staff-related expenses for the year ended December 31, 2021 were €277.4 million, which represented an increase of 2% compared to the prior year and
reflected in (i) a higher average headcount and (ii) the effect of the mandatory wage indexation as of early 2021.
184 | Telenet | Annual Report 2021 |
Sales and marketing expenses for the year ended December 31, 2021 were €88.1 million representing an 8% year-on-year decrease due to the impact of
COVID-19 on Telenet's marketing and retail activity.
Costs related to outsourced labor and professional services for the year ended December 31, 2021 were €31.8 million, a 12% increase as expenses in
2020 reflected the impact of the global COVID-19 pandemic with lower costs.
Other indirect expenses reached €103.8 million for the year ended December 31, 2021, representing a 16% increase compared to the prior year,due to
higher outsourced call center costs triggered by COVID-19 regulation requiring mandatory homeworking.
Depreciation and amortization, including impairment of long-lived assets, gain on disposal of assets and restructuring charges, reached €726.3 million for
the year ended December 31, 2021 compared to €749.4 million for the prior year which included the aforementioned €32.9 million goodwill impairment
charge.
Telenet | Annual Report 2021 | 185
5.21 Finance income / expense
For the year ended December 31,
(€ in millions)
Note
2021
2020, as restated (*)
Recognized in the statement of profit or loss and comprehensive income
Finance income
Net interest income and foreign exchange gain
Interest income on bank deposits and commercial paper
1.6
0.9
Net foreign exchange gain
—
240.2
1.6
241.1
Net gain on derivative financial instruments
Change in fair value
5.14
306.7
—
306.7
—
Gain on extinguishment of debt
0.1
—
Finance expense
Net interest expense, foreign exchange loss and other finance expense
Interest expense on financial liabilities measured at amortized cost, and other
finance expense
(185.5)
(204.1)
Amortization of financing cost
(2.4)
(2.7)
Net foreign exchange loss
(199.9)
—
(387.8)
(206.8)
Net loss on derivative financial instruments
Change in fair value
5.14
—
(252.2)
—
(252.2)
Loss on extinguishment of debt
5.13
—
(15.2)
Net finance expenses
(79.4)
(233.1)
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
For the year ended December 31, 2021, net finance expense totaled €79.4 million compared to €233.1 million in 2020. Finance income for the year
ended December 31, 2021 increased substantially year-on-year to €308.4 million from €241.1 million last year and included a non-cash gain on our
derivatives of €306.7 million, whereas the prior year reflected a net foreign exchange gain of €240.2 million. Finance expense for the year ended
December 31, 2021 decreased 18% to €387.8 million from €474.2 million in 2020. Finance expense for 2021 included a €199.9 million non-cash foreign
exchange loss on our USD-denominated debt, whereas last year's finance expense reflected a €252.2 million non-cash loss of our derivatives and a €15.2
million loss on extinguishment of debt. Our USD-denominated debt has been hedged until the respective maturity dates, hence minimizing the impact of
foreign exchange fluctuations on our cash flows. Excluding the impact from both derivatives and foreign exchange losses, our net interest expense in
2021 decreased 9%, reflecting the benefit of certain refinancing transactions in 2020.
186 | Telenet | Annual Report 2021 |
5.22 Income tax expense
(€ in millions)
For the year ended December 31,
2021
2020
Current tax expense
81.8
50.7
Deferred tax expense (note 5.15)
31.4
—
Income tax expense
113.2
50.7
Effective Tax Rate
22.35%
13.02%
The effective tax rate was 22.35% for the year ended December 31, 2021 (13.02% for the year ended December 31, 2020). The tax expenses as shown
above have been calculated in conformity with Belgian and international tax laws. Telenet believes that its accruals for tax liabilities are adequate for all
open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. The current tax liability on the balance
sheet at the end of 2021 corresponds to the current tax expense booked in 2021 and the tax payments made in 2021.
The tax on the Company’s profit before tax differs from the theoretical amount that would arise using the Belgian statutory tax rate applicable to profits
of the consolidated companies as follows:
(€ in millions)
For the year ended December 31,
2021
2020
Profit before tax
506.9
389.2
Income tax expense at the Belgian statutory rate (25% as of 2020)
126.7
97.3
Income not taxable
(0.7)
(0.3)
Expenses not deductible for tax purposes (incl. prior year adjustments)
7.5
3.0
Benefit of the investment deduction
(3.9)
(3.6)
Tax losses and temporary differences for which no deferred tax asset was recognized
(5.2)
5.8
Expiration of tax losses (Coditel Sarl disposal)
—
0.7
Adjustments recognized in the current year in relation to the filings for prior years
0.7
(39.4)
Impact of different tax rates in Luxembourg
3.3
2.0
Impact Innovation Income Deduction
(20.6)
(19.3)
Penalty for insufficient prepayments
5.4
4.5
Tax expense for the year
113.2
50.7
Telenet | Annual Report 2021 | 187
5.23 Earnings per share
5.23.1 Basic
The earnings and weighted average number of shares used in calculating basic earnings per share are:
(€ in millions, except share and per share data)
For the year ended December 31,
2021
2020
Net profit attributable to the equity holders of the Company
394.0
338.9
(*)
Weighted average number of ordinary shares
109,320,560
109,350,692
Weighted average number of shares used in the calculation of basic
earnings per share
109,320,560
109,350,692
Basic earnings per share in €
3.60
3.10
(*)
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
5.23.2 Diluted
Diluted earnings per share are calculated by using the treasury stock method by adjusting the weighted average number of shares used in the calculation
of basic earnings per share to assume full conversion of all dilutive potential ordinary shares.
For the year ended December 31, 2021, the Company had the following outstanding options throughout the year:
•ESOP 2016 stock options
•ESOP 2016bis stock options
•ESOP 2017 stock options
•ESOP 2017bis stock options
•ESOP 2018 stock options
•ESOP 2018bis stock options
•ESOP 2019 stock options
•ESOP 2020 stock options
The earnings used in the calculation of diluted earnings per share measures are the same as those for the basic earnings per share measures, as outlined
above and result in diluted earnings per share of €3.60 (2020: €3.10). For the year ended December 31, 2021, there was no dilutive impact from
outstanding stock option plans referred to above on the ordinary shares of the Company as they were out of the money.
(€ in millions, except share and per share data)
For the year ended December 31,
2021
2020 as restated (*)
Weighted average number of shares used in the calculation of basic earnings per
share
109,320,560
109,350,692
Adjustment for ESOP stock options:
—
—
Weighted average number of shares used in the calculation of diluted earnings
per share
109,320,560
109,350,692
Diluted earnings per share in €
3.60
3.10
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
188 | Telenet | Annual Report 2021 |
5.24 Acquisition and disposal of
subsidiaries
5.24.1 Connectify
On November 30, 2020, pursuant to a definitive agreement, the Company acquired a further 48.3% of the shares in Connectify NV ("Connectify"), an
ICT business integrator, including its 100% subsidiary U-Cast. The acquisition did not require any regulatory approval. Telenet previously already held a
11.8% interest in Connectify. As a consequence, the November 30, 2020 transactions is considered to qualify as a business combination achieved in
stages.
On November 30, 2020, the carrying amount of the initial 11.8% investment amounted to €0.6 million. The total initial purchase price paid at acquisition
amounted to €3.1 million. In addition to the initial purchase price, an earn-out is applicable based on the performance criteria related to certain revenue
targets for the twelve months ending June 30, 2021, 2022 and 2023. Based on the available financial information, the Company estimated and
recognized an earn-out liability amounting in total to €1.2 million. As part of accounting for the business combination, the Company remeasured its
previously held interest in Connectify at fair value and took this amount into account in the determination of goodwill. This fair value valuation resulted in
the recognition of a €0.2 million gain in the consolidated statement of profit or loss.
For the years ended December 31, 2021 and 2020, the Company did not incur any acquisition-related costs.
The Company accounted for the Connectify acquisition using the acquisition method of accounting, whereby the total purchase price is allocated to the
acquired identifiable net assets of Connectify based on assessments of their respective fair values, and the excess of:
–the aggregate of (1) purchase price, (2) the fair value of any non-controlling interest in the acquiree, and (3) the acquisition-date fair value of
the Company's previously held equity interest (PHEI) in the acquiree, over
–the fair values of these identifiable net assets
was allocated to goodwill.
As of December 31, 2020, the Company was still in the process of executing a detailed allocation of the total purchase price and reported a preliminary
opening balance sheet, subject to adjustment based on the assessment of the fair values of the acquired identifiable assets and liabilities. As of November
30, 2021, the purchase price allocation was finalized. The fair value adjustment on the intangible assets (€1.6 million) mainly related to the acquired
tradenames (€0.6 million), customer relationships (€0.3 million) and other intangible assets subject to amortization, mainly consisting of a technological
IPTV platform (€0.7 million). The deferred tax adjustment resulting from the purchase price allocations amounted to -€0.4 million and is reported under
non-current deferred tax liabilities. Goodwill has therefore been reduced by €1.2 million. The adjustment to the fair value and the remaining useful lives of
the respective intangible assets, did not result in any material amortization recognized for the period between the acquisition date and December 31,
2020.
As a result of the acquisition of Connectify, the Company acquired in total €1.3 million of trade receivables and €0.1 million of unbilled revenue, of which
in total €0.1 million was estimated not to be collectible. These receivables relate to a limited number of counterparties with a low credit risk.
A summary of the purchase price and the identifiable assets acquired and liabilities assumed for the Connectify acquisition at the acquisition date is
presented in the following table:
Telenet | Annual Report 2021 | 189
(€ in millions)
Initial IFRS
opening balance
sheet
Opening balance
sheet
adjustments
Final IFRS
opening balance
sheet
Fair value
adjustments
Fair value of
identifiable net
assets
Assets
Non-current assets:
Property and equipment
0.2
—
0.2
—
0.2
Goodwill
6.4
(6.4)
—
—
—
Other intangible assets
0.4
—
0.4
1.6
2.0
Other assets
0.1
—
0.1
—
0.1
Total non-current assets
7.1
(6.4)
0.7
1.6
2.3
Current assets:
Inventories
0.9
—
0.9
—
0.9
Trade receivables
1.2
—
1.2
—
1.2
Other current assets
0.1
—
0.1
—
0.1
Cash and cash equivalents
0.5
—
0.5
—
0.5
Total current assets
2.7
—
2.7
—
2.7
Total assets acquired
9.8
(6.4)
3.4
1.6
5.0
Liabilities
Non-current liabilities:
Loans and borrowings
(0.4)
—
(0.4)
—
(0.4)
Deferred tax liabilities
—
—
—
(0.4)
(0.4)
Total non-current liabilities
(0.4)
—
(0.4)
(0.4)
(0.8)
Current liabilities:
Loans and borrowings
(0.1)
—
(0.1)
—
(0.1)
Trade payables
(0.5)
—
(0.5)
—
(0.5)
Accrued expenses and other current liabilities
(0.5)
—
(0.5)
—
(0.5)
Current tax liability
(0.4)
—
(0.4)
—
(0.4)
Total current liabilities
(1.5)
—
(1.5)
—
(1.5)
Total liabilities assumed
(1.9)
—
(1.9)
(0.4)
(2.3)
Total consideration transferred
4.3
Previously held equity interest, at fair value
0.8
Fair value of identifiable net assets acquired
2.7
Non-controlling interests
2.9
Goodwill arising from the acquisition
5.3
In the period from November 30, 2020 through December 31, 2020, Connectify contributed revenue of €0.6 million and a loss of €0.1 million to the
Company's results. If the acquisition had occurred on January 1, 2020, management estimates that consolidated revenue would have been €2,581.0
million, and consolidated operating result for the period would have been €594.3 million.
In determining these amounts, management has assumed that the determined fair value adjustments that arose on the date of acquisition would have
been the same if the acquisition had occurred on January 1, 2020.
The unallocated goodwill is mainly attributable to the synergies expected to be achieved from integrating the company into the Company's existing
business. None of the goodwill recognized is expected to be deductible for tax purposes.
Telenet | Annual Report 2021 | 190
5.24.2 Coditel S.à r.l.
On April 1, 2020, Eltrona Interdiffusion SA, a Luxembourg cable operator, took over, through a merger, the business of the Coditel S.à r.l. ("SFR-Lux")
entity in Luxembourg, owned by Telenet in exchange for newly issued shares of Eltrona in favour of Telenet. At the same time, the Post Luxembourg
group, a shareholder in Eltrona since 1998, sold its 34% holding to Telenet for which a consideration in cash was paid for a total amount of €20.0
million. Upon the carve out of Eltrona's property, the Company received €2.3 million in cash as part of the overall transaction.
Subsequent to the aforementioned transactions, the existing shareholders in Eltrona hold 50%+1 share while Telenet holds 50%-1 share of the merged
entity. The 50%-1 investment in Eltrona qualifies as a joint venture and is accounted for using the equity method. The initial carrying amount of the
investment amounted to €59.5 million (Note 5.7.1).
This transaction resulted in the derecognition of the SFR-Lux subsidiary and the recognition of Telenet's interest in the new joint venture with Eltrona
under the equity method of accounting. As the carrying value of the assets classified as held for sale exceeded their fair value less costs to sell, an
impairment loss was initially recognized on the goodwill allocated to the SFR-Lux's cash generating unit amounting to €2.8 million (Note 5.5). Upon
closing of the transaction, the Company recognized a loss of €4.3 million on the divestment as the carrying value of the assets and liabilities contributed
by Telenet in Eltrona exceeded the fair value of the shares received in return.
As per December 31, 2020, the Company had not yet completed the allocation of the cost of the investment to the Company's share of the net fair value
of Eltrona’s identifiable assets and liabilities. As of March 31, 2021, the allocation of the purchase price to the acquired identified net assets was finalized
(Note 5.7.1).
5.25 Non cash investing and financing transactions
(€ in millions)
For the year ended December 31,
2021
2020, as restated (*)
Acquisition of property and equipment in exchange for lease obligations
49.5
90.6
Acquisition of property and equipment in exchange for vendor financing
obligations
45.6
68.1
Acquisition of sports broadcasting rights in exchange for investing obligations
60.4
11.5
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
5.26 Commitments and contingencies
5.26.1 Pending litigations
Interkabel Acquisition
On November 26, 2007, Telenet and the PICs announced a non-binding agreement-in-principle to transfer the analog and digital television activities of
the PICs, including all existing subscribers to Telenet. Subsequently, Telenet and the PICs entered into a binding agreement (the "2008 PICs Agreement"),
which closed effective October 1, 2008. Beginning in December 2007, Proximus NV/SA ("Proximus"), the incumbent telecommunications operator in
Belgium, instituted several proceedings seeking to block implementation of these agreements. Proximus lodged summary proceedings with the President
of the Court of First Instance of Antwerp to obtain a provisional injunction preventing the PICs from effecting the agreement-in-principle and initiated a
civil procedure on the merits claiming the annulment of the agreement-in-principle. In March 2008, the President of the Court of First Instance of
Antwerp ruled in favor of Proximus in the summary proceedings, which ruling was overturned by the Court of Appeal of Antwerp in June 2008. Proximus
brought this appeal judgment before the Belgian Supreme Court (Hof van Cassatie / Cour de Cassation), which confirmed the appeal judgment in
September 2010. On April 6, 2009, the Court of First Instance of Antwerp ruled in favor of the PICs and Telenet in the civil procedure on the merits,
dismissing Proximus’ request for the rescission of the agreement-in-principle and the 2008 PICs Agreement. On June 12, 2009, Proximus appealed this
judgment with the Court of Appeal of Antwerp. In this appeal, Proximus also sought compensation for damages. While these proceedings were
suspended indefinitely, other proceedings were initiated, which resulted in a ruling by the Belgian Council of State in May 2014 annulling (i) the decision
of the PICs not to organize a public market consultation and (ii) the decision from the PICs’ board of directors to approve the 2008 PICs Agreement. In
December 2015, Proximus resumed the civil proceedings pending with the Court of Appeal of Antwerp seeking to have the 2008 PICs Agreement
annulled and claiming damages of €1.4 billion. On December 18, 2017, the Court of Appeal of Antwerp rejected Proximus’ claim in its entirety. On June
28, 2019,Proximus brought this appeal judgment before the Belgian Supreme Court (Hof van Cassatie / Cour de Cassation). On 22 January 2021 the
Supreme Court partially annulled the judgment of the Court of Appeal of Antwerp. The case will be referred to the Court of Appeal of Brussels. This
Court will need to make a new decision on the matter within the boundaries of the annulment by the Supreme Court. It is likely that it will take this
other Court of Appeal several years to decide on the matter.
Telenet | Annual Report 2021 | 191
No assurance can be given as to the outcome of these or other proceedings. However, an unfavorable outcome of existing or future proceedings could
potentially lead to the annulment of the 2008 PICs Agreement. There can be no assurances that the ultimate resolution of this matter will not have a
material adverse impact on Telenet’s results of operations, cash flows or financial position (although Telenet does not expect this to be the case). No
amounts have been accrued by us with respect to this matter as the likelihood of loss is not considered to be probable.
Litigation regarding cable access
In June 2018, the Belgisch Instituut voor Post en Telecommunicatie and the regional regulators for the media sectors (together, the Belgium Regulatory
Authorities) adopted a new decision finding that Telenet has significant market power in the wholesale broadband market (the 2018 Decision). The 2018
Decision imposes on Telenet the obligations to (i) provide third-party operators with access to the digital television platform (including basic digital video
and analog video) and (ii) make available to third-party operators a bitstream offer of broadband internet access (including fixed-line telephony as an
option). Unlike prior decisions, the 2018 Decision no longer applies “retail minus” pricing on Telenet; however, as of August 1, 2018, this decision
imposes a 17% reduction in monthly wholesale cable resale access prices for an interim period. On July 5, 2019, the Belgium Regulatory Authorities have
published for consultation a draft decision regarding “reasonable access tariffs” that will replace the interim prices. On May 26, 2020, the Belgian
Regulatory Authorities adopted and published the decision regarding "reasonable access tariffs" (2020 Decision) that represents, for example, a decrease
of 11.5% as compared to the interim rates for a 100Mbps offer combined with TV. The rates will evolve over time, amongst others due to broadband
capacity usage. The 2020 Decision applies as of July 1, 2020.
The 2020 Decision aims to, and in its application, may strengthen Telenet’s competitors by granting them resale access to Telenet’s network to offer
competing products and services notwithstanding Telenet’s substantial historical financial outlays in developing the infrastructure. In addition, any resale
access granted to competitors could (i) limit the bandwidth available to Telenet to provide new or expanded products and services to the customers
served by its network and (ii) adversely impact Telenet’s ability to maintain or increase its revenue and cash flows. The extent of any such adverse impacts
ultimately will be dependent on the extent that competitors take advantage of the resale access afforded to Telenet’s network, the rates that Telenet
receives for such access and other competitive factors or market developments. Telenet considers the 2018 Decision to be inconsistent with the principle
of technology-neutral regulation and the European Single Market Strategy to stimulate further investments in broadband networks. Telenet has
challenged the 2018 Decision in the Brussels Court of Appeal and has also initiated an action in the European Court of Justice against the European
Commission’s decision not to challenge the 2018 Decision. The proceedings before the European Court of Justice have been withdrawn by Telenet in
order to avoid undue delays in the Court of Appeal case. In a decision of September 4, 2019, the Brussels Court of Appeal upheld the 2018 CRC
Decision.
Orange request for access to Coditel’s network
On February 11, 2016, Orange Belgium SA (“Orange”) made an official request for access to the cable network of Coditel, which was acquired by Telenet
Group on June 19, 2017. On February 19, 2016, Orange transferred a sum of €600,000 to Coditel as required to launch the six-month implementation
period to put in place the necessary measures to give Orange access to the cable network pursuant to the July 2011 Decision. In principle, the
implementation period ended on August 19, 2016. As Orange had not yet obtained effective access to Coditel’s network in December 2016, Orange
brought a claim for damages against Coditel on December 29, 2016 in front of the French-speaking Commercial Court of Brussels. Orange claimed to
have suffered a loss of €8,973 per day of delay. On January 16, 2017, Orange also initiated interim proceedings, but these have in the meantime been
withdrawn. On 14 November 2019, Orange revised its claim to a lump-sum amount of €10,021,040.
The proceedings in front of the French-speaking Commercial Court of Brussels are still ongoing. Coditel considers that Orange has in the meantime
obtained effective access to Coditel’s cable network.
Copyright related legal proceedings
The issue of copyrights and neighboring rights to be paid for the distribution of television has during the last two decades given rise to a number of
litigations. Already in 1994, the Belgian Radio and Television Distributors Association (Beroepsvereniging voor Radio- en Televisiedistributie / Union
professionnelle de radio et de télédistribution) (the “RTD”, renamed afterwards to “Cable Belgium”) was involved in discussions with various copyrights
collecting agencies regarding the fees to be paid to the latter for the analogue broadcasting of various television programs. In November 2002, the RTD,
together with certain Belgian cable operators (among which Telenet), began reaching settlements with the copyright collecting agencies and
broadcasters. Pursuant to those settlement agreements, to which Telenet acceded, Telenet agreed to make certain upfront payments as well as to make
increased payments over time. Consequently, in August 2003, Telenet increased the copyright fee it charges its subscribers. In July 2004, the Association
for the Collection, Distribution and Protection of the Rights of the Artists, Interpreters and Performers (CVBA Vereniging voor de inning, repartitie en de
verdediging van de vertolkende en uitvoerende kunstenaars) (“Uradex”, later renamed to “Playright”) filed a claim against the RTD for €55 million plus
interest concerning neighboring rights owed by the members of the RTD to artists and performers represented by Uradex during the period from August
1994 through the end of July 2004.
After the roll-out of digital television, Telenet in 2006 started a judicial procedure against a number of collecting agencies. This procedure is related to a
discussion between Telenet and these collecting agencies about the legal qualification of (i) simulcast (i.e. channels distributed both in analogue and in
digital quality), (ii) direct injection (i.e. channels delivered to the distributor over a non-publicly accessible transmission channel) and (iii) all rights included
contracts (i.e. contracts in which broadcasters engage to deliver their signals and programs after having cleared all rights necessary for the communication
to the public over the distributor’s networks).
192 | Telenet | Annual Report 2021 |
On April 12, 2011, the Court of First Instance of Mechelen rendered a positive judgment in the procedure against Sabam, Agicoa, Uradex and other
collecting agencies, and as part of which procedure several collecting agencies (Sabam not included) filed counterclaims against Telenet for the payment
of the invoices that Telenet disputed. The Court validated Telenet’s arguments in each of the claims and counterclaims that were the subject of the
procedure and, as a result: (i) no retransmission fees have to be paid by Telenet in case of direct injection of a broadcaster’s signal into Telenet’s network,
(ii) no retransmission fees have to be paid in case of simulcast of an analog and digital signal (and consequently, Telenet does not have to pay extra for
the distribution of linear digital television signals) and (iii) all-rights-included contracts are deemed legally valid, which means that if Telenet agrees with a
broadcaster that the latter is responsible for clearing all copyrights, Telenet is not liable towards the collecting agencies. The collecting agencies lodged an
appeal (see below).
Since Sabam had not filed any counterclaim for the payment of invoices as part of the aforesaid judgment, on April 6, 2011, Sabam (not the other
collecting agencies) initiated judicial proceedings before the Commercial Court of Antwerp, claiming payment by Telenet of invoices relating to (a) fees for
a period from January 1, 2005 until December 31, 2010 for Telenet’s basic digital television package, and (b) fee advances for the first semester of 2011
for Telenet’s basic and optional digital television packages. The claims mainly related to (i) direct injection and (ii) all-rights-included contracts. Sabam’s
claim was based on arguments substantially similar to those rejected by the Court of First Instance in Mechelen on April 12, 2011. As discussed below,
Sabam has asked the Commercial Court of Antwerp to withdraw these claims as Sabam has filed similar claims in the pending proceedings before the
Brussels Court of Appeal. Simultaneously, Sabam initiated a summary procedure before the President of the Commercial Court of Antwerp, to receive
provisional payment of the contested fees and fee advances. On June 30, 2011, the President of the Commercial Court of Antwerp rendered a positive
judgment for Telenet in this procedure. Sabam lodged an appeal. On June 27, 2012, the Court of Appeal of Antwerp confirmed this judgment and
dismissed the claim in summary proceedings of Sabam.
In the case of the appeal against the judgment of April 12, 2011 of the Court of First Instance of Mechelen, the Court of Appeal of Antwerp rendered an
intermediate ruling on February 4, 2013. The Court of Appeal rejected the claims of the collecting societies with regard to simulcasting and confirmed
that direct injection is a single copyright relevant operation (royalties should therefore be paid only once). The case was re-opened to allow the collecting
societies to provide further proof of their actual claims. On January 20, 2014 and on May 5, 2014, respectively, Numéricable (previously Coditel) and
Telenet appealed this intermediate ruling before the Supreme Court mainly because of the incorrect qualification of the fees to be paid for the
communication to the public as if it would be “retransmission” rights.
The Supreme Court has issued its judgment in this matter on September 30, 2016. The Supreme Court accepted the argument of Telenet that direct
injection only involves a single communication to the public and therefore cannot constitute "retransmission" as this requires two communications to the
public. The Supreme Court has referred the case to the Court of Appeal of Brussels, where the case has been activated upon request of Sabam.
In the context of these proceedings Sabam has filed a counterclaim for copyrights due as from 2005 to 2016 (all claims combined), withdrawing its claims
that were pending before the Antwerp Commercial Court. The trial date was scheduled on September 23, 24 and 30, 2019. At the hearing the parties
agreed that the Court of Appeal of Brussels would only render a decision part of the claims covering the situation of exclusive direct injection prior to July
1, 2019. July 1, 2019 is the date on which the Belgian law of November 25, 2018 governing direct injection entered into force. This law confirms that,
except in cases whereby the distributor is a mere technical provider of the broadcaster, direct injection constitutes one communication to the public,
which is however performed by both the broadcaster and the distributor (which are both liable for their respective contributions to such communication).
The new law furthermore imposes transparency in relation to copyright payments and levies. The preparatory work of the law provides that broadcasters
and distributors can make contractual arrangements in relation to the clearance and payment of the right for direct injection, and confirms as well that
double payments and ‘anomalies’ shall be avoided.
By judgment of March 10, 2020 the Court of Appeal of Brussels rendered an interlocutory decision only dealing with “direct injection”. The Court
decided that exclusive direct injection does not qualify as “cable transmission” (as always has been argued by Telenet) and is one single communication to
the public. The Court, however, decided that this communication by the public is done by Telenet as its distribution service is not purely technical in
nature. Hence, Telenet needs in principle the authorization from rightholders except if the broadcaster has already obtained copyright clearance for the
communication to the public.
Furthermore, the Court of Appeal of Brussels decided that the mere existence of ARI-agreements with broadcasters (“all-rights-included” agreements) is
not enough for Telenet to avoid copyright liability. Despite an ARI-agreement in place, the rightholder can always directly claim compensation from
Telenet. Telenet, however, can reclaim payment from an ARI-broadcaster.
A new round of trial briefs has been organized to deal with the open questions: which broadcasters fall under the definition of exclusive direct injection,
what is the copyright status of non-exclusive direct injection, what is the concrete scope and impact of the ARI-agreements, etc. Also the counterclaims
of the collecting societies (including the claims on compensation) will still need to be dealt with. A final judgment on these issues is not to be expected
before 2022.
The concrete financial impact of this matter will depend on the qualification of the broadcasting activity and the rights the broadcasters have cleared with
the right holders.
Playright
Playright (formerly Uradex) is a Belgian collecting society and claims neighboring rights fees and damages from distributors such as Telenet for the cable
transmission of performances of performers (‘uitvoerende kunstenaars’) in TV programs distributed between 1 January 2015 and 31 December 2015. A
writ of summons from PlayRight has been notified to Telenet on 27 December 2019. Playright and the distributors are currently discussing the terms of a
Telenet | Annual Report 2021 | 193
possible mediation. Meanwhile, separate proceedings have been initiated by Playright against other distributors. Attempts to organize a mediation with
all concerned parties are still taking place. Without such mediation, the trial will continue but the Company doesn't have a trial schedule yet. Playrights’
claim can be opposed as there is no agreement whatsoever about the tariffs and Telenet has concluded an agreement with Agicoa covering Playright’s
claim for the period concerned.
Cyclocross
In 2015, Telenet acquired exclusive broadcasting rights with regard to the UCI Worldcup cyclocross races and the Superprestige cyclocross races. On
September 16, 2015, Proximus filed a complaint with the Belgian Competition Authority ("BCA"). In the complaint, Proximus alleges that cyclocross
broadcasting rights are premium rights and that the acquisition by Telenet of exclusive broadcasting rights on UCI Worldcup races and Superprestige
races, without a competitive bidding process, forecloses competing TV-distributors. At the same time, Proximus filed a request for interim measures
regarding the Superprestige races.
On November 5, 2015, the BCA partially granted the request for interim measures by giving two alternatives concerning the Superprestige races. Telenet
and the organizers of the Superprestige races could either (i) waive the exclusivity and grant sublicenses, or (ii) organize a competitive bidding process.
Telenet filed an appeal against the BCA’s interim measures decision with the Brussels Court of Appeal. Telenet’s appeal was however dismissed on
September 7, 2016.
Telenet and the organizers of the Superprestige agreed to waive the exclusivity of the Superprestige broadcasting rights and Proximus obtained a non-
exclusive license from the organizers as from season 2016/2017. Furthermore, Telenet voluntarily granted a sublicense to Proximus in respect of the UCI
World Cup races.
The BCA's investigation on the merits regarding Proximus' complaint is still ongoing.
Pylon taxes
Since the second half of the 1990s, certain municipalities and certain provinces have levied local taxes, on an annual basis, on pylons, masts and/or
antennas dedicated to mobile telecom services located on their territory, on the basis of various municipal, provincial and regional regulations. These
taxes have systematically been contested by Telenet Group NV (formerly BASE Company NV) (“Telenet Group”) before the Courts on various grounds.
In particular, Telenet Group has argued that such tax regulations are discriminatory because they apply only to pylons, masts and antennas dedicated to
mobile telecom services and not to comparable equipment used for other purposes (whether telecom-related or not). Telenet believes that there is no
objective and reasonable justification for such differentiated tax treatment. Telenet is therefore of the view that the contested tax regulations violate the
general non-discrimination principle. The Courts have in a number of instances accepted this argument (for example the positive judgments of the
Supreme Court of September 25, 2015 and December 20, 2018)), although the Court of Appeal of Brussels has also rejected the discrimination
argument in other cases (for example in procedures involving Proximus, Orange Belgium and the commune of Schaarbeek and a procedure involving
Telenet Group and the province of Brabant Wallon). There are also several procedures pending before the Supreme Court to clarify the scope of the non-
discrimination argument.
Telenet Group NV also takes the view that some of the contested tax regulations violate its property right. The Brussels Court of First Instance has
accepted this argument on December 7, 2018 in a case involving Orange Belgium and the commune of Uccle. There was also a question as to whether
article 98 §2 of the Belgian law of March 21, 1991 on the reform of certain public economic companies (the “1991 Law”) prohibits municipalities from
taxing the economic activity of telecom operators on their territories through the presence (whether on public or private domain) of mobile telephone
pylons, masts or antennas dedicated to this activity. The Belgian Constitutional Court held on December 15, 2011 that this was not the case. That
interpretation was confirmed by the Belgian Supreme Court in its judgments of March 30, 2012.
In the case between Telenet Group NV and the City of Mons, the European Court of Justice ruled on October 6, 2015 that the municipal tax on GSM
pylons levied by the City of Mons, as disputed by Telenet Group NV, does not fall within the scope of Article 13 of Directive 2002/20/EC of the European
Parliament and of the Council of March 7, 2002 on the authorization of electronic communications networks and services (the “Authorization Directive”)
and is therefore not prohibited on the basis of Article 13 of the Authorization Directive
On 15 February 2019, the Flemish Government has adopted a circular letter which includes some recommendations towards the local authorities on how
to tax the pylons of the mobile operators. Following the publication of this circular letter, Telenet observes a substantial increase in the number of Flemish
communes that levy a tax on the pylons owned by Telenet.
On January 25, 2021, Telenet and the other mobile operators concluded an agreement with the Walloon Region. This agreement includes an undertaking
from the Walloon Region not to levy any taxes on telecom infrastructure and a commitment for Telenet to pay €1,39 million for 2021 and 2022 and to
invest €3,6 million in telecom infrastructure until end 2021 in the Walloon Region.
Telenet intends to continue challenging any local tax regulations applicable to its mobile telecom equipment. As per 31 December, 2020, Telenet has
recognized a provision of €52.3 million in this respect. Telenet and the KPN Group have moreover agreed on certain recourse arrangements in respect of
certain (pre-2015) Pylon taxes in their sale and purchase agreement with respect to BASE Company NV. It can however not be excluded that other taxes
on telecom equipment will in the future be imposed, which may have a significant negative financial impact on Telenet.
194 | Telenet | Annual Report 2021 |
Lucerne
As from May 2018, Lucerne Capital, a shareholder of Telenet Group Holding NV reporting a 3.06% shareholding (since 10 December 2021 dropped
below 3.00% - see 8.3.3 Shareholders), has expressed, through often public correspondence and messaging certain policy proposals towards Telenet
Group Holding NV, as well as made certain allegations aimed at Telenet’s directors, CEO and majority shareholder, Liberty Global plc. Such proposals
and allegations have also been accompanied by the (attempted) exercise by Lucerne of certain shareholder rights in the context of Telenet Group Holding
NV’s shareholder meetings. On November 12, 2018, Lucerne Capital Management LP served a writ of summons on Telenet Group Holding NV, requesting
the Commercial Court to appoint an expert to investigate certain matters in relation to governance, information exchange and related party transactions,
in accordance with article 168 of the Belgian Companies Code. Article 168 of the Belgian Companies Code requires the claimant (Lucerne) to prove -
among others- grave indications that the interest of the Company is prejudiced or may be prejudiced. On February 13, 2020, the Brussels Enterprise Court
(Dutch speaking) ruled the claim by Lucerne Capital Management LP inadmissible for lack of capacity as it itself does not hold shares in Telenet Group
Holding NV, while reopening the procedure to allow the parties in the litigation procedure to debate the admissibility of an intervention request made
earlier by Lucerne Capital Master Fund LP, and in particular on whether or not such intervention request would qualify as the 'writ of summons' referred
to in article 169 of the (old) Belgian Companies Code. This reopened procedure remains pending before the Brussels Enterprise Court. Telenet Group
Holding NV’s Board has consistently engaged with Lucerne Capital in a constructive manner and denies any allegations of wrongdoing, and maintains
that the claim to appoint an expert as referred to above is not admissible and without merit in a case such as Telenet.
5.26.2 Other contingent liabilities
In addition to the foregoing items, Telenet has contingent liabilities related to matters arising in the ordinary course of business including (i) legal
proceedings, (ii) issues involving VAT and wage, property and other tax issues, (iii) disputes over certain contracts and (iv) disputes over programming,
copyright fees and alleged patent infringements. While Telenet generally expects that the amounts required to satisfy these contingencies will not
materially differ from any estimated amounts Telenet has accrued, no assurance can be given that the resolution of one or more of these contingencies
will not result in a material impact on Telenet's results of operations or cash flows in any given period. Due, in general, to the complexity of the issues
involved and, in certain cases, the lack of a clear basis for predicting outcomes, the Company cannot provide a meaningful range of potential losses or
cash outflows that might result from any unfavorable outcomes.
Telenet | Annual Report 2021 | 195
5.27 Related parties
The related parties of the Company mainly comprise its shareholders that have the ability to exercise significant influence or control. This consisted of the
Liberty Global Consortium for both 2021 and 2020. Related parties further include transactions with Ads & Data NV, Doccle Bv and Doccle.Up NV,
Idealabs Telenet Fund NV, Unit-T NV, Eltrona Interdiffusion S.A.,Triangle Factory BV, Recneps NV , Streamz BV, Caviar Group NV and SBS Media NV.
The following tables summarize material related party balances and transactions for the period:
5.27.1 Statement of financial position
(€ in millions)
December 31, 2021
December 31, 2020, as
restated (*)
Trade receivables
Liberty Global Consortium (parent)
0.3
0.6
Joint Ventures
1.0
0.4
Associates
0.1
0.1
Trade payables and accrued trade liabilities
Liberty Global Consortium (parent)
7.6
14.6
Joint Ventures
5.1
1.4
Associates
—
0.7
Loans and borrowings receivable
Joint Ventures
5.5
4.0
Associates
4.0
5.5
Property and equipment
Liberty Global Consortium (parent)
11.2
11.5
Associates
32.4
34.1
Other Intangible assets
Liberty Global Consortium (parent)
5.7
4.4
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
The transactions with the entities of the Liberty Global Consortium mainly consisted of the purchase of certain property and equipment and other services
within the normal course of business from Liberty Global Services B.V.
The Company has established a purchase policy including clear rules applicable for all transactions with related parties. The policy includes guidelines on
proper review, documentation and approval of such transactions, to ensure that all transactions with Liberty Global Consortium (and other related parties)
are in correspondence with corporate decision taking, in conformity with article 7:97 of the Belgian Code of Companies and Associations.
The increase of trade receivables and trade payables of joint ventures mainly relates to higher outstanding positions related to Streamz and Eltrona.
The decrease of trade payables with Liberty Global Consortium is linked to fewer outstanding invoices at the end of the year due to payments before due
date of the invoices for Centrally Managed Programs and EOS .
196 | Telenet | Annual Report 2021 |
5.27.2 Statement of profit or loss and other comprehensive income
(€ in millions)
For the year ended December 31,
2021
2020, as restated (*)
Revenue
Liberty Global Consortium (parent)
2.3
1.9
Joint Ventures
1.7
—
Share in result equity accounted investees
Joint Ventures
(0.8)
1.2
Associates
1.0
2.3
Operating expenses
Liberty Global Consortium (parent)
16.2
19.5
Joint Ventures
46.6
18.2
Associates
45.7
46.6
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
In general, costs charged by Liberty Global Consortium include i) specific hardware (external modems and access points) via central purchase contracts, ii)
maintenance contracts (third party software which is contracted centrally), iii) treasury services, and iv) marketing costs.
Costs recharged by Telenet to Liberty Global Consortium primarily relate to employee costs: local Telenet employees working on the design and
development of a next-generation video platform and implementation of certain features.
Operating expenses for the year ended December 31, 2021 include €92.3 million for transactions with associates and joint ventures, which is a €27.5
million increase compared to the year ended December 31, 2020 and mainly relates to wholesale fees of Streamz. The balance of €92.3 million for the
year ended December 31, 2021 mainly consists of i) transactions with Unit-T of €45.6 million, ii) transactions with Streamz NV of €45.6 million, and iii)
transactions with Doccle BV €1.2 million.
Operating expenses arising from transactions with Liberty Global Consortium of €16.2 million for the year ended December 31, 2021 mainly relate to the
recharge of content costs and content contracts (€8.2 million), centrally purchased maintenance contracts (€4.7 million), technology related contracts
(€2.6 million) next to insurance expenses (€0.6 million).
Revenue and other operating income related to transactions with associates and joint ventures was €2.0 million, which primarily related to transactions
with Streamz (€0.9 million), Eltrona Interdiffusi on (-€2.9 million), Caviar Group (€2.2 million) and Unit-T (€1.6 million).
Revenue generated by transactions with Liberty Global Consortium were €2.3 million for the year ended December 31, 2021 and are the result of various
recharge agreements related IP Peering, interconnect and copyright fees.
Telenet | Annual Report 2021 | 197
5.27.3 Key management compensation
For purpose of this footnote, key management is identified as people involved in strategic direction of the Company.
(€ in millions)
For the year ended
December 31,
2021
2020, as restated (*)
Salaries and other short-term employee benefits
6.6
7.2
Post-employment benefits
0.5
0.6
Share-based payments (compensation cost recognized)
15.5
14.7
22.6
22.5
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
198 | Telenet | Annual Report 2021 |
5.28 Subsidiaries
5.28.1 Subsidiaries
Details of the Company’s subsidiaries as of December 31, 2021 are as follows:
As of December 31, 2021
As of December 31, 2020
Company
National number/
Trade Register
number
Registered office
% Held
Consolidation
Method
% Held
Consolidation
Method
Telenet Group Holding NV
0477.702.333
Liersesteenweg 4, 2800 Mechelen,
Belgium
—%
Parent company
—%
Parent company
Telenet Group NV
0462.925.669
Liersesteenweg 4, 2800 Mechelen,
Belgium
100%
Fully consolidated
100%
Fully consolidated
Telenet BV
0473.416.418
Liersesteenweg 4, 2800 Mechelen,
Belgium
100%
Fully consolidated
100%
Fully consolidated
Telenet Vlaanderen NV
0458.840.088
Liersesteenweg 4, 2800 Mechelen,
Belgium
100%
Fully consolidated
100%
Fully consolidated
Telenet Retail BV
0813.219.195
Liersesteenweg 4, 2800 Mechelen,
Belgium
100%
Fully consolidated
100%
Fully consolidated
The Park Entertainment NV
0695.802.081
Vlaamse Kaai 30, 2000 Antwerpen,
Belgium
80.84%
Fully consolidated
80.84%
Fully consolidated
The Park Entertainment BV
77794508
Kastanjelaan 1 136,2-136, 5616LH
Eindhoven
80.84%
Fully consolidated
80.84%
Fully consolidated
Telenet Solutions Luxembourg S.A.
B-73.305
11, rue de l'industrie, L-8399
Windhof, Luxembourg
100%
Fully consolidated
100%
Fully consolidated
Telenet International Finance S.à r.l.
B-155.066
11, rue de l'industrie, L-8399
Windhof, Luxembourg
100%
Fully consolidated
100%
Fully consolidated
Telenet Luxembourg Finance Center S.à
r.l.
B-155.088
11, rue de l'industrie, L-8399
Windhof, Luxembourg
100%
Fully consolidated
100%
Fully consolidated
Ulana Business Management Ltd.
536635
Building P2, Eastpoint Business Park,
Clontarf, Dublin 3, Ireland
100%
Fully consolidated
100%
Fully consolidated
Telenet Financing USD LLC
N/A
2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808,
United States of America
100%
Fully consolidated
100%
Fully consolidated
Telenet Finance Luxembourg Notes S.à r.l.
B-219.682
11, rue de l'industrie, L-8399
Windhof, Luxembourg
100%
Fully consolidated
100%
Fully consolidated
Décor Oyenbrug BV
0424.977.784
Harensesteenweg 228, 1800
Vilvoorde, Belgium
100%
Fully consolidated
100%
Fully consolidated
Maro NV
0473.053.756
Harensesteenweg 228, 1800
Vilvoorde
100%
Fully consolidated
100%
Fully consolidated
SBS Belgium NV
0473.307.540
Harensesteenweg 228, 1800
Vilvoorde, Belgium
100%
Fully consolidated
100%
Fully consolidated
Loft International NV
0836.155.638
Harensesteenweg 228, 1800
Vilvoorde, Belgium
100%
Fully consolidated
100%
Fully consolidated
Native Nation BV
0651.632.241
Doornelei 1, 2018 Antwerpen,
Belgium
100%
Fully consolidated
100%
Fully consolidated
Woestijnvis NV
0460.337.749
Harensesteenweg 228, 1800
Vilvoorde, Belgium
100%
Fully consolidated
100%
Fully consolidated
The New Flemish Primitives NV
0834.756.660
Huart Hamoirlaan 107, 1030
Schaarbeek, Belgium
50%
Fully consolidated
50 %
Fully consolidated
Connectify NV
0700.317.531
Sint-Jorisstraat 96, 8730 Beernem,
Belgium
60.14%
Fully consolidated
60.14%
Fully consolidated
UCast BV
0540.892.685
Sint-Jorisstraat 96, 8730 Beernem,
Belgium
60.14%
Fully consolidated
60.14%
Fully
consolidated
Telenet | Annual Report 2021 | 199
The group chart as of December 31, 2021 was as follows:
200 | Telenet | Annual Report 2021 |
5.28.2 Other consolidated companies
Company
Trade Register
Number
Address
% Held
Consolidation
Method
Telenet Finance VI Luxembourg S.C.A. (1)
RCS B.171.030
11, rue de l'industrie, L-8399
Windhof, Luxembourg
0%
Fully consolidated
(1) Telenet Finance VI Luxembourg S.C.A. was incorporated on August 14, 2012 as a structured finance entity (“SE”) for the primary
purpose of facilitating the offering of one or more High Yield Bonds. This entity was incorporated at the request of the Telenet Group
under the laws of the Grand Duchy of Luxembourg and is owned 99.99% by a Dutch charitable trust, called Stichting Telenet Finance VI
Luxembourg and 0.01% by Telenet Finance VI S.à.r.l., a 100% affiliate of this Stichting. The Indenture relating to the High Yield Bond
offering(s) will prohibit the Issuer from engaging in any activities other than certain limited activities permitted. The SE set up for the
issuance of High Yield Bond(s) is designed to operate in a predetermined way so that no entity has explicit decision-making authority
over the SE’s ongoing activities after its formation (i.e. it operates on ‘autopilot’). Virtually all rights, obligations, and aspects of activities
that could be controlled are predefined and limited by contractual provisions specified or scheduled at inception. It has been determined
that the Company has power over the SE, exposure or rights to variable returns from its involvement with the SE and ability to use its
power to affect those returns and therefore concluded upon that Telenet Group Holding should consolidate the SE created to issue the
High Yield Bond(s).
5.29 Leases
5.29.1 Leases in which the Company is a lessee
Lease liabilities are payable as follows:
(€ in millions)
Total future minimum lease
payments
Interest
Future minimum lease payments
December 31,
2021
December 31,
2020, as
restated (*)
December 31,
2021
December 31,
2020, as
restated (*)
December 31,
2021
December 31,
2020, as
restated (*)
Within one year
116.7
116.2
24.1
27.2
92.6
89.0
In the second to fifth year, inclusive
301.3
326.2
65.7
71.4
235.6
254.8
Thereafter
231.9
255.6
39.2
43.9
192.7
211.7
Total minimum lease payments
649.9
698.0
129.0
142.5
520.9
555.5
The following table summarizes the obligations per lease type:
(€ in millions)
Total future minimum lease
payments
Interest
Future minimum lease payments
December 31,
2021
December 31,
2020, as
restated (*)
December 31,
2021
December 31,
2020, as
restated (*)
December 31,
2021
December 31,
2020, as
restated (*)
Canon
488.4
511.0
118.9
126.8
369.5
384.2
Site Rentals
105.8
109.2
7.5
9.1
98.3
100.1
Buildings
30.8
53.7
1.5
5.0
29.3
48.7
Cars
12.5
12.0
0.2
0.3
12.3
11.7
Dark fibre
11.6
12.1
0.9
1.3
10.7
10.8
Laptops
0.8
—
—
—
0.8
—
Total minimum lease payments
649.9
698.0
129.0
142.5
520.9
555.5
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
For the year ended December 31, 2021, the Company recognized interest expenses on lease liabilities for a total amount of €25.8 million (2020: €27.1
million).
The Company does not have any material short term leases, nor leases representing insignificant amounts.
For the year ended December 31, 2021, total cash outflow for leases amounted to €87.3 million (2020: €105.2 million). The Company has no leases with
variable lease payments.
Telenet | Annual Report 2021 | 201
Some leases regarding buildings and site rentals contain extension options exercisable by the Company. The Company has determined that the extension
options are not 'reasonably certain' to be exercised and are not taken into account in the determination of the lease ter m. The recognized, as well as the
potential future lease payments not included in the recognized lease liabilities as per December 31, 2021 can be summarized as follows:
(€ in millions)
Lease liabilities
recognized
Potential future lease
payments not included
in lease liabilities
Buildings
29.3
16.1
Site Rentals
98.3
49.2
127.6
65.3
Canon, Clientele and Annuity agreements
In 1996, the Company acquired the exclusive rights to offer point-to-point services including broadband internet and telephony services, as well as the
rights to partly use the capacity of the broadband network owned and controlled by the Pure Intercommunales (“PICs”). In return for this access to a part
of the PICs’ network, the company paid the so-called Clientele and Annuity Fees. The present value of the Clientele and Annuity Fee payments over the
first 20 years (being the life of the longest lived assets that were part of the HFC Upgrade) was initially accounted for as network user rights under
intangible assets, and was amortized over 10 or 20 years depending on the useful life of the underlying assets that make up the HFC Upgrade.
Upon completion of the Interkabel acquisition in 2008, the company obtained the ownership and control over the entire network, including the
obligation beyond 20 years under the original 50 year Clientele fee agreement and now has the right to use the full capacity of the PICs’ network. The
term of the Canon Lease Agreement is 38 years (of which still 25 years remained at the end of 2021). Under this agreement, the Company pays recurring
Canon Fees which together with the Clientele and Annuity Fees grant full access to the PICs’ network. The assets capitalized under the Canon Agreement
are depreciated over a period of 15 years. The full access rights acquired under the Canon, Clientele and Annuity agreements are recorded as property
and equipment (network) as from October 2008 onwards (see note 5.4).
On the additional rights of use on the Telenet PICs Network, acquired under the Canon agreement, a contractual interest rate was agreed upon which
was favorable in comparison with the market interest rate at that moment. Therefore, this favorable component on the initial Canon lease was separated
in the purchase price allocation and recognized as a debit to the liability of the underlying existing Canon Lease. The favorable Out of Market component
on the future Canon leases acquired as part of the business combination was recognized as network user rights under other intangible assets (see note
5.6).
For the year ended December 31, 2021, the average effective borrowing rate for the three above mentioned fees was 6.25% (2020: 6.25%).
The Clientele fees payable beyond 20 years are recognized as a non-lease related debt.
As per December 31, 2021 and 2020, the outstanding liabilities related to the Interkabel agreements, as well as the net book value of the intangible asset
can be summarized as follows:
(€ in millions)
December 31, 2021
December 31, 2020, as
restated (*)
Outstanding lease debt Annuity / Clientele / Canon
Annuity agreement
0.6
1.7
Canon agreement
368.2
381.7
Out of Market Component on initial Canon leases acquired as part of a business combination
(0.1)
(0.1)
368.7
383.3
Outstanding non-lease related Clientele debt
Clientele fee > 20 years
125.6
125.5
Intangible asset related to Canon agreement
Out of Market Component on future Canon leases acquired as part of a business combination
15.3
15.9
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
Telenet | Annual Report 2021 | 202
Other leases
The Company leases certain assets including buildings, vehicles and dark fibre. For the year ended December 31, 2021, the average effective borrowing
rate with respect to these formerly finance leases was 2.46% (2020: 3.05%) . All leases are on a fixed repayment schedule and no arrangements include
contingent rental payments.
With respect to certain specific transactions, the Company (acting as ‘seller-lessee’) transfers an asset to another entity (‘buyer-lessor’) which is
subsequently leased back by the Company. In accordance with IFRS 15, the Company determined that it does not satisfy a performance obligation as the
control of the underlying asset to the buyer-lessor is not transferred. As a result, these transactions are accounted for as a financing transaction.
5.29.2 Leases in which the Company is a lessor
Finance leases
Certain customized equipment offerings to business customers qualify as manufacturer or dealer leases. With respect to these finance leases, the
Company recognizes (i) revenue, (ii) cost of sales, and (iii) selling profit upon lease commencement in correspondence with its policy for outright sales. At
the lease commencement date, the Company recognizes assets held under finance lease as a receivable at an amount equal to the net investment in the
lease.
Operating leases
Site sharing agreements in which other operators use the pylons that are the property of Telenet, contain a lease and are determined to be operating
leases. As a result, the Company does not derecognize the underlying asset. Future contractual rental payments from the lessee are recognized as
income and receivables over the lease term as the payments become receivable. In some cases, site sharing agreements are charged upfront for the
whole lease period. In such case, this is recognized as deferred lease income.
Lease income from lease contracts in which the Company is a lessor can be summarized as follows:
(€ in millions)
For the year ended
December 31, 2021
For the year ended
December 31, 2020
Finance leases
1.3
2.5
Operating leases
3.0
3.8
Total lease income
4.3
6.3
As of December 31, 2021, the Company carried the following lease receivables and deferred revenue:
(€ in millions)
Lease receivables
Deferred revenue
Finance leases
Operating leases
Operating leases
December 31,
2021
December 31,
2020, as
restated (*)
December 31,
2021
December 31,
2020, as
restated (*)
December 31,
2021
December 31,
2020, as
restated (*)
Less than one year
1.9
1.9
6.3
3.6
0.1
0.2
Current lease receivables / deferred
revenue
1.9
1.9
6.3
3.6
0.1
0.2
One to two years
1.7
2.0
—
—
0.1
0.2
Two to three years
1.0
1.7
—
—
0.1
0.2
Three to four years
0.3
1.0
—
—
0.1
0.2
Five years or more
0.2
0.3
—
—
1.0
1.3
Non-current lease receivables /
deferred revenue
3.2
5.0
—
—
1.3
1.9
Total lease receivables / deferred
revenue
5.1
6.9
6.3
3.6
1.4
2.1
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
5.29.3 Right-of-use assets
The Company leases certain assets including the Canon network, site rentals, buildings, vehicles and dark fibre. Information with respect to the carrying
amount, the depreciation expense and the additions of the underlying right-of-use assets for the years ended December 31, 2021 and 2020 is presented
in the table below:
Telenet | Annual Report 2021 | 203
(€ in millions)
Land, buildings,
and leasehold
improvements
Network
Furniture,
equipment, and
vehicles
Total
Carrying amount of leases included in property and equipment
December 31, 2021
30.3
425.3
13.5
469.1
December 31, 2020, as restated (*)
52.3
441.6
12.4
506.3
Depreciation expense
For the year ended December 31, 2021
13.4
70.1
6.6
90.1
For the year ended December 31, 2020
13.5
68.9
6.9
89.3
Additions to right-of-use assets
For the year ended December 31, 2021
8.0
47.5
7.1
62.6
For the year ended December 31, 2020
23.6
61.0
6.5
91.1
(*) We refer to note 5.1.6 Reporting change s and note 5.24.1 Connectify for detailed information regarding the impact of the finalization of the
purchase price allocation ("PPA") of the Connectify acquisition.
5.30 Subsequent events
War in Ukraine
Following the Russian invasion of Ukraine on February 24, 2022, Telenet is assessing the impact of the war on its operations. We refer to sections 7.8 and
8.4.3.6 for more information.
5.31 External audit
The general shareholders’ meeting of April 29, 2020 appointed KPMG Bedrijfsrevisoren BV (“KPMG”) as statutory auditor of the Company for a period of
three years. KPMG has appointed Mr. Götwin Jackers as permanent representative.
Base fees for auditing the annual (consolidated) financial statements of Telenet Group Holding NV and its subsidiaries are determined by the general
meeting of shareholders after review and approval by the Company’s audit committee and board of directors.
Audit and audit related fees for 2021, in relation to services provided by KPMG, amounted to €1.4 million (2020: €1.33 million), which was composed of
audit services for the annual financial statements of €1.34 million (2020: €1.3 million), audit related services of €0.04 million (2020: €0.03 million) and
other services €0.02 million (2020: €0). Audit related services mainly related to services in connection with attestation reports required by Belgian
Company Law as well as other ad hoc attestation and assurance reports.
Telenet | Annual Report 2021 | 204
Statutory auditor’s report to the general meeting of Telenet Group Holding NV
on the consolidated financial statements as of and for the year ended
December 31, 2021
In the context of the statutory audit of the consolidated financial statements of Telenet Group Holding NV (“the Company”) and its subsidiaries (jointly
“the Group”), we provide you with our statutory auditor’s report. This includes our report on the consolidated financial statements for the year ended
December 31, 2021, as well as other legal and regulatory requirements. Our report is one and indivisible.
We were appointed as statutory auditor by the general meeting of April 29, 2020, in accordance with the proposal of the board of directors issued on the
recommendation of the audit and risk committee. Our mandate will expire on the date of the general meeting deliberating on the annual accounts for
the year ending December 31, 2022. We have performed the statutory audit of the consolidated financial statements of the Group for 14 consecutive
financial years.
Report on the consolidated financial statements
Unqualified opinion
We have audited the consolidated financial statements of the Group as of and for the year ended December 31, 2021, prepared in accordance with
International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium.
These consolidated financial statements comprise the consolidated statement of financial position as at December 31, 2021, the consolidated statements
of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows for the year then ended and notes, comprising a
summary of significant accounting policies and other explanatory information. The total of the consolidated statement of financial position amounts to
EUR 5,603.5 million and the consolidated statement of profit or loss and other comprehensive income shows a profit for the year of EUR 393.6 million.
In our opinion, the consolidated financial statements give a true and fair view of the Group’s equity and financial position as at December 31, 2021 and
of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting
Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium.
Basis for our unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”) as adopted in Belgium. In addition, we have applied the ISAs as
issued by the IAASB and applicable for the current accounting year while these have not been adopted in Belgium yet. Our responsibilities under those
standards are further described in the “Statutory auditors’ responsibility for the audit of the consolidated financial statements” section of our report. We
have complied with the ethical requirements that are relevant to our audit of the consolidated financial statements in Belgium, including the
independence requirements.
We have obtained from the board of directors and the Company’s officials the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of
the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Capitalization of network related property and equipment
We refer to notes 5.2.3 ‘Property and equipment’ and 5.4 ‘Property and equipment’ of the consolidated financial statements.
Description
In 2021, the Group capitalized a total of EUR 256 million of property and equipment, including fixed and mobile network upgrades and customer
installations.
Capitalization of costs is an area of judgment by management, in particular in determining whether network engineering and customer installations costs
meet the capitalization criteria. These judgments can have an important impact on certain key performance indicators that the Group discloses as part of
its financial reporting and outlook, such as EBITDA, and consequently, pressures may exist to deliver expected results. Additionally, certain underlying
processes with respect to specific elements of cost capitalization, such as invoices which are exempt from purchase order requirements, are by nature
more prone to potential manipulation including management override of controls via manual journal entries.
Due to the relative size of the Group’s network related property and equipment in the consolidated statement of financial position and the
aforementioned pressures and opportunities for fraud with respect to the proper application of the capitalization criteria, we considered this a key audit
matter.
Telenet | Annual Report 2021 | 205
Our audit procedures
Our audit procedures included, amongst others:
•Evaluating the design and testing the operating effectiveness of key controls around the network related property and equipment cycle,
including controls over whether fixed and mobile network upgrade and customer installations costs meet the capitalization criteria, as well
as controls with respect to the review and approval of manual journal entries;
•Testing a sample of costs capitalized during the year. For each item selected, obtaining the relevant underlying documents and assessing
whether the nature of costs incurred met the criteria for capitalization under the Group’s accounting policies. For the capitalized costs
relating to the processes for which a risk of fraud was identified, selecting additional specific items or otherwise extending the sample;
•Performing ratio analysis over the capital expenditure for network engineering and customer installations. For external costs, we have set
an expectation of total capital expenditure based on historical trends. For internal costs, we have set an expectation of total capital
expenditure based on the historical average payroll expense capitalized versus total payroll expense of the period;
•Testing manual journal entries impacting the capitalization of costs with characteristics that make them susceptible to fraud.
Board of directors’ responsibilities for the preparation of the consolidated financial statements
The board of directors is responsible for the preparation of these consolidated financial statements that give a true and fair view in accordance with
International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium, and
for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the board of directors is responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Statutory auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance as to whether the consolidated financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of the
users taken on the basis of these consolidated financial statements.
When performing our audit we comply with the legal, regulatory and professional requirements applicable to audits of the consolidated financial
statements in Belgium. The scope of the statutory audit of the consolidated financial statements does not extend to providing assurance on the future
viability of the Group nor on the efficiency or effectivity of how the board of directors has conducted or will conduct the business of the Group. Our
responsibilities regarding the going concern basis of accounting applied by the board of directors are described below.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also
perform the following procedures:
•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control;
•Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
•Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board
of directors;
•Conclude on the appropriateness of the board of directors’ use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern;
•Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
•Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an
opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
206 | Telenet | Annual Report 2021 |
We communicate with the audit and risk committee regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit and risk committee with a statement that we have complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
For the matters communicated with the audit and risk committee, we determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless
law or regulation precludes public disclosure about the matter.
Other legal and regulatory requirements
Responsibilities of the Board of Directors
The board of directors is responsible for the preparation and the content of the board of directors’ annual report on the consolidated financial statements.
Statutory auditor’s responsibilities
In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as
applicable in Belgium, our responsibility is to verify, in all material respects, the board of directors’ annual report on the consolidated financial statements
and to report on these matters.
Aspects concerning the board of directors’ annual report on the consolidated financial statements
Based on specific work performed on the board of directors’ annual report on the consolidated financial statements, we are of the opinion that this report
is consistent with the consolidated financial statements for the same period and has been prepared in accordance with article 3:32 of the Companies’ and
Associations’ Code.
In the context of our audit of the consolidated financial statements, we are also responsible for considering, in particular based on the knowledge gained
throughout the audit, whether the board of directors’ annual report on the consolidated financial statements contains material misstatements, that is
information incorrectly stated or misleading. In the context of the procedures carried out, we did not identify any material misstatements that we have to
report to you.
The non-financial information required by article 3:32 §2 of the Companies’ and Associations’ Code has been included in the board of directors’ annual
report on the consolidated financial statements. The Company has prepared this non-financial information based on the Global Reporting Initiative
(“GRI”) Standards. In accordance with art 3:80 §1, 1st paragraph, 5° of the Companies’ and Associations’ Code, we do not comment on whether this
non-financial information has been prepared in accordance with the mentioned GRI Standards.
Information about the independence
•Our audit firm and our network have not performed any engagement which is incompatible with the statutory audit of the consolidated accounts
and our audit firm remained independent of the Group during the term of our mandate.
•The fees for the additional engagements which are compatible with the statutory audit referred to in article 3:65 of the Companies’ and
Associations’ Code were correctly stated and disclosed in the notes to the consolidated financial statements.
European Single Electronic Format (ESEF)
In accordance with the draft standard on the audit of compliance of the Financial Statements with the European Single Electronic Format (hereafter
“ESEF”), we have audited as well whether the ESEF-format is in accordance with the regulatory technical standards as laid down in the EU Delegated
Regulation nr. 2019/815 of 17 December 2018 (hereafter “Delegated Regulation”).
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form
of an electronic file in ESEF format (hereafter “digital consolidated financial statements”) included in the annual financial report.
It is our responsibility to obtain sufficient and appropriate information to conclude whether the format and the tagging of the digital consolidated
financial statements comply, in all material respects, with the ESEF requirements under the Delegated Regulation.
In our opinion, based on our work performed, the format of and the tagging of information in the digital consolidated financial statements as per
December 31, 2021, included in the annual financial report of Telenet Group Holding NV, are, in all material respects, prepared in compliance with the
ESEF requirements under the Delegated Regulation.
Other aspect
This report is consistent with our additional report to the audit and risk committee on the basis of Article 11 of Regulation (EU) No 537/2014.
Telenet | Annual Report 2021 | 207
Zaventem, March 25, 2022
KPMG Réviseurs d'Entreprises / Bedrijfsrevisoren
Statutory Auditor
represented by
Götwin Jackers
Réviseur d'Entreprises /
Bedrijfsrevisor
208 | Telenet | Annual Report 2021 |
Telenet Group
Holding NV
Statutory financial
statements
Telenet | Annual Report 2021 | 209
Abridged annual report of the board of directors to the annual general meeting
of shareholders
This section contains an abridged version of the statutory (non-consolidated) annual accounts and annual report of Telenet Group Holding NV (TGH).
The statutory auditor issued an unqualified opinion on the statutory accounts of Telenet Group Holding NV as of and for the year ended December 31,
2021. The second part of the auditor’s report includes specific additional paragraphs in accordance with article 7:96 of the Belgian Code of Companies
and Associations (conflict of interest reported by a member of the board of directors).
The full version of the annual accounts will be filed with the National Bank of Belgium and are available on the Company’s website (http://
investors.telenet.be).
210 | Telenet | Annual Report 2021 |
1. Abridged non-consolidated
balance sheet
Telenet Group Holding NV
(Statutory accounts)
(€ in millions)
As of December 31,
2021
2020
Assets
Non-current assets:
Financial assets
5,121.2
5,121.0
Total non-current assets
5,121.2
5,121.0
Current assets:
Amounts receivable within 1 year
5.8
9.2
Other investments and deposits
201.4
199.4
Cash at bank and in hand
11.1
3.9
Total current assets
218.3
212.5
Total assets
5,339.5
5,333.5
(€ in millions)
As of December 31,
2021
2020
Equity and Liabilities
Equity:
Capital
12.8
12.8
Share premium
80.7
80.7
Reserves
270.0
267.3
Profit to be carried forward
4,343.6
4,138.8
Total equity
4,707.1
4,499.6
Liabilities:
Amounts payable after more than 1 year
312.8
517.1
Amounts payable within 1 year
319.6
316.8
Total liabilities
632.4
833.9
Total Equity and Liabilities
5,339.5
5,333.5
Telenet | Annual Report 2021 | 211
2. Abridged non-consolidated
income statement
Telenet Group Holding NV
(Statutory accounts)
(€ in millions)
For the years ended December 31,
2021
2020
Operating income
12.5
8.2
Operating expenses
(5.8)
3.4
Operating profit
6.7
11.6
Finance income
524.7
—
Finance expenses
(24.6)
(25.2)
Profit/(loss) to be appropriated
506.8
(13.6)
212 | Telenet | Annual Report 2021 |
3. Capital
Telenet Group Holding NV
(Statutory accounts)
2021
(€ in millions)
(number of shares)
Issued capital
January 1, 2021
12.8
113,841,819
—
—
December 31, 2021
12.8
113,841,819
Composition of the capital
Dispreference shares
—
94,843
Golden shares
—
30
Ordinary shares without nominal value
12.8
113,746,946
Telenet | Annual Report 2021 | 213
4. Accounting Policies
Telenet Group Holding NV
(Statutory accounts)
4.1 General
The Accounting Policies have been determined in accordance with the conditions of Royal decree of 29 April 2019 implementing the Code for Companies
and Associations.
Every component of the assets is valued individually. Depreciation is calculated on a monthly basis. As a general rule, each component of the assets is
valued at its acquisition cost, and shown in the balance sheet at that amount, minus any depreciation or write-downs. The amounts receivable are also
shown, in principle, at their nominal value.
4.2 Specific accounting policies
4.2.1 Formation expenses
Debt issuance costs are expensed as incurred.
4.2.2 Financial assets
Investments are recorded at their acquisition value. For the investments recorded under the heading “Financial fixed assets”, an impairment loss is
accounted for in case of permanent capital loss or decline in value, justified by the situation, profitability or outlook of the respective investees.
4.2.3 Amounts receivable within one year
Amounts receivable are recorded on the balance sheet at their nominal value. An appropriate write-down will be made if part or all of the payment on
the due date is uncertain, or if the recoverable amount on the balance sheet date is lower than the book value.
Amounts receivable in foreign currency are converted at the official exchange rate applicable on the date when the invoice is posted. At the end of the
financial year, they are converted using the official exchange rate on the balance sheet date.
4.2.4 Other investments and cash at bank and in hand
Balances held with financial institutions are valued at their nominal value.
Securities are valued at their acquisition value. Other cash equivalents are shown at their nominal value.
The additional expenses are charged immediately to earnings. Write-downs are accounted for if the recoverable amount on the balance sheet date is
lower than the book value.
4.2.5 Amounts payable after more than 1 year and within 1 year
Creditors are shown in the balance sheet at their nominal value. Trade creditors in foreign currency are shown at the exchange rate on the date when the
incoming invoice was posted. At the end of the financial year, they are converted using the exchange rate on the balance sheet date.
4.2.6 Fees related to long term financing
The financing fees, including early redemption fees and debt issuance costs are expensed as incurred.
4.2.7 Income statement
Income and expenses are recognized in the period to which they relate.
214 | Telenet | Annual Report 2021 |
5. Abridged annual report
concerning the statutory annual
accounts of Telenet Group
Holding NV
5.1 Comments on the balance sheet
5.1.1 Financial assets
Investments amounted to €5,120.5 million as of December 31, 2021 (2020: €5,120.2 million) and consisted of:
(€ in millions)
As of December 31,
2021
2020
Investees
Telenet Vlaanderen NV
0.3
0.3
Telenet Group NV
5,116.6
5,116.6
Idealabs Telenet Fund NV
0.6
0.6
Imec.istart Fund
1.1
0.8
Recneps NV
1.9
1.9
Investees
5,120.5
5,120.2
Amounts receivable from affiliated companies
Doccle Up NV
—
—
Doccle cv
0.2
0.3
Idealabs Telenet Fund NV
0.5
0.5
Amounts receivable from affiliated companies
0.7
0.8
Non-current financial assets
5,121.2
5,121.0
5.1.2 Amounts receivable within one year
In accordance with advice CBN 2012/3 with respect to the accounting treatment of stock option plans, the Company is required to recognize a provision
for the expected future loss on own shares when the stock options are expected to be exercised. Such cost is recharged to Telenet BV and Telenet Group
NV, the entities in which the beneficiaries are employed and all personnel expenses are incurred. As per December 31, 2021 and December 31, 2020, all
outstanding stock option plans were out of the money, and consequently, no such provision for future losses was recognized. The total outstanding
receivable on Telenet BV and Telenet Group NV as per December 31, 2021 amounted to respectively €4.4 million and €1.2 million (2020: respectively
€3.0 million and €1.0 million).
Other current receivables as of December 31, 2020 included a €4.8 million current income tax receivable, ultimately payable to an affiliated Telenet
company in the context of tax consolidation.
Telenet | Annual Report 2021 | 215
5.1.3 Other investments, deposits and cash
The investments as reported at year-end 2021 for an amount of €201.4 million consisted integrally of own shares (2020: €199.4 million). The own shares
are held by the Company to cover the Company’s obligations under existing stock option plans. There are no dividend rights for these shares for as long
as they remain in possession of the Company. No stock options were exercised during the 12 months ended December 31, 2021. Following the (partial)
vesting and settlement in own shares of the Performance Share Plan 2018, the Restricted Share Plan 2019, the Restricted Share Plan 2020, the May 2021
Compensation Restricted Share Plan and the December 2021 Compensation share Plan, the Company delivered in 2021 in total 250.189 shares to the
beneficiaries involved, resulting in a decrease of own shares of €10.8 million. In 2020, the Company delivered 199,618 own shares in exchange for the
(partial) vesting and settlement in own shares of the Restricted Share Plan 2019, the Compensation Restricted Share Plan 2020 and the Compensation
Restricted Share Plan 2020 bis.
On October 27, 2021 the board of directors has approved a share buy-back program of up to €45.0 million, equivalent to up to 1.1 million shares. As per
December 31, 2021, the Company acquired 435,709 own shares for a total amount of €13.5 million of which €12.8 million cash settled before the year-
end.
5.1.4 Capital
No changes occurred to the capital of the Company during financial year 2021.
5.1.5 Share premium
No changes occurred to the share premium of the Company during financial year 2021.
5.1.6 Reserves
Total reserves at year-end 2021 amounted to €270.0 million (2020: €267.3 million).
(€ in millions)
As of December 31,
2021
2020
Reserves
Legal reserve
64.8
64.8
Reserves unavailable for distribution
- for own shares
202.2
199.5
Untaxed reserves
3.0
3.0
Reserves
270.0
267.3
As of December 31, 2021, the Company held 4,784,078 own shares. During the year ended December 31, 2021, the Company acquired 435,709 own
shares under the Share Repurchase Program 2021 for a total amount of €13.5 million. Following the (partial) vesting and settlement in own shares of the
Performance Share Plan 2018, the Restricted Share Plan 2019, the Restricted Share Plan 2020, the May 2021 Compensation Restricted Share Plan and the
December 2021 Compensation share Plan, the Company delivered in 2021 in total 250,189 shares to the beneficiaries involved, resulting in a further
decrease of the above mentioned reserves of €10.8 million.
As of December 31, 2020, the Company held 4,598,558 own shares. During the year ended December 31, 2020, the Company acquired 1,100,000 own
shares under the Share Repurchase Program 2020 for a total amount of €34.4 million. On April 29, 2020, 814,966 own shares previously acquired by the
Company under the Share Repurchase Program 2020 were cancelled, resulting in a decrease of the reserves unavailable for distribution amounting to
€35.4 million. Following the (partial) vesting and settlement in own shares of the Restricted Share Plan 2019, the Compensation Restricted Share Plan
2020 and the Compensation Restricted Share Plan 2020 bis, the Company delivered in 2020 in total 199,618 shares to the beneficiaries involved,
resulting in a further decrease of the above mentioned reserves of €8.7 million.
The untaxed reserves of €3.0 million relate to the capital reduction of €3.25 as decided upon by the general meeting of shareholders in April 2012 on
648,584 own shares that were held on the payment date, being August 31, 2012. The €2.1 million was not paid out, but added back to the Company’s
equity as untaxed reserves. The remaining €0.9 million consists of the right to the 2012 dividend and capital reduction of €3.25 and €1.0, respectively,
related to the 220,352 own shares held with respect to the obligation under the Company’s stock option plans. As this right was cancelled in 2013, the
corresponding amount €0.9 million is recognized as untaxed reserves.
216 | Telenet | Annual Report 2021 |
5.1.7 Provisions
In accordance with advice CBN 2012/3 with respect to the accounting treatment of stock option plans, the Company is required to recognize a provision
for the expected future loss on own shares when the stock options are expected to be exercised. As per December 31, 2021 and December 31, 2020, all
outstanding stock option plans were out of the money, and consequently, no such provision for future losses was recognized.
5.1.8 Amounts payable after more than one year
As of December 31, 2021 and 2020, total amounts payable after more than one year consisted of loans from Telenet International Finance S.à r.l of
which €312.8 million is due after more than one year as of December 31, 2021 (2020: €517.1 million) and €159.3 million within one year (2020: €142.3
million).
5.1.9 Amounts payable within one year
Amounts payable within one year amounted to €319.6 million as of December 31, 2021 compared to €316.8 million at year-end 2020 and can be
detailed as follows:
(€ in millions)
As of December 31,
2021
2020
Amounts payable within one year
Trade debts
0.6
0.4
Taxes, remuneration and social security
3.4
2.7
Loan Telenet International Finance S.à r.l
159.3
142.3
Other amounts payable
156.3
171.4
Amounts payable within one year
319.6
316.8
The outstanding trade debts of €0.6 million as per December 31, 2021 (2020: €0.4 million) relate mostly to invoices to receive for other professional
services for €0.4 million (2020: €0.3 million).
The taxes, remuneration and social security outstanding as of December 31, 2021 amounted to €3.4 million (2020: €2.7 million) and consisted primarily
of the withholding tax related to performance shares which is payable upon vesting of the underlying performance shares amounting to €1.8 million
(2020: €1.4 million) and €1.6 million related to additional accruals for annual bonus (2020: €1.3 million).
The Company received loans from Telenet International S. à r.l in order to finance the dividend payments and to fund the Share Buy Back programs, the
short term portion of this loan is €159.3 million as of December 31, 2021 (2020: €142.3 million).
The other amounts payable for an amount of €156.3 million as per December 31, 2021 (2020: €171.4 million) consisted of €.1 50.5 million of 2021
dividends declared as well as past dividends and capital reductions payable, which were not yet claimed as of December 31, 2021 (2020: €151.5 million).
The other amounts payable of €5.8 million as of December 31, 2021 (2020: €19.9 million) were linked to the cash current account and interest accrual on
debts towards Telenet International Finance S.à.r.l.
Telenet | Annual Report 2021 | 217
5.2 Comments on the income statement
The income statement showed a profit of €506.8 million for the financial year ended December 31, 2021 (versus a loss of €13.6 million in 2020). Net
operating profit for the year amounted to €6.7 million (compared to an operating profit of €11.6 million in 2020).
Operating income amounted to €12.5 million for the year ended December 31, 2021 (2020: €8.2 million) and included recharges of costs related to stock
options and other to Telenet BV and Telenet Group NV for a total amount of €12.5 million (2020: €3.4 million), Operating income for the year 2020 also
included a non-recurrent income of €4.8 million recognized under the system of group contribution under the Belgian fiscal consolidation regime.
The operating expenses decreased from a net income of €3.4 million to a net cost of €5.8 million for th e year ended December 31, 2021. The net income
for the year 2020 was mainly attributable to a reversal of the provision for expected future loss on own shares for when the stock options are expected to
be exercised (€9.5 million). In line with the underlying accounting principles additions as well as reversals of such provisions are included in operating
expenses.
The financial income amounted to €524.7 million for the year ended December 31, 2021, for the year ended December 31, 2020 no such financial
income has been accounted for.
(€ in millions)
For the years ended December 31,
2021
2020
Finance income
Financial income from financial fixed assets
524.0
—
Financial income from current assets
0.7
—
Finance income
524.7
—
Financial income from financial fixed assets as per December 31, 2021 resulted from an interim dividend distribution by Telenet Group NV, as approved
by the Board of Directors and Extraordinary General Meeting of Shareholders held on July 27, 2021. For the year ended December 31, 2020 no interim/
intermediate dividend distributio n o ccurred.
Financial income from current assets primarily includes interest income from the cash current account with Telenet International Finance S. à r.l.
Finance expense amounted to €24.6 million for the year ended December 31, 2021 compared to €25.2 million in the prior year and consists of:
(€ in millions)
For the years ended December 31,
2021
2020
Finance expense
Interest charges
- Telenet International Finance S.à r.l.
13.5
13.5
Loss on sale of treasury shares
10.8
8.7
Financing cost
0.2
2.8
Other finance expense
0.1
0.2
Finance expense
24.6
25.2
No stock options were exercised during the 12 months ended December 31, 2021 and 2020. Following the (partial) vesting and settlement in own shares
of the Performance Share Plan 2018, the Restricted Share Plan 2019, the Restricted Share Plan 2020, the May 2021 Compensation Restricted Share Plan
and the December 2021 Compensation share Plan, the Company delivered in 2021 in total 250.189 shares to the beneficiaries involved. As the cost of all
own shares delivered amounted to €10.8 million, with no cash received, the Company realized a loss of €10.8 million. Following the (partial) vesting and
settlement in own shares of the Restricted Share Plan 2019, the Compensation Restricted Share Plan 2020 and the Compensation Restricted Share Plan
2020 bis, the Company delivered in 2020 in total 199,618 shares to the beneficiaries involved. As the cost of all own shares delivered amounted to €8.7
million, with no cash received, the Company realized a loss of €8.7 million.
Financing cost for the year ended December 31, 2020 of €2.8 million resulted from the successful issuance of a new USD 2,295 million Term Loan (Facility
AR), maturity April 30, 2028 and a new €1,110 million Term Loan (Facility AQ), maturity April 30, 2029. In line with underlying accounting principles,
financing costs of debt issuance were fully recognized in financial expenses at the time of the transaction. No similar transaction occurred in 2021 which
would have required the Company to recognize such cost in 2021.
218 | Telenet | Annual Report 2021 |
The Company proposes to the general shareholders’ meeting to:
•bring forward the profit brought forward at the prior year-end amounting to €4,138.8 million, resulting in a profit available for appropriation
amounting to €4,645.6 million at December 31, 2021;
•allocate an amount of €2.7 million to the reserves unavailable for distribution for own shares;
•allocate an amount of €29 9.3 million as dividend to its shareholders.
As a result, the profit to be carried forward amounted to €4,343.6 million as of December 31, 2021.
5.3 Information on research and development
We refer to the consolidated annual report of the board of directors.
5.4 Risk factors
We refer to the consolidated annual report of the board of directors.
5.5 Information about subsequent events
We refer to the consolidated annual report of the board of directors.
5.6 Going concern
The going concern of the Company is entirely dependent on that of the Telenet Group.
Currently, the Telenet group still has a substantial amount of losses carried forward on the balance sheet, but succeeded to deliver mostly stable Adjusted
EBITDA margins and slightly lower operational cash flows. This is entirely aligned with the Company’s long range plan, which encompasses a continued
development of the Company’s profit generating activities in order to absorb the losses carried forward over time. Because of the relatively stable number
of subscribers on telephony, internet and digital television and a further focus on cost control and process improvements, the Company was again able to
deliver strong operating results.
As of December 31, 2021, the Company carried a total debt balance (including accrued interest) of €5,579.1 million, of which €1,418.2 million principal
amount is related to the € and USD-denominated Senior Secured Fixed Rate Notes due March 2028 and €3,1 25.5 million principal amount is owed under
Telenet's 2020 Amended Senior Credit Facility with maturities ranging from April 2028 through April 2029. Telenet's total debt balance at December 31,
2021 also included €346.0 million of short-term debt related to Telenet's vendor financing program, while the remainder primarily represents the
Company's lease obligations associated with the Interkabel Acquisition and other leases.
Taking into account the mostly stable Adjusted EBITDA results of the current year, the board of directors believes that the Telenet group will be able to
fund the further development of its operations and to meet its obligations and believes that the current valuation rules, as enclosed in the annual
accounts, and in which the continuity of the Company is assumed, are correct and justified under the current circumstances.
5.7 Application of legal rules regarding conflicts of interest
We refer to the consolidated annual report of the board of directors, paragraph 8.5.6 of corporate governance statement.
5.8 Branch office of the Company
Telenet Group Holding NV has no branch offices.
5.9 Extraordinary activities and special assignments carried out by the auditor
We refer to the notes to the consolidated financial statements of the Company.
5.10 Telenet hedging policy and the use of financial instruments
We refer to the consolidated annual report of the board of directors.
Telenet | Annual Report 2021 | 219
5.11 Grant of discharge to the directors and statutory auditor
In accordance with the law and articles of association, the shareholders will be requested at the annual shareholders’ meeting of April 27, 2022 to grant
discharge to the directors and the statutory auditors of their responsibilities assumed in the financial year 2021.
5.12 Information required pursuant to article 34 of the Belgian Royal Decree of
November 14, 2007 and the law of April 6, 2010
We refer to the consolidated annual report of the board of directors.
This report shall be deposited in accordance with the relevant legal provisions and is available at the registered office of the Company.
5.13 Non-financial information
We refer to the consolidated annual report of the board of directors.
Mechelen, March 18, 2022
On behalf of the board of directors
John Porter
Bert De Graeve
Chief Executive Officer
Chairman
220 | Telenet | Annual Report 2021 |
Notes
Telenet | Annual Report 2021 | 221